{ "documents": [ { "id": 34, "file_name": "Annex E_Non-Disclosure and Confidentiality Agreement.pdf", "text": "NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nThis NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (\u201cAgreement\u201d) is made by and between:\n(i) the Office of the United Nations High Commissioner for Refugees, having its headquarters located at 94 rue de Montbrillant, 1202 Geneva, Switzerland (hereinafter \u201cUNHCR\u201d or the \u201cDiscloser\u201d); and\n(ii) ________________________ , a company established in accordance with the laws of ________________________ and having its principal offices located at ________________________________________________ (hereinafter the \u201cBidder\u201d or the \u201cRecipient\u201d).\nThe Discloser and Recipient are also referred to collectively as the \u201cParties\u201d and individually as a \u201cParty\u201d.\nRECITALS\nWHEREAS in connection with RFP/2014/620, Request for Proposal for the provision Off-the-shelf Soft-skill, IT Online and HR specific E-learning Courses (the \u201cRFP\u201d), it is advantageous to share certain data and information with the Bidder participating in the RFP;\nWHEREAS UNHCR agrees to provide such data and information to the Bidder for the sole purpose of preparing its Proposal under said RFP;\nWHEREAS the Bidder is willing to ensure that UNHCR\u2019s data and information will be held in strict confidence and only used for the permitted purpose;\nNOW, THEREFORE, the Parties agree as follows:\n1. \u201cConfidential Information\u201d, whenever used in this Agreement, shall mean any data, document, specification and other information or material, that is delivered or disclosed by UNHCR to the Recipient in any form whatsoever, whether orally, visually in writing or otherwise (including computerized form), and that, at the time of disclosure to the Recipient, is designated as confidential.\n2. The Confidential Information that is delivered or otherwise disclosed by the Discloser to the Recipient shall be held in trust and confidence by the Recipient and shall be handled as follows:\n2.1 The Recipient shall use the same care and discretion to avoid disclosure, publication or dissemination of the Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate;\n2.2 The Recipient shall use the Confidential Information solely for the purpose for which it was disclosed;\n2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to:\n2.3.1 Any other party with the Discloser\u2019s prior written consent; and\n2.3.2 the Recipient\u2019s employees, officials, representatives and agents who have a strict need to know the contents of the Confidential Information, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a similar need to know the contents of the Confidential Information, provided that, for these purposes a controlled legal entity means:\n2.3.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or,\n2.3.2.2 any entity over which the Party exercises effective managerial control; or,\n2.3.2.3 for UNHCR, a principal or subsidiary organ of the United Nations established in accordance with the Charter of the United Nations.\n2.4 The Recipient may disclose the Confidential Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of UNHCR, the Recipient will give UNHCR sufficient prior notice of a request for the disclosure of the Confidential Information in order to allow UNHCR to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made.\n2.5 The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or (ii) disclosed by the Discloser to a third party without any obligation of confidentiality, or (iii) previously known by the Recipient, or (iv) at any time is developed by the Recipient completely independently of any disclosures hereunder.\n2.6 The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies.\n3. The Recipient acknowledges that UNHCR hereto makes no any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information.\n4. Nothing in this Agreement is to be construed as granting the Recipient, by implication or otherwise, any right whatsoever with respect to the Confidential Information or part thereof.\n5. All Confidential Information in any form and any medium, including all copies thereof, disclosed to the Recipient shall be returned to UNHCR or destroyed: (a) if a business relationship is not entered into with UNHCR on or before the date which is three (3) months after the date both Parties have signed the Agreement; or (b) promptly upon request by the UNHCR at any time.\n6. The Recipient agrees to indemnify UNHCR in respect of any expenses, losses, damages, costs, claims or liability UNHCR may suffer or incur as a result of an act or omission by the Recipient or its employees, consultants and agents in connection with the Confidential Information and the Recipient\u2019s obligations under this Agreement.\n7. Nothing in this Agreement shall be construed as obligating any Party to continue any discussions or to enter into a business relationship.\n8. This Agreement shall enter into force on the date it is signed by both Parties. Either Party may terminate the working relationship contemplated by this Agreement by providing written notice to the other, provided, however, that the obligations and restrictions hereunder regarding the Confidential Information shall remain effective following any such termination or any other termination or expiration of this Agreement.\n9. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty (20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute.\n10. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNHCR as its subsidiary organ.\n11. The Recipient shall not advertise or otherwise make public the fact that it has a confidential relationship with UNHCR, nor shall the Recipient, in any manner whatsoever use the name, emblem, or official seal of the United Nations or UNHCR, or any abbreviation of the name of the United Nations or UNHCR in connection with its business or otherwise.\n12. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.\n13. This Agreement constitutes the entire agreement concerning the subject matter hereof above and supersedes all prior representations, agreements and understandings, whether written or oral, by and between the Parties on the subject hereof.\n14. The Parties acknowledge and agree that their representatives who have signed this Agreement had full authority to do so and to fully bind the Party being represented by doing so.\nIN WITNESS WHEREOF, the Parties, acting through their authorized representatives, have caused this Agreement to be signed on the dates set forth below:\nFor and on behalf of UNHCR: For and on behalf of the Bidder:\n________________________ ________________________\n Name: Name:\nTitle: Title:\n Date: Date:\n", "spans": [ [ 0, 44 ], [ 45, 132 ], [ 133, 331 ], [ 332, 417 ], [ 417, 486 ], [ 486, 535 ], [ 535, 581 ], [ 582, 691 ], [ 692, 700 ], [ 701, 963 ], [ 964, 1098 ], [ 1099, 1107 ], [ 1107, 1247 ], [ 1248, 1293 ], [ 1294, 1683 ], [ 1684, 1878 ], [ 1879, 1883 ], [ 1883, 2120 ], [ 2121, 2125 ], [ 2125, 2228 ], [ 2229, 2471 ], [ 2472, 2478 ], [ 2478, 2541 ], [ 2542, 2980 ], [ 2981, 3141 ], [ 3142, 3225 ], [ 3226, 3364 ], [ 3365, 3369 ], [ 3369, 3829 ], [ 3830, 3834 ], [ 3834, 3924 ], [ 3924, 4124 ], [ 4124, 4219 ], [ 4219, 4263 ], [ 4263, 4364 ], [ 4365, 4369 ], [ 4369, 4656 ], [ 4657, 4833 ], [ 4834, 5020 ], [ 5021, 5179 ], [ 5179, 5347 ], [ 5347, 5398 ], [ 5399, 5733 ], [ 5734, 5875 ], [ 5876, 5959 ], [ 5959, 6301 ], [ 6302, 6729 ], [ 6729, 6802 ], [ 6802, 6935 ], [ 6935, 7096 ], [ 7097, 7291 ], [ 7292, 7645 ], [ 7646, 7855 ], [ 7856, 8098 ], [ 8099, 8281 ], [ 8282, 8433 ], [ 8434, 8494 ], [ 8495, 8520 ], [ 8520, 8544 ], [ 8545, 8546 ], [ 8546, 8557 ], [ 8558, 8571 ], [ 8572, 8573 ], [ 8573, 8579 ], [ 8579, 8584 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 39, 40 ] }, "nda-15": { "choice": "Entailment", "spans": [ 38 ] }, "nda-10": { "choice": "Entailment", "spans": [ 51 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 14 ] }, "nda-19": { "choice": "Entailment", "spans": [ 45 ] }, "nda-12": { "choice": "Entailment", "spans": [ 30, 34 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 14 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 20, 23 ] }, "nda-17": { "choice": "Entailment", "spans": [ 36 ] }, "nda-8": { "choice": "Entailment", "spans": [ 28 ] }, "nda-13": { "choice": "Entailment", "spans": [ 30, 31 ] }, "nda-5": { "choice": "Entailment", "spans": [ 20, 23, 25 ] }, "nda-4": { "choice": "Entailment", "spans": [ 19 ] } } } ], "document_type": "search-pdf", "url": "https://www.ungm.org/UNUser/Documents/DownloadPublicDocument?docId=287983" }, { "id": 86, "file_name": "CopAcc_NDA-and-ToP-Mentors_2.0_2017.pdf", "text": "NON-DISCLOSURE AGREEMENT AND TERMS OF PARTICIPATION\nTable of Content\n1 Eligibility ..........................................................................................................................................2\n2 Procedure and terms of participation ...............................................................................................3\n3 Payment ..........................................................................................................................................4\n4 Definition of confidential information ..............................................................................................4\n5 Non-disclosure of confidential information / obligations of Mentor .................................................4\n6 Discontinuation of use, return of materials ......................................................................................5\n7 Notice of required disclosure ...........................................................................................................5\n8 Proprietary rights, limited right to use ..............................................................................................6\n9 Term ................................................................................................................................................6\n10 Governing law ................................................................................................................................6\n11 Jurisdiction .....................................................................................................................................6\n12 Notification of unauthorised use ....................................................................................................6\n13 Remedies .......................................................................................................................................7\n14 Miscellaneous ................................................................................................................................7\nPreamble\nThe Organiser of the Copernicus Masters and the Copernicus Accelerator 2017 is Anwendungszentrum GmbH Oberpfaffenhofen (hereinafter \u201cOrganiser\u201d). The Earth monitoring competition Copernicus Masters aims to support the development of market-oriented applications based on Earth observation data. In 2017, the Copernicus Masters is again enriched by the Copernicus Accelerator, a European Commission programme. Through this initiative, the 50 best finalists of the Copernicus Masters, selected by an international expert panel will automatically be granted access to a business coaching scheme provided by high-level professionals, that will act as mentors. To actively participate in the Copernicus Accelerator programme, Mentor commits to the following Non-Disclosure-Agreement and Terms of Participation.\n1 Eligibility\nMentor is a resident of one of the Copernicus participating countries1 or is employed with a legal identity registered in the territory of one of the Copernicus participating countries, willing to support and help develop the Ideas of the finalists of the Copernicus Masters 2017 (hereinafter \u201cParticipants\u201d). Professionals who pursue becoming mentors need to apply via the dedicated platform, inserting all required details, which can be edited anytime by Mentor. Their request needs to be validated by the Organiser and the European Commission, who can refuse participation in case of non-eligibility or conflict of interest. After verification of all details entered, the Organiser will notify the Mentor about the outcome of his/her submission.\nEven after validation, the Organiser cannot guarantee that there will be an actual match between Mentor and Participants. Mentor confirms that Mentor has not been involved in the development of any of the Ideas to be coached at any stage and that Mentor has no personal or commercial connection to any Participant of the Copernicus Accelerator that would influence an objective development of Ideas.\n1 The Copernicus Participating countries include all the EU Member States, in addition to Norway and Iceland.\n2 Procedure and Terms of Participation\nThe Copernicus Accelerator programme is comprised of different phases, for a total coaching support of approximately one year, aimed at helping Participants\u00b4 Ideas achieving measurable results. When submitting the request to become Mentor, Mentor needs to specify in which fields he/she can support Participants, in order to allow a suitable matchmaking with the requests and needs communicated by Participants.\nWhen a Mentor is requested by a Participant of the programme, he/she can access the Participant's profile and examine the submitted idea, in order to decide whether to confirm the request or not. Mentors can only advise up to two participants.\nMentors will meet the Participants at the Accelerator Bootcamp, that will take place in line with the Awards Ceremony of the Copernicus Masters, the European Satellite Navigation Competition (ESNC), and the accompanying Satellite Masters Conference from 6 - 8 November 2017 in Tallinn, Estonia. Mentor\u00b4s participation to this event is mandatory, as it will set forth the official start of their relationship: Mentor and Participants will begin developing a coaching plan together, that will include objectives and KPIs of their affiliation.\nMonthly virtual interactions need to be planned by Mentor, to ensure a continuous acceleration of the Participants Ideas\u00b4 towards business maturity. A mid-term review and survey will be required by April 2018, to evaluate progress made and ensure that the recommendations of the coaching plan are currently implemented by Participants. In case of a non-positive matching or non-compliance to his/her assigned duties (having monthly interactions with the mentees, keeping contacts with the Copernicus Accelerator team, promptly informing the organizers about any relevant issue connected to the coaching relationship), Mentor may be replaced by a more suitable candidate for the Participants\u00b4 needs.\nMentor will actively support Participants until July 2018, and will then submit a final report together, detailing the outcome of the coaching experience. The Organiser will continuously monitor all relationships, in order to assist both parties and guarantee a positive outcome of the programme. Mentor needs to deliver all requested reports and schedule all requested meetings. The Organiser will provide Mentor with templates for the documents to be produced. Mentors and Participants will meet again at the closing bootcamp, held in October/November 2018, that will official seal the closing of their mentoring relationship.\nAt the end of the coaching service, Mentor will fill in a questionnaire on the coaching service and the overall experience and will also be subject to a specific questionnaire compiled by Participants.\n3 Payment\nThe Organiser will reimburse Mentor the travel arrangements and accommodation for the Acceleration Bootcamp in Tallinn in 2017 (a maximum of EUR 800) and the closing bootcamp in 2018 (a maximum of EUR 700). The coaching service provided by Mentor is worth a maximum fee of EUR 5,000 (VAT excluded) per Participant coached, that will be remunerated to Mentor at the end of the programme, after the submission and approval of the final summary report of the coaching relationships. Payment shall be made within 30 days from the receipt of invoice, and following the invoice verification by Organiser. No deductions will be made from the gross fees paid to mentor who shall be solely responsible for ensuring that all and any Government taxes and other deductions are paid by him/her.\n4 Definition of Confidential Information\n\u201cConfidential Information\u201d means any Idea disclosed to Mentor, all data and information, know-how, business concepts, software, procedures, products, services, development projects, and programmes contained in such Idea and/or its description and any conclusions. Confidential Information does not include:\n> information already known or independently developed by Mentor prior to the disclosure of any Idea;\n> information already in the public domain through no wrongful act of Mentor; or\n> information received from a third party who was free to disclose such information.\nIn case of doubt any information is deemed to be Confidential Information unless Mentor proves that such information is not confidential.\n5 Non-Disclosure of Confidential Information / Obligations of Mentor\nMentor shall not use any Confidential Information for any purpose except to review, assess and help develop the Participants\u00b4 Ideas.\nMentor shall not disclose any Confidential Information to any third party or to Mentor\u2019s employees and/or employer without the prior written consent of the Participants. Mentor shall require his/her employees who will have access to Confidential Information to commit to a non-disclosure agreement that protects the Confidential Information to at least the same degree as this Agreement. Mentor shall take all reasonable measures to protect the secrecy of, and avoid any unauthorised disclosure or use of Confidential Information. Such measures shall include the highest degree of care that Mentor utilises to protect Mentor\u2019s own confidential information of a similar nature, but no less than reasonable care.\nNotwithstanding Mentor\u2019s right to assess and rate the Ideas of the Participants, Mentor shall not use the Confidential information for his/her own or third parties purposes and shall not file for any intellectual property right protection for the Confidential Information or parts of it.\nMentor shall notify Organiser immediately in writing of any misuse or misappropriation of any Confidential Information that may come to Mentor\u2019s attention. Mentor agrees to segregate all Confidential Information relating to this agreement from Confidential Information of others to avoid commingling.\n6 Discontinuation of Use, Return of Materials\nAt Organiser\u2019s first request, Mentor shall:\n(a) discontinue all use of Confidential Information;\n(b) return to Organiser and/or Participants all materials furnished by Organiser and/or Participants that contain Confidential Information;\n(c) destroy any copy and all materials produced by and under control of Organiser and/or Participants that contain Confidential Information;\n(d) erase and/or destroy any Confidential Information contained in computer memory or data storage apparatus of, under control of or used by Mentor;\n(e) remove the Confidential Information from any software or data base of, under control of/or used by Mentor that incorporates or uses the Confidential Information in whole or in part; and\n(f) warrant in writing to Organiser, within ten (10) days after Organiser\u2019s request, that Mentor has taken all actions set out under (a) through (e) in this Clause 4.\n7 Notice of Required Disclosure\nIf Mentor is required by mandatory, non-appealable judicial or administrative process and/or order to disclose Confidential Information, then Mentor shall promptly notify Organiser and allow Organiser and the Participants reasonable time to oppose such process unless this is not admissible under a mandatory law, judicial or administrative order. Notwithstanding the foregoing, Mentor shall disclose Confidential Information only to the minimum extent required to comply with such order.\n8 Proprietary Rights, Limited Right to Use\nAny and all proprietary rights, including but not limited to rights to and in inventions, patent rights, utility models, copyrights, trademarks and trade secrets, in and to any Confidential Information shall be and remain with the Participants respectively, and Mentor shall not have any right, license, title or interest in or to any Confidential Information, except the limited right to review, assess and help develop such Confidential Information in connection with the Copernicus Accelerator 2017.\n9 Term\nThis Agreement shall be effective as of 2 May 2017 and may not be terminated except for important cause. Notwithstanding the termination of this Agreement, any Confidential Information must be kept confidential for as long as such Confidential Information is not publicly known unless it becomes part of the public domain through no wrongful act of Mentor. This agreement may not be changed or modified, except by an agreement in writing, signed by both parties.\n10 Governing Law\nThis Agreement and the rights and obligations of the parties hereunder shall be governed by the material laws of the Federal Republic of Germany.\n11 Jurisdiction\nThe place of jurisdiction for any and all legal disputes arising out of or in connection with this Agreement is Munich (Landgericht M\u00fcnchen I). Imperative places of jurisdiction under German Law shall remain unaffected by the foregoing.\n12 Notification of Unauthorised Use\nMentor shall notify Organiser immediately upon discovery of any unauthorised use or disclosure of Confidential Information or any other breach of this Agreement by Mentor, and will cooperate with\nOrganiser in every reasonable way to help Organiser regain possession of the Confidential Information and prevent its further unauthorised use or publication.\n13 Remedies\nMentor acknowledges that his/her obligations under this Agreement are necessary and reasonable in order to protect the Ideas and the Confidential Information. Each party further acknowledges that any breach by Mentor of Mentor\u2019s covenants and agreements set forth in this Agreement or threatened violation of such may cause irreparable injury to Organiser and to Participants.\n14 Miscellaneous\nThis Agreement shall be binding upon Organiser and Mentor, and their successors and assigns. This Agreement contains the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior discussions, agreements and understandings of every nature between them. This Agreement may not be changed or modified, except by an agreement in writing, signed by both\nof the parties.\nThe failure or delay on the part of either party to exercise any right under this Agreement shall not be deemed a waiver of any rights under this Agreement.\nMentor is aware that an unauthorised disclosure of the Ideas and of the assessment and development of the Ideas and of any Confidential Information may lead to serious damage to Participants and the Organiser of the Copernicus Accelerator 2017. This Agreement shall be for the benefit of the Participants.\nThe Organiser and the European Commission will use the Mentor\u00b4s contact information to inform him/her of all matters related to the Copernicus Accelerator 2017 and of any other issues the Organiser and the European Commission deem relevant and appropriate. The failure or delay on the part of either party to exercise any right under this agreement shall not be deemed a waiver of any rights under this agreement.\n", "spans": [ [ 0, 51 ], [ 52, 68 ], [ 69, 222 ], [ 223, 358 ], [ 359, 508 ], [ 509, 645 ], [ 646, 765 ], [ 766, 768 ], [ 768, 899 ], [ 900, 1040 ], [ 1041, 1179 ], [ 1180, 1332 ], [ 1333, 1479 ], [ 1480, 1630 ], [ 1631, 1768 ], [ 1769, 1917 ], [ 1918, 2064 ], [ 2065, 2073 ], [ 2074, 2220 ], [ 2220, 2369 ], [ 2369, 2483 ], [ 2483, 2730 ], [ 2730, 2879 ], [ 2880, 2893 ], [ 2894, 3204 ], [ 3204, 3359 ], [ 3359, 3522 ], [ 3522, 3642 ], [ 3643, 3765 ], [ 3765, 4042 ], [ 4043, 4045 ], [ 4045, 4152 ], [ 4153, 4191 ], [ 4192, 4350 ], [ 4350, 4386 ], [ 4386, 4603 ], [ 4604, 4800 ], [ 4800, 4847 ], [ 4848, 5143 ], [ 5143, 5388 ], [ 5389, 5538 ], [ 5538, 5725 ], [ 5725, 6087 ], [ 6088, 6243 ], [ 6243, 6385 ], [ 6385, 6468 ], [ 6468, 6551 ], [ 6551, 6716 ], [ 6717, 6918 ], [ 6919, 6928 ], [ 6929, 7136 ], [ 7136, 7409 ], [ 7409, 7528 ], [ 7528, 7710 ], [ 7711, 7751 ], [ 7752, 8016 ], [ 8016, 8058 ], [ 8059, 8160 ], [ 8161, 8241 ], [ 8242, 8326 ], [ 8327, 8464 ], [ 8465, 8533 ], [ 8534, 8666 ], [ 8667, 8837 ], [ 8837, 9055 ], [ 9055, 9198 ], [ 9198, 9377 ], [ 9378, 9665 ], [ 9666, 9686 ], [ 9686, 9822 ], [ 9822, 9966 ], [ 9967, 10012 ], [ 10013, 10056 ], [ 10057, 10109 ], [ 10110, 10249 ], [ 10250, 10390 ], [ 10391, 10539 ], [ 10540, 10729 ], [ 10730, 10863 ], [ 10863, 10875 ], [ 10875, 10896 ], [ 10897, 10928 ], [ 10929, 11277 ], [ 11277, 11417 ], [ 11418, 11460 ], [ 11461, 11963 ], [ 11964, 11970 ], [ 11971, 12076 ], [ 12076, 12328 ], [ 12328, 12433 ], [ 12434, 12450 ], [ 12451, 12596 ], [ 12597, 12612 ], [ 12613, 12757 ], [ 12757, 12849 ], [ 12850, 12885 ], [ 12886, 12906 ], [ 12906, 13081 ], [ 13082, 13240 ], [ 13241, 13252 ], [ 13253, 13412 ], [ 13412, 13629 ], [ 13630, 13646 ], [ 13647, 13740 ], [ 13740, 13954 ], [ 13954, 14050 ], [ 14051, 14066 ], [ 14067, 14223 ], [ 14224, 14469 ], [ 14469, 14529 ], [ 14530, 14787 ], [ 14787, 14943 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 85 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 55 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 88 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 72, 76, 77 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 63 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 82 ] }, "nda-13": { "choice": "Entailment", "spans": [ 56, 59 ] }, "nda-5": { "choice": "Contradiction", "spans": [ 63 ] }, "nda-4": { "choice": "Entailment", "spans": [ 62 ] } } } ], "document_type": "search-pdf", "url": "http://www.copernicus-masters.com/wp-content/uploads/2017/07/CopAcc_NDA-and-ToP-Mentors_2.0_2017.pdf" }, { "id": 87, "file_name": "Cyber Mutual Assistance NDA.pdf", "text": "Mutual Non-Disclosure and Use of Information Agreement\nto Support Emergency Cyber Mutual Assistance\nThis Non-Disclosure and Use of Information Agreement (the \"Agreement'') is made and entered into as of this 15th day of June, 2016 by and among each entity that executes and delivers the signature page to this Agreement (each, a \"Participating Entity\" and collectively, the \"Participating Entities\").\nA. Each Participating Entity is participating in a voluntary effort to assist the Electricity Subsector Coordinating Council (ESCC) in developing and implementing one or more industry initiatives to provide cyber emergency assistance to entities in the electric sector (collectively, the \u201cCyber Mutual Assistance Program\u201d).\nB. In connection with the Cyber Mutual Assistance Program, each Participating Entity may voluntarily choose to request from or provide to another Participating Entity emergency cyber mutual assistance in response to a cyber emergency;\nC. The development and implementation of any Cyber Mutual Assistance Program, including any request or provision of cyber mutual assistance between Participating Entities, may necessitate the exchange of certain confidential or proprietary information.\nNOW, THEREFORE, in consideration of the mutual covenants in this Agreement, the Participating Entities agree as follows:\n1. Purpose, Scope, and Definitions. The purpose of this Agreement is to permit each Participating Entity to exchange Confidential Information (as defined below) as needed to pursue the development and implementation of a Cyber Mutual Assistance Program, including any request for or provision of cyber mutual assistance between Participating Entities in response to a cyber emergency or in connection with any Cyber Mutual Assistance Program.\n\u201cConfidential Information\u201d under this Agreement consists of:\n(i) all information disclosed by any Participating Entity, or any of its employees, directors, officers, affiliates, partners, agents, advisors or other representatives (\u201cRepresentatives\u201d) pursuant to that Participating Entity\u2019s participation in or contribution to the development or implementation of a Cyber Mutual Assistance Program, including any Participating Entity\u2019s request for or provision of cyber mutual assistance, whether disclosed prior to or following the execution of this Agreement;\n(ii) any information or documentation produced by a Participating Entity, or any of its Representatives, under any Cyber Mutual Assistance Program or related to a specific request for or response to cyber mutual assistance, including any analysis of such information, and whether produced prior to or following the execution of this Agreement;\n(iii) any aggregation, consolidation, or listing of information or documentation disclosed by one or more Participating Entities, or any of their respective Representatives, pursuant to the development or implementation of a Cyber Mutual Assistance Program including any Participating Entity\u2019s request for or provision of cyber mutual assistance; and\n(iv) all observations of equipment (including computer screens) and oral disclosures related to the development of any Cyber Mutual Assistance Program or a specific request for or response to cyber mutual assistance, including the systems, operations, and activities of each Participating Entity, whether such observations or oral disclosures were made prior to or following the execution of this Agreement.\n2. Non-Disclosure and Use of Confidential Information. Each Participating Entity agrees (i) to maintain the confidentiality of all Confidential Information obtained, (ii) without the express permission of the Participating Entity providing such information, not to disclose such information to third parties, and (iii) to use such information only for the express purpose of developing and implementing a Cyber Mutual Assistance Program, including in connection with any request for or provision of cyber mutual assistance between Participating Entities. Each Participating Entity shall use the Confidential Information received hereunder only for the purposes identified in Section 1. Notwithstanding the forgoing, a Participating Entity may use and internally share Confidential Information as deemed necessary to respond to an actual or threatened cyber emergency that places, or has the potential to place, the Participating Entity\u2019s cyber systems at risk. Any other use shall be only with the prior written consent of the Participating Entity or Participating Entities that provided the Confidential Information sought to be used.\n3. Exemptions to Non-Disclosure. Notwithstanding Sections 1 and 2, a Participating Entity shall not have breached any obligation under this Agreement if the Confidential Information is disclosed to a third party when the Confidential Information:\n(a) was in the public domain at the time of such disclosure or is subsequently made available to the public by the Participating Entity who provided the Confidential Information, or otherwise consistent with the terms of this Agreement; or\n(b) had been received or independently developed by such Participating Entity at or prior to the time of disclosure through a process other than the development or implementation of the Cyber Mutual Assistance Program; or\n(c) is subsequently disclosed to the Participating Entity by a third party without restriction on use and without breach of any agreement or legal duty; or\n(d) subject to the provisions of Section 4, is used or disclosed pursuant to statutory duty, such as a public records act request, or an order, subpoena, discovery request, or other lawful process issued by a court or other governmental authority of competent jurisdiction or in a judicial proceeding; or\n(e) is disclosed by unanimous agreement of each of the Participating Entity or Participating Entities whose information is subject to such disclosure; or\n(f) after the time of its disclosure hereunder, becomes subsequently available to such Participating Entity on a non-confidential basis from a source not known by such Participating Entity to be bound by a confidentiality agreement or secrecy obligation in respect thereof.\n4. Notice of Pending Third-Party Disclosure or Unauthorized Disclosure.\n(a) In the event that any governmental authority issues an order, subpoena, or other lawful process or a Participating Entity receives a discovery request in a civil proceeding (\"Legal Process\") requiring the disclosure of any Confidential Information, the Participating Entity receiving such Legal Process shall notify in writing the other Participating Entities within five (5) business days of receipt. The Participating Entity receiving such Legal Process shall not be in violation of this Agreement if it complies with the Legal Process requiring disclosure of the Confidential Information after seven (7) business days following Participating Entity notification, as set forth above.\n(b) A Participating Entity shall not disclose any Confidential Information in response to a request under the federal Freedom of Information Act, 5 U.S.C. \u00a7 552, as amended, or an equivalent state or local open records law, except as required by law as determined in the written opinion of such Participating Entity\u2019s legal counsel. Upon receipt of a Freedom of Information Act or public records disclosure request, such Participating Entity shall: (i) notify each Participating Entity or Participating Entities whose information is subject to such disclosure request immediately upon receipt of a request for public records that include all or part of the Confidential Information; and (ii) if, in the written opinion of the legal counsel for the Participating Entity receiving the information request, the Confidential Information is not legally required to be disclosed, treat the requested Confidential Information as exempt from disclosure to the extent permitted by applicable law. The Participating Entity receiving the information request shall cooperate with the Participating Entity or Participating Entities whose information is subject to such disclosure request in challenging the request or seeking another appropriate remedy, as necessary. If such challenge to the request is not successful and another remedy is not obtained, only that portion of the Confidential Information that is legally required to be disclosed, as determined in the written opinion of the Participating Entity\u2019s legal counsel, shall be disclosed.\n(c) Unauthorized Disclosure: If a Participating Entity becomes aware that Confidential Information has been or likely has been disclosed to a third party in violation of this Agreement, the Participating Entity will immediately notify the Participating Entity in writing that provided the disclosed Confidential Information, provide a description of the information disclosed, and provide reasonable assistance to the Participating Entity that provided the disclosed Confidential Information to recover the Confidential Information and prevent further unauthorized disclosure.\n5. Term. This Agreement shall remain in effect as to each Participating Entity unless and until a Participating Entity seeking to withdraw from the agreement provides ten (10) days\u2019 prior written notice to the other Participating Entities, then this Agreement shall terminate with respect to such Participating Entity at the conclusion of such ten (10) day period; provided, however, that termination shall not extinguish any claim, liability, or cause of action under this Agreement existing at the time of termination. The provisions of Sections 1, 2, 3, 4, 5 and 6 shall survive the termination of this Agreement for a period of ten (10) years.\n6. Return or Destruction of Confidential Information. Upon termination of this Agreement, all Confidential Information in the possession or control of a Participating Entity and its Representatives that received such information shall be returned to the Participating Entity that disclosed the information, including all copies of such information in any form whatsoever, unless otherwise instructed in writing by the Participating Entity that disclosed the information. Notwithstanding the foregoing, if the Confidential Information is retained in the computer backup system of a Participating Entity, the Confidential Information will be destroyed in accordance with the regular ongoing records retention process of the Participating Entity. In lieu of return, a Participating Entity may certify to the other Participating Entities in writing that all such Confidential Information, in any form whatsoever, has been destroyed. Notwithstanding anything in this paragraph 6 to the contrary, a Participating Entity may retain a record copy of any Confidential Information if required to do so by applicable law. In such an instance, such Participating Entity shall identify in writing the specific Confidential Information retained, and shall provide the affected Participating Entity or Participating Entities with a written commitment to return or destroy the retained Confidential Information upon the expiration of the retention period required by law. The obligation under this Agreement to maintain the confidentiality of all Confidential Information shall continue to apply to such retained Confidential Information for so long as the Participating Entity possesses such Confidential Information.\n7. Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing, unless otherwise agreed by the Participating Entities, and shall be delivered in person or sent by certified mail, postage prepaid, by overnight delivery, or by electronic mail or electronic facsimile transmission with an original sent immediately thereafter by postage prepaid mail, and properly addressed with respect to a particular Participating Entity, to such Participating Entity\u2019s representative as set forth on such Participating Entity\u2019s signature page to this Agreement. A Participating Entity may from time to time change its representative or address for the purpose of notices to that Participating Entity by a similar notice specifying a new representative or address, but no such change shall be deemed to have been given until such notice is actually received by the Participating Entity being so notified.\n8. Complete Agreement; No Other Rights. This Agreement contains the complete and exclusive agreement of the Participating Entities with respect to the subject matter thereof. No change to this Agreement shall be effective unless agreed to in writing by all of the then existing Participating Entities. This Agreement is not intended to create any right in or obligation of any Participating Entity or third party other than those expressly stated herein.\n9. No Warranties or Representations. Any Confidential Information disclosed under this Agreement carries no warranty or representation of any kind, either express or implied. A Participating Entity receiving such Confidential Information shall not be entitled to rely on the accuracy, completeness, or quality of the Confidential Information, even for the purpose stated in Section 1.\n10. Injunctive Relief. Each Participating Entity agrees that, in addition to whatever other remedies may be available to the other Participating Entities under applicable law, the other Participating Entities shall be entitled to seek injunctive relief with respect to any actual or threatened violation of this Agreement by a Participating Entity or any third party receiving Confidential Information.\n11. Choice of Law and Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflicts of law provision or rule that would cause the application of laws of any other jurisdiction.\n12. Assignment. This Agreement shall be binding upon the Participating Entities, their successors, and assigns. No Participating Entity may assign this Agreement without the prior written consent of the other Participating Entities.\n13. Construction of Agreement. Ambiguities or uncertainties in the wording of this Agreement shall not be construed for or against any Participating Entity, but shall be construed in the manner that most accurately reflects the Participating Entities\u2019 intent as of the date they executed this Agreement.\n14. Signature Authority. Each person signing below warrants that he or she has been duly authorized by the Participating Entity for whom he or she signs to execute this Agreement on behalf of that Participating Entity.\n15. Counterparts. This Agreement may be executed in counterparts, all of which shall be considered one and the same Agreement.\nIN WITNESS WHEREOF, the Participating Entities have executed this Agreement as of the date set forth above.\nDated: __________________________ Participating Entity:\nBy: ___________________________\nName:\nTitle:\n", "spans": [ [ 0, 54 ], [ 55, 99 ], [ 100, 400 ], [ 401, 423 ], [ 423, 724 ], [ 725, 959 ], [ 960, 1212 ], [ 1213, 1333 ], [ 1334, 1370 ], [ 1370, 1776 ], [ 1777, 1837 ], [ 1838, 2337 ], [ 2338, 2681 ], [ 2682, 3032 ], [ 3033, 3440 ], [ 3441, 3496 ], [ 3496, 3515 ], [ 3515, 3529 ], [ 3529, 3607 ], [ 3607, 3754 ], [ 3754, 3996 ], [ 3996, 4015 ], [ 4015, 4127 ], [ 4127, 4402 ], [ 4402, 4576 ], [ 4577, 4610 ], [ 4610, 4823 ], [ 4824, 5063 ], [ 5064, 5285 ], [ 5286, 5441 ], [ 5442, 5746 ], [ 5747, 5900 ], [ 5901, 6174 ], [ 6175, 6246 ], [ 6247, 6653 ], [ 6653, 6936 ], [ 6937, 7270 ], [ 7270, 7386 ], [ 7386, 7624 ], [ 7624, 7925 ], [ 7925, 8192 ], [ 8192, 8472 ], [ 8473, 8502 ], [ 8502, 9049 ], [ 9050, 9059 ], [ 9059, 9571 ], [ 9571, 9697 ], [ 9698, 9752 ], [ 9752, 10169 ], [ 10169, 10442 ], [ 10442, 10627 ], [ 10627, 10809 ], [ 10809, 11154 ], [ 11154, 11400 ], [ 11401, 11413 ], [ 11413, 12016 ], [ 12016, 12357 ], [ 12358, 12398 ], [ 12398, 12533 ], [ 12533, 12660 ], [ 12660, 12812 ], [ 12813, 12850 ], [ 12850, 12988 ], [ 12988, 13197 ], [ 13198, 13221 ], [ 13221, 13240 ], [ 13240, 13600 ], [ 13601, 13630 ], [ 13630, 13874 ], [ 13875, 13891 ], [ 13891, 13987 ], [ 13987, 14107 ], [ 14108, 14139 ], [ 14139, 14411 ], [ 14412, 14437 ], [ 14437, 14630 ], [ 14631, 14649 ], [ 14649, 14757 ], [ 14758, 14865 ], [ 14866, 14873 ], [ 14873, 14900 ], [ 14900, 14921 ], [ 14922, 14926 ], [ 14926, 14953 ], [ 14954, 14959 ], [ 14960, 14966 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 48 ] }, "nda-15": { "choice": "Entailment", "spans": [ 60 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 46 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Entailment", "spans": [ 51 ] }, "nda-3": { "choice": "Entailment", "spans": [ 10, 14 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 16, 17, 19 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 34, 37, 38 ] }, "nda-13": { "choice": "Entailment", "spans": [ 26, 32 ] }, "nda-5": { "choice": "Entailment", "spans": [ 23 ] }, "nda-4": { "choice": "Entailment", "spans": [ 16, 17, 20, 21, 22, 24 ] } } } ], "document_type": "search-pdf", "url": "https://www.electricitysubsector.org/-/media/Files/ESCC/Documents/CMA/Cyber-Mutual-Assistance-NDA.ashx?la=en&hash=E1B1FB222570EC29D102F11D7B26BA49EAB19789" }, { "id": 88, "file_name": "DBT%20Mutual%20NDA.pdf", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (\u201cAgreement\u201d) is made on ___ day of ___ 20__, (\u201ceffective date\u201d) by and between _____________________, a _____________ Corporation, (\u201cXXXXX\u201d) and Data Boiler Technologies, LLC., a Massachusetts corporation (\u201cDBT\u201d).\nWHEREAS, DBT and XXX (the \u201cParties\u201d) desire to engage in business related discussions and negotiations regarding a potential business relationship (\u201cTransaction\u201d).\nWHEREAS, the Parties may provide to each other certain confidential and proprietary information in connection with the Transaction and each desires that any such information provided shall be kept confidential by the other party; and\nWHEREAS, in consideration of the disclosure of such information, each party is willing to keep the other party\u2019s information confidential in accordance with the terms and conditions set forth in this Agreement;\nNOW, THEREFORE, DBT and XXX hereby agree as follows:\n1. Confidential Information \u201cConfidential Information\u201d means nonpublic information that disclosing party (\u201cDisclosing Party\u201d) designates as being confidential or which, under the circumstances surrounding disclosure the receiving party (\u201cReceiving Party\u201d) should know is treated as confidential by the Disclosing Party. Confidential Information includes, without limitation, non-public information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party\u2019s business policies or practices, financial information, technical information, computer systems, infrastructure designs, data, analysis, compilations, studies or other documentation and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to Receiving Party by any Disclosing Party, its related entities and/or agents is covered by this Agreement. Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party\u2019s breach of any obligation owed to Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party\u2019s disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; (iv) is independently developed by Receiving Party without access to the Disclosing Party\u2019s information, or (v) the Confidential Information is required to be disclosed pursuant to a requirement of a governmental agency or law so long as the other party is provided notice of such requirement prior to any such disclosure.\n2. Obligations Each party agrees that it shall not make use of, disseminate, or in any way disclose any Confidential Information of the Disclosing Party to any person, firm, or business, except to the extent necessary for the Transaction. The existence of any business negotiations, discussions, consultations, or agreements in progress between the parties shall not be released to any form of public media, unless agreed between the parties in writing. Both parties acknowledge that the Receiving Party shall protect the secrecy of all Confidential Information, that said Confidential Information is of critical importance to the Disclosing Party, that any violation of this Agreement would seriously and irreparably impair and damage the Disclosing Party's business, and that the Recipient shall keep all Confidential Information in a fiduciary capacity for the sole benefit of the Disclosing Party. The Receiving Party agrees that it shall treat all Confidential Information of the Disclosing Party with the same degree of care as it accords to its own Confidential Information, and the Receiving Party represents that it exercises reasonable care to protect its own Confidential Information. The Receiving Party agrees disclose Confidential Information only to those employees who need to know such information and certifies that such employees have previously agreed, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Agreement. The Receiving Party will immediately and unconditionally give written notice to the Disclosing Party of any unauthorized use or disclosure of the Confidential Information. The Receiving Party agrees to assist the Disclosing Party in remedying any such unauthorized use or disclosure of the Confidential Information.\nMUTUAL NON-DISCLOSURE AGREEMENT\n3. Return of Information Upon the request of the Disclosing Party, Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information at Disclosing Party\u2019s request, or at Disclosing Party\u2019s option, certify destruction of the same.\n4. Injunctive Relief Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive and other equitable relief (without bond and without the necessity of showing actual monetary damages) as may be deemed proper by a court.\n5. No Further Rights All Confidential Information is and shall remain the property of Disclosing Party. Nothing contained in this Agreement shall be construed to as granting or conferring any rights in the Confidential Information except as provided herein.\n6. No Commitment. The parties expressly agree that the provision of Information hereunder and discussions held in connection with the Transaction shall not prevent either party from pursuing similar discussions with third parties or obligate either party to continue discussions with the other or to take, continue or forego any action relating to the Transaction. Any estimates or forecasts provided by either party to the other shall not constitute commitments.\n7. Miscellaneous\nI. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorized officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.\nII. This Agreement shall be construed and controlled by the laws of the State of Massachusetts and both parties further consent to jurisdiction by the state and federal courts sitting in Boston, Massachusetts.\nIII. Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. Neither party may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the other party's prior approval.\nData Boiler Technologies, LLC. XXXXX\nSigned: _________________________ Signed: _________________________\nName: _________________________ Name: _________________________\nTitle: __________________________ Title: __________________________\nDate: __________________________ Date: __________________________\n", "spans": [ [ 0, 31 ], [ 32, 142 ], [ 142, 276 ], [ 277, 440 ], [ 441, 674 ], [ 675, 885 ], [ 886, 938 ], [ 939, 1259 ], [ 1259, 1766 ], [ 1766, 1910 ], [ 1910, 1975 ], [ 1975, 2102 ], [ 2102, 2218 ], [ 2218, 2385 ], [ 2385, 2493 ], [ 2493, 2707 ], [ 2708, 2723 ], [ 2723, 2947 ], [ 2947, 3162 ], [ 3162, 3610 ], [ 3610, 3904 ], [ 3904, 4255 ], [ 4255, 4427 ], [ 4427, 4570 ], [ 4571, 4602 ], [ 4603, 4628 ], [ 4628, 4874 ], [ 4875, 5282 ], [ 5283, 5387 ], [ 5387, 5540 ], [ 5541, 5559 ], [ 5559, 5906 ], [ 5906, 6004 ], [ 6005, 6021 ], [ 6022, 6136 ], [ 6136, 6266 ], [ 6266, 6519 ], [ 6519, 6661 ], [ 6662, 6871 ], [ 6872, 7040 ], [ 7040, 7199 ], [ 7200, 7231 ], [ 7231, 7236 ], [ 7237, 7245 ], [ 7245, 7271 ], [ 7271, 7279 ], [ 7279, 7304 ], [ 7305, 7311 ], [ 7311, 7337 ], [ 7337, 7343 ], [ 7343, 7368 ], [ 7369, 7376 ], [ 7376, 7403 ], [ 7403, 7410 ], [ 7410, 7436 ], [ 7437, 7443 ], [ 7443, 7470 ], [ 7470, 7476 ], [ 7476, 7502 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 28, 29 ] }, "nda-10": { "choice": "Entailment", "spans": [ 18 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 8 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 10, 14 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 26 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 10, 15 ] }, "nda-13": { "choice": "Entailment", "spans": [ 10, 13, 31 ] }, "nda-5": { "choice": "Entailment", "spans": [ 21 ] }, "nda-4": { "choice": "Entailment", "spans": [ 17 ] } } } ], "document_type": "search-pdf", "url": "http://www.databoiler.com/index_htm_files/DBT%20Mutual%20NDA.pdf" }, { "id": 89, "file_name": "Data Use Agreement New York City.pdf", "text": "Data Use And Non-Disclosure Agreement\nBetween\nThe New York City Department of Health and Mental Hygiene\nAnd\n___________________________________ (\u201cData Recipient\u201d)\nThis DATA USE AND NON-DISCLOSURE AGREEMENT (\u201cAgreement\u201d) made as of the _______ day of _______, 2014 (\u201cEffective Date\u201d) by and between the City of New York through its Department of Health and Mental Hygiene (\u201cDOHMH\u201d), Division of _____________________, having its primary offices at Gotham Center, 42-09 28th Street, Queens, NY 11101-4132, and _______________________ (\u201cData Recipient\u201d), having its primary offices at ____________________________ (each a \u201cParty\u201d and, collectively, the \u201cParties\u201d).\nWHEREAS, pursuant to [LEGAL/PROGRAM TO ENTER BASED ON APPLICATION] the DOHMH is authorized to share Data, as defined herein, with the Data Recipient;\nWHEREAS, the Data Recipient desires to use the Data for public educational or research purposes that have been approved by the DOHMH; and\nWHEREAS, [ADDITIONAL WHEREAS CLAUSES MAY BE ENTERED AS APPLICABLE] [OPTIONAL],\nNOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and other valuable and good consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the following:\nI. TERM AND TERMINATION\nA. Term. This Agreement shall commence as of the Effective Date and shall terminate on ____________________.\nB. Termination for Cause. Breach of a material provision of this Agreement by the Data Recipient, or the Authorized Users, shall be grounds for termination of this Agreement by DOHMH. Upon becoming aware of such a material breach, DOHMH may do one or more of the following:\n1. Provide an opportunity for Data Recipient to cure the violation within 30 days, and terminate the Agreement if Data Recipient does not cure or end the violation within the time specified by DOHMH;\n2. Demand assurances from the Data Recipient that remedial actions will be taken to remedy the circumstances that gave rise to the violation within a time frame set by, or approved by, DOHMH;\n3. Immediately terminate the Agreement; and/or\n4. Determine that no further Data, or other data, will be released to, nor agreements entered into with, Data Recipient for a period of time to be determined by DOHMH.\nC. Termination by DOHMH without Cause. DOHMH may terminate this Agreement at any time by providing 15 days written notice to Data Recipient.\nD. Effect of Termination.\n1. The Data Recipient will not be entitled to any damages for reason of the termination of this Agreement.\n2. Upon the termination of this Agreement for any reason, the confidentiality provisions set forth herein shall continue to apply to the Data shared with Data Recipient pursuant to this Agreement. Except as provided in paragraph (3) of this subsection, upon termination of this Agreement, for any reason, Data Recipient shall return or destroy the Data provided by DOHMH that Data Recipient maintains in any form, and all copies of the Data in all its forms. Data Recipient will confirm in writing to DOHMH Data Recipient\u2019s destruction or return of Data, and all copies, within 60 days of the termination of this Agreement.\n3. In the event that Data Recipient determines that returning or destroying all of the Data, and all copies of the Data, is infeasible, Data Recipient shall provide to DOHMH notification of the conditions that make return or destruction infeasible. Upon receipt by DOHMH of such notification that return or destruction of the Data is infeasible, Data Recipient shall extend the protections of this Agreement to such Data and limit further uses and disclosures of such Data to those purposes that make the return or destruction infeasible, for so long as Data Recipient maintains such Data.\nII. PURPOSE OF AGREEMENT\nA. This Agreement sets forth the terms and conditions under which the formal access to certain data, as described in Section III of this Agreement and Attachment A hereto, is to be provided to the Data Recipient by DOHMH. This Agreement also describes, in its Attachment B, what use the Data Recipient may make of the Data. Furthermore, this Agreement also sets forth the security requirements that such access and use is conditioned upon, what responsibilities the Data Recipient agrees to assume in connection with such use and disposition of the Data, and all permutations of the Data, and the procedures for security, transfer, use, retention, ownership, and confidentiality of the Data.\nB. The headings and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing or enforcing any of the provisions of this agreement.\nIII. THE DATA\nA. Definition of Data. Data shall mean the data produced by DOHMH to Data Recipient pursuant to this Agreement and will include, without limitation, the specific description and data elements set forth in Attachment A to this Agreement.\nB. Data Transmission. Upon the execution of this Agreement by the Parties, DOHMH shall securely transmit Data to the Data Recipient. [PROGRAM TO NEGOTIATE TERMS AND CONDITIONS OF DATA TRANSMISSION, INCLUDING A SCHEDULE FOR DATA TRANSMISSION AS APPLICABLE].\nC. Data Ownership. The Data Recipient hereby acknowledges that the DOHMH is the exclusive owner of the Data and all trade secrets and other rights therein. No license or conveyance of any such rights is granted or implied under this Agreement. Data Recipient shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from Data, other than for the purpose stated in Attachment B for which the Data was provided under this Agreement. DOHMH may at any time request that the Data be promptly returned. Upon written request by DOHMH, Data Recipient shall promptly return to DOHMH Data, notes, and other tangible materials representing the Data and all copies and reproduction thereof (in whole or in part) and shall delete or otherwise destroy any copies or reproductions of such Data that may reside in Data Recipient\u2019s possession, including but not limited to, on Data Recipient\u2019s server, computer systems, or files.\nIV. PERMITTED USES OF THE DATA\nA. Data Recipient agrees to use the Data solely for the purposes set forth in Attachment B to this Agreement, and for no other purposes.\nB. Institutional Review Board (IRB) Review [IF APPLICABLE].This project has been reviewed by the DOHMH IRB [and/or the _________ IRB] as human subjects research [OR \u201cPublic Health: Non-Research\u201d and is not under the purview of the IRB.]\nV. CONFIDENTIALITY AND SECURITY OF DATA\nA. Compliance with Applicable Privacy and Security Laws, Rules, and Regulations. The Data provided under this Agreement shall be used and maintained in accordance with applicable provisions of federal, state, and local laws, rules and regulations as are in effect at the time the Data is produced by DOHMH and retained by Data Recipient.\nB. Restrict Access to \u201cAuthorized Users\u201d.\n1. Only the Data Recipient\u2019s employees and/or consultants required to use the Data to perform the functions of this Agreement that are set forth in Attachment B, and so designated by Data Recipient as \u201cAuthorized Users\u201d in Attachment C to this Agreement, will be given access to the Data.\n2. Such Authorized Users will be trained by Data Recipient as to the confidential nature of the Data, and its proper handling, and shall sign an agreement, in a form approved by DOHMH, to treat the Data as confidential and meet any appropriate security requirements (\u201cAuthorized User Agreement\u201d).\n3. Data Recipient will provide DOHMH with a copy of each Authorized User Agreement that it has secured prior to the exchange of Data and prior to granting any user access to the Data.\n4. Data Recipient will notify DOHMH of any changes to Attachment C within 5 days of any changes to the Authorized User list. In addition, Data Recipient will provide DOHMH with any newly entered Authorized User Agreement with an employee and/or consultant within 5 days of entering such an agreement pursuant to the terms of this Agreement.\n5. Data Recipient shall immediately notify DOHMH if any Authorized User has failed to comply with the terms of this Agreement and has compromised the privacy and security of the Data. Such conduct will result in the immediate removal of the user from the list of Authorized Users and the immediate termination of Data access to that specific user.\nC. Security and Confidentiality. When Data Recipient receives Data from the DOHMH in accordance with this Agreement, or creates and uses files derived from Data, Data Recipient shall maintain the security and confidentiality of Data as required by this Agreement and applicable laws, rules and regulations. Except as otherwise provided in this Agreement, Data Recipient shall not, at any time, directly or indirectly disclose, share, give, loan, sell, or otherwise grant access to the Data provided pursuant to this Agreement, in part or in whole, to any other person or organization. Without limiting this provision, the following confidentiality and security measures shall apply:\n1. Disclosure of Individually Identifiable Information. Data Recipient shall not disclose Data, or any information it receives pursuant to this Agreement that is individually identifiable information, or information, which combined with publicly available information, may reasonably be used to identify an individual. Individually Identifying Information must be maintained in a manner approved by DOHMH, and consistent with applicable laws rules and regulations.\n2. Reporting Unauthorized or Inadvertent Use or Disclosure. Data Recipient agrees to report to DOHMH in writing any unauthorized or inadvertent use or disclosure of the Data by Data Recipient, its employees and/or consultants in violation of this Agreement, including, but not limited to, the theft or loss of portable devices or equipment containing Data or copies of Data, and any remedial action to be taken by Data Recipient with respect to such unauthorized or inadvertent use or disclosure. Data Recipient shall make such report to the designated privacy officer of DOHMH (per the Notice specifications of Section IX of this Agreement), in writing, within 3 business days after Data Recipient becomes aware of the unauthorized or inadvertent use or disclosure. Data Recipient agrees to fully cooperate with any investigation conducted by DOHMH or its agents of any such unauthorized or inadvertent use or disclosure.\n3. Accounting for Unauthorized or Inadvertent Use or Disclosure. In the event that an unauthorized or inadvertent use or disclosure of Data provided by DOHMH is made to a third party, Data Recipient shall ensure that a proper record of such unauthorized or inadvertent use or disclosure is kept and immediately provided to DOHMH. Data Recipient shall also assist in any subsequent investigation of the unauthorized or inadvertent use or disclosure and mitigate any possible resulting damages of same. The record required under this provision, shall include, at a minimum:\na. The date of the disclosure;\nb. The name of the recipient;\nc. The address of the recipient, if known;\nd. A brief description of the information disclosed;\ne. Any remedial measures taken to retrieve or otherwise repossess such information; and\nf. All other details required or necessary for DOHMH to know when and how such unauthorized disclosure was made and what mitigating steps are being undertaken or recommended by the Data Recipient.\nD. Safeguards to Protect the Data. Data Recipient shall take all reasonable measures to safeguard and keep the Data confidential and secure, including, but not limited to:\n1. storing the Data in secure access-restricted files;\n2. encrypting any laptop, USB, CD or other mobile storage tool, device, or equipment used to store and/or transmit Data;\n3. creating a password or encryption system to obtain and restrict access to Data only to those Authorized Users who have signed the Authorized User Agreement;\n4. keeping any hardcopy versions of the files in locked areas with restricted access, and with a log book for users to sign in and sign out files;\n5. ensuring that only Authorized Users shall have access to Data;\n6. provide a firewall to protect Data so that no third party is allowed access to the Data; and\n7. complying with any additional DOHMH security requirement imposed on Data Recipient to ensure the security of the Data and minimize the risks of a breach.\nE. Security Audits. DOHMH reserves the right to conduct tests of the Data Recipient\u2019s internal data safekeeping and other control systems prior to transfer of Data, and periodically after the transfer of Data, to provide reasonable assurance to itself that the Data Recipient is receiving and safekeeping the Data in compliance with the provisions of this Agreement and applicable laws, rules, and regulations. Upon request by DOHMH, the Data Recipient will promptly provide access and respond to DOHMH inquiries regarding Data privacy and security.\nF. No Reproduction without Consent. Except as set forth in Section III, Data Recipient shall not reproduce the Data in any form without the prior written consent of DOHMH.\nG. Survival. Upon the Expiration of this Agreement, only the continued use of Data for the purposes set forth in Attachment B will cease. All other provisions of this Agreement, including this Section V, shall survive.\nVI. REMEDIES FOR BREACH\nA. Data Recipient acknowledges that:\n1. the breach of this Agreement will cause DOHMH irreparable damage for which recovery of damages would be inadequate;\n2. the damages flowing from such breach are not readily susceptible to measurement in monetary terms; and\n3. DOHMH shall be entitled to immediate injunctive relief restraining any breach hereof, as well as such further relief as may be granted by a court of competent jurisdiction.\nB. Nothing in this Agreement shall be deemed to limit DOHMH\u2019s remedies at law or in equity for any such breach by Data Recipient of any term of this Agreement.\nVII. WAIVER\nA. Any waiver by DOHMH of any act, failure to act or breach on the part of Data Recipient shall not constitute a waiver by DOHMH of any prior or subsequent act or failure to act or breach by Data Recipient and shall not be effective unless set forth in a written document executed by DOHMH.\nVIII. INDEMNIFICATION\nA. In no event will DOHMH be liable for any use by Data Recipient, its employees and/or consultants of the Data, or for any loss, claim, damage or liability, of whatsoever kind or nature, which may arise from, or in connection with, this Agreement, or for the use or dissemination by Data Recipient of the Data.\nB. Data Recipient agrees to defend, indemnify and hold harmless DOHMH, the City of New York, and their respective employees, officers, subcontractors, agents, and other members of their workforce (each of the foregoing hereinafter referred to as \u201cIndemnified Party\u201d) against all losses suffered by the Indemnified Party and all liability to third parties arising from or in connection with:\n1. any breach of the provisions of this Agreement by Data Recipient;\n2. any breach of the provisions of this Agreement relating to the use or disclosure of Data; or\n3. any negligent act or omission or intentional tortious act by Data Recipient that results in a violation of any laws, rules, or regulations.\nC. Accordingly, on demand, Data Recipient shall reimburse the Indemnified Party for any and all losses, liabilities, fines, penalties, costs, or expenses (including reasonable attorneys\u2019 fees) which may for any reason be imposed upon the Indemnified Party by reason of any suit, claim, action, or proceeding, or demand by any third party which results from the conduct in XI.B.1, 2, or 3 above.\nIX. NOTICE\nA. All notices under this Agreement shall be in writing and shall be deemed delivered as follows: (1) if by personal delivery or electronic mail, upon receipt; (2) if by Federal Express or by another national overnight courier, upon the second business day after deposit with such courier; or (3) if by US certified mail, return receipt requested, upon the fifth day after deposit in the mail. All notices shall be sent to the names and addresses set forth below. Either Party may change its contact information by notice to the other; any such change shall take effect immediately upon delivery of such notice. Any notice pursuant to this Agreement shall be given or made to the respective Parties as follows:\nFor DOHMH:\nNew York City Department of Health and Mental Hygiene\n42-09 28th Street\nLong Island City, New York 11101\nAttn: _________________________\n[ENTER TITLE: __________________]\nCc: DOHMH Chief Privacy Officer (for breach notifications)\nFor Data Recipient [ENTER NAME OF DATA RECIPIENT]:\n[ENTER NAME OF ORGANIZATION]\n[ENTER ORGANIZATION\u2019S ADDRESS]\nAttn: ______________________________\n[ENTER TITLE: __________________]\nX. PUBLICATION AND PUBLIC RELEASE OF DATA\nA. Data Recipient shall not reveal any individual identifying information such as a person\u2019s date of birth, last name, first name, or any other identifying information in any draft or final publication.\n[OPTIONAL/SUBJECT TO PROGRAM NEEDS AND NEGOTIATION WITH DATA RECIPIENT]\nB. Data Recipient must obtain prior written approval from the DOHMH before releasing any public information concerning this Agreement.\nC. Subject to the terms of this Agreement, including without limitation, Attachment B to this Agreement, which describes the uses that the Data Recipient may make of the Data, the Data Recipient may publish or publicly present its work as described in Attachment B, which must not contain any individually identifiable information, of the use undertaken in accord with Attachment B. Prior to publication or public presentation of such work product, the Data Recipient will submit its final work product to the DOHMH for review and approval. If the work product:\n1. Is to be a work-made-for-hire for the benefit of the DOHMH or if it is to be a collaborative effort, then the final work product must be satisfactory in form to the DOHMH, and will be submitted to DOHMH, revised in accord with the DOHMH comments, and resubmitted for review and approval at such intervals as may be specified by the DOHMH until final approval by the DOHMH is achieved; or\n2. Is to be a work of an academic institution or scholar associated with an academic institution, then the conclusions reached in academic publications are subject to the DOHMH prior review and comment before publication or public presentation, with turnaround time of each successive draft being no longer than 30 days, unless otherwise specified in Attachment B; but it is provide, further, however, that if the Data Recipient and the DOHMH cannot come to an accord about the content thereof, then the academic institution or the academician must allow DOHMH to include a written dissenting opinion in the form required by DOHMH as to the conclusions/findings reached by the work product in publications and in oral presentations.\nD. [ADDITIONAL TERMS TO BE DEVELOPED BY PROGRAM AS APPLICABLE]\nXI. MERGER CLAUSE\nA. This Agreement and the Exhibits hereto constitute the entire understanding of the Parties and merges all prior discussion, agreements or understandings into it. No prior agreement, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the Parties.\nXII. MODIFICATION\nA. This Agreement may, from time to time, be modified by a writing signed by authorized representatives of the Parties. It may not be altered, modified, rescinded or extended orally.\nB. The Exhibits hereto may be modified upon written agreement by the Parties without the need to amend this Agreement in its entirety.\nXIII. NON-ASSIGNMENT CLAUSE\nA. The Data Recipient agrees that it shall not subcontract, assign, transfer, convey or otherwise dispose of its obligations under this Agreement except by operation of law, without the prior written consent of the other party.\nXIV. NO THIRD PARTY BENEFICIARY\nA. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the Parties, any rights, remedies, obligations, or liabilities whatsoever.\nXV. ADDITIONAL PROVISIONS\nA. Jurisdiction, Venue, and Applicable Law. This Agreement shall be governed, construed, applied and enforced in accordance with the internal laws of the State of New York.\nB. Agency. For purposes of this Agreement, Data Recipient shall be deemed to be acting as an independent entity, and not an agent, of the DOHMH or the City of New York.\nC. No Data Warranties. Nothing contained herein shall constitute any representation, warranty, or guarantee to the Data Recipient with respect to the value or accuracy of the Data or information exchanged or that such exchanged information does not infringe any rights of third parties. The City shall not be held liable for any errors or omissions in the Data used or exchanged or in connection with the use of the Data.\nD. Counterparts. This agreement may be executed in one or more counterparts.\nE. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits the Parties to maintain the confidentiality and security of the Data.\nF. Severability. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.\nG. Supersedes. This Agreement supersedes all prior and contemporaneous agreements and understandings, written or oral, relating to the use of the Data that is the subject matter of this Agreement.\nIN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto have executed this Agreement as of the day and date first written above.\nNEW YORK CITY DEPARTMENT OF HEALTH AND\nMENTAL HYGIENE\nBy: ________________________________________\n[NAME OF DATA RECIPIENT]\nBy: ________________________________________\n[SOMEONE WHO IS AUTHORIZED TO BIND DATA RECIPIENT]\nDOHMH DATA USE APPLICATION AND AGREEMENT FOR DATA SHARING WITH EXTERNAL ENTITIES\nATTACHMENT A \u2013 DATA POINTS\nDescribe in detail the data that you are requesting from DOHMH, including the data source, the time period for data of interest, and specific data elements.\nDOHMH DATA USE APPLICATION AND AGREEMENT FOR DATA SHARING WITH EXTERNAL ENTITIES\nATTACHMENT B \u2013 Project Description and Data Use\nDescribe your project below and the intended use of the data. Please outline in as detailed a manner as possible the specific analyses that you will engage in using the requested data.\nDOHMH DATA USE APPLICATION AND AGREEMENT FOR DATA SHARING WITH EXTERNAL ENTITIES\nATTACHMENT C \u2013 AUTHORIZED USERS\nPlease list the name and job title of each employee and/or consultant of your organization who will have access to the Data and will be an \u201cAuthorized User\u201d of the Data. 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"http://www.astho.org/Programs/Infectious-Disease/Healthcare-Associated-Infections/Electronic-Health-Records/Toolkit/Data-Use-Agreement-New-York-City/" }, { "id": 91, "file_name": "Dealer-Pay-NDA-4.pdf", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement (\u201cAgreement\u201d) is made and entered into on the date signed below by and between\n_________________________________ (hereinafter \u201cCOMPANY\u201d) and Dealer Pay, LLC (hereinafter \u201cDealer Pay\u201d).\nRECITALS:\nWHEREAS, Dealer Pay owns and/or controls certain proprietary and confidential intellectual property, namely, a point-of-sale software platform for the automotive industry; and\nWHEREAS, Dealer Pay and COMPANY desire to explore the possibility of entering into one or more potential business transactions or relationships (each a \u201cBusiness Relationship\u201d), with the understanding that any such Business Relationship would be embodied in a mutually acceptable, definitive written agreement executed by the parties; and\nWHEREAS, in connection with any Business Relationship and any discussions, demonstrations, evaluations and negotiations concerning a potential Business Relationship (\u201cDiscussions\u201d), each party and/or its affiliates and/or their respective Representatives (as such term is defined below), may receive, observe and/or have physical or electronic access to certain Confidential Information (as defined below) of the other party and/or its affiliates; and\nWHEREAS, Dealer Pay and COMPANY desire to ensure that appropriate confidentiality obligations are in place to protect Confidential Information from unauthorized access, use and disclosure.\nNOW, THEREFORE, in consideration of the foregoing and the mutual covenants made herein, each party hereby agrees as follows:\nI. DEFINITIONS:\nA. \u201cConfidential Information\u201d as used herein any and all confidential and/or proprietary information concerning the Originating Party\u2019s business and such party\u2019s trade secrets, proprietary data and business data, whether oral or written, tangible or intangible, which is disclosed to or learned by the Receiving Party in the course of the Discussions or otherwise while working with the Originating Party, and/or discovered, developed, conceived, originated, appreciably modified, or prepared in scope of Receiving Party\u2019s relationship with the Originating Party, including but not limited to the following:\n1. Business plans, acquisition plans, expansion plans, business development plans;\n2. Financial information, personnel information, training information, management systems and recruitment strategies;\n3. All commercial data relating to the business and products of Originating Party;\n4. Identity and contact information regarding vendors and suppliers;\n5. Specifications regarding Originating Party\u2019s products (including inventions, formulas, machinery and equipment, use of raw materials);\n6. Pricing and marketing/business strategies;\n7. Details regarding manufacturing processes and techniques;\n8. Customer identities and customer contact information;\n9. Customer credit information;\n10. Information regarding customer preferences and particularized needs;\n11. Product development strategies, expansion plans, and internal business plans, procedures, or methods of operation; and\n12. Design documents or source code.\n13. \u201cConfidential Information\u201d shall not include information which, now or in the future, is available to the public (other than through improper disclosure by the Receiving Party); information rightly acquired from a third party without any obligation of confidentiality; information that is independently developed without the use of any Confidential Information; or information already known by Receiving Party prior to disclosure by Originating Party, as demonstrated by written evidence.\nB. \u201cCustomer\u201d as used herein shall include any person, firm or other business entity which receiving party has directly or indirectly contacted, who have contacted him/her, for whom he/she has conducted training sessions, or whom have been referred to him/her on behalf of Originating Party in regard to originating parties business with respect to the purchase or offering of Originating Party\u2019s products and/or services.\nC. \u201cOriginating Party\u201d as used herein shall refer to the party who discloses the Confidential Information or Intellectual Property to the Receiving Party.\nD. \u201cReceiving Party\u201d as used herein shall refer to the party who receives the Confidential Information or Intellectual Property from the Originating Party.\nE. \u201cRepresentative\u201d means directors, officers, employees, accountants, attorneys, lenders of funds and agents of a party or its affiliates.\nII. NON-DISCLOSURE AGREEMENT: Both parties recognizes and acknowledges that, in an effort to foster the Discussions one or both of the parties has provided and/or will provide, at no cost, fee, charge or expense to Receiving Party, Confidential Information of a special and unique value and nature developed and/or acquired by (and/or being developed or acquired by) Originating Party at great expense and cost to Originating Party which, if it were to come into the possession of Originating Party\u2019s competitors, would cause irreparable damage to Originating Party, its competitive advantage and its ability to operate profitably. Receiving Party acknowledges that, prior to its relationship with Originating Party and prior to execution of this Agreement, Receiving Party had no knowledge of any of the aforesaid information. Receiving Party therefore agrees that neither it nor its Representatives will at any time make any independent business or personal use of, retain, copy, divulge, disclose, reveal or communicate to any other person or organization (except as expressly authorized in writing by Originating Party, as required to analyze the Business Relationship or as required to fulfill Receiving Party\u2019s obligations to Originating Party) any Confidential Information. Both parties agree that the obligations under this Agreement are in addition to all duties and obligations imposed upon each party by operation of law including but not limited to common-law and statute. Both parties further agree that their obligations under this paragraph survive the termination of the relationship between the two parties.\nIII. LEGALLY REQUIRED DISCLOSURES: If Receiving Party is requested to disclose any Confidential Information of the Originating Party under applicable law, in any judicial or administrative proceeding, or in response to a formal request of a regulatory or governmental authority (including law enforcement), then, except as otherwise required to comply with applicable law, the Receiving Party shall promptly notify the Originating Party of such request so that Originating Party may resist such disclosure or seek an appropriate protective order, and shall provide all information and assistance reasonably requested by Originating Party in connection therewith, at the Originating Party\u2019s sole expense. If the Receiving Party is nonetheless compelled to disclose any Confidential Information of the Originating Party, the Receiving Party shall limit its disclosure to that which, in the reasonable opinion of counsel, is required under applicable law.\nIV. NO REVERSE ENGINEERING; WORK PRODUCT: Receiving Party shall not reverse-engineer, analyze, attempt to duplicate or otherwise attempt to determine the design or method of compiling samples, prototypes or products of the Originating Party except pursuant to a mutually acceptable, written agreement executed by the parties. In the event that Receiving Party performs any services or testing for or on behalf of Originating Party without entering into such a written agreement, then any information or data developed by Receiving Party in connection with such services or tests shall be considered the Originating Party\u2019s Confidential Information and shall be maintained as such and kept confidential in accordance with the provisions of this Agreement. All such information and data shall belong to Originating Party exclusively and Receiving Party shall execute any instruments determined by Originating Party to be reasonably necessary to confirm Originating Party\u2019s ownership thereof.\nV. NON-SOLICITATION OF EMPLOYEES AND/OR CONTRACTORS: Receiving Party recognizes and acknowledges that, while engaged in Discussions and/or while involved in a Business Relationship, such party will be in a position to utilize Originating Party\u2019s goodwill and have access to and/or utilize Confidential Information of Originating Party that would enable Receiving Party to take advantage of that goodwill and/or Confidential Information to the detriment of the Originating Party, by attempting, for example, to recruit or solicit employees, and/or contractors of Originating Party. Receiving Party agrees and acknowledges that this would have the effect of causing the cessation or curtailment of the Business Relationship and would otherwise unfairly damage the business prospects of Originating Party. Therefore, in consideration of the mutual agreements made in this Agreement, during the course of the Business Relationship and for a period of 36 months after termination of the Business Relationship, Receiving Party agrees not to directly or indirectly communicate, solicit, induce, hire, recruit, take away, employ, endeavor to employ (on Receiving Party\u2019s own behalf or on behalf of any other person or entity) or attempt to influence any employee or contractor in any way that may have the effect of causing the cessation or curtailment of their respective relationships with Originating Party.\nVI. NO COMMITMENT; NO LICENSE; NO WARRANTY: Neither party shall be obligated under this Agreement to commence or continue with any Discussions, enter into any particular Business Relationship, or disclose any particular Confidential Information to the other party. No express or implied license under any intellectual property rights of either party is granted or conveyed to the other party under this Agreement. ALL CONFIDENTIAL INFORMATION IS PROVIDED UNDER THIS AGREEMENT \u201cAS IS\u201d WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND DISCLOSER DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.\nVII. ATTORNEY'S FEES: If any legal action is brought by any party hereto, it is expressly agreed that the prevailing party in such action or dispute shall be entitled to recover from the other party attorney's fees and costs in addition to any other relief that may be awarded. For the purpose of this Paragraph, the \"prevailing party\" shall be the party in whose favor a final judgment is entered.\nVIII. SEVERABILITY: It is the intent and agreement of the parties to this agreement that, in case any one or more of the provisions of this agreement shall, for any reason, be held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement and this agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein except that this shall not prohibit any modification allowed or agreed upon pursuant to the terms of this agreement or any right of reformation.\nIX. GOVERNING LAW AND VENUE: This Agreement shall be governed by and construed in accordance with the procedural and substantive laws of the State of Missouri. The parties to this Agreement consent and designate St. Louis County, Missouri as the sole venue and location for any suit or other proceeding of any kind regarding any aspect of this agreement and all issues arising out of or relating to the independent relationship between the parties.\nX. ASSIGNMENT: This Agreement is binding upon and shall inure to the benefit of the parties hereto and the successors and the assigns of all parties herein. Each party may assign or transfer this Agreement to a successor business entity in the event of a merger, consolidation, transfer or sale of the assets of said party. Any purported assignment of this Agreement, other than as provided above, shall be void.\nXI. NOTICES: Except as expressly set forth to the contrary in this Agreement, all notices, requests, consents or other communications (each a \"Notice\") provided for or permitted to be given under this Agreement must be in writing and must be given either (i) by depositing the Notice in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or (ii) by delivering the Notice to the recipient in person, by courier, or by facsimile transmission. A Notice given under this Agreement is effective on receipt by the party to receive it. Any Notice to any party must be sent to or made at that party\u2019s address (or facsimile number if applicable) given below such party\u2019s signature or such other address or facsimile number as that party may specify by delivering a Notice in compliance with this paragraph.\nXII. EQUITABLE RELIEF: Each party recognizes that any actual or threatened breach of the provisions of this Agreement would cause irreparable harm to the other party, the extent of which would be difficult and impracticable to assess, and that money damages would not be an adequate remedy for such breach. Accordingly, in addition to and not in limitation of any other remedies at law or in equity available under the circumstances, and notwithstanding any jurisdiction and venue requirements of this Agreement, each party shall be entitled to seek immediate injunctive and other non-monetary equitable relief in any court of competent jurisdiction without the need or requirement of any bond, provided that if a bond is required, the bond shall not exceed $1,000.00.\nIN WITNESS WHEREOF, the parties, intending to be legally bound, have executed this Agreement as of the last date set forth below by the undersigned duly authorized representatives.\nDealer Pay, LLC ________________________________(Company)\nPO Box 1691\n________________________________(Street Address)\nSt. Charles, MO 63302\n________________________________(City, State, Zip)\nJulie R. Douglas\n________________________________(Name)\nPresident\n________________________________(Title)\n_________________________________ _________________________________\n(Signature) (Signature)\n_________________________________ _________________________________\n(Date) (Date)\n", "spans": [ [ 0, 31 ], [ 32, 147 ], [ 148, 253 ], [ 254, 263 ], [ 264, 439 ], [ 440, 778 ], [ 779, 1230 ], [ 1231, 1419 ], [ 1420, 1544 ], [ 1545, 1560 ], [ 1561, 2168 ], [ 2169, 2251 ], [ 2252, 2369 ], [ 2370, 2452 ], [ 2453, 2521 ], [ 2522, 2550 ], [ 2550, 2659 ], [ 2660, 2705 ], [ 2706, 2766 ], [ 2767, 2823 ], [ 2824, 2855 ], [ 2856, 2928 ], [ 2929, 3051 ], [ 3052, 3088 ], [ 3089, 3581 ], [ 3582, 4004 ], [ 4005, 4159 ], [ 4160, 4315 ], [ 4316, 4455 ], [ 4456, 5088 ], [ 5088, 5284 ], [ 5284, 5341 ], [ 5341, 5737 ], [ 5737, 5941 ], [ 5941, 6080 ], [ 6081, 6785 ], [ 6785, 7033 ], [ 7034, 7360 ], [ 7360, 7789 ], [ 7789, 8023 ], [ 8024, 8605 ], [ 8605, 8827 ], [ 8827, 9426 ], [ 9427, 9692 ], [ 9692, 9841 ], [ 9841, 10084 ], [ 10085, 10363 ], [ 10363, 10483 ], [ 10484, 10504 ], [ 10504, 11078 ], [ 11079, 11108 ], [ 11108, 11239 ], [ 11239, 11527 ], [ 11528, 11543 ], [ 11543, 11685 ], [ 11685, 11852 ], [ 11852, 11940 ], [ 11941, 11945 ], [ 11945, 12196 ], [ 12196, 12355 ], [ 12355, 12455 ], [ 12455, 12543 ], [ 12543, 12811 ], [ 12812, 12817 ], [ 12817, 13119 ], [ 13119, 13580 ], [ 13581, 13761 ], [ 13762, 13778 ], [ 13778, 13819 ], [ 13820, 13831 ], [ 13832, 13880 ], [ 13881, 13902 ], [ 13903, 13936 ], [ 13936, 13953 ], [ 13954, 13970 ], [ 13971, 14004 ], [ 14004, 14009 ], [ 14010, 14019 ], [ 14020, 14059 ], [ 14060, 14094 ], [ 14094, 14127 ], [ 14128, 14151 ], [ 14152, 14186 ], [ 14186, 14219 ], [ 14220, 14233 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 37 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 44 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 10, 11, 12, 13, 14, 17, 19, 20, 21, 22 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 34 ] }, "nda-12": { "choice": "Entailment", "spans": [ 24 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 10 ] }, "nda-18": { "choice": "Entailment", "spans": [ 40, 42 ] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "Contradiction", "spans": [ 31, 32, 37 ] }, "nda-8": { "choice": "Entailment", "spans": [ 35 ] }, "nda-13": { "choice": "Entailment", "spans": [ 24 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 31, 32 ] } } } ], "document_type": "search-pdf", "url": "https://www.dealer-pay.com/wp-content/uploads/2018/06/Dealer-Pay-NDA-4.pdf" }, { "id": 92, "file_name": "Disclosure documents.pdf", "text": "Mutual Non-Disclosure Agreement\nTHIS MUTUAL NON-DISCLOSURE AGREEMENT is made on (insert date) 2012\nBetween\n(A) Wollaston School whose address for notifications under this Agreement is at Irchester Road, Wollaston, Wellingborough, Northamptonshire, NN29 7PH and\n(B) [ insert company name ] a company incorporated in [ ] (registered no. [ ]), and whose registered office is at [ ] and whose address for notifications under this Agreement is [ ] (\u201c \u201c).\nWhereas\nWollaston School and [ ] are respectively the owners of Confidential Information which they have agreed to disclose to each other for the Purpose on the terms and conditions set out in this Agreement.\nThe parties agree as follows:\n1 Interpretation\nIn this Agreement:\nAffiliate means any other entity that directly or indirectly controls, is controlled by or is under common control with either party;\nConfidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;\nDisclosing Party means the party to this Agreement disclosing the Confidential Information;\nPurpose means discussions and negotiations between the parties in relation to the supply of IT infrastructure and services and the associated tender exercise; and\nReceiving Party means the party to this Agreement to whom the Confidential Information is disclosed.\nA reference to a person includes a reference to a body corporate, association or partnership and includes that person's successors.\n2 Undertakings\nEach party undertakes to keep the other party's Confidential Information confidential including, without limitation, taking the measures set out in Clause 3. In addition, each party undertakes not to use the other party's Confidential Information except for the Purpose, not to disclose, copy, reproduce or distribute the other party's Confidential Information to a third person and to use all reasonable efforts to prevent any such disclosure except as permitted under Clause 4 but in no event less than reasonable security measures and reasonable care.\n3 Maintaining confidentiality\nEach party shall, in relation to the Confidential Information of the other party, exercise in relation to the Confidential Information no lesser security measures and degree of care than those which it applies to its own confidential information.\n4 Disclosure of information\n4.1 Each party may disclose the Confidential Information of the other party in the following circumstances:\n(a) with the prior written consent of the other party;\n(b) to its employees, professional advisors, affiliates, consultants, shareholders, financiers and authorised representatives but only to the extent that disclosure is necessary for the purpose; or\n(c) where disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body, provided that all reasonable steps to prevent such disclosure shall be taken, the disclosure shall be of the minimum amount required, and the Receiving Party consults the Disclosing Party first on the proposed form, timing, nature and purpose of the disclosure with as much prior notice as is practicable in the circumstances.\n4.2 The Receiving Party shall inform the Recipient of the terms of this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this Agreement.\n4.3 The Receiving Party shall at the request of the Disclosing Party and at its own expense take such reasonable steps as the Disclosing Party may require to enforce the obligations of the Recipient under Clause 4.2 including (where necessary) the institution of legal proceedings.\n4.4 For the purposes of Clause 4 Recipient means a person to whom any Confidential Information is disclosed pursuant to Clause 4.1(a) or 4.1(b).\n5 Exceptions\n5.1 This Agreement does not apply to Confidential Information:\n(a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement;\n(b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence;\n(c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or\n(d) which has been independently developed by the Receiving Party without reference to the Disclosing Party\u2019s Confidential Information.\n6 No grant of rights\n6.1 No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.\n6.2 Neither party accepts responsibility for or makes a representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information (including the non-infringement of any patent, copyright or other right of a third party). Neither party is liable to the other party or another person in respect of the Confidential Information or its use. This Clause will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.\n6.3 Save as expressly set out in this Agreement, neither party shall owe any duty of care to the other party nor any other person.\n7 Duration of obligations\nThe obligations and responsibilities of the parties shall survive the termination of this Agreement.\n8 Return or destruction of confidential information\n8.1 Each party undertakes within three business days of the receipt of a written request of the other party or on termination of this Agreement, at the option of the other party:\n(a) to return to the other party all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control that bear or incorporate any part of the other party's Confidential Information; or\n(b) to destroy by shredding or incineration all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control which bear or incorporate any part of the other party's Confidential Information and take reasonable steps to expunge all Confidential Information (and any copy that may have been made) from any computer, word processor or other device containing the Confidential Information. Any destruction of Confidential Information will be certified in writing to the other party by an authorised officer supervising it.\n9 Announcements\nNeither party shall disclose the Purpose or the existence of this Agreement or reveal that discussions are taking place between the parties to another person without the prior written consent of the other party except to the extent that such disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body.\n10 General\n10.1 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each of the parties.\n10.2 Any failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of that or of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.\n10.3 The rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.\n10.4 It is acknowledged that damages would not be an adequate remedy for a breach of this Agreement and each party is entitled to the remedy of injunction, specific performance and other equitable relief for a threatened or actual breach of this Agreement. Any claim for losses under this Agreement shall be restricted to direct loss only and shall not extend to indirect or consequential loss.\n10.5 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions.\n10.6 Each party is acting in this matter as principal and not as an agent or broker for any other person or entity.\n10.7 This Agreement shall supersede all other confidentiality agreements between the parties relating to the same subject matter.\n11 Notices\n11.1 A notice or other communication under or in connection with this Agreement shall be in writing, in English and shall be delivered personally or sent by fax, to the party due to receive the notice or communication at its address set out in this Agreement or another address as specified by that party by written notice to the other.\n11.2 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given, if delivered personally, when left at the address referred to in Clause 0 and if sent by fax, on completion of its transmission.\n12 Governing law and jurisdiction\nThe construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.\n13 Third Party Rights\nA person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.\n14 Counterparts\nThis Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.\nExecuted by the parties on the date first above written\nSIGNED\nby\nfor and on behalf of WOLLASTON SCHOOL\nSIGNED\nby\nfor and on behalf of\n", "spans": [ [ 0, 22 ], [ 22, 31 ], [ 32, 98 ], [ 99, 106 ], [ 107, 260 ], [ 261, 449 ], [ 450, 457 ], [ 458, 658 ], [ 659, 688 ], [ 689, 705 ], [ 706, 724 ], [ 725, 858 ], [ 859, 1173 ], [ 1174, 1265 ], [ 1266, 1428 ], [ 1429, 1529 ], [ 1530, 1661 ], [ 1662, 1676 ], [ 1677, 1835 ], [ 1835, 2231 ], [ 2232, 2261 ], [ 2262, 2508 ], [ 2509, 2536 ], [ 2537, 2541 ], [ 2541, 2644 ], [ 2645, 2699 ], [ 2700, 2897 ], [ 2898, 3381 ], [ 3382, 3386 ], [ 3386, 3593 ], [ 3594, 3598 ], [ 3598, 3875 ], [ 3876, 3880 ], [ 3880, 4020 ], [ 4021, 4033 ], [ 4034, 4038 ], [ 4038, 4096 ], [ 4097, 4212 ], [ 4213, 4477 ], [ 4478, 4656 ], [ 4657, 4792 ], [ 4793, 4795 ], [ 4795, 4813 ], [ 4814, 4818 ], [ 4818, 5070 ], [ 5071, 5366 ], [ 5366, 5482 ], [ 5482, 5584 ], [ 5585, 5589 ], [ 5589, 5715 ], [ 5716, 5741 ], [ 5742, 5842 ], [ 5843, 5845 ], [ 5845, 5894 ], [ 5895, 6073 ], [ 6074, 6328 ], [ 6329, 6788 ], [ 6788, 6920 ], [ 6921, 6936 ], [ 6937, 7325 ], [ 7326, 7336 ], [ 7337, 7342 ], [ 7342, 7456 ], [ 7457, 7462 ], [ 7462, 7621 ], [ 7621, 7803 ], [ 7804, 7809 ], [ 7809, 7932 ], [ 7933, 7938 ], [ 7938, 8190 ], [ 8190, 8327 ], [ 8328, 8333 ], [ 8333, 8606 ], [ 8607, 8722 ], [ 8723, 8728 ], [ 8728, 8852 ], [ 8853, 8863 ], [ 8864, 8869 ], [ 8869, 9200 ], [ 9201, 9206 ], [ 9206, 9456 ], [ 9457, 9490 ], [ 9491, 9702 ], [ 9703, 9724 ], [ 9725, 9874 ], [ 9875, 9890 ], [ 9891, 10073 ], [ 10074, 10129 ], [ 10130, 10136 ], [ 10137, 10139 ], [ 10140, 10177 ], [ 10178, 10184 ], [ 10185, 10187 ], [ 10188, 10208 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 44 ] }, "nda-10": { "choice": "Entailment", "spans": [ 59 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 51 ] }, "nda-12": { "choice": "Entailment", "spans": [ 36, 40 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 54, 56 ] }, "nda-3": { "choice": "Entailment", "spans": [ 12 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 24, 26, 84 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 19 ] }, "nda-8": { "choice": "Entailment", "spans": [ 24, 27 ] }, "nda-13": { "choice": "Entailment", "spans": [ 36, 39 ] }, "nda-5": { "choice": "Entailment", "spans": [ 24, 26 ] }, "nda-4": { "choice": "Entailment", "spans": [ 19, 24, 25, 62 ] } } } ], "document_type": "search-pdf", "url": "http://www.sourcederbyshire.co.uk/download-document/1078" }, { "id": 93, "file_name": "DoiT-ICN-NonDisclosure-Agreement.pdf", "text": "NETWORK\u00a0CONFIDENTIAL\u00a0INFORMATION\u00a0NON\u00a0DISCLOSURE\u00a0AGREEMENT\nTHIS\u00a0AGREEMENT\u00a0is\u00a0made\u00a0and\u00a0entered\u00a0into\u00a0effective\u00a0,\u00a0\u00a0\u00a0 ,\u00a0by\u00a0and\u00a0between,\u00a0the\u00a0State\u00a0of\u00a0Illinois,\u00a0(the\u00a0\u201cState\"),\u00a0and (\u201cVendor\u201d)\u00a0for\u00a0itself\u00a0and\u00a0its\u00a0affiliated\u00a0companies.\nWHEREAS,\u00a0both\u00a0parties,\u00a0for\u00a0their\u00a0mutual\u00a0benefit,\u00a0desire\u00a0to\u00a0have\u00a0the\u00a0State\u00a0disclose\u00a0to\u00a0Vendor\u00a0certain\u00a0specifications,\u00a0designs, plans,\u00a0drawings\u00a0or\u00a0other\u00a0business\u00a0and/or\u00a0technical\u00a0information\u00a0which\u00a0is\u00a0proprietary,\u00a0restricted\u00a0or\u00a0secret,\u00a0and\u00a0confidential to\u00a0the\u00a0State\u00a0(\u201cCONFIDENTIAL\u00a0INFORMATION\").\nNOW,\u00a0THEREFORE,\u00a0the\u00a0State\u00a0and\u00a0Vendor\u00a0agree\u00a0as\u00a0follows:\n1. Vendor\u00a0shall\u00a0use\u00a0such\u00a0CONFIDENTIAL\u00a0INFORMATION\u00a0only\u00a0for\u00a0the\u00a0purpose\u00a0of\u00a0discussing\u00a0street\u00a0level\u00a0route\u00a0information for\u00a0the\u00a0State\u2019s\u00a0fiber\u00a0optic\u00a0network\u00a0data\u00a0points\u00a0and\u00a0paths\u00a0with\u00a0the\u00a0State\u2019s\u00a0support\u00a0team\u00a0in\u00a0discussions\u00a0regarding\u00a0the State\u2019s\u00a0fiber\u00a0project.\u00a0Vendor\u00a0shall\u00a0restrict\u00a0disclosure\u00a0of\u00a0such\u00a0CONFIDENTIAL\u00a0INFORMATION\u00a0to\u00a0its\u00a0employees\u00a0with\u00a0a need\u00a0to\u00a0know\u00a0(and\u00a0advise\u00a0such\u00a0employees\u00a0of\u00a0the\u00a0obligations\u00a0assumed\u00a0herein),\u00a0and\u00a0shall\u00a0not\u00a0disclose\u00a0such CONFIDENTIAL\u00a0INFORMATION\u00a0to\u00a0any\u00a0third\u00a0party\u00a0without\u00a0prior\u00a0written\u00a0approval\u00a0of\u00a0the\u00a0State.\nThese\u00a0restrictions\u00a0on\u00a0the\u00a0use\u00a0or\u00a0disclosure\u00a0of\u00a0CONFIDENTIAL\u00a0INFORMATION\u00a0shall\u00a0not\u00a0apply\u00a0to\u00a0any\u00a0CONFIDENTIAL INFORMATION:\u00a0i.\u00a0which\u00a0is\u00a0independently\u00a0developed\u00a0by\u00a0Vendor\u00a0or\u00a0is\u00a0lawfully\u00a0received\u00a0free\u00a0of\u00a0restriction\u00a0from\u00a0another source\u00a0having\u00a0the\u00a0right\u00a0to\u00a0so\u00a0furnish\u00a0such\u00a0CONFIDENTIAL\u00a0INFORMATION;\u00a0ii.\u00a0after\u00a0it\u00a0has\u00a0become\u00a0generally\u00a0available\u00a0to the\u00a0public\u00a0without\u00a0breach\u00a0of\u00a0this\u00a0Agreement\u00a0by\u00a0Vendor;\u00a0iii.\u00a0which,\u00a0at\u00a0the\u00a0time\u00a0of\u00a0disclosure\u00a0to\u00a0Vendor,\u00a0was\u00a0known\u00a0to Vendor\u00a0to\u00a0be\u00a0free\u00a0of\u00a0restriction;\u00a0or\u00a0iv.\u00a0which\u00a0the\u00a0State\u00a0agrees\u00a0in\u00a0writing\u00a0is\u00a0free\u00a0of\u00a0such\u00a0restrictions.\n2. No\u00a0license\u00a0under\u00a0any\u00a0trademark,\u00a0patent,\u00a0copyright,\u00a0mask\u00a0work\u00a0protection\u00a0right\u00a0or\u00a0any\u00a0other\u00a0intellectual\u00a0property right\u00a0is\u00a0either\u00a0granted\u00a0or\u00a0implied\u00a0by\u00a0conveying\u00a0CONFIDENTIAL\u00a0INFORMATION\u00a0to\u00a0Vendor.\u00a0None\u00a0of\u00a0the\u00a0CONFIDENTIAL INFORMATION\u00a0which\u00a0may\u00a0be\u00a0disclosed\u00a0by\u00a0the\u00a0State\u00a0shall\u00a0constitute\u00a0any\u00a0representation,\u00a0warranty,\u00a0assurance, guarantee\u00a0or\u00a0inducement\u00a0by\u00a0the\u00a0State\u00a0of\u00a0any\u00a0kind,\u00a0and,\u00a0in\u00a0particular,\u00a0with\u00a0respect\u00a0to\u00a0the\u00a0non\u2010\u00a0infringement\u00a0of trademarks,\u00a0patents,\u00a0copyrights,\u00a0mask\u00a0work\u00a0protection\u00a0rights\u00a0or\u00a0any\u00a0other\u00a0intellectual\u00a0property\u00a0rights,\u00a0or\u00a0other rights\u00a0of\u00a0third\u00a0persons\u00a0or\u00a0of\u00a0the\u00a0State.\n3. All\u00a0CONFIDENTIAL\u00a0INFORMATION\u00a0furnished\u00a0hereunder\u00a0shall\u00a0be\u00a0returned\u00a0at\u00a0the\u00a0conclusion\u00a0of\u00a0each\u00a0meeting\u00a0between Vendor\u00a0and\u00a0the\u00a0State.\n4. This\u00a0Agreement\u00a0shall\u00a0be\u00a0governed\u00a0by\u00a0the\u00a0laws\u00a0of\u00a0the\u00a0State\u00a0of\u00a0Illinois..\n5. The\u00a0obligations\u00a0of\u00a0this\u00a0Agreement\u00a0with\u00a0respect\u00a0to\u00a0the\u00a0disclosure\u00a0and\u00a0use\u00a0of\u00a0CONFIDENTIAL\u00a0INFORMATION\u00a0shall survive\u00a0for\u00a0a\u00a0period\u00a0of\u00a0three\u00a0(3)\u00a0years\u00a0from\u00a0the\u00a0date\u00a0of\u00a0last\u00a0disclosure.\n6. The\u00a0parties\u00a0recognize\u00a0and\u00a0agree\u00a0that\u00a0the\u00a0obligations\u00a0under\u00a0paragraphs\u00a01\u00a0and\u00a06\u00a0of\u00a0this\u00a0Agreement\u00a0shall\u00a0survive\u00a0the termination\u00a0of\u00a0this\u00a0Agreement,\u00a0and\u00a0the\u00a0parties\u00a0shall\u00a0be\u00a0bound\u00a0by\u00a0such\u00a0obligations\u00a0after\u00a0termination\u00a0hereof.\n7. This\u00a0Agreement\u00a0constitutes\u00a0the\u00a0entire\u00a0understanding\u00a0between\u00a0the\u00a0parties\u00a0hereto\u00a0as\u00a0to\u00a0the\u00a0CONFIDENTIAL INFORMATION\u00a0and\u00a0merges\u00a0all\u00a0prior\u00a0discussions\u00a0between\u00a0them\u00a0relating\u00a0thereto.\n8. No\u00a0amendment\u00a0of\u00a0this\u00a0Agreement\u00a0shall\u00a0be\u00a0valid\u00a0or\u00a0binding\u00a0on\u00a0the\u00a0parties\u00a0unless\u00a0made\u00a0in\u00a0writing\u00a0and\u00a0signed\u00a0on\u00a0behalf of\u00a0each\u00a0of\u00a0the\u00a0parties\u00a0by\u00a0their\u00a0respective\u00a0duly\u00a0authorized\u00a0representatives.\nIN\u00a0WITNESS\u00a0WHEREOF,\u00a0the\u00a0parties\u00a0have\u00a0executed\u00a0this\u00a0Agreement\u00a0as\u00a0of\u00a0the\u00a0date\u00a0first\u00a0set\u00a0forth\u00a0above.\nState\u00a0of\u00a0Illinois\u00a0 [Vendor]\nDepartment\u00a0of\u00a0Innovation\u00a0&\u00a0Technology\u00a0Services\nBy:\u00a0\u00a0\u00a0\u00a0 By:\n(Typed\u00a0or\u00a0printed\u00a0name\u00a0and\u00a0Title)\u00a0 (Typed\u00a0or\u00a0printed\u00a0name\u00a0and\u00a0Title)\n", "spans": [ [ 0, 57 ], [ 58, 224 ], [ 225, 517 ], [ 518, 572 ], [ 573, 829 ], [ 829, 1111 ], [ 1112, 1610 ], [ 1610, 1673 ], [ 1674, 1874 ], [ 1874, 1911 ], [ 1911, 2269 ], [ 2270, 2403 ], [ 2404, 2478 ], [ 2479, 2662 ], [ 2663, 2887 ], [ 2888, 3068 ], [ 3069, 3263 ], [ 3264, 3362 ], [ 3363, 3390 ], [ 3391, 3429 ], [ 3429, 3437 ], [ 3438, 3449 ], [ 3450, 3518 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 11 ] }, "nda-15": { "choice": "Entailment", "spans": [ 8 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 2 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 13, 14 ] }, "nda-12": { "choice": "Entailment", "spans": [ 6, 7 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 5 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 6 ] }, "nda-5": { "choice": "Entailment", "spans": [ 5 ] }, "nda-4": { "choice": "Entailment", "spans": [ 4 ] } } } ], "document_type": "search-pdf", "url": "https://www2.illinois.gov/icn/services/institutions/Documents/DoiT-ICN-NonDisclosure-Agreement.pdf" }, { "id": 94, "file_name": "EFCAConfidentialityAgreement.pdf", "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made the \u2026\u2026 day of \u2026\u2026\u2026\u2026\u2026\u2026\u2026.in the year of \u2026\u2026\nBETWEEN:-\n(1) \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 (disclosing party) of\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nABN: \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026...\n(2) EFCA Pty Ltd (receiving party) of 28 Blanche St, St Kilda, Victoria 3182\nABN: 15 120 483 650\nWHEREAS:-\n(A) The parties for their mutual benefit may have exchanged and wish further to exchange certain confidential information (including but not limited to trade secrets and proprietary know-how).\n(B) The parties wish to define their rights with respect to the said information and protect the confidentiality thereof and proprietary features contained therein.\n(C) Subject or purpose of agreement\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nIN CONSIDERATION of the undertakings given by the parties hereto the parties HEREBY AGREE as follows:\n1. Definitions\nIn this Agreement:-\nConfidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:-\n1.1 is or becomes in the public domain without breach of this Agreement by EFCA; or\n1.2 EFCA can show:-\n1.2.1 was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and which was not previously acquired by EFCA from the disclosing party under an obligation or confidence, or\n1.2.2 to have been developed by EFCA, or EFCA\u2019s principals, at any time independently of any information disclosed to it by the disclosing party.\n2. Handling of Confidential Information\nEFCA shall maintain the disclosing party\u2019s Confidential Information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which EFCA warrants as providing adequate protection against unauthorised disclosure, copying or use. EFCA shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of EFCA and EFCA\u2019s principals having the need to know the same. Copies or reproductions shall not be made except to the extent reasonably necessary and all copies made shall be the property of the disclosing party.\n3. Return of Confidential Information\n3.1 EFCA shall:\n3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party\u2019s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and\n3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5.\n4. Limitations and Warranty\n4.1 EFCA shall:\n4.1.1 not divulge the disclosing party\u2019s Confidential Information, in whole or in part, to any third party; and\n4.1.2 make no commercial use of the same or any part thereof without the prior written consent of the disclosing party. Notwithstanding the foregoing, EFCA shall be entitled to make any disclosure required by law of the disclosing party\u2019s Confidential Information provided that it gives the disclosing party not less than two business days\u2019 notice of such disclosure.\n4.2 The disclosing party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by the other party. Nothing herein contained shall be deemed to impose on either party any obligation to give the other party the opportunity of giving a quotation or making a tender to the other party or to enter into any contract for services or for supply of goods and/or materials with the other party.\n5. Confidentiality\nEFCA agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the disclosing party (or of any company in the Group of Companies of which the disclosing party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the disclosing party.\n6. Notices\nAny notice to be given under this Agreement shall be in writing and sent by facsimile transmission or sent by recorded delivery post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile transmission or two days following that on which the notice was posted.\n7. Variations\nNo variation, alteration or modification of this Agreement will be valid unless in writing signed by a duly authorised representative of both parties.\n8. Non-Assignment\nThis Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.\n9. Entire Agreement, Governing Law and Jurisdiction\nThis Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect. This Agreement cannot be changed except by written agreement between the parties. The interpretation, construction and effect of this Agreement shall be enforced in accordance with the laws of the State of Victoria.\nThis agreement will be effective as of the date below, and continue for five (5) years.\nSigned on behalf of \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nDate \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nWitnessed by: \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\nSigned on behalf of EFCA Pty Ltd\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nDate \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nWitnessed by:\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\n", "spans": [ [ 0, 44 ], [ 45, 60 ], [ 60, 107 ], [ 108, 117 ], [ 118, 133 ], [ 133, 168 ], [ 169, 198 ], [ 199, 275 ], [ 276, 295 ], [ 296, 305 ], [ 306, 498 ], [ 499, 663 ], [ 664, 717 ], [ 718, 819 ], [ 820, 834 ], [ 835, 854 ], [ 855, 1351 ], [ 1352, 1435 ], [ 1436, 1455 ], [ 1456, 1740 ], [ 1741, 1886 ], [ 1887, 1926 ], [ 1927, 2282 ], [ 2282, 2459 ], [ 2459, 2609 ], [ 2610, 2647 ], [ 2648, 2663 ], [ 2664, 2998 ], [ 2999, 3236 ], [ 3237, 3264 ], [ 3265, 3280 ], [ 3281, 3392 ], [ 3393, 3513 ], [ 3513, 3760 ], [ 3761, 3765 ], [ 3765, 3959 ], [ 3959, 4187 ], [ 4187, 4473 ], [ 4474, 4492 ], [ 4493, 4856 ], [ 4857, 4867 ], [ 4868, 5234 ], [ 5235, 5248 ], [ 5249, 5399 ], [ 5400, 5417 ], [ 5418, 5600 ], [ 5601, 5652 ], [ 5653, 5867 ], [ 5867, 5949 ], [ 5949, 6082 ], [ 6083, 6170 ], [ 6171, 6205 ], [ 6206, 6223 ], [ 6224, 6243 ], [ 6244, 6278 ], [ 6279, 6311 ], [ 6312, 6329 ], [ 6330, 6349 ], [ 6350, 6383 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 35, 36 ] }, "nda-10": { "choice": "Entailment", "spans": [ 39 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 10, 16 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 26, 28 ] }, "nda-12": { "choice": "Entailment", "spans": [ 16, 18, 20 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 26, 27 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 23, 30, 31 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 24 ] }, "nda-8": { "choice": "Entailment", "spans": [ 33 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 23 ] }, "nda-4": { "choice": "Entailment", "spans": [ 30, 32 ] } } } ], "document_type": "search-pdf", "url": "http://efca.com.au/wp-content/pdfs/EFCAConfidentialityAgreement.pdf" }, { "id": 95, "file_name": "Eskom%20Template%20Confidentiality%20and%20Non-disclosure%20Agreement%20Rev%204%20Effective%20August%202017_11.pdf", "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nBetween\nESKOM HOLDINGS SOC LTD\nAnd\n[INSERT NAME OF COUNTERPARTY COMPANY]\n1. PARTIES\nThe parties to this Agreement are:\n1.1. ESKOM HOLDINGS SOC LTD (\"Eskom\") a company incorporated under the laws of the Republic of South Africa, having its registered office at Megawatt Park, Maxwell Drive, Sunninghill Ext. 3, Sandton, Republic of South Africa, with Registration Number 2002/015527/30;\n1.2. _________________________ (\"Counterparty\")] a company incorporated under the laws of __________________________, having its registered office at________________________________________________________________ _______________________________________,__________________________, with registration number _________________________________;\nhereinafter referred to as \"Party\" or \"Parties\" as the context requires.\n2. INTRODUCTION\n2.1. Eskom intends providing the Counterparty with certain Confidential Information as described in 5 below relating to the ____________________(\"the Project\") and as part of the Project there may at times be a mutual sharing of Confidential Information.\n2.2. The Parties wish to record the terms and conditions on which they are prepared to disclose such Confidential Information to each other.\n3. RELATIONSHIP BETWEEN THE PARTIES\n3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties.\n3.2. Nothing contained in this Agreement shall be construed as \u2013\n3.2.1. prohibiting either Party from entering into a business relationship with any Third Party;\n3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever.\n4. INTERPRETATION\n4.1. The Party disclosing Confidential Information shall be known as \"the Disclosing Party\" and the Party receiving Confidential Information shall be known as \"the Receiving Party\".\n4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement.\n5. THE CONFIDENTIAL INFORMATION\n\"Confidential Information\" shall include, without limitation, any \u2013\n5.1. technical, commercial or financial information;\n5.2. know-how and trade secrets;\n5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project;\n5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project,\nin whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.\n6. DISCLOSURE OF CONFIDENTIAL INFORMATION\n6.1. The Disclosing Party shall be obliged only to disclose Confidential Information to the Receiving Party to the extent deemed necessary by the Disclosing Party in its discretion for the purposes of the Project.\n6.2. The Parties acknowledge that Confidential Information disclosed pursuant to this Agreement is a valuable and unique asset proprietary to the Disclosing Party.\n6.3. Subject to 6.5, the Receiving Party agrees that it will not, during the existence of this Agreement disclose the Confidential Information to any Third Party for any reason or purpose whatsoever, without the prior written consent of the Disclosing Party and only to the extent of such consent, save in accordance with the provisions of this Agreement. In this Agreement \"Third Party\" means any party who is not a signatory to this agreement.\n6.4. For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, the Parties agree that Eskom shall not be precluded in any manner whatsoever from further using, exploiting or disclosing any outcomes, reports, analysis or data compiled and/or developed by the Counterparty pursuant to the Project.\n6.5. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its respective employees, agents, officers, directors, subsidiaries, associated companies, shareholders and advisers (including but not limited to professional financial advisers, legal advisers and auditors) (\"Representatives\") on a need-to-know basis and for the purposes of the Project, provided that the Receiving Party, prior to making any disclosure of Confidential Information as permitted under this 6.5, procures that the proposed recipient of such Confidential Information is made aware of the terms of this Agreement and the Receiving Party will procure that each such proposed recipient adheres to those terms as if they were a party to this Agreement to prevent the unauthorized disclosure of the Confidential Information to Third Parties. The Receiving Party will procure that such proposed recipient will sign a written confidentiality undertaking prior to such disclosure on terms no less onerous than this Agreement and to the extent that such rights inure to the benefit of the Disclosing Party. For the purposes of this clause, the Receiving Party's Representatives shall be deemed to be acting, in the event of a breach, as the Receiving Party's duly authorized agents.\n6.6. Except as otherwise contemplated in this Agreement, the Parties agree in favour of one another not to utilize, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than the Project without the prior written consent of the Disclosing Party.\n6.7. The Counterparty must inform Eskom in writing of any existing or potential conflict of interest with the interests of Eskom pursuant to this Project. Where any potential or actual conflict of interests exists, the prospective firm shall immediately notify Eskom thereof in writing. Eskom at its sole discretion may elect whether the Counterparty can continue with the Project fully or partially and to the extent the Counterparty cannot continue with the Project it will renounce any benefits it may have obtained had it completed the Project and will be paid only for work completed. The omission of such information or the making of any false statements or representations shall entitle Eskom to terminate all contracts with the Counterparty regarding the Project and to invoke all remedies available to it in law.\n6.8. Accordingly, the Receiving Party hereby indemnifies the Disclosing Party, and shall defend and hold the Disclosing Party harmless from and against any and all suits, liabilities, causes of action, claims, losses, damages, costs (including, but not limited to, cost of cover, reasonable attorneys' fees and expenses), or expenses of any kind (collectively, \"Losses\") incurred or suffered by the Disclosing Party arising from or in connection with the Receiving Party's or its Representative's use or disclosure of the Disclosing Party's Confidential Information in violation of this Agreement.\n7. TITLE\nAll Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party to be proprietary to and the exclusive property of the Disclosing Party. This Agreement shall not confer any rights of ownership or license on the Receiving Party of whatever nature in the Confidential Information.\n8. RESTRICTION ON DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION\nThe Receiving Party undertakes not to use the Confidential Information for any purpose other than:\n8.1. the Project; and\n8.2. in accordance with the provisions of this Agreement.\n9. STANDARD OF CARE\nThe Receiving Party agrees that it shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement using the same standard of care that it applies to safeguard its own proprietary, secret or Confidential Information but no less than a reasonable standard of care, and that the Confidential Information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof.\n10. RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE CONFIDENTIAL INFORMATION\n10.1. The Disclosing Party may, at any time, and in its sole discretion request the Receiving Party to return any material and/or data in whatever form containing, pertaining to or relating to Confidential Information disclosed pursuant to the terms of this Agreement and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material and/or data.\n10.2. To the extent that it is not practically able to comply with 10.1, the Receiving Party shall destroy or ensure the destruction of all material and/or data in whatever form relating to the Confidential Information disclosed pursuant to the terms of this Agreement and delete, remove or erase or use best efforts to ensure the deletion, erasure or removal from any computer or database or document retrieval system under its or the Representatives' possession or control, all Confidential Information and all documents or files containing or reflecting any Confidential Information, in a manner that makes the deleted, removed or erased data permanently irrecoverable. The Receiving Party shall furnish the Disclosing Party with a written statement signed by one of its directors or duly authorized senior officers to the effect that all such material has been destroyed. That portion of the Confidential Information that may be found in analyses, compilations, studies, or\nother documents prepared by the Receiving Party, its agents, employees, oral Confidential Information and any written Confidential Information not so requested and returned will be held by the Receiving Party and kept subject to the terms of this Agreement or destroyed.\n10.3. The Receiving Party shall comply with any request by the Disclosing Party in terms of this clause, within 7 (seven) business days of receipt of any such request.\n11. EXCLUDED CONFIDENTIAL INFORMATION\nThe obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that:\n11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party;\n11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party;\n11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement;\n11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;\n11.5. is disclosed to a Third Party pursuant to the prior written authorization and limited to the extent of such approval of the Disclosing Party;\n11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement.\n12. TERM\n12.1. This Agreement shall be binding on the Parties with effect from the date of signature of the Party signing last hereto.\n12.2. This Agreement shall commence upon the date referred to in clause 12.1 and shall endure for the duration of the Project. Termination shall not, however, affect the rights and obligations contained herein with respect to Confidential Information furnished by one Party to another Party prior to termination.\n13. ADDITIONAL ACTION\nEach Party to this Agreement shall execute and deliver such other documents and do such other acts and things as may be reasonably necessary or desirable to give effect to the provisions of this Agreement.\n14. BREACH\nIn the event that the Receiving Party should breach any of the provisions of this Agreement and fail to remedy such breach within 7 (seven) business days from date of a written notice to do so, then the Disclosing Party shall be entitled to invoke all remedies available to it in law including, but not limited to, the institution of urgent proceedings as well as any other way of relief appropriate under the circumstances, in any court of competent jurisdiction, in the event of breach or threatened breach of the Agreement and/or an action for damages.\n15. AMENDMENTS\nNo amendment, interpretation or waiver of any of the provisions of this Agreement shall be effective unless reduced in writing and signed by both Parties.\n16. ENFORCEMENT\nThe failure or delay by the Disclosing Party to enforce or to require the performance at any time of any of the provisions of this Agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this Agreement or any part hereof or the right of the Disclosing Party to enforce the provisions of this Agreement.\n17. REPRESENTATIONS & WARRANTIES\n17.1. Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfillment of its obligations in terms of this Agreement.\n17.2. The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party:\n17.2.1. will not result in a breach of any other agreement to which it is a party; and\n17.2.2. will not, to the best of its knowledge and belief, infringe the rights of any Third Party, and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for Third Party claims on such a basis.\n18. ENTIRE AGREEMENT\nThis Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements between the Parties, whether written or oral, with respect to the subject matter of this Agreement.\n19. GOVERNING LAW\nThe Agreement will be governed by and construed in accordance with the laws of South Africa.\n20. DOMICILIA AND NOTICES\n20.1. The Parties hereby choose domicilium citandi et executandi (\"domicilium\") for all purposes under the Agreement as follows \u2013\nEskom \u2013\n\uf0b7 Physical Address - Megawatt Park, Maxwell Drive, Sunninghill;\n\uf0b7 Postal Address - PO Box 1091, Johannesburg, 2000, South Africa\n\uf0b7 Telephone No - +27 11 _________________\n\uf0b7 Fax No - +27 11 _______________________\n\uf0b7 Contact Person - _________________ (_________)\n[Counterparty]\n\uf0b7 Physical Address ________________________________________\n__________________________________________________________\n\uf0b7 Postal Address -__________________________________________\n__________________________________________________________\n\uf0b7 Telephone No - __________________________________________\n\uf0b7 Fax No - _______________________________________________\n\uf0b7 Contact Person and Designation - ___________________________\n__________________________________________________________\n20.2. Any notice given by one party to the other is deemed to have been received by the addressee:\n20.2.1. on the date on which the same was delivered to the addressee's address if delivered by hand; or\n20.2.2. on the 7th (seventh) calendar day after the date of posting if sent by pre-paid registered post to the addressee's address; or\n20.2.3. on dispatch, if sent to the addressee's then telefax number.\n20.3. A party may change that party's addresses for this purpose, by notice in writing to the other party, such a change of address being effective 7 (seven) days after the deemed receipt by the addressee of such written notice. A similar notice will also be required in respect of new or changed telephone and telefax numbers.\n21. SEVERABILITY\nIn the event of any one or more of the provisions of this Agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions were not a part of this Agreement, and this Agreement shall be carried out as nearly as possible in accordance with its original terms and intent.\n22. ASSIGNMENT\n22.1. Subject to 22.2, neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement to any Third Party without the prior written consent of the other Party.\n22.2. Notwithstanding the above, Eskom may on written notice to Counterparty, cede and delegate its rights and obligations under this Agreement for reason of, any restructuring, amalgamation, reorganization or other analogous event, the transfer of all or any material part of Eskom\u2019s property, assets or undertaking to a third party or successor-in-title provided that, in each case, such dissolution, restructuring, amalgamation, reorganization, analogous event or transfer is at the instruction of or is sanctioned by the Government or the National Energy Regulator of South Africa.\n22.3. This Agreement shall be binding on and shall inure for the benefit of the successors and permitted assigns and personal representatives (as the case may be) of the Parties.\n23. PUBLICITY\nNeither Party will make or issue any formal or informal announcement or statement to the press or any Third Party in connection with this Agreement without the prior written consent of the other Party.\nSIGNED by the Parties and witnessed on the following dates and at the following places respectively:\nSIGNED at ______________________________ on ________________________________\nAS WITNESS:\n For: ESKOM HOLDINGS SOC LTD\nDuly authorized\n[Name of witness in print] [Specify full name of signatory]\nSIGNED at ______________________________ on ________________________________ AS WITNESS:\n For: [COUNTERPARTY]\nDuly authorized\n[Name of witness in print] [Specify full name of signatory]\n", "spans": [ [ 0, 44 ], [ 45, 52 ], [ 53, 75 ], [ 76, 79 ], [ 80, 117 ], [ 118, 128 ], [ 129, 163 ], [ 164, 430 ], [ 431, 462 ], [ 462, 480 ], [ 480, 521 ], [ 521, 578 ], [ 578, 645 ], [ 645, 738 ], [ 738, 772 ], [ 773, 845 ], [ 846, 861 ], [ 862, 1116 ], [ 1117, 1257 ], [ 1258, 1293 ], [ 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18639 ], [ 18639, 18670 ], [ 18670, 18673 ], [ 18673, 18705 ], [ 18706, 18717 ], [ 18718, 18719 ], [ 18719, 18746 ], [ 18747, 18762 ], [ 18763, 18790 ], [ 18790, 18822 ], [ 18823, 18833 ], [ 18833, 18864 ], [ 18864, 18867 ], [ 18867, 18900 ], [ 18900, 18911 ], [ 18912, 18913 ], [ 18913, 18932 ], [ 18933, 18948 ], [ 18949, 18976 ], [ 18976, 19008 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 41, 52, 53 ] }, "nda-10": { "choice": "Entailment", "spans": [ 39, 133 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 0, 30, 31, 32, 33, 34 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 30, 31, 32, 33, 34, 35 ] }, "nda-19": { "choice": "Entailment", "spans": [ 64, 65, 78 ] }, "nda-12": { "choice": "Entailment", "spans": [ 68, 71 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 62, 63 ] }, "nda-3": { "choice": "Entailment", "spans": [ 20, 21, 30, 31, 32, 33, 34, 35 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 42 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 68, 72 ] }, "nda-13": { "choice": "Entailment", "spans": [ 68, 74 ] }, "nda-5": { "choice": "Entailment", "spans": [ 42 ] }, "nda-4": { "choice": "Entailment", "spans": [ 41, 45, 55, 56, 57 ] } } } ], "document_type": "search-pdf", "url": "https://tenderbulletins.co.za/files/Eskom%20Template%20Confidentiality%20and%20Non-disclosure%20Agreement%20Rev%204%20Effective%20August%202017_11.pdf" }, { "id": 96, "file_name": "contrato_ingles_corporativo_mal.pdf", "text": "This Non Circumvention and Non-Disclosure Agreement, hereinafter the \u201cAgreement\u201d, is made and entered between \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. a freelance regulated under the laws of Spain, having its head office \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026., hereinafter referred to as \"INTERMEDIARY\" AND \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..a company organized under the laws of \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.., having Office at \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. represented by \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.., hereinafter referred to as \u201cPROVIDER\u201d.\nINTERMEDIARY and PROVIDER shall hereinafter individually or collectively be referred to as the \u201cParty\u201d or the \"Parties\".\nWHEREAS\nEach Party has developed or possesses information and data, hereinafter defined and referred to as \"Confidential Information\".\nThe Parties are mutually desirous of transacting business transactions, in cooperation with one other for their mutual benefit, relating to \u201cThe Potential Delivery of Marble and Natural Stones to the markets of China and Marocco\u201d and share other information disclose to the corporation, company, individual, buyer or lender introduced by the both parties, and in this aim each Party may desire to disclose to and/or receive from the other Party certain Confidential Information.\nThe Agreement is established to define the conditions of exchange of the Confidential Information.\nIt is agreed that \u201cINTERMEDIARY\u201d or \u201cPRODUCER\u201d will not contact in any way or manner any Party introduced by the other party to the Agreement without the prior written agreement of the other Party.\nThe clients, companies, opportunities.. that will be introduced for each part for the other will be collected on the part AI of this NDCA.\nNOW THEREFORE, in consideration of the foregoing the Parties hereby agree as follows:\n1. For purposes hereunder, \"Confidential Information\" is defined as and includes the following: all inventions, know-how, discoveries and improvements, whether or not patentable, computer programmes, designs, drawings, specifications, reports, manuals, documents, memoranda, coordination sheets, and all other information of a technical nature, as well as business, planning, marketing and financial information relative to the Project, which are the property of the Transmitter, as hereinafter defined, who decide to disclose the proper and adequate Confidential Information and so indicates by an appropriate legend, marking, stamp or other positive written identification as hereinafter set forth.\n2. The Parties commit themselves to fulfil their obligations with respect to protection of such Confidential Information in accordance with the provisions hereof.\n1. Under the Agreement, it is agreed that the Party disclosing the Confidential Information is herein referred to the \u201cTINTERMEDIARY\u201d, and the Party receiving the Confidential Information is herein referred to the \u201cRecipient\u201d.\n2. Each Party hereby agrees that he or she will not make any contract with or otherwise be involved in any transaction(s) relating to the Project with any Purchaser, Lender, and Developer, Technology or other party, introduced by INTERMEDIARY or PRODUCER without specific and agreed permission of the latter.\n3. The Agreement is a perpetual guarantee from its effective date affixed below and is applied to any and all transactions entertained by the Parties regarding exclusively the Project, including subsequent and follow-up, repeat, extended or renegotiated transactions, as well as to the initial transaction, regardless of the success of the Project.\n4. The Parties hereby agree to keep completely confidential the name(s) of the Purchaser, such identity shall remain confidential until either the execution of all agreements necessary to fulfil the Project or the abandon of the Project.\n5. The Parties agree that absolutely no effort shall be made to circumvent the Agreement in any way or manner to gain fees, commissions, remuneration(s) or other such considerations to the benefit of a Party of the Agreement and/or the Purchaser except mutually and previously agreed by the Parties.\n6. It is agreed by the Parties that full disclosure of Confidential Information constituted by business deals and arrangement(s) for fee(s), commission(s), remuneration(s), and/or consideration(s) to any Party and/or the Purchaser shall be an understood and adhered to principle of the Agreement only when both parties agree that this is imperative to continue the business transactions.\n7. Any document containing Confidential Information disclosed by the Transmitter to the Recipient shall be so identified with the following notice by means of a rubber stamp and/or written or printed indication appropriately and apparently placed on the document: \"Confidential Information\" or \u201cConfidential\u201d.\n8. The receiving Party shall not copy, reproduce, duplicate, publish, disclose, or otherwise make available any Confidential Information disclosed by the Transmitter, or any parts, or abstracts thereof to any third person, firm, corporation, partnership or entity in any form or manner whatsoever without the prior written approval of the Transmitter.\n9. The Recipient agrees not to use Confidential Information of the Transmitter or any part thereof, for its own design, development and manufacturing purposes or any other purpose.\n10. The Agreement shall apply to all Confidential Information exchanged by the Parties in connection with the purpose of the Agreement defined above, notwithstanding that such Confidential Information may have been exchanged prior to the dates of signature of the Agreement, and shall remain valid for a period of five (5) years. The obligations of the Agreement shall survive for five (5) years after disclosure of the subject Confidential Information.\n11. The Agreement shall not be construed as implying any obligation to enter into further agreements and nothing in the Agreement shall be construed as a license grant under any patent, now or hereafter issued, or giving to any Party hereto any manufacturing rights, or intellectual property rights.\n12. The Agreement shall be governed by and interpreted in accordance with Spanish laws (including those relative to exportation and re-exportation of Confidential Information).\n13. Any dispute in any way arising out of or in connection with the interpretation or performance of the Agreement, which cannot be settled within a reasonable period of time by exercising the reasonable best efforts and good faith of the Parties, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators, provided they are in odd number, appointed in accordance with the said Rules. The arbitration shall be located at Madrid, Spain.\n14. The award of the arbitrators shall be final and shall have the force of a judgement as among the\n15. Parties. The cost of the arbitration shall be borne as ordered by the arbitrators.\n16. The Agreement has been prepared and signed in two (2) original copies in the English language.\n17. Nothing in the Agreement shall grant to any Party the right to make any commitments of any kind for or on behalf of the other Party without that Party's express written authority.\n18. The rights herein granted are for the benefit of the Parties hereto and except as expressly provided herein, are not for the benefit of any third person, firm, or corporation, and nothing herein contained shall be construed to create any rights or obligations to any third parties under, as a result of, or in connection with the Agreement.\nThe invalidity or unenforceability of any part of the Agreement for any reasons whatsoever shall not affect the validity or enforceability of the remainder.\nAll Parties duly endorsed on this Agreement agree and acknowledge that a financial penalty may be imposed on any one Party up to Five Million USD Dollars for any or all violations of this NON CIRCUMVENTION & NON DISCLOSURE AGREEMENT.\nThe Agreement is effective as of June 1, 2013\nIN WITNESS WHEREOF, each Party hereto has executed the Agreement as of day and year first above written.\n_________________________ _________________________\nName: ________________ Name:\nTitle: _________________ Title:\nDate: _________________ Date:\nA.I CLIENTS / COMPANIES / OPPORTUNITIES\n", "spans": [ [ 0, 412 ], [ 413, 533 ], [ 534, 541 ], [ 542, 668 ], [ 669, 1147 ], [ 1148, 1246 ], [ 1247, 1444 ], [ 1445, 1583 ], [ 1584, 1669 ], [ 1670, 2370 ], [ 2371, 2533 ], [ 2534, 2760 ], [ 2761, 3069 ], [ 3070, 3418 ], [ 3419, 3656 ], [ 3657, 3956 ], [ 3957, 4344 ], [ 4345, 4654 ], [ 4655, 5006 ], [ 5007, 5187 ], [ 5188, 5518 ], [ 5518, 5641 ], [ 5642, 5941 ], [ 5942, 6118 ], [ 6119, 6587 ], [ 6587, 6637 ], [ 6638, 6738 ], [ 6739, 6752 ], [ 6752, 6825 ], [ 6826, 6924 ], [ 6925, 7108 ], [ 7109, 7453 ], [ 7454, 7610 ], [ 7611, 7844 ], [ 7845, 7890 ], [ 7891, 7995 ], [ 7996, 8022 ], [ 8022, 8047 ], [ 8048, 8054 ], [ 8054, 8071 ], [ 8071, 8076 ], [ 8077, 8084 ], [ 8084, 8102 ], [ 8102, 8108 ], [ 8109, 8115 ], [ 8115, 8133 ], [ 8133, 8138 ], [ 8139, 8178 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 19 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 22 ] }, "nda-10": { "choice": "Entailment", "spans": [ 14, 16 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 9 ] }, "nda-1": { "choice": "Entailment", "spans": [ 9, 17 ] }, "nda-19": { "choice": "Entailment", "spans": [ 21 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 18 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 18 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 6, 19, 30 ] } } } ], "document_type": "search-pdf", "url": "http://www.eiranova.com/wp-content/uploads/2017/03/contrato_ingles_corporativo_mal.pdf" }, { "id": 98, "file_name": "document_viewer.pdf", "text": "The Corporation of the Town of The Blue Mountains Information Technology, Confidentiality, Non-Disclosure and Data Security Agreement\nThis Agreement entered into and effective this day of , 2018, between the Town of The Blue Mountains (Town) and (Provider) hereinafter collectively referred to as the \u201cParties\u201d or singularly referred to as the \u201cParty\u201d.\nWhereas the Town and the Provider enter into the provision of services by the Town for .\nAnd Whereas the Town is willing to disclose to the Provider, upon terms and conditions hereinafter set forth, Confidential Information in order that meaningful discussions and collaborations may take place with regard to the matter for which the Provider has been engaged by the Town and so that the Provider can carry out the work required by the Town in its engagement of the Provider;\nNow, therefore, in consideration of the foregoing premises that are incorporated as part of this Agreement and the mutual covenants hereinafter set forth, the Provider agrees as follows:\n1. Definition of Confidential Information\n1.1. All information disclosed by the Town in oral, written, graphic, photographic, recorded, prototype, sample or in any other form that is related to the Information Technology, Geographic Information Systems (GIS) and Supervisory Control and Data Acquisition (SCADA) systems for Town of The Blue Mountains or any information written, graphic, photographic, recorded, prototype, sample or in any other form that is generated by the Provider for the purpose of doing business with The Town shall be considered Confidential Information. Any information considered Private Information by the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), any personal health information as defined by the Personal Health Information Protection Act (PHIPA), and by the Personal Information Protection and Electronic Documents Act (PIPEDA) is also considered Confidential Information.\n2. Disclosure of Confidential Information\n2.1. The Town may disclose to the Provider Confidential Information enabling the two Parties to engage in meaningful discussion and/or collaboration. The Provider agrees to accept and hold such Confidential Information in accordance with the provisions of this Agreement.\n2.2. The Provider shall communicate the Town\u2019s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof.\n3. Disclosure to Third Parties\n3.1. From and after the date of this Agreement, the Provider agrees neither to disclose to any third party nor permit any third party to have access to any or all of the Confidential Information disclosed by the Town, without the prior written consent of the Town, nor to use any of the Confidential Information for any purpose other than as consented to in writing by the Town. However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories:\na) Information that is now generally known to the public through no fault of the Provider;\nb) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or\nc) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party.\n4. Protection of Confidential Information\n4.1. The Provider will agree to use their best efforts to prevent disclosure of Confidential Information to any third party for an indefinite period of time from the date of this Agreement. The Provider is to use best practice security measures at all times to prevent information from being compromised. All policies and procedures relating to data and information security are to be readily available to the Town from the Provider.\n4.2. The Provider shall protect the Town\u2019s Confidential Information in accordance with applicable privacy legislation.\n4.3. The Provider acknowledges that disclosure of the Confidential Information would be highly detrimental to the interests and obligations of the Town and that in the event of a breach by the Provider of its obligations to the Town as regarding the Confidential Information, the damages suffered by the Town may be difficult or impossible to determine and that the remedies of the Town at law may be inadequate. Accordingly, in addition to any monetary damages, the Town shall be\nentitled to specific performance of the breaching party\u2019s obligations hereunder regarding the Confidential Information, and to seek an injunction to prevent any reasonably apprehended breach or continuing breach of such obligations.\n4.4. The Provider shall employ at all times administrative and technical security measures to the Town\u2019s standards on access and password procedures for Provider\u2019s personnel, encryption of Town Confidential Information while in transit and at rest, continuous monitoring of the security posture of the Information, maintenance of auditable logs including: user access logs, physical outage logs, and application logs, encryption, isolation of the Town\u2019s Confidential Information, business continuity procedures, and provision of an encrypted method of remote authentication and authorization.\n4.5. The Provider shall immediately notify the Town of any security breach (including any internal unauthorized use or disclosure), investigate the security breach, and take measures to remediate such breach at the Vendors cost as directed by the Town.\n5. Right to Audit\n5.1. The Town retains the right to audit the Provider to ensure that proper measures are being applied to protect any and all confidential information. Auditing may be performed by Town IT Staff or by a Third Party, as chosen by the Town in its sole discretion.\n5.2. A Privacy Impact Assessment (\u201cPIA\u201d) shall be required if the Provider will have access to personal information as defined by MFIPPA and personal health information as defined by PHIPA, the Town shall have right to terminate the engagement of the Provider without any liability or penalty if the Provider fails the PIA, and the failure cannot be mitigated, within a time specified by the Town, by measures acceptable to the Town.\n6. Return of Confidential Information\n6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests. The Provider agrees that, subsequent to a request for return of Confidential Information or notification of termination of business discussions and/or collaboration, Confidential Information provided orally will continue to be kept confidential by the Provider and the provisions of this Agreement shall continue with respect to all Confidential Information until any of items 3.1 a), b) and c) become applicable. If the information is unable to be returned then information must be destroyed and a certificate of destruction must be issued. 7. Use of Confidential Information\n7.1. The Provider shall not use the Confidential Information provided by the Town for any purpose except for carrying out the work for which the Town has engaged the Provider.\n7.2. The Provider shall not disclose or otherwise duplicate the Town\u2019s Confidential Information without the Town\u2019s written approval or knowingly allow any one else to copy or otherwise duplicate any of the Town\u2019s Confidential Information under its control.\n8. Ownership of Information\n8.1. The Town shall at all time retain sole ownership, right and title in the Town\u2019s Confidential Information\n9. Product of this Agreement\n9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town.\n10. Governing Laws\n10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws.\n11. Length of Agreement\n11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider.\n12. Limitation of Agreement\n12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party. Furthermore, nothing in this Agreement shall be interpreted so as to oblige either Party to enter into any further agreements.\n13. Amendments\n13.1. This Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the Parties hereto.\n14. Assignment\n14.1. This assignment shall not be assigned by either party and any purported assignment not permitted under this agreement shall be void.\n15. Entire Agreement\n15.1. This Agreement constitutes the entire agreement between the parties with respect to the non-disclosure of Confidential Information, save and except for any provisions with respect to non-disclosure of Confidential Information that may be contained in any agreement related to the engagement of the Provider by the Town and shall not be altered, modified or amended except by a written agreement executed by the Town.\nProvider Corporation Name\nSignature (I have authority to bind the Corporation)\nName\nTitle\nDate\nThe Corporation of The Town of The Blue Mountains\nRuth Prince, Director of Finance and IT Services\nDate\n", "spans": [ [ 0, 133 ], [ 134, 352 ], [ 353, 441 ], [ 442, 829 ], [ 830, 1016 ], [ 1017, 1058 ], [ 1059, 1596 ], [ 1596, 1950 ], [ 1951, 1992 ], [ 1993, 2143 ], [ 2143, 2264 ], [ 2265, 2663 ], [ 2664, 2694 ], [ 2695, 3074 ], [ 3074, 3232 ], [ 3233, 3323 ], [ 3324, 3538 ], [ 3539, 3743 ], [ 3744, 3785 ], [ 3786, 3976 ], [ 3976, 4091 ], [ 4091, 4219 ], [ 4220, 4338 ], [ 4339, 4752 ], [ 4752, 4819 ], [ 4820, 5052 ], [ 5053, 5645 ], [ 5646, 5898 ], [ 5899, 5916 ], [ 5917, 6069 ], [ 6069, 6178 ], [ 6179, 6612 ], [ 6613, 6650 ], [ 6651, 6946 ], [ 6946, 7327 ], [ 7327, 7331 ], [ 7331, 7338 ], [ 7338, 7360 ], [ 7360, 7488 ], [ 7488, 7522 ], [ 7523, 7698 ], [ 7699, 7955 ], [ 7956, 7983 ], [ 7984, 8093 ], [ 8094, 8122 ], [ 8123, 8357 ], [ 8358, 8376 ], [ 8377, 8555 ], [ 8556, 8579 ], [ 8580, 8696 ], [ 8696, 8910 ], [ 8911, 8938 ], [ 8939, 9178 ], [ 9178, 9304 ], [ 9305, 9319 ], [ 9320, 9461 ], [ 9462, 9476 ], [ 9477, 9615 ], [ 9616, 9636 ], [ 9637, 10059 ], [ 10060, 10085 ], [ 10086, 10138 ], [ 10139, 10143 ], [ 10144, 10149 ], [ 10150, 10154 ], [ 10155, 10204 ], [ 10205, 10253 ], [ 10254, 10258 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 43, 52 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Entailment", "spans": [ 6 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 19, 34, 35, 36, 37, 49, 50 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 33 ] }, "nda-3": { "choice": "Entailment", "spans": [ 6 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 11, 13, 19 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 41 ] }, "nda-8": { "choice": "Entailment", "spans": [ 14, 17 ] }, "nda-13": { "choice": "Entailment", "spans": [ 14, 16 ] }, "nda-5": { "choice": "Entailment", "spans": [ 11 ] }, "nda-4": { "choice": "Entailment", "spans": [ 13, 40, 41 ] } } } ], "document_type": "search-pdf", "url": "https://www.thebluemountains.ca/document_viewer.cfm?doc=21" }, { "id": 100, "file_name": "epsteen_nda.pdf", "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nBUSINESS: ______________________________________________________\nADDRESS: ______________________________________________________\nDESCRIPTION:\nASKING PRICE: .\nThis is intended to be a legally binding document. This agreement shall be governed by and enforced in accordance with the laws of the State of California, USA as applicable to contracts to be performed therein. The undersigned (hereinafter, collectively, \u201cBuyer\u201d) acknowledges its/his/her desire to receive from Epsteen & Associates (\u201cBroker\u201d) and from the owner of the Business, described above (\u201cSeller\u201d) certain information pertaining to the Business, the Seller and/or the possible sale of the Business (the \u201cTransaction\u201d). For purpose of this Agreement, (a) the term \u201cBuyer\u201d means all of undersigned, including both the potential buyer interested in the Transaction, and such buyer\u2019s broker, and both such buyer and buyer\u2019s broker are bound by the provisions of this agreement; and (b) any information provided to Buyer, or otherwise learned by Buyer, concerning the Business, Seller or Transaction shall collectively be referred to herein as \u201cConfidential Information\u201d. In consideration of Broker providing Confidential Information to Buyer, Buyer agrees to the following:\nKEEP INFORMATION CONFIDENTIAL\nBuyer acknowledges that any Confidential Information disclosed to others may be damaging to the Business and the Seller. Buyer understands that Confidential Information includes, without limitation: the fact that Business is for sale; financial details; identity of suppliers and customers; and any information not generally known by public. Buyer agrees not to disclose Confidential Information to anyone other than its/his/her advisors and affiliates who both (a) have a need to know the information in connection with the Transaction; and (b) have agreed by signing a copy of this agreement to be bound by the terms of this agreement. Buyer agrees that all copies of materials and data provided to Buyer (and any information derivative of such information) shall also be \u201cConfidential Information\u201d; and all Confidential Information shall be returned to Broker in the event that Buyer decides not to pursue the Transaction. Buyer shall be legally responsible for the actions and omissions of Buyer\u2019s advisors and affiliates.\nDIRECT ALL CONTACT THROUGH BROKER\nBuyer shall not contact the Seller or any other individual or entity associated with Seller or the Business including, without limitation, landlords, employees, suppliers or customers except upon the prior written consent of Seller. All correspondence, inquiries, and offers to purchase, and other documents relating to the Business or Transaction (all of which is \u201cConfidential Information) will be delivered solely through Broker, and all negotiations relating to the Business or Transaction will be conducted exclusively through Broker.\nUSE INFORMATION FOR EVALUATION PURPOSE ONLY\nWithout limiting the other restrictions in this agreement, Buyer agrees to use Confidential Information solely to internally evaluate the Business for the possible Transaction and not for any other purposes whatsoever.\nDO NOT CIRCUMVENT SELLER AND/OR BROKER Buyer will not circumvent Seller and/or Broker by contacting any person or persons involved with the Business including, without limitation, landlords, employees, suppliers or customers. CONFIDENTIAL INFORMATION IS PROVIDED BY SELLER\nAll information about the Business is provided by the Seller and is not verified by Broker. Buyer understands that purchasing any business represents investment risks and that Buyer should obtain professional assistance from independent accounting, legal, and financial advisors to verify all information prior to consummating an agreement to purchase the Business. Buyer will not rely on the information provided by Broker or Seller, including the Confidential Information, but shall conduct its own independent due diligence. Seller (and not Broker) is the source of all information and statements about the Business. Broker makes no warranty, guarantee, expressed or implied, as to the accuracy of such information.\nBuyer agrees to defend, indemnify, protect and hold harmless Broker, and release Broker, in connection with all information provided to Buyer, including all Confidential Information, and in connection with any breach by Buyer of any of its obligations under this agreement.\nPROVIDE EVIDENCE OF FINANCIAL ABILITY\nShould Buyer present an offer to purchase the Business, Buyer will provide a financial statement and a personal and business history, and Buyer authorizes Broker and Seller to obtain through standard reporting agencies, financial and credit information about Buyer and/or the companies Buyer represents.\nENFORCEMENT\nBuyer acknowledges and agrees that any breach of any of its/his/her obligations hereunder will cause Seller and the Business irreparable harm for which Seller and the Business have no adequate remedy at law, and that Seller and the Business shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of this agreement, in addition to any other remedies Seller and Business may have at law or in equity, and that this agreement shall be specifically enforceable in accordance with its terms. Both Broker and Seller are beneficiaries of this agreement and are both entitled to enforce this agreement.\nIn any action or proceeding, whether or not resulting in litigation, between Buyer (or either of them) and Seller, or between Buyer (or either of them) and Broker, including any litigation to enforce any of the terms of this agreement, the prevailing party shall be entitled to recover, in addition to any damages or compensation received, its costs and expenses incurred in connection with such action or proceeding, including any reasonable attorneys\u2019 fees, expenses and court costs.\nWe, the undersigned, understand and agree that this agreement is legally binding upon us. We understand that Seller and/or Broker have the right to seek any and all lawful remedies to enforce the terms of this agreement. We acknowledge that we have read and understand the disclosures contained herein.\nBUYER: BUYER\u2019S BROKER/AGENT:\n_________________________________________ _________________________________________\nSIGNATURE DATE SIGNATURE DATE\n__________________________________________ __________________________________________\nPRINT NAME PRINT NAME\n", "spans": [ [ 0, 44 ], [ 45, 55 ], [ 55, 109 ], [ 110, 119 ], [ 119, 173 ], [ 174, 186 ], [ 187, 202 ], [ 203, 254 ], [ 254, 415 ], [ 415, 732 ], [ 732, 763 ], [ 763, 991 ], [ 991, 1180 ], [ 1180, 1282 ], [ 1283, 1312 ], [ 1313, 1434 ], [ 1434, 1655 ], [ 1655, 1775 ], [ 1775, 1855 ], [ 1855, 1951 ], [ 1951, 2239 ], [ 2239, 2339 ], [ 2340, 2373 ], [ 2374, 2607 ], [ 2607, 2913 ], [ 2914, 2957 ], [ 2958, 3176 ], [ 3177, 3216 ], [ 3216, 3403 ], [ 3403, 3449 ], [ 3450, 3542 ], [ 3542, 3816 ], [ 3816, 3978 ], [ 3978, 4070 ], [ 4070, 4168 ], [ 4169, 4442 ], [ 4443, 4480 ], [ 4481, 4784 ], [ 4785, 4796 ], [ 4797, 5328 ], [ 5328, 5435 ], [ 5436, 5921 ], [ 5922, 6012 ], [ 6012, 6143 ], [ 6143, 6224 ], [ 6225, 6253 ], [ 6254, 6296 ], [ 6296, 6337 ], [ 6338, 6367 ], [ 6368, 6411 ], [ 6411, 6453 ], [ 6454, 6475 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 20 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 16 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 28 ] }, "nda-7": { "choice": "Entailment", "spans": [ 17, 18, 19 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 17, 18, 19 ] }, "nda-4": { "choice": "Entailment", "spans": [ 26 ] } } } ], "document_type": "search-pdf", "url": "http://epsteen.com/site/assets/files/1334/epsteen_nda.pdf" }, { "id": 101, "file_name": "EUNCL_NDA_2016.pdf", "text": "Effective Date:\nDisclosure Period: 12 months\n(Month Day, Year to Month Day, Year)\nEnd of confidentiality obligations:\nNON DISCLOSURE AGREEMENT\nThis non disclosure agreement (hereinafter referred to as the \u201cAgreement\u201d) is made by and between:\nCommissariat \u00e0 l'\u00e9nergie atomique et aux \u00e9nergies alternatives, a French state-owned research entity with a scientific, technical or industrial activity duly organised under the laws of France and having its registered office located at 25 rue Leblanc, B\u00e2timent \u00ab Le Ponant D \u00bb - 75015 Paris, FRANCE, declared at the Paris Register of Commerce and Trade (\u201cRegistre du Commerce et des Soci\u00e9t\u00e9s de Paris\u201d) under the following registration number R.C.S. Paris B 775 685 019, acting for its Laboratoire d\u2019\u00e9lectronique et de technologie de l\u2019information (\u00ab LETI \u00bb), whose principal place of business is at 17 rue des Martyrs, 38054 Grenoble Cedex 9, and represented by Mrs Catherine de Mazancourt, LETI Intellectual Property Contracts Manager,\nhereinafter referred to as \u201cCEA\u201d or \u201cCoordinator\u201d\nacting for and on behalf of the project 654190 \u201cEUNCL\u201d partners,\nhereinafter referred to as \u201cEUNCL Partners\u201d\nand\n__________________________, incorporated under the laws of _________________, with its head office located at __________________________________________________________, represented by ____________________________________[function] ___________________,\nhereinafter referred to as \u201cThe Sponsor\u201d,\nhereinafter called individually and alternatively the \u201cReceiving Party\u201d and the \u201cDisclosing Party\u201d or a \u201cParty\u201d and together the \u201cParties\u201d.\nWHEREAS, there is, within the context of EU-NCL project, a collaboration agreement between CEA and EUNCL-Partners:\n- EUROPEAN UNION represented by EUROPEAN COMMISSION - JOINT RESEARCH CENTRE (JRC), established in Rue de la Loi 200 \u2013 1049 Brussels \u2013 Belgium,\n- The European Research Services GmbH, having its registered office at Mendelstr. 17, 48149 M\u00fcnster, Germany,\n- Leidos Biomedical Research, Inc., the Operations and Technical Support contractor to the Frederick National Laboratory for Cancer Research, on behalf of the Nano-Characterization Laboratory, having an office located at 1050 Boyles Street, Frederick, Maryland, 21702,\n- The Provost, Fellows, Foundation Scholars, and the other members of Board, of the College of the Holy and Undivided Trinity of Queen Elizabeth near Dublin, a Body Corporate incorporated by Charter - having its registered office at College Green, Dublin 2, Ireland\n- Stiftelsen SINTEF by its institute Materials and Chemistry, incorporated, having its registered office at Strindveien 4, N-7465 Trondheim, Norway\n- The University of Liverpool, incorporated by Royal Charter having its registered office at the University of Liverpool, Foundation Building, 765 Brownlow Hill, Liverpool, L69 7ZX, United Kingdom,\n- The Swiss federal Laboratories for Material sciences and technology, incorporated under the laws of Switzerland and having their registered office at \u00dcberlandstrasse 129, 8600 D\u00fcbendorf, Switzerland,\n- Gesellschaft f\u00fcr Bioanalytik M\u00fcnster e. V., incorporated under the laws of Germany and having its registered office at Mendelstr. 17, D-48149 M\u00fcnster, Germany EUNCL Partners, which are concerned together with CEA by the present Agreement. for the needs of the present Agreement, said EUNCL Partners have delegated to CEA the authority to sign the present Agreement in their name and on their behalf.\nCEA and EUNCL Partners are active in the characterisation of nanomedicines and owns considerable proprietary and valuable experience and information related to the same;\nThe Sponsor is active in the development, production and commercialisation of____________________________ for the ______________________________ industry and owns considerable proprietary and valuable experience and information related to the same, their production, their processing and their use.\n\u2022 The Parties to this Agreement wish to pursue exploratory discussions between them related to _______________________________________, in order to evaluate the interest in an eventual technical collaboration relating to this subject matter (the \u201cPurpose\u201d).\n\u2022 In this context, it is necessary for the Parties to disclose to each other certain of their proprietary information pertaining to the above subject matter, concerning notably: ____________________________________________________________________________ ____________________________________________________________________________ which information the Parties regard as confidential.\nNOW THEREFORE, the Parties hereto agree as follows:\n1 - As used in the Agreement the term \"Confidential Information\" shall mean any information or data whether of financial, commercial, technical, legal or whatever nature disclosed by the Disclosing Party to the Receiving Party under this Agreement, whether in writing or drawings, orally, in the form of samples, models, computer program or in any form whatsoever including information derivable by visual inspection, provided that such written information is clearly and conspicuously marked as proprietary or confidential and that such oral or visual information is designated as proprietary or confidential upon disclosure and confirmed by the Disclosing Party in writing within thirty (30) days from the date of disclosure, provided that such information shall be treated as Confidential Information by the Receiving Party during this thirty (30) day period.\nHowever, that information disclosed by the Disclosing Party hereunder shall not be Confidential Information if it is, as proven by the Receiving Party by appropriate documentation:\n(a) already available to the public or becomes available to the public through no breach of the Agreement by the Receiving Party; or\n(b) in the Receiving Party's possession prior to receipt from the Disclosing Party; or\n(c) received independently from a third party free to disclose such information to the Receiving Party; or\n(d) the result of developments undertaken by the Receiving Party\u2019s personnel which had no access to such information.\n2 - Nothing in this Agreement shall be construed as compelling a Party to disclose any Confidential Information to the other, or to enter into any further contractual relationship with the other Party.\n3 - The Confidential Information, all copies thereof and all rights thereto, shall remain the exclusive property of the Disclosing Party.\nAll Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information.\n4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination:\n- to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care,\n- to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a \"need to know\" basis,\n- not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information,\n- not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party,\n- not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation\n- not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement.\n5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement.\n6 - Disclosure period: this Agreement governs communication of Confidential Information from ________________________ (the \u201cEffective Date\u201d) for twelve (12) month duration and shall then terminate. The Receiving Party\u2019s duty to protect Confidential Information as foreseen in article 4 above shall continue for a period of five (5) years after expiry or termination.\n7 - The Confidential Information is disclosed, \u201cas is\u201d. The Disclosing Party makes no representations or warranties, whether express or implied, with respect to Confidential Information, and notably their fitness for a commercial technical purpose. The use of Confidential Information is made at the sole risk of the Receiving Party.\n8 - The Agreement is personal to the Parties (\u00ab intuitu personae \u00bb) and the Receiving Party undertakes not to assign nor transfer its rights or obligations under the Agreement to any third party, including an affiliated company, without the Disclosing Party\u2019s prior written approval.\n9 - Any dispute arising in connection with this Agreement, including any dispute related to the validity, interpretation, implementation and/or termination of the Agreement, which cannot be amicably settled within the sixty (60) days following its occurrence shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with those Rules. The arbitration proceedings shall take place in Paris (France). The language to be used in the arbitral proceedings shall be English.\nThe applicable law shall be Belgian Law, under which the dispute, controversy or claim referred to arbitration shall be decided without regard to its conflict of laws principles.\n10 - Any notices for technical correspondence in connection with the Agreement shall be sent to:\nMrs Fanny CAPUTO \u2026\u2026\u2026\u2026\u2026, if to CEA\nCEA Grenoble/LETI/DTBS\n17 avenue des Martyrs \u2013 38054 Grenoble Cedex 09\nTel: 04 38 78 15 06\nEmail: fanny.caputo@cea.fr\n_________________________ if to __________\n________________________________________\n________________________________________\nTel: ___________________\nEmail: ___________________\n11 - The Agreement cancels and supersedes all previous written or oral agreements and understandings between the Parties with regard to the Purpose, and constitutes the Parties\u2019 entire agreement as to such Purpose. No addition or modification of the terms of the Agreement shall be valid between the Parties unless made in writing and signed by their duly authorised representatives.\nExecuted in two (2) original counterparts, one (1) for each Party:\nFor The Sponsor:\nDate:\nNAME/Function\nFor CEA\nacting for and on behalf of EUNCL Partners:\nDate:\nCatherine de Mazancourt, LETI Intellectual Property Contracts Manager\n", "spans": [ [ 0, 15 ], [ 16, 44 ], [ 45, 81 ], [ 82, 117 ], [ 118, 142 ], [ 143, 241 ], [ 242, 980 ], [ 981, 1030 ], [ 1031, 1095 ], [ 1096, 1139 ], [ 1140, 1143 ], [ 1144, 1254 ], [ 1254, 1314 ], [ 1314, 1329 ], [ 1329, 1376 ], [ 1376, 1396 ], [ 1397, 1438 ], [ 1439, 1578 ], [ 1579, 1693 ], [ 1694, 1836 ], [ 1837, 1946 ], [ 1947, 2215 ], [ 2216, 2481 ], [ 2482, 2629 ], [ 2630, 2827 ], [ 2828, 3029 ], [ 3030, 3197 ], [ 3197, 3271 ], [ 3271, 3431 ], [ 3432, 3601 ], [ 3602, 3677 ], [ 3677, 3716 ], [ 3716, 3747 ], [ 3747, 3900 ], [ 3901, 3996 ], [ 3996, 4158 ], [ 4159, 4337 ], [ 4337, 4414 ], [ 4414, 4491 ], [ 4491, 4544 ], [ 4545, 4596 ], [ 4597, 5459 ], [ 5460, 5640 ], [ 5641, 5773 ], [ 5774, 5860 ], [ 5861, 5967 ], [ 5968, 6085 ], [ 6086, 6287 ], [ 6288, 6425 ], [ 6426, 6703 ], [ 6703, 6829 ], [ 6830, 6978 ], [ 6979, 7132 ], [ 7133, 7297 ], [ 7298, 7601 ], [ 7602, 7762 ], [ 7763, 7959 ], [ 7960, 8148 ], [ 8149, 8476 ], [ 8477, 8570 ], [ 8570, 8595 ], [ 8595, 8675 ], [ 8675, 8843 ], [ 8844, 8900 ], [ 8900, 9093 ], [ 9093, 9177 ], [ 9178, 9461 ], [ 9462, 9878 ], [ 9878, 9942 ], [ 9942, 10011 ], [ 10012, 10190 ], [ 10191, 10287 ], [ 10288, 10321 ], [ 10322, 10326 ], [ 10326, 10344 ], [ 10345, 10375 ], [ 10375, 10392 ], [ 10393, 10412 ], [ 10413, 10439 ], [ 10440, 10466 ], [ 10466, 10482 ], [ 10483, 10523 ], [ 10524, 10564 ], [ 10565, 10570 ], [ 10570, 10589 ], [ 10590, 10597 ], [ 10597, 10616 ], [ 10617, 10832 ], [ 10832, 11000 ], [ 11001, 11067 ], [ 11068, 11084 ], [ 11085, 11090 ], [ 11091, 11104 ], [ 11105, 11112 ], [ 11113, 11156 ], [ 11157, 11162 ], [ 11163, 11232 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 51, 56 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 48, 58 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 41 ] }, "nda-1": { "choice": "Entailment", "spans": [ 41 ] }, "nda-19": { "choice": "Entailment", "spans": [ 51, 62 ] }, "nda-12": { "choice": "Entailment", "spans": [ 42, 46 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 49, 50 ] }, "nda-3": { "choice": "Entailment", "spans": [ 41 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 51, 55 ] }, "nda-17": { "choice": "Entailment", "spans": [ 51, 54 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 42, 45 ] }, "nda-5": { "choice": "Entailment", "spans": [ 51, 53 ] }, "nda-4": { "choice": "Entailment", "spans": [ 51, 53 ] } } } ], "document_type": "search-pdf", "url": "http://www.euncl.eu/working-with-us/submission-procedure/EUNCL_NDA_2016.pdf?m=1458234633" }, { "id": 102, "file_name": "Evelozcity%20OESA%20NDA.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis NON-DISCLOSURE AGREEMENT (this \u201cAgreement\u201d) is made as of this ___ day of ___________, 2019, by and between Evelozcity with offices at 19951 Mariner Avenue, Torrance, CA 90503 (the \u201cDisclosing Party\u201d), and ______________________________ (the \u201cRecipient\u201d).\n1. Background. The parties plan to attend a town hall-style meeting among various members of the vehicle industry sponsored by the Original Equipment Suppliers Association on Msy 22, 2019. (\u201cMeeting\u201d). During the Meeting, the Disclosing Party plans to discuss and display certain information regarding its company, including certain oral or written information about its vehicle prototypes, the component parts used in its vehicle prototypes and the company program plan. Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information.\n2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, \u201cRepresentatives\u201d) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (\u201cPermitted Use.\u201d) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. \u201cConfidential Information\u201d means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as \u201cconfidential\u201d at the time of disclosure.\n3. Limitations. The obligations of the Recipient specified in Section 2 above shall not apply with respect to Confidential Information to the extent that such Confidential Information: (a) is or becomes generally known to the public without any act or omission on the part of the Recipient or its Representatives; (b) is in the Recipient\u2019s lawful possession at the time of disclosure by the Disclosing Party; (c) is or becomes known to the Recipient through disclosure by an unaffiliated third party (except where such third party is known by the Recipient to be disclosing such information in breach of obligations of confidence); or (d) is independently developed by or for the Recipient by persons who have had no access to or been informed of the existence or substance of the Confidential Information. It shall not be a breach of this Agreement for the Recipient to disclose Confidential Information if required to do so under law or in a judicial, arbitral, or governmental proceeding or investigation, provided, (i) the Disclosing Party has been given reasonable prior notice to allow it the option to take actions to protect its interest and Recipient shall cooperate with any reasonable requests of the Disclosing Party in connection thereof, including any protective orders or other safeguards sought by the Disclosing Party; and (ii) the Recipient only discloses that portion of the Confidential Information (with a full copy to the Disclosing Party) required to be disclosed and shall preserve the confidentiality of all other Confidential Information.\n4. Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information. The Recipient acquires no intellectual property license or rights under this Agreement except the limited right to review such Confidential Information. Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either party to enter into any further agreement with the other or to require Disclosing Party to disclose any particular or further Confidential Information. Nothing in this Agreement creates or shall be deemed to create any employment, joint venture, or agency relationship between the parties.\n5. Injunctive Relief. Recipient acknowledges that its breach of this Agreement may cause irreparable damage to Disclosing Party and hereby agrees that, in addition to any other relief available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief under this Agreement.\n6. Governing Law. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state.\n7. Amendment and Construction. This Agreement may be amended or modified only by written instrument executed by both parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed or interpreted so as to best accomplish the objectives of the Agreement within the limits of applicable law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.\n9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. The parties agree that any representation, warranty or condition, written or otherwise, not expressly contained in this Agreement or in an authorized written amendment thereto shall not be enforceable by any party.\n10. Term. The confidentiality obligations contained in this Agreement expire and are of no further force or effect five (5) years from last date that Confidential Information was disclosed under this Agreement.\nIN WITNESS WHEREOF the parties hereto have executed this Non-Disclosure Agreement as of the date first set forth above.\nEVELOZCITY RECIPIENT\nBy: __________________________ By: ___________________________\nName: __________________________ Name: ___________________________\nTitle: __________________________ Title: ___________________________\n", "spans": [ [ 0, 24 ], [ 25, 267 ], [ 267, 285 ], [ 286, 301 ], [ 301, 469 ], [ 469, 488 ], [ 488, 758 ], [ 758, 1029 ], [ 1029, 1143 ], [ 1144, 1191 ], [ 1191, 1291 ], [ 1291, 1716 ], [ 1716, 1770 ], [ 1770, 2078 ], [ 2078, 2185 ], [ 2185, 2298 ], [ 2298, 3000 ], [ 3001, 3017 ], [ 3017, 3186 ], [ 3186, 3315 ], [ 3315, 3410 ], [ 3410, 3636 ], [ 3636, 3808 ], [ 3808, 4020 ], [ 4020, 4341 ], [ 4341, 4565 ], [ 4566, 4608 ], [ 4608, 4844 ], [ 4844, 4997 ], [ 4997, 5286 ], [ 5286, 5423 ], [ 5424, 5446 ], [ 5446, 5725 ], [ 5726, 5744 ], [ 5744, 6014 ], [ 6015, 6046 ], [ 6046, 6148 ], [ 6148, 6327 ], [ 6327, 6688 ], [ 6688, 6863 ], [ 6864, 6885 ], [ 6885, 7084 ], [ 7084, 7298 ], [ 7299, 7309 ], [ 7309, 7509 ], [ 7510, 7629 ], [ 7630, 7650 ], [ 7651, 7655 ], [ 7655, 7682 ], [ 7682, 7686 ], [ 7686, 7713 ], [ 7714, 7720 ], [ 7720, 7747 ], [ 7747, 7753 ], [ 7753, 7780 ], [ 7781, 7788 ], [ 7788, 7815 ], [ 7815, 7822 ], [ 7822, 7849 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 27, 28 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 7, 16 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 16 ] }, "nda-19": { "choice": "Contradiction", "spans": [ 44 ] }, "nda-12": { "choice": "Entailment", "spans": [ 18, 22 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 16 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 11 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 23, 24 ] }, "nda-13": { "choice": "Entailment", "spans": [ 18, 21 ] }, "nda-5": { "choice": "Entailment", "spans": [ 11 ] }, "nda-4": { "choice": "Entailment", "spans": [ 12, 14 ] } } } ], "document_type": "search-pdf", "url": "https://www.oesa.org/sites/default/files/page/Evelozcity%20OESA%20NDA.pdf" }, { "id": 103, "file_name": "Example-Mutual-Non-Disclosure-Agreement.pdf", "text": "An Example of a Mutual Non-Disclosure Agreement\nDate: 201[ ]\nParties:\n[NAME OF INDIVIDUAL] of [address of individual]\nOR\n[NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies]\nand\n[NAME OF INDIVIDUAL] of [address of individual]\nOR\n[NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies]\n1. Each of the parties to this Agreement intends to disclose information (the Confidential Information) to the other party for the purpose of [insert details e.g. discussing the possibility of the parties entering into a joint venture] (the Purpose).\n2. Each party to this Agreement is referred to as \u2018the Recipient\u2019 when it receives or uses the Confidential Information disclosed by the other party.\n3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party.\n4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4.\n5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to:\na) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or\nb) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party.\n6. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority.\n7. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party.\n8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose.\n9. The undertakings in clauses 3 and 4 will continue in force [indefinitely][for [insert number] years from the date of this Agreement].\n10. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement.\nSigned [by [insert name]] OR [on behalf of][insert name] by its duly authorised representative]:\n_____________________________\nSignature\n_____________________________\nName\n_____________________________\nPosition\nSigned [by [insert name]] OR [on behalf of] [insert name] by its duly authorised representative]:\n_____________________________\nSignature\n_____________________________\nName\n_____________________________\n", "spans": [ [ 0, 47 ], [ 48, 60 ], [ 61, 69 ], [ 70, 117 ], [ 118, 120 ], [ 121, 307 ], [ 308, 311 ], [ 312, 359 ], [ 360, 362 ], [ 363, 549 ], [ 550, 800 ], [ 801, 950 ], [ 951, 1149 ], [ 1150, 1536 ], [ 1537, 1753 ], [ 1754, 1880 ], [ 1881, 2058 ], [ 2059, 2220 ], [ 2221, 2488 ], [ 2489, 2773 ], [ 2774, 2910 ], [ 2911, 3002 ], [ 3002, 3159 ], [ 3160, 3256 ], [ 3257, 3286 ], [ 3287, 3296 ], [ 3297, 3326 ], [ 3327, 3331 ], [ 3332, 3361 ], [ 3362, 3370 ], [ 3371, 3468 ], [ 3469, 3498 ], [ 3499, 3508 ], [ 3509, 3538 ], [ 3539, 3543 ], [ 3544, 3573 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 19 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 20 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 18 ] }, "nda-3": { "choice": "Entailment", "spans": [ 14 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 13 ] }, "nda-17": { "choice": "Entailment", "spans": [ 19 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 13 ] }, "nda-4": { "choice": "Entailment", "spans": [ 12 ] } } } ], "document_type": "search-pdf", "url": "https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/592212/Example-Mutual-Non-Disclosure-Agreement.pdf" }, { "id": 104, "file_name": "Example-One-Way-Non-Disclosure-Agreement.pdf", "text": "An Example of a One-way Non-Disclosure Agreement\nDate: 201[ ]\nParties:\n[NAME OF INDIVIDUAL RECEIVING INFORMATION] of [address of individual]\nOR\n[NAME OF COMPANY RECEIVING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies]\n(the Recipient)\nand\n[NAME OF INDIVIDUAL DISCLOSING INFORMATION] of [address of individual]\nOR\n[NAME OF COMPANY DISCLOSING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies]\n(the Discloser)\n1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of [insert details e.g. discussing the possibility of the Recipient and the Discloser entering into a joint venture] (the Purpose).\n2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser.\n3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3.\n4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to:\na) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or\nb) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser.\n5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority.\n6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information.\n7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose.\n8. The undertakings in clauses 2 and 3 will continue in force [indefinitely.] [for [insert number] years from the date of this Agreement.]\n9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement.\nIf the Recipient is an individual\nSigned and Delivered as a Deed by:\n[name of Recipient] in the presence of:\n_____________________________\nSignature\n_____________________________\nSignature of witness\n_____________________________\nName of witness\n_____________________________\n_____________________________\n_____________________________\nAddress of witness\nIf the Recipient is a company\nExecuted and Delivered as a Deed by [name of Recipient] acting by [name of director], a director, in the presence of:\n_____________________________\nSignature of Director\n_____________________________\nSignature of witness\n_____________________________\nName of witness\n_____________________________\n_____________________________\n_____________________________\n", "spans": [ [ 0, 48 ], [ 49, 61 ], [ 62, 70 ], [ 71, 140 ], [ 141, 143 ], [ 144, 352 ], [ 353, 368 ], [ 369, 372 ], [ 373, 443 ], [ 444, 446 ], [ 447, 656 ], [ 657, 672 ], [ 673, 917 ], [ 918, 1085 ], [ 1086, 1441 ], [ 1442, 1656 ], [ 1657, 1783 ], [ 1784, 1959 ], [ 1960, 2121 ], [ 2122, 2329 ], [ 2330, 2583 ], [ 2584, 2662 ], [ 2662, 2722 ], [ 2723, 2813 ], [ 2813, 2970 ], [ 2971, 3004 ], [ 3005, 3039 ], [ 3040, 3079 ], [ 3080, 3109 ], [ 3110, 3119 ], [ 3120, 3149 ], [ 3150, 3170 ], [ 3171, 3200 ], [ 3201, 3216 ], [ 3217, 3246 ], [ 3247, 3276 ], [ 3277, 3306 ], [ 3307, 3325 ], [ 3326, 3355 ], [ 3356, 3473 ], [ 3474, 3503 ], [ 3504, 3525 ], [ 3526, 3555 ], [ 3556, 3576 ], [ 3577, 3606 ], [ 3607, 3622 ], [ 3623, 3652 ], [ 3653, 3682 ], [ 3683, 3712 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 20 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 21, 22 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 19 ] }, "nda-3": { "choice": "Entailment", "spans": [ 15 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 14 ] }, "nda-17": { "choice": "Entailment", "spans": [ 20 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 14 ] }, "nda-4": { "choice": "Entailment", "spans": [ 13 ] } } } ], "document_type": "search-pdf", "url": "https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/606993/Example-One-Way-Non-Disclosure-Agreement.pdf" }, { "id": 105, "file_name": "ExcelerateStandardNDAFormat.pdf", "text": "NON-DISCLOSURE AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT (hereinafter referred to as the \"Agreement\") is entered into by and between Excelerate, Inc. a corporation organized and existing under the laws of the State of Alabama, (\u201cExcelerate\u201d) having its principal place of business at 1230 Slaughter Road, Suite F, Madison, AL 35758 U.S.A., and Burton Technical Group (\"Second Party\"), with its corporate office located at Company Address and each or both of which shall also hereinafter be referred to as the \"Party\" or \"Parties,\" respectively.\nWHEREAS, the Parties represent that they control or may in the future control and have in their possession or may in the future possess valuable proprietary, confidential information as described in Paragraph 1 of this Agreement;\nWHEREAS, in order for the Parties each to evaluate its interest in participating in a future business relationship it appears necessary that the Parties disclose to each other certain information; and\nWHEREAS, the Parties are willing to disclose and receive such information pursuant to the terms and conditions of this Agreement and neither Party has an obligation to supply PROPRIETARY Information;\nNOW, THEREFORE, the Parties agree as follows:\n1. \"PROPRIETARY Information\" shall mean, in the case of Excelerate and the Second Party, proprietary or confidential information that is owned or controlled by each party relating to any solicitation or request for proposal. Each Party's Proprietary Information may include, but is not limited to, patents, copyrights, design methods, ideas, concepts, data, formulas, manufacturing techniques, know-how, business plans, customer lists, solicitation response strategies, technical solutions to client requirements, system architectures, proposal preparation techniques and pricing policies, software, methodologies, technologies, processes, financial information, and sales and marketing information. Edit the highlighted portion of the first sentence in this paragraph to reflect the activities that are part of the NDA then delete this sentence.\n2. Each Party represents that to the best of its knowledge it has the right to disclose its Proprietary Information to the other without conflict with, or violation of the rights of, any third party.\n3. Each Party receiving Proprietary Information will require that all third parties to this Agreement, if any, to which it may give such proprietary information protect the same in accordance with the provisions contained herein. The third party shall be required to execute an agreement with the same provisions as contained herein.\n4. Except as provided in Paragraphs 6 and 7 hereof, Proprietary Information disclosed to a receiving Party shall for a period of three (3) years from the effective date of this Agreement be held in confidence by the receiving Party and not be disclosed to others or used except for the purposes set forth above, without the prior written approval of the disclosing Party.\n5. Disclosure of Proprietary Information to a receiving Party may be either oral or in writing. If an oral disclosure occurs, it will be confirmed within fifteen (15) days following initial disclosure by a written communication stating at least the date and circumstances under which the disclosure occurred and the general nature of the information disclosed. When a writing contains Proprietary Information the writing will, prior to disclosure to the receiving Party, be marked by the disclosing Party with a suitable legend (such as \"Proprietary Information\") to indicate its Proprietary status. The Parties shall utilize no less than reasonable care in protecting Proprietary Information received from the disclosing party; such care shall be the same degree of care as though it were to protect its own confidential or proprietary information.\n6. The conditions of Paragraph 4 hereof shall not apply to information which:\na. Was in the public domain or generally available to the public prior to receipt thereof by the receiving Party from the disclosing Party, or which subsequently becomes part of the public domain or generally available to the public except by wrongful act of the receiving Party or an employee or agent of the receiving Party; or\nb. Was (i) in the possession of the receiving Party prior to receipt from the disclosing Party, or (ii) is later received by the receiving Party from a third party, unless the receiving Party knows or has reason to know of an obligation of secrecy of the third party to the disclosing Party with respect to such information; or (iii) is developed by the receiving Party independent of such information received from the disclosing Party; or\nc. Is generally disclosed by the disclosing Party to third parties without obligation of secrecy.\n7. Notwithstanding anything to the contrary in Paragraph 4 hereof, Proprietary Information may be disclosed by a receiving Party to those of its employees and consultants who require knowledge thereof in connection with their duties in conducting the aforesaid purpose of this Agreement and who are obligated by written agreement to hold such Proprietary Information in confidence and restrict its use consistent with the receiving Party's obligations under this Agreement; and Proprietary Information may be disclosed to a legislative, judicial, or regulatory body requiring its disclosure, provided that, prior to such disclosure, the receiving Party has notified the disclosing Party of the requirement with an opportunity for the disclosing Party to object or seek an appropriate protective order.\n8. Upon written request of a Party who has disclosed Proprietary Information to a receiving Party, the receiving Party shall promptly return all Proprietary Information except that one copy may be retained by legal counsel of the receiving Party as evidence of what was disclosed.\n9. No title, license, or any other right of ownership or use shall be granted (expressly, by implication, or by estoppels) to the receiving party under any patent, trademark, copyright, or trade secret owned or controlled by the disclosing party by the disclosure of Proprietary Information. This Agreement shall not be construed to grant to either Party any patent license, use license, know-how license, or any other rights except as specifically provided herein.\n10. This Agreement shall be effective on the date of its full execution by the Parties.\na. This Agreement shall terminate at the end of the period of years as provided for in paragraph 4 above, or upon the delivery of written notice of termination by a Party to the other Party; however, the obligations of a receiving Party pursuant to Paragraph 4 shall remain in effect for the term specified therein.\nb. Notwithstanding the termination of this agreement, the supplied data must be maintained and protected in accordance with its provisions for three (3) years following the termination of this agreement. At the conclusion of this agreement/contract for which data is exchanged, proprietary data shall be returned to the provider or destroyed with a certification to that effect provided to the other party, except the one (1) copy retained by legal counsel as provided in paragraph 8 above.\n11. Except as specifically provided herein, neither Party makes any warranty, express or implied, oral or written, with respect to products, services, or information supplied hereunder, including any warranties related to patent, trademark, or copyright infringements. In no event shall either Party be liable to the other for indirect, special, consequential, punitive, exemplary, or incidental damages including, but not limited to damages for loss of use of facilities or equipment, loss of revenue, loss of profits or loss of goodwill regardless of (a) the negligence (either sole or concurrent) of either party; and (b) whether either party has been informed of the possibility of such damages.\n12. Each Party acknowledges that the Proprietary Information disclosed hereunder may be subject to export control, and that compliance with all appropriate Government regulations such as the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), etc., may be necessary to obtain required approvals before disclosing Proprietary Information to foreign nationals, businesses or governments. The receiving Party shall obtain the written consent of the disclosing Party prior to submitting any request for authority to export any such Proprietary Information. The receiving Party shall indemnify and hold the disclosing Party harmless from all claims, demands, damages, costs, fines, penalties, attorneys\u2019 fees, and all other expenses arising from failure of the receiving Party to comply with this clause or the ITAR or the EAR.\n13. The exclusive points of contact (POC) for the Parties with respect to the exchange of Proprietary Information are as follows:\nExcelerate, Inc. Second Party\nAttention: Michael Doubleday Name\n1230 Slaughter Road, Suite F Address\nAddress:\nMadison, AL 35759 City, State Zip\nPhone: (256) 325-4050 Phone\nFax: (256) 325-4052 Fax\nEmail: Inquiry@Excelerate-Inc.com Email\nThe parties may change their Point of Contact (POC) by written notice to the others.\n14. The parties acknowledge and agree that due to the unique nature of the Proprietary Information, and breach of this agreement by the receiving party would cause irreparable harm to the disclosing party and that the disclosing party shall therefore be entitled to equitable relief in addition to all other remedies at law. The parties agree that, in the event of breach, or threatened breach of the terms of this agreement, the originating party may seek an injunction prohibiting such breach. Both parties hereby waiver any requirement to post bond for attempts to obtain such injunctive relief. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. Each party shall pay its own attorney\u2019s fees, costs, and expenses for any dispute under the agreement.\n15. This Agreement contains the full and complete understanding of the Parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. This Agreement may not be modified in any manner except by written amendment executed by both Parties.\n16. If any provision of this Agreement is found to be unenforceable, the remainder of this Agreement shall be enforced to the extent permitted by law.\nIN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate counterparts on the date(s) set forth below.\nEXCELERATE, INC. SECOND PARTY\nMichael K. Doubleday Name\nPresident & CEO Title\nDate Date\n", "spans": [ [ 0, 24 ], [ 25, 542 ], [ 543, 772 ], [ 773, 973 ], [ 974, 1173 ], [ 1174, 1219 ], [ 1220, 1236 ], [ 1236, 1445 ], [ 1445, 1920 ], [ 1920, 2066 ], [ 2067, 2266 ], [ 2267, 2497 ], [ 2497, 2600 ], [ 2601, 2972 ], [ 2973, 3002 ], [ 3002, 3069 ], [ 3069, 3334 ], [ 3334, 3573 ], [ 3573, 3822 ], [ 3823, 3900 ], [ 3901, 4230 ], [ 4231, 4238 ], [ 4238, 4330 ], [ 4330, 4559 ], [ 4559, 4671 ], [ 4672, 4769 ], [ 4770, 5571 ], [ 5572, 5852 ], [ 5853, 6145 ], [ 6145, 6318 ], [ 6319, 6406 ], [ 6407, 6722 ], [ 6723, 6927 ], [ 6927, 7213 ], [ 7214, 7483 ], [ 7483, 7767 ], [ 7767, 7835 ], [ 7835, 7913 ], [ 7914, 8343 ], [ 8343, 8510 ], [ 8510, 8779 ], [ 8780, 8909 ], [ 8910, 8939 ], [ 8940, 8973 ], [ 8974, 8979 ], [ 8979, 9010 ], [ 9011, 9019 ], [ 9020, 9053 ], [ 9054, 9061 ], [ 9061, 9076 ], [ 9076, 9081 ], [ 9082, 9087 ], [ 9087, 9105 ], [ 9106, 9140 ], [ 9140, 9145 ], [ 9146, 9230 ], [ 9231, 9556 ], [ 9556, 9727 ], [ 9727, 9830 ], [ 9830, 9944 ], [ 9944, 10046 ], [ 10047, 10254 ], [ 10254, 10356 ], [ 10357, 10507 ], [ 10508, 10626 ], [ 10627, 10644 ], [ 10644, 10656 ], [ 10657, 10678 ], [ 10678, 10682 ], [ 10683, 10699 ], [ 10699, 10704 ], [ 10705, 10714 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 33 ] }, "nda-15": { "choice": "Entailment", "spans": [ 28, 29 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 8 ] }, "nda-1": { "choice": "Entailment", "spans": [ 17 ] }, "nda-19": { "choice": "Entailment", "spans": [ 31, 32 ] }, "nda-12": { "choice": "Entailment", "spans": [ 19, 21, 24 ] }, "nda-20": { "choice": "Entailment", "spans": [ 27, 33 ] }, "nda-3": { "choice": "Entailment", "spans": [ 14, 15, 16 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 26 ] }, "nda-17": { "choice": "Entailment", "spans": [ 27, 32, 33 ] }, "nda-8": { "choice": "Entailment", "spans": [ 26 ] }, "nda-13": { "choice": "Entailment", "spans": [ 19, 21, 23 ] }, "nda-5": { "choice": "Entailment", "spans": [ 26 ] }, "nda-4": { "choice": "Entailment", "spans": [ 13, 62 ] } } } ], "document_type": "search-pdf", "url": "http://itarhelp.com/pdfdownloads/ExcelerateStandardNDAFormat.pdf" }, { "id": 106, "file_name": "FELLCNDAStandardAgreement-22015.pdf", "text": "NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nThis Agreement is entered into as of _______________________ (the \u201cEffective Date\u201d), by and between Flix Entertainment LLC having offices at 2000 S. IH-35, Suite Q11, Round Rock, Texas 78681 (\u201cDiscloser\u201d) and __________________________________, having offices at ___________________________________________________, (together with its affiliates, including, but not limited to its professional third party service providers, its successors and assigns, hereinafter collectively referred to as \u201cRecipient\u201d).\nWHEREAS, Discloser is in the business of owning and operating a cinema/eatery/micro-brewery concept called Flix Brewhouse, which is currently being expanded nationwide (the \u201cCinema\u201d).\nWHEREAS, Recipient is generally familiar with the movie exhibition industry, and Discloser and Recipient hereby find it mutually beneficial to discuss business opportunities and technical matters with each other relating to Discloser\u2019s business, including, but not limited to strategy, planning, debt and/or equity financing solutions and ideas (collectively defined hereinafter as \u201cBusiness Opportunities\u201d).\nWHEREAS, it is in the interest of the parties hereto for Discloser to provide Recipient with certain valuable information that is considered highly confidential and proprietary, in order to most effectively further the discussions between Discloser and Recipient.\nWHEREAS, Recipient acknowledges and understands that it would be highly injurious to Discloser should Discloser\u2019s valuable and confidential information or identity be disclosed generally, or find its way into the public domain through the Recipient.\nNOW, THEREFORE, it is agreed that, except where modified in writing, the following terms and conditions shall be applicable to all communications between Discloser and Recipient:\n1. Confidential Information. It is contemplated that Confidential Information (as defined herein) will be transferred from Discloser to Recipient in connection herewith and that Confidential Information shall be used by Recipient only for purposes of evaluating whether it might have interest in discussing Business Opportunities with Recipient.\na. For purposes of this Agreement, \u201cConfidential Information\u201d shall mean any proprietary information belonging to Discloser relating to: (i) Discloser\u2019s proprietary technology, systems, service offering and products, including without limitation, plans and specifications, technical data, trade secrets, know-how, research, product plans, ideas or concepts, services, software, inventions, intellectual property rights, techniques, processes, developments, algorithms, formulas, technology, designs, schematics, drawings, engineering, and hardware configuration information (collectively referred to as \u201cTechnical Information\u201d); and (ii) proprietary information relating to the financial information of any of the principals of Discloser, Discloser\u2019s corporate financial information or its operations and business or financial plans or strategies, including but not limited to its identity, customers, customer lists, markets, real estate development plans, financial statements and projections, products, product pricing and marketing, financial or other strategic business plans or information (collectively referred to as \u201cBusiness Information\u201d), disclosed to Recipient by Discloser, either directly or indirectly, in writing, orally or by drawings or inspection of samples, equipment or facilities. For purposes of this agreement, Confidential Information shall be assumed to be of a confidential and/or proprietary nature by Recipient, as it is reasonable to assume and expect that said Business Information is highly relevant to the success of its Discloser\u2019s business and is not known to the public.\nb. The restrictions set forth herein shall not apply with respect to information designated by Discloser as Confidential which: (i) is known by Recipient at the time of receipt as evidenced by Recipient\u2019s records; (ii) is or becomes a part of the public domain without breach of the Agreement by Recipient; (iii) is obtained by Recipient from a third party under conditions permitting its disclosure to others; (iv) is independently developed by Recipient; or (v) is disclosed by Recipient pursuant to judicial action or Government regulations provided Recipient notifies Discloser prior to such disclosure and cooperates with Discloser in the event Discloser elects to legally contest and avoid such disclosure.\n2. Identification of Confidential Information. For the purpose of the Agreement, written Business or Technical Information (including that which is delivered electronically) that is considered to be Confidential Information by Discloser, shall be so marked by Discloser. Information that is furnished orally shall be considered Confidential Information if Discloser so indicates. Additionally, information furnished by Discloser shall be deemed Confidential Information if it is obvious from its content, in the context under which it is furnished.\n3. Subsequent Notice of Confidentiality. Discloser may give notice in writing that written or verbal information that has been previously furnished, but not declared confidential, is in fact confidential. This information is to be treated as Confidential Information by Recipient from the time of receipt of said notice. That being said, Recipient shall make every reasonable effort to mark all written copies of such information under its control as \u201cConfidential\u201d or \u201cProprietary\u201d and to make every reasonable effort to inform Discloser of any disclosures by Recipient to third parties of such information that may have occurred between the time of receipt of the information and receipt by Recipient of notice that such information is confidential. Recipient has no responsibility to attempt to control the use of such information by such a third party.\n4. Term, Non-Disclosure and Use. For a period of two (2) years from the date of receipt, all Confidential Information shall be maintained in confidence by Recipient, shall not be disclosed, published, communicated, divulged or revealed in any manner, to any other person, firm, corporation or other third party entity, including employees of Recipient who do not have a need to know, or who should not know any such details pertaining to Confidential Information in the course of their employment, except as may otherwise provided in this Agreement. Recipient further affirmatively agrees not to use any Confidential Information received from Discloser except for the express purposes set forth herein.\n5. No License Granted. Except as expressly provided herein, this Agreement shall not be construed as granting or conferring, either expressly or implicitly, any rights or licenses to Recipient, by the furnishing of Confidential Information by Discloser to Recipient pursuant to this Agreement.\n6. Ownership and Return of Confidential Information. All tangible information, including drawings, specifications and other information furnished hereunder shall remain the property of Discloser. Upon request, or if either party elects not to pursue any further business undertaking with the other, Recipient shall promptly return all tangible information, including any and all copies or partial copies thereof and thereupon confirm destruction of all information held electronically.\n7. No Warranty. No warranty or representation is made by Discloser that any information transmitted by it hereunder is true and correct, patentable or copyrightable, or that any such information involves concepts or embodiments that are free of infringement of other rights.\n8. Equitable Relief. Discloser and Recipient agree that it would be impossible or inadequate to measure and calculate Discloser\u2019s damages from any breach of the covenants set forth herein, especially with regard any breach associated with Confidential Information that was to be maintained behind the Information Barrier. Accordingly, the Recipient agrees that in the event of a breach of any of the covenants contained in this Agreement, Discloser will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. Recipient further agrees that no bond or other security shall be required in obtaining such equitable relief and that Recipient hereby consents to the issuance of such injunction and to the ordering of specific performance. If any action or proceeding is brought to enforce this Agreement because of an alleged or actual dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, should it prevail, Discloser shall be entitled to recover reasonable attorneys' fees and other costs incurred in such action or proceeding in addition to any other relief to which it may be entitled.\n9. Effective Date. This Agreement shall become effective as of date hereof and shall terminate upon the express written termination by either one of the parties hereto. Termination of the Agreement shall not relieve either party of any obligation set forth in Paragraphs 4 or 6 with respect to Confidential Information, and all such obligations shall continue until expiration of the period set 10. General Provisions. The following general provisions shall apply:\n(a) Governing Law: This Agreement will be governed by the laws of the State of Texas, without regard to its conflict of laws provisions.\n(b) Severability: If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.\n(c) Successors and Assigns: This Agreement will be binding upon the successors and/or assigns of the parties hereto.\n(d) Headings. All headings used herein are intended for reference purposes only and shall not affect the interpretation, or validity of this Agreement.\n(e) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the Parties hereto with respect to the subject matter of this Agreement. Any amendment or modification of this Agreement shall be in writing and executed by a duly authorized representative of either the Discloser or Recipient.\nIN WITNESS WHEREOF, the parties hereto acknowledge that they have read and understand each and every term of this Agreement and agree to be bound by its terms and conditions, and agree that the effective date of this Agreement is as set forth herein.\nRECIPIENT:\n________________________________\nName: __________________________\nTitle: __________________________\nPlease send to: msilvers@flixbrewhouse.com\n", "spans": [ [ 0, 44 ], [ 45, 82 ], [ 82, 106 ], [ 106, 254 ], [ 254, 290 ], [ 290, 308 ], [ 308, 361 ], [ 361, 551 ], [ 552, 735 ], [ 736, 1144 ], [ 1145, 1408 ], [ 1409, 1658 ], [ 1659, 1837 ], [ 1838, 1867 ], [ 1867, 2183 ], [ 2184, 2321 ], [ 2321, 2817 ], [ 2817, 3487 ], [ 3487, 3790 ], [ 3791, 3919 ], [ 3919, 4005 ], [ 4005, 4098 ], [ 4098, 4202 ], [ 4202, 4251 ], [ 4251, 4503 ], [ 4504, 4551 ], [ 4551, 4775 ], [ 4775, 4884 ], [ 4884, 5052 ], [ 5053, 5094 ], [ 5094, 5258 ], [ 5258, 5374 ], [ 5374, 5805 ], [ 5805, 5909 ], [ 5910, 5943 ], [ 5943, 6460 ], [ 6460, 6612 ], [ 6613, 6636 ], [ 6636, 6906 ], [ 6907, 6960 ], [ 6960, 7103 ], [ 7103, 7392 ], [ 7393, 7409 ], [ 7409, 7667 ], [ 7668, 7689 ], [ 7689, 7990 ], [ 7990, 8377 ], [ 8377, 8601 ], [ 8601, 9004 ], [ 9005, 9024 ], [ 9024, 9174 ], [ 9174, 9404 ], [ 9404, 9424 ], [ 9424, 9469 ], [ 9470, 9489 ], [ 9489, 9606 ], [ 9607, 9625 ], [ 9625, 9769 ], [ 9770, 9798 ], [ 9798, 9886 ], [ 9887, 9901 ], [ 9901, 10038 ], [ 10039, 10061 ], [ 10061, 10203 ], [ 10203, 10357 ], [ 10358, 10608 ], [ 10609, 10619 ], [ 10620, 10652 ], [ 10653, 10659 ], [ 10659, 10685 ], [ 10686, 10693 ], [ 10693, 10719 ], [ 10720, 10762 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 41 ] }, "nda-15": { "choice": "Entailment", "spans": [ 38, 40 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 15, 17 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 18, 28 ] }, "nda-19": { "choice": "Entailment", "spans": [ 51 ] }, "nda-12": { "choice": "Entailment", "spans": [ 19, 23 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 41 ] }, "nda-3": { "choice": "Entailment", "spans": [ 27 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 35 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 19, 22, 23 ] }, "nda-5": { "choice": "Entailment", "spans": [ 35 ] }, "nda-4": { "choice": "Entailment", "spans": [ 14, 36 ] } } } ], "document_type": "search-pdf", "url": "http://flixentertainmentgroup.com/wp-content/uploads/2015/01/FELLCNDAStandardAgreement-22015.pdf" }, { "id": 108, "file_name": "FNHA-2019RFP-02-NDA-form.pdf", "text": "RFP Title: Architectural & Design Team Consultants for Metro Vancouver Office Project\nRFP Number: 2019RFP-02\nNON-DISCLOSURE AGREEMENT\nThis Nondisclosure Agreement (the \u201cAgreement\u201d), effective as of ________________________, 2018, is entered into by and between the First Nations Health Authority (\u201cFNHA\u201d) and Company:_________________________________________________________________, located at Address: _______________________________________________________________, (\u201cCompany\u201d).\nWHEREAS, FNHA discloses certain Confidential Information to Company as part of FNHA\u2019s request for proposal number 2019RFP-02. WHEREAS FNHA desires to prevent the unauthorized use and disclosure of its Confidential Information. NOW THEREFORE, in good and adequate consideration, the receipt of which is acknowledged,\nI, __________________________________________________, on behalf of Company, agree as follows:\n(NAME OF PERSON SIGNING THIS AGREEMENT)\n1. Definition. \"Confidential Information\" means any information identified as confidential by the FNHA that is part of the FNHA\u2019s request for proposal number 2019RFP-02, Architectural & Design Team Consultants for Metro Vancouver Office Project (\u201cRFP\u201d) whether in oral, written electronic or any other form or medium whatsoever, including but not limited to Appendix B of the RFP, questions answered or information disclosed by FNHA related to confidential aspects of the RFP or discussions held related to the RFP.\n2. Non-Disclosure. Company will not make copies of, disclose, discuss, publish or disseminate Confidential Information any third person or entity. Company will not use the Confidential Information for any purpose other than responding to the RFP. Company will take reasonable precautions to secure and prevent any unauthorized use, disclosure, publication or dissemination of Confidential Information.\nCompany may not at any time directly or indirectly communicate with the media in relation to the Confidential Information or any information with respect to the RFP without first obtaining the written permission of FNHA.\nCompany acknowledges and agrees that nothing contained in this Agreement will be construed as granting it any rights, by license or otherwise, to any Confidential Information. Company further agrees to return Confidential Information to FNHA, if FNHA so directs, or to destroy Confidential Information once the RFP process completes or earlier of FNHA so directs.\nThis Agreement does not preclude discussions of Confidential Information between the undersigned and FNHA staff or with any other persons identified by FNHA as having undertaken this Agreement.\nThis Agreement does not preclude discussions of Confidential Information between the undersigned and other persons , if expressly permitted by staff of FNHA and those discussions are conducted on the terms and conditions that FNHA may direct.\n3. Statutory Requirements. It is not the intention of FNHA for the Company to waive solicitor-client privilege or to waive, defeat or negate any privilege or confidence or any other protection provided by law, that applies to the Confidential Information or to the discussions related to it. FNHA acknowledges that any Confidential Information provided may be subject to review pursuant to the provisions of the Freedom of Information and Protection of Privacy Act or any provincial legislation, regulations or policies that may affect such information.\n4. Equitable Relief. Company acknowledges that all of the Confidential Information is owned solely by FNHA and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Company agrees that FNHA will have the right to obtain an immediate injunction enjoining any breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.\n5. Entire Agreement. This Agreement constitutes the entire agreement with respect to the Confidential Information and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. This Agreement may not be amended except by the written agreement signed by authorized representatives of both parties. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, without regard to or application of choice-of-law rules or principles and the parties submit to the jurisdiction of BC courts. Company may not assign this Agreement or transfer any benefits hereunder, directly or indirectly (through acquisition, merger or otherwise), and any attempt to do so will be void without the prior written consent of FNHA. The relationship of the parties is that of independent contractors, and not of agency, partners or the like.\nCOMPANY: First Nations Health Authority:\n____________________________________ ____________________________________\n(SIGNATURE) (SIGNATURE)\n____________________________________ ____________________________________\n(PRINTED NAME) (PRINTED NAME)\n____________________________________ ____________________________________\n(TITLE) (TITLE)\n", "spans": [ [ 0, 71 ], [ 71, 85 ], [ 86, 108 ], [ 109, 133 ], [ 134, 198 ], [ 198, 404 ], [ 404, 481 ], [ 482, 608 ], [ 608, 709 ], [ 709, 797 ], [ 798, 801 ], [ 801, 892 ], [ 893, 932 ], [ 933, 1448 ], [ 1449, 1468 ], [ 1468, 1596 ], [ 1596, 1696 ], [ 1696, 1850 ], [ 1851, 2071 ], [ 2072, 2248 ], [ 2248, 2435 ], [ 2436, 2629 ], [ 2630, 2872 ], [ 2873, 2900 ], [ 2900, 3165 ], [ 3165, 3426 ], [ 3427, 3448 ], [ 3448, 3715 ], [ 3715, 3964 ], [ 3965, 3986 ], [ 3986, 4192 ], [ 4192, 4312 ], [ 4312, 4553 ], [ 4553, 4775 ], [ 4775, 4883 ], [ 4884, 4924 ], [ 4925, 4962 ], [ 4962, 4998 ], [ 4999, 5022 ], [ 5023, 5060 ], [ 5060, 5096 ], [ 5097, 5126 ], [ 5127, 5164 ], [ 5164, 5200 ], [ 5201, 5216 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 20 ] }, "nda-15": { "choice": "Entailment", "spans": [ 19, 27 ] }, "nda-10": { "choice": "Entailment", "spans": [ 18 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 13 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 13 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 14, 15 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 15 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 21 ] }, "nda-4": { "choice": "Entailment", "spans": [ 16 ] } } } ], "document_type": "search-pdf", "url": "http://www.fnha.ca/Documents/FNHA-2019RFP-02-NDA-form.pdf" }, { "id": 109, "file_name": "FSMAApprovedConfidentiality-MutualDistributor-FSMA4002.pdf", "text": "Distributor/Sales and Marketing Agency Mutual Confidentiality and Non-Disclosure Agreement\nThis Mutual Confidentiality and Non-Disclosure Agreement (this \u201cAgreement\u201d) is entered into this ______ day of _____________, 20__, by and between _________________________________, a ___________entity, together with its operating subsidiaries and affiliates (\u201cDistributor\u201d) with its principal place of business at ________________________________________________, and _______________________________________, a ____________ entity, together with its operating subsidiaries and affiliates, (\u201cAgency\u201d) with its principal place of business at _______________________________________________ (collectively the \u201cParties\u201d).\nWHEREAS, Agency serves agent to one or more suppliers/manufacturers (\u201cPrincipals\u201d) in providing agency sales and marketing services in the foodservice trade channel (\u201cAgency Sales and Marketing Services\u201d), and WHEREAS, in the course of the provision of Agency Sales and Marketing Services for Agency\u2019s Principals, each party (a \u201cDisclosing Party\u201d) may disclose to the other party (the \u201cRecipient\u201d) certain Confidential Information (as such term is defined herein below), which shall be deemed to be confidential; and\nWHEREAS, the Confidential Information may be disclosed in many such form(s) including oral and/or written disclosure, disclosure through training and/or disclosure through observation of products or prototypes of products, services, business plans, business documents, materials and/or property;\nNOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:\n1. Definition.\n\u201cConfidential Information\u201d means, in respect to each Party:\n(a) any information in which such Party claims a proprietary and/or confidential interest;\n(b) all confidential matters of such Party including, without limitation, technical know-how, trade secrets, technical data, new product strategy, new products or processes, analysis, compilations, concepts, technical processes, formulae, recipes, specifications, inventions, research projects, customer lists, pricing, pricing policies, operational methods, financial information, marketing information and other business affairs;\n(c) any information of a confidential nature concerning such Party\u2019s customers, suppliers or employees; and\n(d) any information such Party has received from others which they are obliged to treat as proprietary and/or confidential.\nThe Confidential Information of either Party includes all of the above information with respect to any entity controlling, controlled by, or under common control with, such Party.\nConfidential Information shall not include information which: (a) is in the public domain prior to the date of its disclosure to Recipient by the Disclosing Party; (b) is known and can be shown to be known by Recipient prior to the date of its disclosure to Recipient by Disclosing Party; (c) becomes part of the public domain by publication or otherwise, and is not the result of any unauthorized act or omission on the part of Recipient; (d) can be demonstrated to have been supplied to Recipient by a third party who is under no obligation to the Disclosing Party to maintain such information in confidence; or (e) is independently developed by Recipient without the use of the Confidential Information.\n2. Obligation of Confidence. Each Party hereby acknowledges and agrees that the Confidential Information constitutes valuable information, and the provisions of this Agreement are necessary to protect the secrecy and confidentiality thereof.\n(a) Recipient shall (i) maintain the Confidential Information in strict confidence and take all reasonable steps to prevent its disclosure to third parties; (ii) use at least the same degree of care as Recipient uses in maintaining the secrecy of its own Confidential Information (but no less than a reasonable degree of care); and (iii) prevent the removal of any proprietary, confidential or copyright notices placed on the Confidential Information.\n(b) Recipient may use the Confidential Information only in connection with the performance of the Agency Sales and Marketing Services with Distributor. Recipient shall not, at any time, make any use of the Confidential Information for any other purpose.\n(c) Recipient shall keep the Confidential Information confidential at all times and shall not disclose the Confidential Information to any person including its employees except to its employees, representatives, advisors and agents who have a need to know such information in connection with assisting Recipient for the purposes set forth in paragraph 2(b) above and who are required to keep such information confidential.\n(d) Notwithstanding the foregoing in this Section 2, Recipient may disclose to Principals, on whose behalf it is performing Agency Sales and Marketing Services with Distributor, and who have a need to know the Confidential Information provided that: (i) Distributor has been notified of the identity of such Principals and has agreed to the disclosure of Confidentiality Agreement under this Section 2(d), (ii) only the necessary portions of Confidential Information required by such Principals to evaluate and utilize the Agency Sales and Marketing Services is disclosed, and (iii) Principal has a Confidentiality Agreement in place with Distributor or has a Confidentiality Agreement acceptable to Distributor in place with Recipient.\n3. Return of Materials and Information. All Documents made available hereunder, including all copies, notes, summaries, and abstracts thereof, shall be returned to the Disclosing Party or destroyed upon completion of the Agency Sales and Marketing Services with Distributor or upon written request by the Disclosing Party, and Recipient shall certify in writing that it has complied with the provisions of this Agreement.\n4. Opportunity to Seek Protective Order. In the event Recipient is requested or required by applicable law, regulation or legal process (including a subpoena or other administrative or judicial request), to disclose any Confidential Information of the Disclosing Party, Recipient shall promptly notify the Disclosing Party so that it may seek a protective order or other appropriate remedy. Unless the demand shall have been timely limited, quashed or extended, Recipient shall thereafter be entitled to comply with such demand to the extent required by law. If requested by the Disclosing Party, Recipient shall provide reasonable cooperation (at the expense of the Disclosing Party) in the defense of a demand to disclose Confidential Information.\n5. Patent, Copyright or Trademark Infringement. Nothing in this Agreement is intended to grant any new or additional rights under any patent, copyright or trademark, nor shall this Agreement grant the Parties any new or additional rights in or to the Confidential Information, except the limited right to review and use such Confidential Information for the purpose outlined herein.\n6. Ownership. As between the Parties, all Confidential Information shall remain the property of the FSMA\nDisclosing Party. Recipient agrees not to assert any claim of ownership to the Confidential Information of the Disclosing Party or any portion thereof. Nothing set forth in this Agreement shall require Parties to share any Confidential Information with the other, and the Disclosing Party makes no representation or warranty as to the accuracy or completeness of any Confidential Information disclosed hereunder.\n7. Injunctive Relief. It is understood and agreed that damages are an inadequate remedy in the event of a breach or intended or threatened breach by any Party under this Agreement and that any such breach by any party will cause irreparable harm, injury and damage; accordingly, the Parties agree that the damaged party may be entitled, without waiving any additional rights or remedies (including monetary damages) otherwise available to it at law, or in equity, or by statute, to seek preliminary and permanent injunctive relief in the event of a breach or intended or threatened breach by any Party.\n8. Survival. The foregoing obligations of all Parties shall continue for a period of two (2) years from the date of last disclosure of Confidential Information by either party, unless a specific portion of the Confidential Information disclosed becomes generally known to the public before the expiration of such two (2) year period through no fault of the Receiving Party. However, with respect to trade secrets, such obligations will survive for so long as such Confidential Information constitutes a trade secret under the Uniform Trade Secrets Act.\n9. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF THE PRINCIPAL PLACE OF BUSINESS OF DISTRIBUTOR AS SET FORTH IN THE FIRST PARAGRAPH ABOVE (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW) AS TO ALL MATTERS, INCLUDING BUT NOT LIMITED TO MATTERS OF VALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDY. The county in which the principal place of business of Distributor is located as set forth in the first paragraph above and the closest state or federal court to the principal place of business of Agency shall each be a proper (but not exclusive) place of venue for any suits to enforce this Agreement, and any legal proceedings to enforce the provisions hereof may be brought in the state or federal Court sitting in such county or the closest state or federal court to the principal place of business of Agency. Each Party hereby further irrevocably waives any claim that any such court lacks jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement brought in any of the aforesaid courts, that any such court lacks jurisdiction over it or that such court is located in an inconvenient forum.\n10. Miscellaneous. This Agreement constitutes the final, complete and exclusive agreement between the Parties concerning the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, written or oral, between the Parties with respect thereto. Any modification, rescission or amendment of this Agreement shall not be effective unless made in a writing executed by both Parties. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed and enforced as if such invalid, illegal or unenforceable provision(s) had never been contained herein, provided that such invalid, illegal or unenforceable provision(s) shall first be curtailed, reformed, limited or eliminated to the extent necessary to remove such invalidity, illegality or unenforceability with respect to the applicable law as it shall then be applied. Any waiver of, or promise not to enforce, any right under this Agreement shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise. The undersigned each represents that it has been duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, including facsimile copies, but such counterparts together shall constitute but one and the same instrument.\nDISTRIBUTOR: ___________________ AGENCY: ________________________________\nBy: ___________________________ By: ______________________________________\nPrinted Name____________________ Printed Name: ______________________________\nTitle: __________________________ Title: _____________________________________\nDate: __________________________ Date: _____________________________________\n", "spans": [ [ 0, 90 ], [ 91, 238 ], [ 238, 406 ], [ 406, 456 ], [ 456, 460 ], [ 460, 632 ], [ 632, 680 ], [ 680, 709 ], [ 710, 1226 ], [ 1227, 1522 ], [ 1523, 1773 ], [ 1774, 1788 ], [ 1789, 1848 ], [ 1849, 1939 ], [ 1940, 2371 ], [ 2372, 2479 ], [ 2480, 2603 ], [ 2604, 2783 ], [ 2784, 2846 ], [ 2846, 2948 ], [ 2948, 3073 ], [ 3073, 3224 ], [ 3224, 3398 ], [ 3398, 3490 ], [ 3491, 3520 ], [ 3520, 3732 ], [ 3733, 3753 ], [ 3753, 3890 ], [ 3890, 4065 ], [ 4065, 4184 ], [ 4185, 4337 ], [ 4337, 4438 ], [ 4439, 4861 ], [ 4862, 5112 ], [ 5112, 5268 ], [ 5268, 5439 ], [ 5439, 5598 ], [ 5599, 5639 ], [ 5639, 6020 ], [ 6021, 6062 ], [ 6062, 6412 ], [ 6412, 6580 ], [ 6580, 6770 ], [ 6771, 6819 ], [ 6819, 7153 ], [ 7154, 7168 ], [ 7168, 7258 ], [ 7259, 7277 ], [ 7277, 7411 ], [ 7411, 7671 ], [ 7672, 7694 ], [ 7694, 8274 ], [ 8275, 8288 ], [ 8288, 8649 ], [ 8649, 8827 ], [ 8828, 8846 ], [ 8846, 9212 ], [ 9212, 9726 ], [ 9726, 10070 ], [ 10071, 10090 ], [ 10090, 10371 ], [ 10371, 10505 ], [ 10505, 11168 ], [ 11168, 11347 ], [ 11347, 11451 ], [ 11451, 11695 ], [ 11696, 11709 ], [ 11709, 11737 ], [ 11737, 11769 ], [ 11770, 11774 ], [ 11774, 11802 ], [ 11802, 11806 ], [ 11806, 11844 ], [ 11845, 11878 ], [ 11878, 11892 ], [ 11892, 11922 ], [ 11923, 11930 ], [ 11930, 11957 ], [ 11957, 11964 ], [ 11964, 12001 ], [ 12002, 12008 ], [ 12008, 12035 ], [ 12035, 12041 ], [ 12041, 12078 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 38 ] }, "nda-15": { "choice": "Entailment", "spans": [ 44, 46, 47, 48 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 12, 14, 15 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 54 ] }, "nda-12": { "choice": "Entailment", "spans": [ 18, 23 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 38 ] }, "nda-3": { "choice": "Entailment", "spans": [ 9 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 32 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 40 ] }, "nda-13": { "choice": "Entailment", "spans": [ 18, 22 ] }, "nda-5": { "choice": "Entailment", "spans": [ 32 ] }, "nda-4": { "choice": "Entailment", "spans": [ 30, 31 ] } } } ], "document_type": "search-pdf", "url": "https://www.fsmaonline.com/assets/docs/FSMAApprovedConfidentiality-MutualDistributor-FSMA4002.pdf" }, { "id": 110, "file_name": "Facility-Tour-Confidentiality-and-Non-Disclosure.pdf", "text": "Facility Tour Confidentiality and Non-Disclosure Agreement\nThis FACILITY TOUR CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT (this \u201cAgreement\u201d) is entered into as of this date: ____________ between Hydranautics, a California corporation (\u201cHydranautics\u201d) and __________________ (\u201cVisitor\u201d).\nDuring the facility tour(s), Visitor will observe Hydranautics\u2019 business operations and facilities which may give Visitor access to some of Hydranautics\u2019 Confidential Information as defined below.\nAccordingly, as a condition of and in consideration of touring Hydranautics\u2019 facilities, Visitor agrees that:\n1. The term \u201cConfidential Information\u201d shall include all Hydranautics\u2019 trade secrets and information that concerns the confidential business or affairs of Hydranautics and Nitto including without limitation, financial information and reports, business plans, design and construction plans, manufacturing processes, customer lists, employee data, forecasts, strategies, and all other proprietary business information.\n2. Visitor agrees and acknowledges that in the course of, or incident to, the tour of Hydranautics\u2019 facilities, Hydranutics may provide to, or Visitor will otherwise become exposed to Hydranautics\u2019 Confidential Information.\n3. Visitor agrees to hold the Confidential Information in the strictest confidence, and will exercise at least the same care with respect thereto as it exercises with respect to its\u2019 own confidential or proprietary information and will not without Hydranautics\u2019 consent use, divulge, copy, release, sell, loan or otherwise reveal such Confidential Information to others.\n4. Visitor agrees he/she will not remove any document, equipment or other materials from the premises without Hydranautics\u2019 written consent. Visitor will not photograph, videotape, or otherwise make any record of or preserve any Confidential Information to which he/she may be given access during the facility tour(s).\n5. Visitor will abide by all safety regulations, stay within designated areas of the facility per the established tour, and will not leave the touring party without an escort by a Hydranautics authorized employee.\n6. This Agreement is governed by and construed in accordance with the laws of the State of California.\n7. This Agreement constitutes the entire Agreement between the parties hereto with respect to the subject matter.\n8. Visitor understands that his or her breach of this Agreement may subject him or her and his or her employees to liability.\nTitle: ______________________________________________\nCompany Name: _____________________________________\nVisitor Name/Signature _______________________________\n(To sign, type your name above)\n", "spans": [ [ 0, 58 ], [ 59, 286 ], [ 287, 483 ], [ 484, 593 ], [ 594, 1010 ], [ 1011, 1234 ], [ 1235, 1605 ], [ 1606, 1747 ], [ 1747, 1924 ], [ 1925, 2138 ], [ 2139, 2241 ], [ 2242, 2355 ], [ 2356, 2481 ], [ 2482, 2489 ], [ 2489, 2535 ], [ 2536, 2550 ], [ 2550, 2587 ], [ 2588, 2611 ], [ 2611, 2642 ], [ 2643, 2674 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 4 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "Contradiction", "spans": [ 6, 8 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "https://www.swmoa.org/wp-content/uploads/Facility-Tour-Confidentiality-and-Non-Disclosure.pdf" }, { "id": 111, "file_name": "Florida-Non-Disclosure-Agreement-NDA-Template.pdf", "text": "FLORIDA NON-DISCLOSURE AGREEMENT (NDA)\nI. THE PARTIES. This Non-Disclosure Agreement, hereinafter known as the \u201cAgreement\u201d, created on the ___ day of _________________________, 20___ is by and between _________________________, hereinafter known as \u201c1st Party\u201d, and _________________________, hereinafter known as \u201c2nd Party\u201d, and collectively known as the \u201cParties\u201d.\nWHEREAS, this Agreement is created for the purpose of preventing the unauthorized disclosure of the confidential and proprietary information. The Parties agree as follows:\nII. TYPE OF AGREEMENT. Check One (1)\n\u2610 - Unilateral \u2013 This Agreement shall be Unilateral, whereas, 1st Party shall have sole ownership of the Confidential Information with 2nd Party being prohibited from disclosing confidential and proprietary information that is to be released by the 1st Party.\n\u2610 - Mutual \u2013 This Agreement shall be Mutual, whereas, the Parties shall be prohibited from disclosing confidential and proprietary information that is to be shared between one another.\nIII. RELATIONSHIP. The Party A\u2019s relationship to Party B can be described as _________________________ and Party B\u2019s relationship to Party A can be described as _________________________.\nIV. DEFINITION. For the purposes of this Agreement, the term \u201cConfidential Information\u201d shall include, but not be limited to, documents, records, information and data (whether verbal, electronic or written), drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures, manufacturing processes, analyses, compilations, studies, software, prototypes, samples, formulas, methodologies, formulations, product developments, patent applications, know-how, experimental results, specifications and other business information, relating to the Party\u2019s business, assets, operations or contracts, furnished to the other Party and/or the other Party\u2019s affiliates, employees, officers, owners, agents, consultants or representatives, in the course of their work contemplated in this Agreement, regardless of whether such Confidential Information has been expressly designated as confidential or proprietary. Confidential Information also includes any and all, work products, studies and other material prepared by or in the possession or control of the other Party, which contain, include, refer to or otherwise reflect or are generated from any Confidential Information.\nHowever, Confidential Information does not include:\n(a) information generally available to the public;\n(b) widely used programming practices or algorithms;\n(c) information rightfully in the possession of the Parties prior to signing this Agreement; and\n(d) information independently developed without the use of any of the provided Confidential Information.\nV. OBLIGATIONS. The obligations of the Parties shall be to hold and maintain the Confidential Information in the strictest of confidence at all times and to their agents, employees, representatives, affiliates, and any other individual or entity that is on a \u201cneed to know\u201d basis. If any such Confidential Information shall reach a third (3rd) party, or become public, all liability will be on the Party that is responsible. Neither Party shall, without the written approval of the other Party, publish, copy, or use the Confidential Information for their sole benefit. If requested, either Party shall be bound to return any and all materials to the Requesting Party within ____ days.\nThis Section shall not apply to the 1st Party if this Agreement is Unilateral as marked in Section II.\nVI. TIME PERIOD. The bounded Party\u2019s(ies\u2019) duty to hold the Confidential Information in confidence shall remain in effect until such information no longer qualifies as a trade secret or written notice is given releasing such Party from this Agreement.\nVII. INTEGRATION. This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing with the acknowledgment of the Parties.\nVIII. SEVERABILITY. If a court finds that any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the Parties.\nIX. ENFORCEMENT. The Parties acknowledge and agree that due to the unique and sensitive nature of the Confidential Information, any breach of this Agreement would cause irreparable harm for which damages and/or equitable relief may be sought. The harmed Party in this Agreement shall be entitled to all remedies available at law.\nX. GOVERNING LAW. This Agreement shall be governed under the laws in the State of Florida.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written below.\n1st Party\u2019s Signature ______________________________ Date _________________\nPrint Name ______________________________\n2nd Party\u2019s Signature ______________________________ Date _________________\nPrint Name ______________________________\n", "spans": [ [ 0, 38 ], [ 39, 55 ], [ 55, 150 ], [ 150, 201 ], [ 201, 367 ], [ 368, 510 ], [ 510, 539 ], [ 540, 563 ], [ 563, 576 ], [ 577, 836 ], [ 837, 1021 ], [ 1022, 1041 ], [ 1041, 1099 ], [ 1099, 1125 ], [ 1125, 1183 ], [ 1183, 1209 ], [ 1210, 1226 ], [ 1226, 2157 ], [ 2157, 2420 ], [ 2421, 2472 ], [ 2473, 2523 ], [ 2524, 2576 ], [ 2577, 2673 ], [ 2674, 2778 ], [ 2779, 2795 ], [ 2795, 3060 ], [ 3060, 3204 ], [ 3204, 3349 ], [ 3349, 3464 ], [ 3465, 3567 ], [ 3568, 3585 ], [ 3585, 3819 ], [ 3820, 3838 ], [ 3838, 4025 ], [ 4025, 4116 ], [ 4117, 4137 ], [ 4137, 4320 ], [ 4321, 4338 ], [ 4338, 4564 ], [ 4564, 4650 ], [ 4651, 4669 ], [ 4669, 4741 ], [ 4742, 4839 ], [ 4840, 4862 ], [ 4862, 4893 ], [ 4893, 4898 ], [ 4898, 4915 ], [ 4916, 4927 ], [ 4927, 4957 ], [ 4958, 4980 ], [ 4980, 5011 ], [ 5011, 5016 ], [ 5016, 5033 ], [ 5034, 5045 ], [ 5045, 5075 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 27 ] }, "nda-16": { "choice": "Entailment", "spans": [ 28 ] }, "nda-15": { "choice": "Entailment", "spans": [ 9 ] }, "nda-10": { "choice": "Entailment", "spans": [ 9 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 17, 18 ] }, "nda-1": { "choice": "Entailment", "spans": [ 17, 18 ] }, "nda-19": { "choice": "Entailment", "spans": [ 31 ] }, "nda-12": { "choice": "Entailment", "spans": [ 19, 20, 21, 22, 23 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 28 ] }, "nda-3": { "choice": "Entailment", "spans": [ 17, 18 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 25 ] }, "nda-17": { "choice": "Entailment", "spans": [ 27 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 19, 20, 21, 22, 23 ] }, "nda-5": { "choice": "Entailment", "spans": [ 25 ] }, "nda-4": { "choice": "Entailment", "spans": [ 5, 27 ] } } } ], "document_type": "search-pdf", "url": "https://eforms.com/images/2018/02/Florida-Non-Disclosure-Agreement-NDA-Template.pdf" }, { "id": 112, "file_name": "Focus-Group-APIC-Seattle-Confidentiality-Agreement-031115.pdf", "text": "Focus Group Non\u2010Disclosure Agreement\nThank you for agreeing to participate in a focus group to discuss new products that are in the early stages of development. The products themselves, and the ideas and concepts regarding its manufacture, marketing, use, and the discussions here represent Confidential Information of the company sponsoring this research study / discussion (\u201cFocus Group\u201d).\nI, _______________________________________________________________ hereby agree to maintain the confidentiality of information disclosed during focus group or observed live as follows:\na) To hold in confidence any and all technical or business information about the company\u2019s product which is disclosed, or made available to you directly or indirectly, or is information you otherwise receive incident to your participation in this discussion;\nb) That any ideas, patentable or not patentable, or suggestions contributed by you during the discussion, as well as any ideas, developments, or inventions conceived by you or others participating in the Focus Group, shall be the property of the company sponsoring this research study in any manner it sees fit.\nc) The products shown to you, described to you, and/or used by you are not available for sale and no offer for sale is being made to you.\nd) That you, shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the Confidential Information beyond those activities that are part of the Focus Group.\ne) All notes, reference materials, memoranda, documentation and records in any way incorporating or reflecting any of the Confidential Information shall belong exclusively to Owner and the undersigned agrees to turn over all copies of such materials in the undersigned\u2019s possession to Owner upon request.\nf) Also included as confidential is any participants Personally Identifiable Information (\u201cPII\u201d). PII shall mean a person\u2019s identity or information that might reasonably allow identification of the person. I shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the identity or PII of any Respondent involved in the Focus Group.\ng) That you acknowledge you are being sufficiently compensated for your participation in this Focus Group and that all information and opinions you provide are solely your own and are in no way reflective of your employer(s).\nh) That you, hereby give permission to the company sponsoring this research study for an audio recording to be made of this session. That you understand a transcription of this tape may be used by the company sponsoring this study for research purposes only.\nBy submitting this form you will be entering a Non\u2010Disclosure agreement with:\nKenall Manufacturing, Co., 10200 55th Street Kenosha, WI 53144\nRespondent Signature: ______________________________________________________________________________\n", "spans": [ [ 0, 27 ], [ 27, 36 ], [ 37, 161 ], [ 161, 391 ], [ 392, 395 ], [ 395, 459 ], [ 459, 576 ], [ 577, 835 ], [ 836, 1147 ], [ 1148, 1285 ], [ 1286, 1492 ], [ 1493, 1797 ], [ 1798, 1896 ], [ 1896, 2004 ], [ 2004, 2179 ], [ 2180, 2405 ], [ 2406, 2539 ], [ 2539, 2664 ], [ 2665, 2742 ], [ 2743, 2805 ], [ 2806, 2828 ], [ 2828, 2906 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 11 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 10, 14 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 10 ] } } } ], "document_type": "search-pdf", "url": "http://www.kenall.com/Kenall-Files/HTML-Images/PDFs/Focus-Group-APIC-Seattle-Confidentiality-Agreement-031115.pdf" }, { "id": 113, "file_name": "FormEConfidentialityandNon.pdf", "text": "Confidentiality and Non-Disclosure Agreement\nTHIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the \u201cAgreement\u201d) is made as of the date signed on page two by and between PRINCETON HEALTHCARE SYSTEM, a New Jersey nonprofit corporation (\u201cPHCS\u201d) and the \u201cRecipient\u201d as identified on page two. WHEREAS, in connection with the business relationship between the parties, PHCS will disclose confidential information to the Recipient; and\nWHEREAS, the Recipient has been advised of and acknowledges the competitive value and proprietary nature of the confidential information of PHCS and the damage that could result to PHCS if its confidential information is not treated in accordance with the terms and conditions of set forth in this Agreement;\nNOW THEREFORE, in consideration the mutual premises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:\n1. Definition of Confidential Information. As used in this Agreement, the term \u201cConfidential Information\u201d means all oral and written information furnished by, or on behalf of, PHCS to the Recipient or its Representatives (as defined below), which is not generally known to the public, including, without limitation, all trade secrets, products, procedures, manuals, guidelines, reports, communications, information regarding names and requirements of current and prospective suppliers, vendors and customers, technical information regarding current and prospective products and programs and the development and/or acquisition of future products, programs and enhancements, discoveries, concepts and ideas, nature and results of research and development activities, technical information on product or program performance and reliability, processes, formulae, techniques, \u201cknow-how,\u201d specifications, any \u201cprotected health information\u201d as defined in HIPAA regulations, 45 C.F.R. Parts 160 and 164, as amended from time to time, and any other material or information related to the business or activities of PHCS, whether or not protectible by patent, copyright or other laws, whether furnished before or after the date of this Agreement, together with any additional information derived from such information and contained in all analyses, compilations, studies or other documents or records prepared by the Recipient or its Representatives, as well as all copies and other reproductions thereof, whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices. As used in this Agreement, the term \u201cRepresentatives\u201d means, with respect to PHCS or the Recipient, their directors, officers, shareholders, members, managers, partners, employees, affiliates and controlling persons, and their agents, advisors and representatives (including without limitation attorneys, accountants and financial advisors).\n2. Exclusions from Confidential Information. Notwithstanding anything to the contrary contained in Paragraph 1, Confidential Information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; or (ii) was or becomes available to the Recipient on a non-confidential basis from a source other than PHCS, provided that such source is not bound by a confidentiality agreement with PHCS or otherwise prohibited from transmitting the information to the Recipient; or (iii) was within the Recipient\u2019s possession prior to its being furnished by or on behalf of PHCS, provided that the source of such information was not bound by a confidentiality agreement with PHCS in respect thereof or otherwise prohibited from transmitting the information to the Recipient.\n3. Use of Confidential Information. As a condition to the disclosure of the Confidential Information, the Recipient agrees to keep the Confidential Information confidential and not to disclose or otherwise use the Confidential Information for any purpose, other than for its business relationship with PHCS, without the prior written consent of PHCS. Accordingly, the Recipient agrees to treat the Confidential Information which it receives as it would its own confidential information and to take all reasonable precautions to prevent the unauthorized disclosure to any third party of any Confidential Information. The Recipient further agrees to disclose the Confidential Information only to those Representatives who need to know such information for the purpose of its business relationship with PHCS and who shall (i) be advised by the Recipient of this Agreement and the confidential and non-public nature of the Confidential Information, and (ii) agree with the Recipient to be bound by the provisions hereof. The Recipient shall be responsible for any improper use of the Confidential Information by its Representatives and agrees, at its own expense, to take all reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure or use of the Confidential Information.\n4. In addition, without the prior written consent of PHCS, except to the extent Confidential Information may be disclosed to Representatives of the Recipient or pursuant to the exception identified in Paragraph 7, neither the Recipient nor its Representatives will disclose to any person (which shall be broadly interpreted to include, without limitation, any corporation company, group, partnership, trust, association or individual) (i) that the Confidential Information has been made available to them, (ii) that they have inspected any portion thereof, (iii) the existence of, or any of the terms, conditions or other facts with respect to, this Agreement or its business relationship with PHCS.\n5. No Warranty. Neither PHCS nor its Representatives make any representations or warranties as to the accuracy or completeness of the Confidential Information. Each Recipient agrees that neither PHCS nor any of its Representatives shall have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information supplied by PHCS or any of its Representatives.\n6. No License or Transfer. The Confidential Information disclosed shall at all times remain the property of PHCS. No license of any trade secrets, copyrights, patents or other rights is granted by this Agreement or by any disclosure of Confidential Information.\n7. Destruction/Return of Confidential Information. Upon PHCS\u2019 request, all Confidential Information (and all copies, extracts or other reproductions in whole or in part thereof), whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices, shall be returned or destroyed (such destruction to be certified in writing) by an authorized officer and not retained in any form or for any reason.\n8. Compelled Disclosure. Notwithstanding anything to the contrary set forth herein, in the event that the Recipient or its Representatives are requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information or take any other action prohibited hereby, the Recipient shall provide PHCS with prompt written notice so that PHCS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not sought or obtained or that the compliance with the provisions of this Agreement is waived, the Recipient agrees that it will furnish only that portion of the Confidential Information which, in the reasonable opinion of its counsel, the Recipient is compelled to disclose without standing liable for contempt or suffering other censure or penalty. The Recipient further agrees that it will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which subject to the compelled disclosure.\n9. Indemnification. The Recipient agrees to indemnify and hold harmless PHCS, and its affiliates, and its and their shareholders, directors, officers, members, managers, partners, employees and agents (collectively, the \u201cIndemnified Parties\u201d) from and against any and all costs and expenses (including without limitation reasonable attorneys\u2019 fees) incurred by or on behalf of any Indemnified Party arising out of any breach of any provision of this Agreement by the Recipient or its Representatives.\n10. Injunctive Relief. The parties acknowledge and agree that, in the event of any breach of this Agreement, PHCS might be irreparably harmed and unable to be made whole by monetary damages. It is accordingly agreed that PHCS, in addition to any other remedy to which it may be entitled in law or equity, will be entitled to seek an injunction to remedy breaches of this Agreement and/or to compel specific performance of this Agreement.\n11. Term. The Recipient\u2019s obligations of confidentiality and nondisclosure shall survive termination of PHCS\u2019 business dealings with the Recipient.\n12. Miscellaneous. It is understood and agreed that no failure or delay by PHCS in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement (i) shall not be assigned by any party without the prior written consent of the other party; (ii) cannot be amended, nor can any of its provisions be waived, except by a writing signed by the parties; and (iii) shall be binding on and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey without giving effect to the conflict of laws provisions thereof. This Agreement represents the entire agreement among the parties relating to the treatment of Confidential Information.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement under their respective hands as of the day and year first above written.\nRECIPIENT\nSignature:\nBy Name (print):\nTitle:\nDate:\nPRINCETON HEALTHCARE SYSTEM\nBy:\nName:\nTitle:\n", "spans": [ [ 0, 44 ], [ 45, 290 ], [ 290, 430 ], [ 431, 739 ], [ 740, 1006 ], [ 1007, 1050 ], [ 1050, 1984 ], [ 1984, 2609 ], [ 2609, 2950 ], [ 2951, 2996 ], [ 2996, 3123 ], [ 3123, 3259 ], [ 3259, 3524 ], [ 3524, 3816 ], [ 3817, 3853 ], [ 3853, 4168 ], [ 4168, 4433 ], [ 4433, 4636 ], [ 4636, 4766 ], [ 4766, 4834 ], [ 4834, 5158 ], [ 5159, 5594 ], [ 5594, 5665 ], [ 5665, 5716 ], [ 5716, 5858 ], [ 5859, 5875 ], [ 5875, 6019 ], [ 6019, 6257 ], [ 6258, 6285 ], [ 6285, 6372 ], [ 6372, 6519 ], [ 6520, 6571 ], [ 6571, 6955 ], [ 6956, 6981 ], [ 6981, 7553 ], [ 7553, 7963 ], [ 7963, 8195 ], [ 8196, 8216 ], [ 8216, 8696 ], [ 8697, 8720 ], [ 8720, 8888 ], [ 8888, 9134 ], [ 9135, 9145 ], [ 9145, 9282 ], [ 9283, 9302 ], [ 9302, 9583 ], [ 9583, 9598 ], [ 9598, 9691 ], [ 9691, 9803 ], [ 9803, 9914 ], [ 9914, 10082 ], [ 10082, 10201 ], [ 10202, 10342 ], [ 10343, 10352 ], [ 10353, 10363 ], [ 10364, 10380 ], [ 10381, 10387 ], [ 10388, 10393 ], [ 10394, 10421 ], [ 10422, 10425 ], [ 10426, 10431 ], [ 10432, 10438 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 32 ] }, "nda-15": { "choice": "Entailment", "spans": [ 28, 29, 30 ] }, "nda-10": { "choice": "Entailment", "spans": [ 21, 22, 23, 24 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-1": { "choice": "Entailment", "spans": [ 6, 7 ] }, "nda-19": { "choice": "Entailment", "spans": [ 43 ] }, "nda-12": { "choice": "Entailment", "spans": [ 10, 11, 12, 13 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 32 ] }, "nda-3": { "choice": "Entailment", "spans": [ 6 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 8, 17, 18, 19 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 32 ] }, "nda-8": { "choice": "Entailment", "spans": [ 34 ] }, "nda-13": { "choice": "Entailment", "spans": [ 10, 11, 12, 13 ] }, "nda-5": { "choice": "Entailment", "spans": [ 8, 17, 18, 19 ] }, "nda-4": { "choice": "Entailment", "spans": [ 15, 21, 22, 23, 24, 46, 47, 48, 49 ] } } } ], "document_type": "search-pdf", "url": "http://www.mccc.edu/nursing/documents/FormEConfidentialityandNon.pdf" }, { "id": 114, "file_name": "GSAOP0309-Non-disclosure-agreement.pdf", "text": "CONFIDENTIALITY AGREEMENT\nConcerning the release and use of confidential information in the frame of procurement procedure No. GSA/OP/03/09 \u2014 PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR)\nBy and between,\nThe European GNSS Supervisory Authority, hereinafter referred to as the \"GSA\", set up by Council Regulation (EC) No 1321/2004 of 12 July 2004 as amended by Council Regulation (EC) No. 1942/2006, located at:\n56, Rue de la Loi\nB-1049 Brussels\nBelgium\nRepresented, for the purpose of the signature of this confidentiality agreement, by Ms Heike WIELAND, Head of Legal Department\nand,\n_________________________________________ [official company name in full] hereinafter referred to as the \"Recipient\", whose Registered Office is at:\n____________________________ ____________________________ ____________________________ ____________________________ [official address in full]\nRepresented, for the purpose of the signature of this confidentiality agreement, by _____________________________________________________ [Title and name in full of company representative authorised to sign the Agreement and function].\nHereinafter individually referred to as the \"Party\" or collectively referred to as the \"Parties\"\n1 of 11\nPREAMBLE\nWHEREAS, the GSA has launched an open call for tenders for the provision of a PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR);\nWHEREAS, in order to assess the required effort, the Recipient needs to have access to the Confidential Information;\nWHEREAS, the Confidential Information is Classified up to EU RESTRICTED and any handling of such Confidential Information must be done in accordance with the terms of this Agreement and the security procedures specified by the authorities concerned;\nWHEREAS, the GSA is willing to provide access to the Confidential Information pursuant to the security procedures specified by the authorities concerned;\nWHEREAS, in consideration of the above, the Recipient expressly agrees to use the Confidential Information in accordance with the terms of this Agreement and pursuant to the security procedures specified by the authorities concerned.\nTHEREFORE, the Parties agree the following:\nArticle 1 \u2013 Definitions\nFor the purpose of this Agreement:\n\"Agreement\" shall refer to the present Confidentiality Agreement.\n\"Confidential Information\" shall refer to each or all documents listed in the annex to this Agreement.1\n\"Classified\" shall refer to the national or European Security classification of information (such as EU TOP SECRET, EU SECRET, EU CONFIDENTIAL and EU RESTRICTED).\n\"Purpose\" shall refer to the Recipient's participation in procurement procedure No. GSA/OP/03/09.\n\"Completion of the Purpose\" shall mean two months following publication of the award notice regarding call No. GSA/OP/03/09.\n\"Authorised Third Parties\" shall mean persons or entities other than the Recipient who are directly involved in the Purpose, who have a need to know the Confidential Information for the execution of their own tasks within the Purpose, and who the GSA has agreed in writing as being Authorised Third Parties.\nArticle 2 \u2013 Scope\n2.1 This Agreement sets forth the Recipient\u2019s obligations regarding access to, use, distribution, disclosure and protection of the Confidential Information provided by the GSA for the Purpose.\n2.2 Under this Agreement, the Recipient undertakes to use the Confidential Information solely for pursuing the Purpose in accordance with the terms of this Agreement.\n2.3 No provision of this Agreement shall be construed to be an obligation by either Party to disclose information to the other Party or to enter into further agreements with the other.\n1 For the purpose of this Agreement the expression \"Confidential Information\" does not make reference to the EU classification of documents. The Confidential Information may however include EU classified information. The exchange of classified information must respect the rules on the exchange of Classified information applied by the Parties.\nArticle 3 \u2013 Confidentiality and conditions of access to and use of the Confidential Information\n3.1 The Recipient undertakes to ensure that the access to, use, distribution, disclosure and protection of such information will comply with following conditions:\n3.1.1 The Confidential Information is supplied to the Recipient solely and exclusively for the Purpose. The Confidential Information cannot be used totally or partially, directly or indirectly, for any other purpose than that defined in Article 2.2 above, unless the GSA gives its prior written authorisation.\nIn any case, the Recipient and Authorised Third Parties shall not use the Confidential Information:\n(i) in a manner conflicting with the objectives of the European GNSS programmes;\n(ii) after Completion of the Purpose.\n3.1.2 The Recipient shall not copy, reproduce, duplicate, distribute, communicate or otherwise make available the Confidential Information, either in whole or in part, to persons or parties who are not Authorised Third Parties, unless the GSA gives its prior written authorisation.\n3.1.3 The Recipient shall keep the Confidential Information and any copies thereof secure by effective and reasonable means in such a way as to prevent unauthorised access.\n3.1.4 The Recipient will not object to an application for a patent filed by the GSA pleading want of novelty if it is due to:\n(i) receipt of information to be treated as confidential pursuant to this Agreement; or\n(ii) breach of this Agreement by the Recipient or an Authorised Third Party.\n3.1.5 Nothing contained in this Agreement shall be construed as granting any right, title or interest in the Confidential Information including any intellectual property right. The Recipient shall not itself, nor authorise Authorised Third Party or any third party to, write, publish or disseminate any description of the Confidential Information or elements of it, such as its structure or content for so long as it is bound by this Agreement.\n3.1.6 In the event that the Recipient becomes aware of any unauthorised use of the Confidential Information or of any unauthorised copy of the Confidential Information in the public domain or with third parties or of any unauthorised derivative work, it shall immediately inform the GSA.\n3.1.7 The Recipient shall only and exclusively provide access to the Confidential Information to the Authorised Third Parties which:\n(i) are duly informed of the commercial in confidence nature of such information; and\n(ii) observe confidentiality obligations equivalent to and equally onerous as all the confidentiality obligations stemming from this Agreement.\n3.1.8 The Recipient shall inform the GSA of the disclosure of Confidential Information to Authorised Third Parties and provide the GSA with an electronic copy of the signed confidentiality agreement between the Recipient and the Authorised Third Party.\n3.2 Any Confidential Information disclosed by the GSA under this Agreement being the subject of a national or European security classification shall be identified as such by the GSA at the time of disclosure. Disclosure, protection and use of such Confidential Information shall, in addition to the terms and conditions of this Agreement, be made pursuant to the security procedures specified by the authorities concerned.\nArticle 4 \u2013 Limitation on protection of the Confidential Information\nThe obligations contained in Article 3 are not applicable to information that the Recipient can demonstrate by written evidence:\n4.1 has come into the public domain prior to, or after, the date of receipt of the Confidential Information from the GSA through no fault or unauthorised act of the Recipient or an Authorised Third Party;\n4.2 was already lawfully developed or acquired by the Recipient at the date of receipt of the Confidential Information from the GSA;\n4.3 has been or is published without violation of this Agreement;\n4.4 was lawfully obtained by the Recipient without restriction and without breach of this Agreement from a third party, who is in lawful possession thereof, and under no obligation of confidence to the GSA;\n4.5 is disclosed pursuant to the request of a governmental or jurisdictional authority or is disclosed according to the law or regulations of any country with jurisdiction over the Recipient; in either case the Recipient, subject to possible constraints of such governmental or jurisdictional authority, shall immediately give the GSA a written notice of the above request and shall reasonably cooperate with the GSA in order to avoid or limit such disclosure;\n4.6 was disclosed and/or used without restriction pursuant to written authorisation from the GSA.\nArticle 5 \u2013 Return of Confidential Information\n5.1 If the Recipient fails to submit an offer, he must then return all documents provided by the GSA within two months following the deadline for the submission of offers.\n5.2 If the Recipient submits an offer but is not awarded the contract, he must return all documents provided by the GSA within two months following publication of the award notice.\n5.3 The Recipient shall use all reasonable endeavours to ensure that any Authorised Third Parties to whom the Recipient has supplied any Confidential Information return such Confidential Information and any copies made of them to the GSA within the applicable deadlines stipulated under Articles 5.1 and 5.2 above.\n5.4 Paragraphs 5.1 and 5.2 above shall not apply to the extent that the Recipient is required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial or governmental body.\nArticle 6 \u2013 Breach of obligations\nShould the Recipient or any Authorised Third Party breach any of its obligations of confidentiality under this Agreement and without prejudice to any right of the GSA to seek damages before the competent jurisdiction, the GSA may, by written notice to the Recipient, withdraw the right of the Recipient to use the Confidential Information for the Purpose.\nArticle 7 \u2013 Duration of this Agreement and protection of the Confidential Information\n7.1 This Agreement shall enter into force on the date of the last signature by the Parties and shall remain in effect until the Completion of the Purpose.\n7.2 The obligations imposed by Articles 2 and 3 above with respect to the access to, use, distribution, disclosure and protection of Confidential Information for pursuing the Purpose shall apply:\n\uf8e7 for ten years with regards to Confidential Information;\n\uf8e7 in accordance with the procedures and duration specified by\nthe authorities concerned with regards to Classified Confidential Information\nfrom the date of receipt of the Confidential Information by the Recipient, notwithstanding the Completion of the Purpose.\nArticle 8 \u2013 Communication of the Confidential Information\n8.1 The Confidential Information shall be sent by the GSA to the following person:\nTitle and full name\nFunction\nCompany name\nOfficial address in full\nTelephone number\nFax number\nEmail address\n8.2 The Recipient shall send any communication regarding the Confidentiality Agreement to the following address:\nMs Rachelle Antal\nLegal Officer\nEuropean GNSS Supervisory Authority\nRue de la Loi 56\nL-56, 07/18\nBE-1049 Brussels\nBelgium\nrachelle.antal@gsa.europa.eu\nFax: +32 (0)2 292 07 41\n8.3 In accordance with Articles 5.1 and 5.2 above, the Confidential Information shall be returned by the Recipient to the following person:\nMr Olivier Crop\nHead of Security Department\nEuropean GNSS Supervisory Authority\nRue de la Loi 56\nL-56, 07/85\nBE-1049 Brussels\nBelgium\nArticle 9 \u2013 Waiver, disclaimer and liability\n9.1 No failure or delay by the GSA in exercising any of its rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such rights.\n9.2 The Confidential Information is provided \"as is\" and the GSA disclaims all warranties of any kind relating to the Confidential Information, whether expressed or implied, including but not limited to, any implied warranty against infringement of third party property rights or as to merchantability or fitness for a particular purpose.\n9.3 The GSA will not be liable for any damages whatsoever including, but not limited to, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss arising out of the use of, or inability to use, the Confidential Information.\nArticle 10 \u2013 Applicable law; Dispute\n10.1 This Agreement shall be governed and construed in accordance with the laws of Belgium.\n10.2 The Parties shall make their best efforts to settle amicably all disputes arising in connection with this Agreement.\n10.3 If such amicable settlement fails, the said dispute shall be finally settled by the European Court of Justice in accordance with its rules of procedure.\nArticle 11 \u2013 Final provisions\n11.1 The Parties shall bear their own costs incurred under or in connection with the present Agreement.\n11.2 This Agreement and the rights and obligations hereunder may not be transferred or assigned by the Recipient without the prior written approval of the GSA.\n11.3 This Agreement represents the entire understanding and agreement of the Parties with respect to the Confidential Information, as defined in Article 2 above, and supersedes and cancels any and all previous declarations, negotiations, commitments, communications either oral or written, approvals, agreements and confidentiality agreements between the Parties in respect thereto. Any rights and obligations which, by their nature, are to remain in effect beyond expiration or termination of such confidentiality agreements will survive.\n11.4 If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other terms of this Agreement, nor the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement.\n11.5 No amendment or modification of this Agreement shall be binding or effective unless made in writing and signed on behalf of both Parties by their respective duly authorised representative.\nDone in two originals in the English language one for each Party, On behalf of _________________ [Company name]\nRead and agreed,\nOn _________________ [date], in ______________________\n________________ [Title, name in full, function], authorised representative of ________________ [Company name] for the signature of this Agreement\nOn behalf of the GSA Read and agreed,\nOn _________________, in _______________________\nMs Heike Wieland, Head of Legal Department, authorised representative of the GSA for the signature of this Agreement\nLIST OF CONFIDENTIAL INFORMATION\nThis list of Confidential Information can subsequently be enlarged by registered letter by the GSA.\nDocument Title Document Issue Classification\nReference\nRD7\nPRS Technologies Development D3800-2 0.0 RESTREINT UE\nPlan\nFinal Report on User interface D4600-2 1.0 RESTREINT UE\nEquipment Segmentation O3110-1 1.0 UNCLASSIFIES\nRefinement\nComparison with other O3120-1 1.0 RESTREINT UE\nTechnologies\nSecurity Modules O3210-2 0.2 RESTREINT UE\nAntennas and RF Front-end O3220 4.0 CONTROLLED\nTechniques and Technologies UNCLASSIFIED\nSignal Processing Techniques O3230-2 N/A RESTREINT UE\nand Technologies\nInterference and Jamming O3240-2 1.11 RESTREINT UE\nRobustness -Techniques and\nTechnologies draft Report\nJamming 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15989 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 90, 92 ] }, "nda-15": { "choice": "Entailment", "spans": [ 66 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 31, 180, 181, 182, 183, 184, 185, 186, 187, 188, 189, 190, 191, 192, 193, 194, 195, 196, 197, 198, 199, 200, 201, 202, 203, 204, 206, 207, 208, 210, 211, 212 ] }, "nda-19": { "choice": "Entailment", "spans": [ 103, 104, 105, 106, 107, 160 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Entailment", "spans": [ 90, 92, 95 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "Contradiction", "spans": [ 58 ] }, "nda-8": { "choice": "Entailment", "spans": [ 86 ] }, "nda-13": { "choice": "Entailment", "spans": [ 81, 85 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 40, 52, 53, 157 ] } } } ], "document_type": "search-pdf", "url": "https://www.gsa.europa.eu/sites/default/files/procurement/GSAOP0309-Non-disclosure-agreement.pdf" }, { "id": 115, "file_name": "GTC_CEII_Non_Disclosure_Agmt_05111_revised.pdf", "text": "Non-Disclosure Agreement\nTHIS NON-DISCLOSURE AGREEMENT is made as of the ____ day of _______ 20__ (the \u201cEffective Date\u201d) between Georgia Transmission Corporation (An Electric Membership Corporation) (\u201cGTC\u201d), with offices at 2100 E. Exchange Place, Tucker, Georgia 30084 and ______________________, (on behalf of yourself and, as a duly authorized representative, on behalf of your organization/employer) (\u201cRecipient\u201d). Hereinafter, GTC and Recipient may be referred to collectively as the \u201cParties\u201d.\nWHEREAS, Recipient has requested data used in conjunction with transmission studies conducted by GTC, including but not limited to System Impact Studies and/or Facilities Studies (\u201cTransmission Studies\u201d), which data contains critical energy infrastructure information (\u201cCEII\u201d), as defined by the regulations of the Federal Energy Regulatory Commission (\u201cFERC\u201d) in 18 C.F.R. \u00a7 388.113;\nWHEREAS, it is necessary for GTC to protect CEII from unauthorized disclosure.\nWHEREAS, the Parties agree that CEII disclosed to Recipient is Confidential Information, which must be protected from disclosure and unauthorized use;\nNOW THEREFORE, GTC presents to Recipient this Non-Disclosure Agreement as its conditional offer setting forth the terms and conditions of the Recipients access to Confidential Information, including CEII. Execution of this Non-Disclosure Agreement on behalf of Recipient and Recipient\u2019s organization constitutes acceptance of the offer, including and subject to its terms and conditions.\nI. Definitions\n \u201cConfidential Information\u201d is defined as: CEII made available through a restricted area within the GTC\u2019s OASIS website or otherwise furnished to you by GTC; (ii) new information created using such information and that contains CEII, such as any copies, summaries, diagrams, notes, calculations, recommendations, evaluations, opinions, reports and/or conclusions or other similar materials prepared from or based upon the Confidential Information, including any such information that has been stored electronically (\u201cDerivative Information\u201d); and (iii) any information you know or reasonably should know to be CEII that is furnished and/or made available to you by GTC in connection with this Non-Disclosure Agreement. Confidential Information would include, but would not be limited to, load flow base case models and/or stability models, designs, formulae, processes, models, photographs, plans, drawings, schematics, sketches, samples, equipment, equipment performance reports, GTC bidders\u2019 lists, pricing information, studies, reports, findings, inventions, ideas, specifications, parts lists, technical data, data bases, computer programs, except those computer programs proprietary to Recipient, flow charts, algorithms, information regarding GTC\u2019s executives and employees, and other business and technical information which are used for purposes of any project performed by GTC for Recipient. \u201cConfidential Information\u201d shall also include any other information, document or thing that GTC marks or labels as \u201cConfidential.\u201d\nII. Purpose\nRecipient desires access to information of a proprietary and confidential nature relating to (describe CEII and Confidential Information requested) __________________ ________________________________________________________________________ for the intend use (describe): ________________________________________________ ________________________________________________________________________\nIII. Non-Disclosure\nRecipient must hold in confidence and not disclose, reproduce, distribute, transmit, reverse engineer, de-compile, disassemble, or transfer, in any form, by any means, or for any purpose, the Confidential Information or any portion of it. Recipient must ensure that the Confidential Information is maintained by it in confidence in a manner so as to ensure that it will not be viewed or taken by any unauthorized person or further disclosed in a manner not authorized in this Agreement.\nRecipient may disclose the Confidential Information solely to:\n(a) those individuals within your organization who (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non-Disclosure Agreement. Additional persons employed by your organization may execute this Agreement using the form set forth in Appendix A\n (b) personnel hired by you for help and/or advice, such as business consultants, lawyers, and/or accountants, if those personnel (i) have individually requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have individually executed this Non Disclosure Agreement. Such personnel must execute this Agreement in the form set forth in Appendix B.\nAs described above, you may exercise your right of access to Confidential Information only through individuals who: (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non Disclosure Agreement by providing a signed copy of Appendix A or Appendix B to GTC. You agree to keep an updated list of such individuals and to ensure that only those individuals have access to Confidential Information.\nIV. Standard of Care Confidential Information shall be maintained by Recipient in a secure place. Access to those materials shall be limited to other Recipients of the identical material. Recipients may make copies of Confidential Information, but such copies become Confidential Information and subject to these same procedures. Recipients may make notes of Confidential Information which shall be treated as Confidential Information notes if they contain Confidential Information.\nV. Use of Confidential Information\nThe Recipient will not knowingly use Confidential Information for an illegal or non-legitimate purpose.\nThe Recipient of CEII may use CEII as foundation for advice provided to others, but may not disclose CEII to another individual unless that individual is an approved Recipient of the same CEII.\nThe Recipient agrees that you will only use Confidential Information solely for the purpose as stated in Section II. You may not use Confidential Information for any other purpose.\nVI. Property Rights\nConfidential Information is and at all times remains the property of GTC. Confidential Information disclosed in connection with any work performed for GTC may be used only as permitted by this Non-Disclosure Agreement, and GTC does not convey any proprietary right or license, whether implied or otherwise, except as may be expressly granted in this Non-Disclosure Agreement.\nVII. Exceptions\nThe obligations imposed on either party herein shall not apply to Confidential Information which:\nA. Is made public by GTC or which otherwise becomes part of the public domain through no wrongful act, fault or negligence on the part of the Recipient or its employees;\nB. The Recipient can reasonably demonstrate is already in the Recipient\u2019s possession as a result of matters unrelated to the Project and not subject to an agreement of confidentiality;\nC. Is received from a third party without restriction and without breach of an agreement with GTC;\nD. Is independently developed by the Recipient without reliance upon and not as result of information received in connection with any work performed for GTC, or any Confidential information received, as evidenced by the Recipient\u2019s written records;\nE. Is independently developed by the Recipient for purposes unrelated to the Project, as evidenced by the Recipient\u2019s written records; or\nF. The Recipient is required to disclose pursuant to a valid order of a court, governmental body or regulatory agency, provided that to the extent it may lawfully do so, the Recipient shall first have given written notice to GTC and given GTC a reasonable opportunity to interpose an objection or obtain a protective order, and to cooperate with GTC in taking steps to restrict or narrow the information you must disclose.\nVIII. Return of Confidential Information\nGTC may revoke your access to Confidential Information at any time, with or without notice.\nRecipient shall return all originals, copies, reproductions and summaries of Confidential Information at GTC\u2019s request or, at GTC\u2019s option, certify destruction of the same within fifteen (15) days of a written request by GTC. Within such time period, each Recipient, if requested to do so, shall also submit to the GTC an affidavit stating that, to the best of his or her knowledge, all Confidential Information has been returned or destroyed and that Confidential Information notes have either been returned or destroyed.\nIX. Injunctive Relief\nIn the event of a breach or threatened breach or intended breach of this Non-Disclosure Agreement by Recipient, GTC, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach.\nX. Governing Law\nThe laws of the State of Georgia govern the validity, construction, and performance of this Non-Disclosure Agreement and suit may be brought in Georgia to enforce the terms of this Non-Disclosure Agreement.\nXI. Term\nThis Non-Disclosure Agreement shall expire on three (3) calendar years from December 31 of the year in which you execute this Non-Disclosure Agreement; provided, however, that notwithstanding the termination of this Non-Disclosure Agreement, the confidentiality obligations and covenants of this Non-Disclosure Agreement will survive indefinitely and shall not terminate, or else shall remain in effect as long as permitted by law. GTC may revoke your access to Confidential Information at any time, with or without notice. GTC may extend the term of this Non-Disclosure Agreement in its sole discretion.\nXII. Other Provisions\nIf any part of the Agreement is found to be invalid or unenforceable, the rest of the Agreement will still remain effective.\nGTC may exercise its rights under this Agreement at any time, even if they delayed doing so or failed to do so in the past.\nAll Confidential Information is provided \u201cas is\u201d and with all faults. GTC shall not be liable for the accuracy or completeness of Confidential Information.\nGTC is not responsible for Recipient\u2019s use of Confidential Information. Recipient agrees to hold GTC harmless and indemnify them for any and all damages and liabilities arising from any action you may take with respect to Confidential Information.\nRecipient acknowledges that GTC is not responsible or liable for any other entity\u2019s designation of information as CEII, including any improper designation.\nThis is the entire agreement between the Parties concerning the duty of non-disclosure of Confidential Information. No modification or waiver of any part of this Non-Disclosure Agreement is legally enforceable unless the Parties have agreed in writing.\nThe duly authorized representatives of the Parties have executed this Non Disclosure Agreement to be Effective Date indicated on the first page above.\nRecipient: ___________________________\n (Signature)\nName (Printed): ___________________________\nTitle: ____________________________\nOrganization: _____________________________\nAddress: ____________________________\n____________________________\n____________________________\nTelephone: ____________________________\nE-mail: ____________________________\nGeorgia Transmission Corporation (An Electric Membership Corporation):\nSignature: _______________________________\nName (Printed): __________________________\nTitle: __________________________\nAPPENDIX A\nI am employed by _________________________ (Organization), an organization that has executed this Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by the Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement.\nAGREED AND EXECUTED by (attach additional sheets as necessary):\nSignature: Signature:\nName: Name:\nOrganization: Organization:\nAddress: Address:\nTelephone: Telephone:\nE-mail: E-mail:\nDate: Date:\nSignature: Signature:\nName: Name:\nOrganization: Organization:\nAddress: Address:\nTelephone: Telephone:\nE-mail: E-mail:\nDate: Date:\nSignature: Signature:\nName: Name:\nOrganization: Organization:\nAddress: Address:\nTelephone: Telephone:\nE-mail: E-mail:\nDate: Date:\nAPPENDIX B\nI am employed by _________________________ (Consultant), which has been retained by _________________________ (Organization). The Organization has executed this Non-Disclosure Agreement and has hired the Consultant for help and/or advice for purposes of Paragraph 3(b) of the Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by this Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement.\nAGREED AND EXECUTED by (attach additional sheets as necessary):\nSignature: Signature:\nName: Name:\nConsultant: Consultant:\nAddress: Address:\nTelephone: Telephone:\nE-mail: E-mail:\nDate: Date:\nSignature: Signature:\nName: Name:\nConsultant: Consultant:\nAddress: Address:\nTelephone: Telephone:\nE-mail: E-mail:\nDate: Date:\nSignature: Signature:\nName: Name:\nConsultant: Consultant:\nAddress: Address:\nTelephone: Telephone:\nE-mail: E-mail:\nDate: Date:\n", "spans": [ [ 0, 15 ], [ 15, 24 ], [ 25, 55 ], [ 55, 419 ], [ 419, 499 ], [ 500, 884 ], [ 885, 963 ], [ 964, 1114 ], [ 1115, 1320 ], [ 1320, 1502 ], [ 1503, 1517 ], [ 1518, 1519 ], [ 1519, 1676 ], [ 1676, 2065 ], [ 2065, 2237 ], [ 2237, 2919 ], [ 2919, 3048 ], [ 3048, 3049 ], [ 3050, 3061 ], [ 3062, 3210 ], [ 3210, 3229 ], [ 3229, 3302 ], [ 3302, 3333 ], [ 3333, 3382 ], [ 3382, 3454 ], [ 3455, 3474 ], [ 3475, 3714 ], 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"choice": "Entailment", "spans": [ 78, 79 ] }, "nda-12": { "choice": "Entailment", "spans": [ 61, 65, 66 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 70 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 28, 36, 37, 38, 39, 40, 41 ] }, "nda-17": { "choice": "Entailment", "spans": [ 50 ] }, "nda-8": { "choice": "Entailment", "spans": [ 67 ] }, "nda-13": { "choice": "Entailment", "spans": [ 61, 64 ] }, "nda-5": { "choice": "Entailment", "spans": [ 28, 29, 30, 31, 32, 33 ] }, "nda-4": { "choice": "Entailment", "spans": [ 55, 56 ] } } } ], "document_type": "search-pdf", "url": "http://www.oatioasis.com/GTC/GTCdocs/GTC_CEII_Non_Disclosure_Agmt_05111_revised.pdf" }, { "id": 116, "file_name": "Geheimhaltungsvereinbarung_Abschlussarbeiten_HFU_englisch.pdf", "text": "Non-Disclosure Agreement\nbetween the company\n\u2013 in the following referred to as \u201cthe company\u201d\nand\nFurtwangen University\nrepresented by its President:\nrepresented by the Dean:\n\u2013 in the following referred to as \u201cthe university\u201d \u2013\nFurtwangen University student is planning to complete their thesis with the company; the thesis topic includes practical applications within the company. In order to work on this topic as well as to supervise and evaluate the work, the contracting parties may have to share and exchange confidential information regarding their institutions. For the contracting parties\u2019 protection, such information shall be subject to confidentiality. This agreement is exclusively concerned with the cooperation concerning the thesis as defined. The cooperation is based on mutual trust; disagreements will be settled amicably.\n\u00a7 1 Prohibited Actions\nThe contracting parties mutually agree not to make available to third parties without prior consent any confidential information which was made available to them during the duration of this agreement by the student or the contractual partner. In accordance with \u00a715AktG, related companies count as third parties.\n\u00a7 2 Definition\n(1) Confidential information for purposes of this agreement is any such information as\n1. Confidential information for purposes of this agreement is any such information as\n2. is defined by \u00a7 3 b LwVfG BW as one of the company and business secrets protected or\n3. is subject to banking confidentiality, data protection or any other legal obligation to confidentiality\nIn any other respect, paragraph 3 shall apply to the graded assessment.\n(2) The duty of confidentiality does not apply when and in as far as the contracting party in receipt of information can show that\n1. the information in question is publicly available or\n2. the information in question has come to the receiving party\u2019s attention in another way which did not infringe any duty of confidentiality or\n3. the information in question has been developed by the receiving party\u2019s staff independently without such information having been made available to them or\n4. the party who disclosed the information has waived their right to confidentiality with regard to the information in question in writing\n\u00a7 3 Graded Assessment\nThe graded assessment submitted is not confidential information. Where the author has clearly marked the graded assessment\u2019s cover page with a lock flag (\u201cSperrvermerk\u201d), the university, following the completion of the assessment procedure, will store the work in a proper and protected place.\n\u00a7 4 Permission\n(1) The university is permitted to handle confidential information in such a way and to such an extent as is necessary and usual to execute the cooperation; this included photocopying. In particular, the university is permitted to reveal confidential information to third parties in as far as this is necessary to allow for the proper performance of the assessment process. The proper performance of the assessment process includes all steps of the process including legal proceeding to object to assessment decision and an examination for plagiarism; the relevant examination and legal regulations apply. To clarify, this agreement negates neither the student\u2019s nor the university\u2019s duties under the examination regulations or university law.\n(2) The receiving party is permitted to disclose any information in as far as it is their legal or official duty to do so..\n\u00a7 5 Liability\nThe contracting parties agree to handle any confidential information they receive with the same care they would extend to similar information of their own in order to protect it from unauthorised disclosure or use. The extent of the liability for breaches of this confidentiality agreement as well resulting loss is limited to foreseeable loss.\n\u00a7 6 Property Rights\nThis agreement does not confer any rights, in particular property, licencing or replication rights, rights of use or any other commercial protected rights or options between the parties. A party making information available to the other, reserves the right to register its own protective rights with regard to the subject of such information.\n\u00a7 7 Coming into Force and Duration\nThe agreement comes into force at such time as the last party signs the agreement. Any duties under this agreement seize to exist five years after the coming into force thereof.\n\u00a7 8 Legal Relationships Existing Outside this Agreement\nNo employment or similar contract exists between the university and the student but a relationship governed by examination regulations. Thus the university does not have the right to impose a duty of confidentiality upon the student. The university is not liable for the student\u2019s compliance with any bilateral confidentiality agreements between student and company.\n\u00a7 9 Other\nOral agreement will be considered null and void. Any additions or amendments to this contract have to be in writing. The formal requirement can only be waived in writing. Only German law applies.\nPlace, Date Pace, Date\nFurtwangen University, Stamp, Company, Stamp,\nSignature Dean Signature Company Representative\nNoted and agreed:\nPlace, Date Place, Date\nSignature Thesis Supervisor if applicable: Signature 2nd HFU-Supervisor\n", "spans": [ [ 0, 15 ], [ 15, 24 ], [ 25, 44 ], [ 45, 92 ], [ 93, 96 ], [ 97, 118 ], [ 119, 148 ], [ 149, 173 ], [ 174, 226 ], [ 227, 381 ], [ 381, 569 ], [ 569, 664 ], [ 664, 759 ], [ 759, 840 ], [ 841, 863 ], [ 864, 1107 ], [ 1107, 1176 ], [ 1177, 1191 ], [ 1192, 1278 ], [ 1279, 1364 ], [ 1365, 1452 ], [ 1453, 1559 ], [ 1560, 1631 ], [ 1632, 1762 ], [ 1763, 1818 ], [ 1819, 1962 ], [ 1963, 2120 ], [ 2121, 2259 ], [ 2260, 2281 ], [ 2282, 2347 ], [ 2347, 2575 ], [ 2576, 2590 ], [ 2591, 2776 ], [ 2776, 2965 ], [ 2965, 3197 ], [ 3197, 3334 ], [ 3335, 3458 ], [ 3459, 3472 ], [ 3473, 3688 ], [ 3688, 3817 ], [ 3818, 3837 ], [ 3838, 4025 ], [ 4025, 4180 ], [ 4181, 4215 ], [ 4216, 4299 ], [ 4299, 4393 ], [ 4394, 4418 ], [ 4418, 4449 ], [ 4450, 4586 ], [ 4586, 4684 ], [ 4684, 4816 ], [ 4817, 4826 ], [ 4827, 4876 ], [ 4876, 4944 ], [ 4944, 4998 ], [ 4998, 5022 ], [ 5023, 5045 ], [ 5046, 5091 ], [ 5092, 5139 ], [ 5140, 5157 ], [ 5158, 5181 ], [ 5182, 5253 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 41 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 18, 20 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 23, 26 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 33 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 23, 25 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "https://www.hs-furtwangen.de/fileadmin/Redaktion/Share/Formulare/Geheimhaltungsvereinbarung_Abschlussarbeiten_HFU_englisch.pdf" }, { "id": 118, "file_name": "GreenStorm%20NDCSC.pdf", "text": "MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION, NON-SOLICITATION, AND NON-COMPETITION AGREEMENT\nBETWEEN:\nGreenStorm Solutions Pty Ltd\n34 Astoria Cct, Maroubra, NSW, 2035, Australia\nPhone: +614 1849 2462, Fax: +612 9344 4964,\nEmail: dave@greenstorm.com.au\nand associated entities\n(hereafter jointly referred to as \u201cParty-1\u201d)\nAND;\n____________________________________________\nFull Name of Person (BLOCK LETTERS)\n____________________________________________\nFull Name of Company (BLOCK LETTERS)\n____________________________________________\nFull Street and Postal Address (BLOCK LETTERS)\n____________________ ___________________\nTelephone Number Fax Number\n____________________________________________\nEmail address\nPlus all of subsidiaries and associated entities\n(hereafter jointly referred to as the \u201cParty-2\u201d)\n1. PURPOSE OF THIS AGREEMENT\nThe Parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-circumvention, non-solicitation and non-competition agreement. The Parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, business contacts, trade secrets, business entity formation and structuring.\nIn connection with these discussions, it may be necessary and/or desirable for the Parties to provide the other with, or allow access to, proprietary, technical, or business data, and/or other confidential information (collectively the \"Confidential Information\"). Therefore, the Parties hereby agree that they are bound by an obligation of confidentiality.\nThe Parties both believe, and hereby agree, that Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Parties\u2019 willingness to engage in the contemplated business discussions and planning.\nThe Parties agree that they shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in a professional and personal capacity.\n2. CONFIDENTIAL INFORMATION\nConfidential Information shall be defined as any information specifically identified as \u201cConfidential\u201d prior to disclosure to the other Party. This identification shall be by way of formal correspondence (letter, fax or email) addressed to the other Party outlining the proposed information to be disclosed (without giving specific details), requesting the receiving Party to recognise this as Confidential Information and therefore being bound by this Agreement. The receiving Party has the right to accept the information under this Agreement or to decline the information in which case it will not be provided.\n3. OBLIGATION OF CONFIDENTIALITY\nThe Parties agree that when receipt of any Confidential Information has occurred:\n3a. The receiving Party shall not disclose or communicate Confidential Information to any third party, except as herein provided. The receiving Party shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that the receiving Party uses for its most crucial proprietary and trade secret information.\n3b. The receiving Party shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information.\n4. OBLIGATION OF NON-COMPETITION\nThe non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Parties agree they shall not use any advantages derivable from such confidential information in their own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document.\n5. NON-CIRCUMVENTION\nThe Parties hereby agree on behalf of themselves, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the other Party of profits, fees or other amounts, without the specific written approval of the other Party.\n6. NO REPRESENTATIONS\nThe Parties both understand that each Party makes no representation or warranty as to the accuracy or completeness of the information it provides. The Parties both agree that neither Party, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the other Party\u2019s use of said information.\n7. TERM\nThis Agreement shall, by mutual consent of the Parties, remain in force and effect for a period of seven years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto.\n8. JURISDICTION\nThe jurisdiction for this Agreement is global and worldwide. Should either Party assert that a violation has occurred; the asserting Party shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the asserting Party and their counsel.\n9. MISCELLANEOUS\n9a. As used in this Agreement, the following terms shall have the following meanings: \"Agents or employees\u201d include the directors, officers and employees of any of the parties. It also includes any corporation, partnership, association, business trust, contractual organization, group, or other entity of which either Party is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned.\n9b. No right of license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder.\n9c. No agency or partnership relationship is created between the Parties by this Agreement.\n9d. No Party has an obligation under this Agreement to purchase any service or item from the other Party, or to offer any service or item for sale to the other Party and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the Parties hereto.\n9e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and signed by all Parties. However, the failure of a Party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter.\n9f. This Agreement is made and shall be governed and construed in accordance with the laws of the jurisdiction under which the respective companies are located, or any other applicable jurisdiction. The proper venue for any action arising from or in connection with the interpretation or enforcement of this Agreement shall be decided by the claiming Party.\n9g. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any Party hereto incurs legal fees, if a legal action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled.\nThis Agreement constitutes the entire understanding between all the Parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the Parties hereto and the Confidential Information.\n10. MUTUALITY\nTo the extent that confidential information is disseminated or exchanged by both parties, such information shall be confidential as to both Parties.\n11. NON-SOLICITATION\nThe Parties hereby confirm that neither they nor anyone on their behalf or anyone else has solicited in any way, and no document received or that will be received shall be deemed to be a solicitation. Additionally, both Parties confirm that there has not been any offer to buy or sell securities and that this or any other document from either Party is not intended to be an offer to buy or sell securities.\n12. BASIS OF INFORMATION AND MANAGEMENT ACTIONS\nThe Parties acknowledge that the other Party obtains a wide variety of available information from numerous sources, and the recommendations, advice or business actions developed or carried out by each Party are based upon the professional judgment of the respective Party, its employees, representatives, underwriters, and agents. The Parties acknowledges that the other Party does not guarantee the results of any of its business actions, except as required under the terms of this Agreement. The Parties also acknowledges that the other Party\u2019s, management, employees, underwriters, and agents are not acting in any form of Fiduciary Duty to the other Party. Both Parties agree to seek out licensed professionals in the areas of legal, professional, and financial prior to making any financial decision, where appropriate.\n13 LEGAL/PENALTY NOTICE\nBy signing this agreement the Parties agree that they/their companies and/or any of their related entities will be sought after immediately for injunctive relief for violating this agreement. The signing parties can be held personally liable. By signing below this Agreement becomes fully binding and enforceable.\n14. EXECUTION\nIN WITNESS WHEREOF, the Parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date stated below.\n___________________________________ _______________________________________\nDavid Hayes for and on behalf of Party-1 Date Signed and Witnessed\nPassport: M2724710 (Australia)\n___________________________________ _______________________________________\nWitness Signature Witness Name\n___________________________________ _______________________________________\nSignature of person for and on behalf of Party-2 Date Signed and Witnessed\n___________________________________ _______________________________________\nPassport Number and Country\n___________________________________ _______________________________________\nWitness Signature Witness Name\n", "spans": [ [ 0, 89 ], [ 90, 98 ], [ 99, 127 ], [ 128, 174 ], [ 175, 218 ], [ 219, 248 ], [ 249, 272 ], [ 273, 317 ], [ 318, 322 ], [ 323, 367 ], [ 368, 403 ], [ 404, 448 ], [ 449, 485 ], [ 486, 530 ], [ 531, 577 ], [ 578, 599 ], [ 599, 618 ], [ 619, 646 ], [ 647, 691 ], [ 692, 705 ], [ 706, 754 ], [ 755, 803 ], [ 804, 832 ], [ 833, 961 ], [ 961, 1072 ], [ 1072, 1301 ], [ 1302, 1567 ], [ 1567, 1659 ], [ 1660, 1820 ], [ 1820, 1994 ], [ 1995, 2213 ], [ 2213, 2352 ], [ 2353, 2380 ], [ 2381, 2524 ], [ 2524, 2845 ], [ 2845, 2994 ], [ 2995, 3027 ], [ 3028, 3109 ], [ 3110, 3114 ], [ 3114, 3240 ], [ 3240, 3493 ], [ 3494, 3498 ], [ 3498, 3748 ], [ 3749, 3781 ], [ 3782, 4127 ], [ 4128, 4148 ], [ 4149, 4676 ], [ 4677, 4698 ], [ 4699, 4846 ], [ 4846, 5078 ], [ 5079, 5086 ], [ 5087, 5334 ], [ 5335, 5350 ], [ 5351, 5412 ], [ 5412, 5744 ], [ 5745, 5761 ], [ 5762, 5766 ], [ 5766, 5939 ], [ 5939, 6195 ], [ 6196, 6200 ], [ 6200, 6348 ], [ 6349, 6353 ], [ 6353, 6440 ], [ 6441, 6445 ], [ 6445, 6776 ], [ 6777, 6781 ], [ 6781, 6900 ], [ 6900, 7088 ], [ 7089, 7093 ], [ 7093, 7288 ], [ 7288, 7446 ], [ 7447, 7451 ], [ 7451, 7663 ], [ 7663, 8032 ], [ 8033, 8320 ], [ 8321, 8334 ], [ 8335, 8483 ], [ 8484, 8504 ], [ 8505, 8706 ], [ 8706, 8912 ], [ 8913, 8960 ], [ 8961, 9292 ], [ 9292, 9455 ], [ 9455, 9622 ], [ 9622, 9785 ], [ 9786, 9809 ], [ 9810, 10002 ], [ 10002, 10053 ], [ 10053, 10123 ], [ 10124, 10137 ], [ 10138, 10323 ], [ 10324, 10360 ], [ 10360, 10399 ], [ 10400, 10466 ], [ 10467, 10497 ], [ 10498, 10534 ], [ 10534, 10573 ], [ 10574, 10604 ], [ 10605, 10641 ], [ 10641, 10680 ], [ 10681, 10755 ], [ 10756, 10792 ], [ 10792, 10831 ], [ 10832, 10859 ], [ 10860, 10896 ], [ 10896, 10935 ], [ 10936, 10966 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 60 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 26 ] }, "nda-1": { "choice": "Entailment", "spans": [ 24, 25, 26, 27, 33 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 78 ] }, "nda-7": { "choice": "Contradiction", "spans": [ 39 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "http://www.greenstorm.com.au/PDF/GreenStorm%20NDCSC.pdf" }, { "id": 119, "file_name": "Grindrod%20SA%20Confidentiality%20and%20Non-Disclosure%20Undertaking.pdf", "text": "CONFIDENTIALITY AND NON-DISCLOSURE UNDERTAKING\nConfidentiality and Non-Disclosure Undertaking Between Grindrod South Africa (Proprietary) Limited and _________________________________________________________ (Insert Full Name of Vendor Company or Individual)\nTHIS UNDERTAKING IS TO BE MADE BY ALL PERSONS, NATURAL AND LEGAL, (THE VENDOR) WHO ARE GIVEN ACCESS, FOR WHATEVER PURPOSE, TO ANY INFORMATION, CONSIDERED BY GRINDROD SA, TO BE CONFIDENTIAL (AS DEFINED IN THIS UNDERTAKING). THE OBLIGATION RESTS WITH THE VENDOR TO ENSURE THAT ALL PERSONS (NATURAL AND LEGAL) GIVEN ACCESS TO CONFIDENTIAL INFORMATION AND SITE\u2019S (OPERATIONS AND ADMINISTRATIVE FACILITIES), COMPLETE AND FORWARD A COPY OF THIS DOCUMENT TO GRINDROD SA\u2019S HEAD OF PROCUREMENT.\nDefinitions\n1.1 \u201cConfidential Information\u201d means; all technical, commercial, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans business or personnel information disclosed or otherwise made available in any format and/or physical manner by Grindrod SA or becoming available, before, during and/or after the execution of an interaction, duty or obligation including all information that makes itself known to the Vendor or comes into being as a result of the rendering, production and/or delivery of an agreement/understanding/request for quotation/contract or Purchase Order, or any other interaction. Confidential Information shall also include any other information that is marked as \"Confidential\" or should reasonably be considered confidential Confidential Information excludes information which is already in the possession, or under the control of the Vendor otherwise than as a result of having been disclosed by Grindrod SA to the Vendor or as a result of the preparation and execution of a proposal or any other interaction with Grindrod SA. Confidential Information also excludes information in the public domain for a reason, other than a breach of this Confidentiality and Non-Disclosure Undertaking, with any party, or independently developed by the Vendor without reference to information provided by, Grindrod SA;\n1.2 \u201cDeliverables\u201d means the physical goods, to be supplied and/ or services rendered in terms of the Order ;and shall include any activity, work and/or services to be rendered in conjunction with the Delivery of goods and vice versa;\n1.3 \u201cDelivery\u201d means the completion and/or Delivery of Deliverables in a condition and place acceptable to the Buyer, Acceptance of the Deliverables is not considered to have taken place until payment has been effected.\n1.4 \u201cGrindrod SA\u201d means Grindrod (South Africa) Proprietary Limited (registration number: 1933/004726/07), a limited liability private company duly incorporated and registered in accordance with the laws of the Republic of South Africa;\n1.5 \u201cPurchase Order\u201d means the purchase order placed for deliverables;\nThe Vendor and Grindrod SA agree that;\n1. The Vendor and Grindrod SA have entered into an agreement / understanding / request for quotation / contract / order or any interaction of whatsoever nature, under which the Vendor may be required to quote on and / or render Deliverables to Grindrod SA and/or Grindrod SA shall be obliged to disclose or otherwise make available to the Vendor, Confidential Information.\n2. The Parties are aware that Confidential Information may be disclosed or otherwise be made accessible to the Vendor for the purpose of the Vendor fulfilling its obligations / promises or duties arising from the Agreement / understanding / Request for Quotation / Contract or Purchase Order agreed to and accepted by the Vendor.\n3. For the purposes of this Confidentiality and Non-Disclosure Undertaking, The Vendor undertakes;\n 3.1. to use such Confidential Information only for purposes of performing as required in terms of its obligations / promises or duties arising out of the Agreement / understanding /Request for Quotation / Contract or Purchase Order and for no other purpose whatsoever,\n 3.2. to hold any such Confidential Information in strict confidence and under proper and reasonable physical security,\n 3.3. not to disclose such Confidential Information to any person without the prior written authorization from Grindrod SA,\n 3.4. to, if the Vendor is in doubt concerning the confidentiality of any information or whether the Vendor is authorized to disclose it to any person, request and abide by any written ruling given by Grindrod SA,\n 3.5. to bring to the attention of Grindrod SA, in writing, any abuse or unauthorized disclosure of such Confidential Information of which the Vendor becomes aware,\n 3.6 that the provisions of this Confidentiality and Non-Disclosure Undertaking shall survive the termination or expiration of any Agreement / understanding / Request for Quotation / Contract / Purchase Order or any interaction, with Grindrod SA, of whatsoever nature.\nSigned at this day of 2016\n(For and on behalf of the Vendor)\nSignature, name and position:\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nSigned at this day of 2016\n(For and on behalf of Grindrod SA)\nSignature, name and position:\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\n", "spans": [ [ 0, 46 ], [ 47, 208 ], [ 208, 258 ], [ 259, 482 ], [ 482, 566 ], [ 566, 744 ], [ 745, 756 ], [ 757, 1492 ], [ 1492, 1942 ], [ 1942, 2219 ], [ 2220, 2454 ], [ 2455, 2674 ], [ 2675, 2911 ], [ 2912, 2982 ], [ 2983, 3021 ], [ 3022, 3394 ], [ 3395, 3724 ], [ 3725, 3823 ], [ 3824, 3825 ], [ 3825, 4093 ], [ 4094, 4095 ], [ 4095, 4213 ], [ 4214, 4215 ], [ 4215, 4337 ], [ 4338, 4339 ], [ 4339, 4551 ], [ 4552, 4553 ], [ 4553, 4716 ], [ 4717, 4718 ], [ 4718, 4985 ], [ 4986, 5012 ], [ 5013, 5046 ], [ 5047, 5076 ], [ 5077, 5136 ], [ 5137, 5163 ], [ 5164, 5198 ], [ 5199, 5228 ], [ 5229, 5288 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 8 ] }, "nda-19": { "choice": "Entailment", "spans": [ 17, 29 ] }, "nda-12": { "choice": "Entailment", "spans": [ 9 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 7 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 17, 23 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Contradiction", "spans": [ 17, 23 ] }, "nda-4": { "choice": "Entailment", "spans": [ 17, 19 ] } } } ], "document_type": "search-pdf", "url": "http://www.grindrod.com/Uploads/Grindrod%20SA%20Confidentiality%20and%20Non-Disclosure%20Undertaking.pdf" }, { "id": 120, "file_name": "HALO-NDA.pdf", "text": "NON DISCLOSURE AGREEMENT\nHALO Electronics, Inc. Proprietary Products\nThis Non-Disclosure Agreement is made and entered into by and between HALO Electronics, Inc. (\u201cHALO\u201d), located at 2933 Bunker Hill Lane, Suite 200, Santa Clara, CA 95054, USA and the party named below and its subsidiaries and affiliates: __________________________________________________________________(\u201cRECIPIENT\u201d) located at _________________________________________________________________________________________.\n1. CONFIDENTIAL INFORMATION. HALO Agrees to transmit to RECIPIENT confidential information for evaluation purposes only. Confidential information is defined as information of any kind which is disclosed in oral, written, graphic, machine recognizable, and/or sample form, and which is not excluded from any obligation of confidentiality by section 3 below. HALO will limit the confidential information disclosed to the following subject matter if requested by recipient:\nInformation regarding HALO proprietary magnetics, semiconductors, and/or modular devices, including, but not limited to the details of overall circuitry, physical dimensions, construction philosophy, and cost.\n2. PERIOD OF CONFIDENTIALITY. RECIPIENT agrees that for a period of five (5) years from the effective date of this Agreement, RECIPIENT will not disseminate the confidential information except to it\u2019s employees who will be directly involved in the evaluation of the information, and furthermore RECIPIENT will use the same degree of care (but in no event less than reasonable care) to avoid disclosure or unauthorized use of such information as RECIPIENT employs with respect to confidential information of its own.\n3. NON-CONFIDENTIAL INFORMATION. RECIPIENT shall have no obligation with respect to disclosure and use of information to the extent such information:\nA. is or becomes generally available to the public other than as a consequence of a breach of an obligation of confidentiality to HALO; or\nB. is made public by HALO; or\nC. is independently developed by RECIPIENT; or\nD. is received from a third party independent of HALO without breaching an obligation of confidentiality; or\nE. is required to be disclosed by the operation of law.\n4. OWNERSHIP OF INFORMATION. All information furnished to RECIPIENT by HALO shall, unless otherwise specified in writing by HALO, remain the property of HALO; and the written information, and any copies thereof, shall be promptly returned to HALO upon its written or destroyed by RECIPIENT at HALO\u2019s option.\n5. NO LICENSE OR PATENT RIGHTS. Nothing contained in this Agreement shall be construed as granting any license or right to RECIPIENT by HALO under any patent of the United States or a foreign country or otherwise (except for the evaluation purposes indicated above).\n6. REMEDIES. RECIPIENT recognizes that the remedy at law for any breach of its obligation under this Agreement will be inadequate, and hence, RECIPIENT agrees that HALO shall be entitled to equitable remedies, including injunction, in the event of breach by RECIPIENT.\n7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws (excluding the laws of conflict of laws) of the State of California.\nEFFECTIVE DATE: __________________, 20__\nHALO Electronics, Inc. RECIPIENT (Company):_______________________\nBy:_______________________________________ By:_________________________________________\n(Authorized Signature) (Authorized Signature)\nName (Printed):____________________________ Name (Printed):______________________________\nTitle:______________________________________ Title:_______________________________________\nDate:_____________________________________ Date:_______________________________________\nAddress for formal notices: Address for formal notices:\nHALO Electronics, Inc. ____________________________________________\n2933 Bunker Hill Lane, Suite 200 (Company Name)\nSanta Clara, CA 95054\n____________________________________________\n(Street Address)\n____________________________________________\n(City, State, Zip Code)\n", "spans": [ [ 0, 24 ], [ 25, 68 ], [ 69, 89 ], [ 89, 307 ], [ 307, 398 ], [ 398, 488 ], [ 489, 518 ], [ 518, 610 ], [ 610, 846 ], [ 846, 959 ], [ 960, 1169 ], [ 1170, 1200 ], [ 1200, 1685 ], [ 1686, 1719 ], [ 1719, 1835 ], [ 1836, 1974 ], [ 1975, 2004 ], [ 2005, 2051 ], [ 2052, 2160 ], [ 2161, 2216 ], [ 2217, 2246 ], [ 2246, 2524 ], [ 2525, 2557 ], [ 2557, 2791 ], [ 2792, 2805 ], [ 2805, 3060 ], [ 3061, 3079 ], [ 3079, 3225 ], [ 3226, 3236 ], [ 3236, 3242 ], [ 3242, 3266 ], [ 3267, 3333 ], [ 3334, 3377 ], [ 3377, 3421 ], [ 3422, 3467 ], [ 3468, 3512 ], [ 3512, 3557 ], [ 3558, 3603 ], [ 3603, 3648 ], [ 3649, 3692 ], [ 3692, 3736 ], [ 3737, 3792 ], [ 3793, 3798 ], [ 3798, 3816 ], [ 3816, 3860 ], [ 3861, 3866 ], [ 3866, 3908 ], [ 3909, 3930 ], [ 3931, 3975 ], [ 3976, 3992 ], [ 3993, 4037 ], [ 4038, 4061 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 21, 23 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Entailment", "spans": [ 9, 10 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 14, 17 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 21 ] }, "nda-3": { "choice": "Entailment", "spans": [ 8 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 12 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 14, 18 ] }, "nda-5": { "choice": "Entailment", "spans": [ 12 ] }, "nda-4": { "choice": "Entailment", "spans": [ 7 ] } } } ], "document_type": "search-pdf", "url": "https://www.haloelectronics.com/pdf/HALO-NDA.pdf" }, { "id": 121, "file_name": "eulerhermes-nda.pdf", "text": "NON-DISCLOSURE AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT (\u201cAgreement\u201d) is made by and between Euler Hermes North America Insurance Company (\u201cEuler Hermes\u201d) 800 Red Brook Boulevard, Owings Mills, Maryland 21117 and [Company Name] [company address/city/state/zip/country] (\u201cCompany\u201d).\nWHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (\u201cConfidential Information\u201d). The Confidential Information may be used only for the following purposes (\u201cPurpose\u201d):\na. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to the Company;\nb. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to Euler Hermes\u2019 customers; and/or\nc. evaluation of other new or existing credit insurance, bonding, grade, or other insurance business lines carried out by Euler Hermes or its Affiliates;\nWHEREAS \u201cAffiliates\u201d shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with Euler Hermes, where control means the legal power to direct or cause the direction of the general management of the company, partnership, or other legal entity; and\nWHEREAS, the parties agree that the Confidential Information is confidential in nature and further agree that it is necessary for Euler Hermes and its Affiliates to obtain, review, and examine the Confidential Information for the purposes described above;\nTHEREFORE, in consideration of mutual promises and covenants, the parties agree as follows:\n1. Euler Hermes shall keep the Confidential Information confidential and may disclose the Confidential Information only to its Affiliates, employees, contractors, or consultants for the Purpose described above and no other purpose. Euler Hermes shall be liable for any breach of confidentiality by any Affiliate, employee, contractor, or consultant.\n2. Euler Hermes shall protect the Confidential Information from disclosure to any firm or individual other than as authorized in paragraph 1, above, by using the same degree of care, but no less than reasonable care, that it uses to protect its own confidential information of a similar nature. Euler Hermes will instruct its Affiliates, employees, contractors, or consultants that may have access to the Confidential Information to keep it confidential in compliance with this Agreement.\n3. Notwithstanding markings or representations regarding confidentiality, it is specifically agreed that Euler Hermes shall have no obligation with respect to any part of the Confidential Information:\na. received by Euler Hermes on a non-confidential basis;\nb. received by Euler Hermes at any time from any source other than the Company that has no obligation regarding the confidentiality of the information;\nc. received as public information;\nd. made public or distributed by the Company as non-confidential information; or\ne. when Euler Hermes is required by law, order of a Court of competent jurisdiction, or other legal compulsion, to disclose the information, provided that Euler Hermes promptly notifies Company of such requirement, to the extent legally permissible, and Euler Hermes discloses only such part of the Confidential Information as is legally required to be disclosed.\n4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. Upon the Company\u2019s written request, Euler Hermes shall promptly return to the Company or destroy the Confidential Information in its possession but may retain copies of any and all notes, analyses, references, or other material prepared by Euler Hermes that incorporates any of the Confidential Information, which shall remain subject to the confidentiality obligations of this Agreement, nothwithstanding Paragraph 10 of this Agreement.\n5. Company makes no representation or warranty, express or implied, as to the accuracy or completeness of any of the Confidential Information and shall have no liability to Euler Hermes or its Affiliates as a result of the their use of the Confidential Information or as a result of any errors or omissions in the Confidential Information.\n6. The failure or delay of either party to enforce its rights under this Agreement shall not be construed as a waiver of such rights. If any provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party.\n7. Euler Hermes acknowledges that monetary damages for improper use or disclosure of Confidential Information may be inadequate. In the event of a breach or threatened breach of this Agreement, in addition to other available remedies, Company is entitled to seek equitable relief, including injunctive relief, without the need to post a bond\n8. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the state of Maryland, and the parties agree to submit to the jurisdiction of the courts of that state for the resolution of any claim or matter arising under this Agreement\n9. This Agreement contains the entire agreement of the parties related to the Confidential Information and supersedes all prior agreements or understandings, if any, between the parties related to the Confidential Information. No provision of this Agreement may be modified except in writing and signed by both parties.\n10. This Agreement shall expire at the end of five (5) years from the date set forth below, and may be renewed upon mutual written consent of Euler Hermes and the Company.\nEuler Hermes North America Insurance Company\nKarl Coutet, Secretary\n[Date]\nDate\nNDA Final\n", "spans": [ [ 0, 24 ], [ 25, 280 ], [ 281, 655 ], [ 655, 740 ], [ 741, 857 ], [ 858, 993 ], [ 994, 1147 ], [ 1148, 1445 ], [ 1446, 1701 ], [ 1702, 1793 ], [ 1794, 2026 ], [ 2026, 2143 ], [ 2144, 2439 ], [ 2439, 2632 ], [ 2633, 2833 ], [ 2834, 2890 ], [ 2891, 3042 ], [ 3043, 3077 ], [ 3078, 3158 ], [ 3159, 3522 ], [ 3523, 3708 ], [ 3708, 4145 ], [ 4146, 4485 ], [ 4486, 4620 ], [ 4620, 4784 ], [ 4784, 4913 ], [ 4914, 5043 ], [ 5043, 5255 ], [ 5256, 5527 ], [ 5528, 5755 ], [ 5755, 5847 ], [ 5848, 6019 ], [ 6020, 6064 ], [ 6065, 6087 ], [ 6088, 6094 ], [ 6095, 6099 ], [ 6100, 6104 ], [ 6104, 6109 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 20 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 2 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 2 ] }, "nda-19": { "choice": "Entailment", "spans": [ 21 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 2 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 7, 10 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 14, 19 ] }, "nda-13": { "choice": "Entailment", "spans": [ 14, 16 ] }, "nda-5": { "choice": "Entailment", "spans": [ 10 ] }, "nda-4": { "choice": "Entailment", "spans": [ 3 ] } } } ], "document_type": "search-pdf", "url": "https://www.eulerhermes.com/content/dam/onemarketing/ehndbx/common/united-states/documents/other/eulerhermes-nda.pdf" }, { "id": 122, "file_name": "example-NDA-one-way-short-form-2012-1.pdf", "text": "Example one way non-disclosure agreement short form\nCONFIDENTIALITY AGREEMENT dated [ ] 201[ ]\nBETWEEN\n(1) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (\u2018Discloser\u2019)\n(2) [FULL COMPANY NAME] [incorporated and registered in England and Wales with company number] [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (\u2018Recipient\u2019)\nTERMS\n1. OBLIGATIONS OF CONFIDENTIALITY\n1.1 In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser.\n1.2 The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the \u201cPurpose\u201d) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement).\n1.3 The Recipient may disclose Confidential Information to the extent required by law or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Discloser as much notice of this disclosure as possible.\n1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information.\n1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement.\n2. TERMINATION\nIf either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement.\nExample one way non-disclosure agreement short form\n3. OTHER PROVISIONS\n3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose.\n3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties.\n3.3 No party may assign any of its rights or obligations under this agreement.\n3.4 Nothing in this agreement shall be deemed to establish any partnership or joint venture between the parties.\n3.5 A person who is not a party to this agreement shall not have any rights under it.\n4. GOVERNING LAW AND JURISDICTION\n4.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law.\n4.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation.\nThis agreement has been entered into on the date stated at the beginning of it.\nSigned by [NAME OF DIRECTOR] .......................................\nfor and on behalf of Director\n[FULL COMPANY NAME]\nSigned by [NAME OF DIRECTOR] .......................................\nfor and on behalf of Director\n", "spans": [ [ 0, 51 ], [ 52, 94 ], [ 95, 102 ], [ 103, 277 ], [ 278, 441 ], [ 441, 454 ], [ 455, 460 ], [ 461, 494 ], [ 495, 499 ], [ 499, 932 ], [ 933, 937 ], [ 937, 1252 ], [ 1253, 1257 ], [ 1257, 1530 ], [ 1531, 1535 ], [ 1535, 1694 ], [ 1695, 1898 ], [ 1899, 1913 ], [ 1914, 2087 ], [ 2087, 2219 ], [ 2220, 2271 ], [ 2272, 2291 ], [ 2292, 2296 ], [ 2296, 2446 ], [ 2447, 2451 ], [ 2451, 2559 ], [ 2560, 2564 ], [ 2564, 2638 ], [ 2639, 2643 ], [ 2643, 2751 ], [ 2752, 2756 ], [ 2756, 2837 ], [ 2838, 2871 ], [ 2872, 2876 ], [ 2876, 3057 ], [ 3058, 3062 ], [ 3062, 3285 ], [ 3286, 3365 ], [ 3366, 3434 ], [ 3435, 3464 ], [ 3465, 3484 ], [ 3485, 3553 ], [ 3554, 3583 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 16 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 9 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 19 ] }, "nda-12": { "choice": "Entailment", "spans": [ 9 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 11 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 13 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 11, 16, 25 ] } } } ], "document_type": "search-pdf", "url": "http://www.newleaflaw.co.uk/wp-content/uploads/2012/04/example-NDA-one-way-short-form-2012-1.pdf" }, { "id": 123, "file_name": "for-41-supplier-confidentiality-agreement-and-non-disclosure-agreement.pdf", "text": " SUPPLIER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nWHEREAS, Manitoba Housing may be furnishing ________________________ (the \u201cRecipient\u201d) certain confidential information relating to _________________ (Project No/ Reference) ___________________________________________________________________ (Project Title & Address)\nWHEREAS, the recipient agrees to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement.\nBE IT KNOWN, that Manitoba Housing has or may furnish to the Recipient certain confidential information on the following conditions:\n1. The recipient agrees to hold all information provided by Manitoba Housing (\u201cConfidential Information\u201d) in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose or disclosed to any third part.\n2. Manitoba Housing grants no rights to the confidential information. All confidential information shall remain the sole property of Manitoba Housing.\n3. No copies will be made or retained of any written information without the permission of Manitoba Housing.\n4. At the conclusion of any discussions or upon demand by Manitoba Housing, all confidential information or written notes taken shall be returned to Manitoba Housing.\n5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing.\n6. This Agreement and its validity, construction and effect shall be governed by the laws of Manitoba.\nAGREED AND ACCEPTED BY:\nDate:\nName of Representative (Please Print) Signature of Representative\nOn behalf of the Recipient (Company Name) E-mail address\n", "spans": [ [ 0, 1 ], [ 1, 54 ], [ 55, 73 ], [ 73, 99 ], [ 99, 124 ], [ 124, 205 ], [ 205, 229 ], [ 229, 297 ], [ 297, 322 ], [ 323, 552 ], [ 553, 685 ], [ 686, 956 ], [ 957, 969 ], [ 969, 1027 ], [ 1027, 1107 ], [ 1108, 1216 ], [ 1217, 1383 ], [ 1384, 1601 ], [ 1602, 1704 ], [ 1705, 1728 ], [ 1729, 1734 ], [ 1735, 1800 ], [ 1801, 1857 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 16 ] }, "nda-15": { "choice": "Entailment", "spans": [ 12, 13, 14 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 17 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 15 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 17 ] }, "nda-4": { "choice": "Entailment", "spans": [ 11 ] } } } ], "document_type": "search-pdf", "url": "https://www.gov.mb.ca/housing/pubs/procurement/for-41-supplier-confidentiality-agreement-and-non-disclosure-agreement.pdf" }, { "id": 124, "file_name": "form_NondisclosureBlanket.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (hereinafter \u201cAgreement\u201d) is effective as of the date of signature of the last party to sign (the \u201cEffective Date\u201d), as indicated below, and is by and between UNIVERSITY OF ROCHESTER, an educational corporation organized under the laws of the State of New York, and having a place of business located at 710 Hylan Building, PO Box 270142, Rochester, New York 14627-0142 (hereinafter \u201cROCHESTER\u201d) and COMPANY, a corporation organized under the laws of the STATE, and having a place of business located at ADDRESS (hereinafter \u201cCOMPANY\u201d).\nNOW, THEREFORE, in consideration of the premises and of the covenants and obligations hereinafter set forth, ROCHESTER and COMPANY hereto, intending to be legally bound, agree as follows:\n1. Confidential Information means: (i) technologies in written or tangible form disclosed to COMPANY from time to time after the Effective Date of this Agreement by ROCHESTER and identified with particularity at time of disclosure and marked confidential; and (ii) technologies communicated orally or visually to COMPANY by ROCHESTER, if it is reduced to writing or other tangible form by ROCHESTER on or before the date thirty days after the date of such communication, marked confidential, and promptly delivered to COMPANY.\n2. After ROCHESTER receives a fully signed copy of this Agreement, ROCHESTER shall disclose to COMPANY Confidential Information solely for use by COMPANY in its internal evaluation of the Confidential Information\u2019s commercial prospects.\n3. COMPANY agree that, for a period of five (5) years after the date of its receipt of the last Confidential Information disclosed under the Agreement, it shall: (i) keep Confidential Information confidential; and (ii) not use the Confidential Information for any commercial purpose. The foregoing shall not apply to that part of any Confidential Information that:\n(a) is disclosed or used by COMPANY in accordance with any written consent granted by ROCHESTER; or\n(b) at the time of receipt by COMPANY was independently known by COMPANY; or\n(c) at any time becomes generally known to the public through no fault of COMPANY; or\n(d) has been or is made available to COMPANY by a third party having the lawful right to do so without breaching any obligation of nonuse or confidentiality to ROCHESTER; or\n(e) has been or is disclosed to others by ROCHESTER without similar restrictions on disclosure and use; or\n(f) COMPANY is required to disclose pursuant to an order of a judicial or administrative authority\n4. ROCHESTER authorizes COMPANY to disclose the Confidential Information to those of its employees and consultants who require the Confidential Information for the evaluation hereunder, and to potential licensees, provided each such employee, consultant and potential licensee has first entered into a written agreement in which it agrees to be bound by similar obligations of nonuse and nondisclosure as those imposed on COMPANY hereunder.\n5. COMPANY shall complete its evaluation within the period expiring on the date six (6) months after the date COMPANY receives the Confidential Information from ROCHESTER. If COMPANY believes the Confidential Information has scientific and commercial promise, COMPANY and ROCHESTER may elect to commence negotiations leading to an agreement governing COMPANY\u2019s commercialization of the Confidential Information.\n6. At the end of the Evaluation Period, COMPANY shall upon request of ROCHESTER, return to ROCHESTER all Confidential Information in its files to monitor its obligations under this Agreement.\n7. This Agreement shall not be construed to grant to COMPANY any express or implied option, license or other right, title, or interest in or to the Confidential Information, or the patent rights corresponding to the Confidential Information, or obligate either party to enter into any agreement granting any of the foregoing.\n8. This Agreement shall be construed and enforced under the internal laws of the State of New York. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.\n9. This Agreement represents the entire agreement of the parties relating to Confidential Information, and any corresponding patent rights, and any and all contemporaneous and prior oral and written understandings and agreements with respect thereto are superseded by this document.\n10. This Agreement shall be legally binding upon the undersigned, their successors, and assigns but shall not be assigned by either party except in its entirety and only with the entire business of such party.\nIN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement.\nCOMPANY UNIVERSITY OF ROCHESTER\nBy: By:\nName: Name:\nTitle: Title:\nDate: Date:\n", "spans": [ [ 0, 24 ], [ 25, 45 ], [ 45, 591 ], [ 592, 779 ], [ 780, 815 ], [ 815, 1040 ], [ 1040, 1306 ], [ 1307, 1543 ], [ 1544, 1706 ], [ 1706, 1758 ], [ 1758, 1828 ], [ 1828, 1908 ], [ 1909, 2008 ], [ 2009, 2085 ], [ 2086, 2171 ], [ 2172, 2345 ], [ 2346, 2452 ], [ 2453, 2551 ], [ 2552, 2992 ], [ 2993, 3165 ], [ 3165, 3404 ], [ 3405, 3596 ], [ 3597, 3922 ], [ 3923, 4023 ], [ 4023, 4232 ], [ 4233, 4515 ], [ 4516, 4725 ], [ 4726, 4837 ], [ 4838, 4869 ], [ 4870, 4877 ], [ 4878, 4889 ], [ 4890, 4903 ], [ 4904, 4915 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 21 ] }, "nda-15": { "choice": "Entailment", "spans": [ 22 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Entailment", "spans": [ 4, 5, 6 ] }, "nda-1": { "choice": "Entailment", "spans": [ 4, 5, 6 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 4, 5, 6 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 18 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 11, 15 ] }, "nda-5": { "choice": "Entailment", "spans": [ 18 ] }, "nda-4": { "choice": "Entailment", "spans": [ 8, 10 ] } } } ], "document_type": "search-pdf", "url": "https://www.rochester.edu/orpa/_assets/pdf/form_NondisclosureBlanket.pdf" }, { "id": 125, "file_name": "HNBA-2017-18-Confidentiality-Agreement.pdf", "text": "2017-2018 BOARD OF GOVERNORS CONFIDENTIALITY AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT (\u201cthe Agreement\u201d), made and effective as of ___________________ , 20__ (\u201cEffective Date\u201d), between the Hispanic National Bar Association (\u201cHNBA\u201d) and _________________________________ , (\u201cBoard Member\u201d). Hereinafter such parties may be addressed individually as the \u201cParty\u201d and collectively as the \u201cParties.\u201d\nRECITALS\nWHEREAS, the Parties have been engaged in and/or expect to further engage in confidential written and oral communications (\u201cConfidential Communications\u201d) relating to the business affairs of the HNBA;\nWHEREAS, it is expected that Confidential Communications may involve the disclosure by or on behalf of the HNBA of information not in the public domain, including, but not limited to, business and financial information, membership lists, personal information concerning candidates for judicial or other government office provided by the candidates or other third parties, drawings, samples, devices, demonstrations, computer programs, analyses, studies, compilations, and other date, and proprietary and novel features contained in any of the foregoing, as well as communications that may be protected by the Attorney-Client and/or Attorney Work Product Privileges (\u201cConfidential Information\u201d).\nWHEREAS, the Parties wish to define their rights with respect to Confidential Information delivered to the other Party;\nNOW THEREFORE, in consideration of the above premises, it is agreed as follows:\n1. The term \u201cConfidential Information\u201d shall include:\n(a) All information that is delivered by or on behalf of the HNBA to the Board Member in written, graphic or electronic form and that is marked \u201cconfidential\u201d or \u201cproprietary;\u201d\n(a) Any information, whether in oral, written, graphic, electronic, machine readable or any other form, that is provided to the Board Member by or on behalf of the HNBA in connection with the Board Member\u2019s performance of his or her duties as an HNBA Board Member and that is not otherwise readily available to the public, including membership lists, financial reports, personnel evaluations, program plans and reports, memoranda, e-mail and communications related to HNBA business \u2013 whether originated by an HNBA member or not, and communications that may be protected by the Attorney-Client Privilege or the Attorney Work Product Doctrine;\n(c) Written and spoken information provided to the Board Member in the performance of his or her duty to evaluate prospective nominees for judicial or executive office who have requested the support of the HNBA, including but not limited to (1) completed questionnaires and any other data furnished by the candidate or third parties to the HNBA; (ii) confidential information gathered by the Board Member or told to the Board Member during any investigation or evaluation of any candidate being considered for endorsement; (iii) conversation, colloquy, deliberations, evaluations, and conclusions concerning a prospective nominee expressed during the evaluation or consideration of the candidates\u2019 qualifications or endorsement request; and (iv) the decision of any committee or the Board of Governors concerning whether a prospective nominee is qualified for appointment; and\n(b) Any personally identifiable information including, but not limited to, name, address, telephone number, date of birth, social security number, e-mail address or any combination thereof provided by or on behalf of the HNBA to the Board Member.\n2. All Confidential Information shall be subject to the restrictions of this Agreement. Notwithstanding anything in this Agreement to the contrary, the amount, type, and items of Confidential Information disclosed by the HNBA shall be solely within its discretion and it may refuse to disclose information if it believes that it is not in its best interests to do so. In addition, while the HNBA will exercise its best effort to ensure that all Confidential Information it provides to Board Member is accurate and complete, the HNBA makes no representation or warranty as to the accuracy or completeness of the Confidential Information disclosed. The information may be redacted when the Candidate or third party places restrictions on further disclosure of the information.\n1. The Board Member agrees that the Confidential Information he or she receives shall be used solely for the benefit of the HNBA Board Work, and that all rights to the proprietary and novel features contained in the Confidential Information are reserved by the disclosing Party. The Board Member will not use or disclose Confidential Information to any third party for any purpose other than the performance of his or her duties as a Board Member of the HNBA unless and until the HNBA expressly authorizes the disclosure in writing. Board Member specifically agrees not to use any personally identifiable information provided by or on behalf of the HNBA, its contractors, affiliates, vendors, sponsors or employees, for any direct marketing and not to transfer such information to any third party.\n2. The Board Member agrees to restrict dissemination of Confidential Information to those persons employed by the Board Member (or the Board Member\u2019s employer) who require access to the Confidential Information so as to assist the Board Member in carrying out his or her duties to the HNBA and then only if such personnel has a clear understanding of the confidentiality obligations imposed by this agreement and also agrees to maintain the confidentiality of the Confidential Information in accordance with the terms hereof by signing this Agreement before any Confidential Information is disclosed.\n3. The HNBA agrees that the Board Member shall not be liable for any disclosure or use of any Confidential Information if:\n(a) Such Confidential Information is publicly available or later becomes publicly available other than through a breach by the Board Member of this Agreement; or\n(b) Such Confidential Information is lawfully obtained by the Board Member from a third- party or parties independent of the HNBA prior to the Board Member\u2019s disclosure;\n(c) The Board Member can demonstrate by documentary evidence or otherwise that such Confidential Information was known to him or her prior to its disclosure to the Board Member by the HNBA or was independently developed by the Board Member prior to such disclosure for purposes unrelated to his or her service as a Board Member; or\n(d) The Board Member was legally required to disclose the Confidential Information, provided that the Board Member (i) provides the HNBA and/or other disclosing party with written notice within five (5) days of knowing of such legal requirement so that the HNBA has the opportunity to pursue its rights regarding such potential disclosure, and (ii) utilizes reasonable efforts to obtain reliable assurances that the person receiving such Confidential Information will maintain the confidentiality of the same.\n6. The Board Member agrees that no license under any patent, copyright or other intellectual property right is granted by implication or otherwise to Board Members under this Agreement.\n1. Once the purpose of the disclosure is achieved, the HNBA will instruct the Board Member to destroy all Confidential Information supplied to the Board Member by the HNBA. The HNBA will keep a copy in its files for a period of two (2) years after the completion of each Candidate\u2019s specific request.\n2. The Agreement shall expire five (5) years from its effective date specified above unless earlier terminated by a Party by giving the other Party thirty (30) days written notice. Termination or expiration of this Agreement shall not relieve the Board Member of any obligation with respect to the Confidential Information disclosed or developed hereunder prior to termination.\n3. This Agreement embodies all the understandings between the Parties concerning the subject matter hereof, and merges all prior discussions and writing between them as to confidentiality of Confidential Information. Neither Party shall be bound by any conditions, warranties nor representations with respect to confidentiality of Confidential Information other than as expressly provided in this Agreement.\n4. This Agreement shall be governed by, and construed and interpreted in accordance with the laws of the District of Columbia, without regard to principles of conflicts of laws. This Agreement may be executed in separate counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instruments.\n11. In addition to all other legal rights and remedies the disclosing Party may have upon a breach of this Agreement by the receiving Party, the disclosing Party shall be entitled to specific performance or injunctive relief respecting the covenants contained herein, and the receiving Party expressly waives the defense that a remedy in damages will be adequate. Each of the Parties hereby agrees that the prevailing party in any action to enforce this Agreement shall be entitled to full recovery of its attorneys\u2019 fees.\n5. No failures of delay by the disclosing Party in exercising any right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right or privilege hereunder.\nBoth parties signify their agreement to the above terms by signing or causing their authorized representatives to sign this Agreement effective as of the date specified in the opening paragraph of this Agreement.\nON BEHALF OF THE HISPANIC HNBA BOARD MEMBER\nNATIONAL BAR ASSOCIATION\nErica V. Mason, Esq. Board Member Signature\nHNBA 2017/2018 National President\nDate Print Board Member Name\n", "spans": [ [ 0, 54 ], [ 55, 235 ], [ 235, 289 ], [ 289, 392 ], [ 392, 393 ], [ 394, 402 ], [ 403, 602 ], [ 603, 1297 ], [ 1298, 1417 ], [ 1418, 1497 ], [ 1498, 1551 ], [ 1552, 1728 ], [ 1729, 2370 ], [ 2371, 2612 ], [ 2612, 2717 ], [ 2717, 2894 ], [ 2894, 3112 ], [ 3112, 3247 ], [ 3248, 3494 ], [ 3495, 3583 ], [ 3583, 3863 ], [ 3863, 4142 ], [ 4142, 4269 ], [ 4270, 4549 ], [ 4549, 4803 ], [ 4803, 5067 ], [ 5068, 5668 ], [ 5669, 5791 ], [ 5792, 5814 ], [ 5814, 5953 ], [ 5954, 5976 ], [ 5976, 6123 ], [ 6124, 6455 ], [ 6456, 6571 ], [ 6571, 6800 ], [ 6800, 6965 ], [ 6966, 7151 ], [ 7152, 7325 ], [ 7325, 7452 ], [ 7453, 7634 ], [ 7634, 7830 ], [ 7831, 8048 ], [ 8048, 8238 ], [ 8239, 8417 ], [ 8417, 8589 ], [ 8590, 8954 ], [ 8954, 9112 ], [ 9113, 9391 ], [ 9392, 9604 ], [ 9605, 9648 ], [ 9649, 9673 ], [ 9674, 9717 ], [ 9718, 9751 ], [ 9752, 9780 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 37 ] }, "nda-15": { "choice": "Entailment", "spans": [ 23, 36 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 10, 12, 13, 14, 15, 16 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 10, 11, 12, 13, 14, 15, 16, 17, 18 ] }, "nda-19": { "choice": "Entailment", "spans": [ 40 ] }, "nda-12": { "choice": "Entailment", "spans": [ 27, 32 ] }, "nda-20": { "choice": "Entailment", "spans": [ 38 ] }, "nda-3": { "choice": "Entailment", "spans": [ 10, 12, 13 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 24, 25, 26 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 33, 34 ] }, "nda-13": { "choice": "Entailment", "spans": [ 27, 30, 31 ] }, "nda-5": { "choice": "Entailment", "spans": [ 26 ] }, "nda-4": { "choice": "Entailment", "spans": [ 23, 24 ] } } } ], "document_type": "search-pdf", "url": "https://hnba.com/wp-content/uploads/2017/07/HNBA-2017-18-Confidentiality-Agreement.pdf" }, { "id": 126, "file_name": "IBC-PMS-NDA-agreement.pdf", "text": "PRACTICE MANAGEMENT SYSTEM INTEGRATION TOOLKIT NON-DISCLOSURE AND PERMITTED USE\nAGREEMENT\nThis Practice Management System Integration Toolkit Non-Disclosure and Permitted Use Agreement (the \"Agreement\") is made and entered into as of _____________________ between Insurance Bureau of Canada (\u201cIBC\u201d) and ____________________________ (\"Vendor\").\nWHEREAS: (A) IBC operates an electronic accident benefits health claims transactions processing system (known as the \u201cHealth Claims for Auto Insurance\u201d system or the \u201cHCAI System\u201d) that permits medical and rehabilitation treatment plans and invoices, in the form approved by the Ontario insurance regulator, the Financial Services Commission of Ontario (\u201cFSCO\u201d) under the Insurance Act (Ontario), (defined as \u201cClaim Requests\u201d below) to be submitted electronically to automobile insurers (\u201cInsurers\u201d) by health care providers or their intermediaries (\u201cProviders\u201d). (B) Vendor is the licensor of a practice management system (\u201cPMS\u201d) known as _________________________ and wishes to obtain technical information from IBC (the \u201cTechnical Information\u201d) in order to develop functionality in the Provider\u2019s copy of such PMS System that will permit such Provider licensees of such PMS System who participate in the HCAI System to electronically submit Claim Requests to Insurers through the HCAI System and to receive Claim Responses and/or other information from the HCAI System (the \u201cPurpose\u201d). In consideration of IBC disclosing the Technical Information to the Vendor, Vendor agrees to abide with the following terms and conditions.\nIN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS:\n1. Definitions and Exclusions.\n(a) \u201cConfidential Information\u201d\na. means nonpublic information that IBC designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by Vendor.\nb. includes, without limitation, information in tangible or intangible form relating to the HCAI System, and specifically includes any and all proprietary information and/or materials concerning the HCAI System including any communication protocols and application programming interfaces (collectively, \u201cHCAI System Information\u201d) and any other confidential information or materials of IBC, or of third parties and in the possession or control of IBC, and any information derived from any of the foregoing.\nc. as between IBC and Vendor, shall also be deemed to include any Claim Request, and in particular, any Personal Information contained in such Claim Request.\n(b) Other Definitions\n(i) \u201cClaim Information\u201d means a Claim Request and/or any associated Claim Response.\n(ii) \u201cClaim Request\u201d means invoices (and may also include treatment plans) of a Provider User submitted to an Insurer User by or on behalf of a Provider User through the HCAI System.\n(iii) \u201cClaim Response\u201d means a response by an Insurer User to a Provider User that is submitted by such Insurer User to the HCAI System for transmission to the originating Provider User.\n(iv) \u201cClaims\u201d means any claims, demands, actions, causes of action, suits or proceedings under any law or theory of law (including negligence, product liability, or breach of contract whether or not a fundamental breach or breach of a fundamental term).\n(v) \u201cInsurer User\u201d means an Insurer that participates in the HCAI System.\n(vi) \u201cPersonal Information\u201d means any information about an identifiable individual as defined in the Personal Information Protection and Electronic Documents Act (Canada) and includes personal health information as defined in the Personal Health Information Protection Act, 2004 (Ontario), and any amending or successor legislation to either statute and the regulations made pursuant thereto.\n(vii) \u201cPrivacy Laws\u201d means the Personal Information Protection and Electronic Documents Act (Canada), the Personal Health Information Protection Act, 2004 (Ontario) and any other laws enforceable in Ontario, now existing or which may be enacted in the future, which govern the collection, use, processing and/or disclosure of personal information, and any amending or successor legislation and regulations made pursuant thereto, ,all as may be amended from time to time.\n(viii) \u201cProvider User\u201d or \u201cUser\u201d means an individual Provider that participates as a \u201cprovider\u201d in the HCAI System and is bound by the HCAI Electronic Access Terms and Conditions.\n(ix) \u201cServices\u201d means the services provided by IBC directly or through its subcontractors in connection with the transmission and submission of Claim Requests from Provider Users to Insurer Users using the HCAI System, and the transport of Claim Responses in respect of such claims, where provided in electronic form, back from Insurers to Providers, and other ancillary activities as IBC may elect to provide.\n(c) Exclusions. Confidential Information shall not include any information, other than Personal Information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed to IBC; (ii) became known to Vendor prior to IBC\u2019s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than IBC other than by the breach of an obligation of confidentiality owed to IBC; or (iv) is independently developed by Vendor without reliance upon any part of the information disclosed by IBC and/or relating to the HCAI System.\n2. Obligations Regarding Confidential Information\n(a) Vendor shall:\n(i) Not use any Confidential Information except as required for the Purpose. For further certainty, the Purpose expressly excludes the development of or provision by Vendor of a gateway or any web-hosted service that consolidates the exchange of Claim Information between Providers and IBC or any web-based or application service provider based practice management system.\n(ii) Not disclose any Confidential Information to third parties, except as expressly provided in Sections 2(b) and 2(c) of this Agreement;\n(iii) Take reasonable security precautions, no less than those precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information;\n(iv) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information except as expressly required for the Purpose, and only as otherwise provided hereunder; and\n(v) Refrain from reverse engineering, decompiling or disassembling any software code disclosed by IBC to Vendor under the terms of this Agreement, except as expressly permitted by applicable law.\n(b) Vendor may disclose Confidential Information in accordance with a Canadian judicial or other legal binding Canadian governmental order, provided that Vendor either (i) gives IBC reasonable notice prior to such disclosure to allow IBC a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation.\n(c) The undersigned Vendor may disclose Confidential Information only to Vendor's employees and consultants on a need-to-know basis but in any event only if Vendor has executed written agreements with its employees and consultants that contain obligations that are no less restrictive than those contained in this Agreement and has informed such employees and consultants of the confidential nature of such information.\n(d) Vendor shall notify IBC immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Vendor and its employees and consultants, and will cooperate with IBC in every reasonable way to help IBC regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.\n(e) Vendor shall, at IBC\u2019s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to Vendor as Confidential Information, or at IBC's option, certify destruction of the same.\n(f) To the extent any Confidential Information contains any Personal Information, Vendor agrees to comply with applicable Privacy Laws.\n(g) From time to time IBC may provide updates or changes to the Confidential Information. Upon receipt of any such update or change, Vendor shall promptly review such information and if necessary will use commercially reasonable efforts to issue an upgrade to its PMS System which will permit such PMS System to continue to communicate with the HCAI System.\n(h) Any enhancement developed by Vendor for the PMS Software in reliance upon the Confidential Information shall\n(A) be provided in object code form only and (B) shall include commercially reasonable security protections in respect of any HCAI System authentication credentials that are stored by the PMS System between sessions. As between IBC and Vendor, any such HCAI System authentication credentials shall constitute Confidential Information of IBC and may not be used in any way by Vendor or its personnel or contractors.\n(i) Certain components of the Confidential Information MAY consist of compiled software code (such as files containing an extension of DLL or EXE) which were developed and/or generated using a third party development tool. Such software code would be subject to terms and conditions governing redistributable code as contained in the third party licensor\u2019s End User License Agreement (EULA). Vendor\u2019s use of such IBC provided software code is subject to such EULA provisions governing redistributable code and Vendor must ensure that its license agreement for the PMS Software will also pass down those terms and conditions to its licensees who receive a copy of any IBC provided software code. In the event IBC elects to utilize a development tool in the future that would require the provision of redistributable code that is subject to licensing requirements then the applicable EULA will be provided to Vendor in conjunction with the provision of any applicable compiled software code containing redistributable code generated using such development tool.\n(j) Vendor shall ensure that in its license agreement for the PMS Software:\na. It includes protections that protect IBC and its licensors and subcontractors from any liability to Vendor\u2019s licensees in respect of such licensee\u2019s use of any portion of the PMS Software that is developed in reliance upon the Confidential Information;\nb. It includes intellectual property protections for the Confidential Information that are no less stringent that those applicable in respect of the PMS Software but in any event prohibit any disassembly or reverse engineering of any component of the PMS Software that incorporates the Confidential Information (provided that a prohibition on reverse engineering of the entire PMS Software shall be sufficient to satisfy the requirements of this provision).\nc. It includes a copyright notice sufficient to protect IBC copyright in any redistributed software code.\nd. It contains a prohibition against any further distribution by such licensee of any component of the PMS Software that incorporates the Confidential Information.\ne. It includes a prohibition against the use of any portion of the PMS Software that is developed in reliance upon the Confidential Information for the provision of services relating to practice management to third parties.\nf. It otherwise complies with all of the requirements contained in an applicable EULA provided by or identified by IBC.\n3. Remedies\nVendor acknowledges that monetary damages would not be a sufficient remedy for unauthorized disclosure of Confidential Information and that IBC shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bonds.\nVendor agrees to defend any and all Claims that may be brought or alleged against IBC and/or its respective directors, officers, employees, agents or contractors, and indemnify and hold harmless IBC and its respective directors, officers, employees, agents and contractors, from and against any and all Claims or damages that may arise, by reason of any breach of this Agreement by Vendor, its personnel or contractors or from Vendor\u2019s use of the Confidential Information including any deficiency in or other issue relating to the use or distribution of that portion of the PMS System that is developed using the Confidential Information. For any Claims that IBC chooses to defend, the Vendor shall, to the extent requested by IBC, participate in and co-operate with and assist IBC in such defence and any related settlement negotiations.\n4. Miscellaneous\n(a) All Confidential Information, and all associated intellectual property rights therein, are and shall remain the exclusive property of IBC and its licensors. By disclosing Confidential Information to Vendor, IBC does not grant any express or implied right to Vendor to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein.\n(b) All Confidential Information is provided by IBC (i) on a non-exclusive basis and (ii) on an \u201cas is\u201d basis without any representation or warranty of any kind. Any use shall be solely at the risk of Vendor. Any software code included in the Confidential Information is for illustrative purposes only. IBC makes no warranties or representations with respect to the Confidential Information, including any warranties or representations that any Confidential Information will be accurate, complete or up-to-date, or free of errors or omissions or that any Confidential Information will be fit for any purpose. Vendor is solely responsible for ensuring that the Confidential Information is suitable for the Vendor\u2019s needs. WITH RESPECT TO THE HCAI SYSTEM, THE SERVICES, OR ANY CONFIDENTIAL INFORMATION, IBC EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, IMPLIED OR EXPRESS, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.\n(c) IBC has or expects to enter into service agreements directly with Providers that will govern such Provider\u2019s access to and use of the HCAI System. However, IBC does not guarantee availability or operation of the HCAI System to Vendor. Without prejudice to any right an individual Provider may have against IBC, IBC shall have no liability to Vendor in respect of any failure or problem in the operation of the HCAI System, including any communication problems between Providers and the HCAI System. IN NO EVENT WILL THE MEASURE OF DAMAGES PAYABLE BY EITHER PARTY INCLUDE, NOR WILL EITHER PARTY BE LIABLE FOR, ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO BUSINESS INTERRUPTION OR LOST PROFITS, SAVINGS, COMPETITIVE ADVANTAGE OR GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING FUNDAMENTAL BREACH OR FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY CONTAINED HEREIN), NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT FORESEEABLE, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IBC\u2019S LIABILITY FOR ANY MATTER RELATING TO OR ARISING FROM THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, WARRANTY, EQUITY, TORT, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE AND IN RESPECT OF ALL ACTIONS, CLAIMS AND DAMAGES, AN AMOUNT EQUAL TO FIVE HUNDRED DOLLARS.\n(d) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of IBC, the Vendor, their agents, or employees, but only by an instrument in writing signed by an authorized employee of IBC and the Vendor. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. No employee, agent or representative of IBC is authorized to make any additional representation, warranty or covenant on behalf of IBC.\n(e) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers\u2019 fees and costs. This Agreement shall be construed and controlled by the laws in force in the Province of Ontario, and the parties further consent to non-exclusive jurisdiction and venue in the federal or provincial courts sitting in Toronto, Ontario. Vendor waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule.\n(f) This Agreement shall be binding upon and inure to the benefit of each party\u2019s respective successors and lawful assigns; provided, however, that Vendor may not assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of IBC. Any purported assignment in violation of this Section shall be void. HCAI may assign this Agreement to any entity which acquires responsibility for the operation of the HCAI System.\n(g) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.\n(h) IBC may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the Vendor. IBC will not exercise such discretion to terminate the Agreement with a specific vendor except for commercially reasonable grounds. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination. Upon any termination of this Agreement, Vendor shall use commercially reasonable efforts to, as promptly as is practical, remove any functionality incorporated in the PMS System that is based on the Confidential Information.\n(i) The parties confirm that each has read this Agreement in its entirety, that the Agreement is being entered into without undue influence or fraud or coercion or misrepresentation whatsoever, that each has had independent legal advice, that each understands its respective rights and obligations under this Agreement, and that this Agreement is being executed voluntarily.\n(j) It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C\u2019est la volont\u00e9 expresse des parties que la pr\u00e9sente convention ainsi que les documents qui s\u2019y rattachent soient r\u00e9dig\u00e9s en anglais.\n IN WITNESS WHEREOF, the parties hereto have executed this Agreement.\nVENDOR: Insurance Bureau of Canada\nAddress:\nBy: By:\nName: Name:\nTitle: Title:\nDate: Date:\n", "spans": [ [ 0, 79 ], [ 80, 89 ], [ 90, 234 ], [ 234, 256 ], [ 256, 303 ], [ 303, 332 ], [ 332, 343 ], [ 344, 353 ], [ 353, 908 ], [ 908, 984 ], [ 984, 1010 ], [ 1010, 1433 ], [ 1433, 1572 ], [ 1573, 1739 ], [ 1740, 1770 ], [ 1771, 1801 ], [ 1802, 1978 ], [ 1979, 2484 ], [ 2485, 2642 ], [ 2643, 2664 ], [ 2665, 2748 ], [ 2749, 2931 ], [ 2932, 3118 ], [ 3119, 3372 ], [ 3373, 3446 ], [ 3447, 3839 ], [ 3840, 4310 ], [ 4311, 4490 ], [ 4491, 4901 ], [ 4902, 4918 ], [ 4918, 5037 ], [ 5037, 5142 ], [ 5142, 5267 ], [ 5267, 5402 ], [ 5402, 5546 ], [ 5547, 5596 ], [ 5597, 5614 ], [ 5615, 5692 ], [ 5692, 5987 ], [ 5988, 6126 ], [ 6127, 6340 ], [ 6341, 6532 ], [ 6533, 6728 ], [ 6729, 6897 ], [ 6897, 7037 ], [ 7037, 7245 ], [ 7246, 7665 ], [ 7666, 8039 ], [ 8040, 8307 ], [ 8308, 8443 ], [ 8444, 8534 ], [ 8534, 8801 ], [ 8802, 8914 ], [ 8915, 8960 ], [ 8960, 9132 ], [ 9132, 9329 ], [ 9330, 9553 ], [ 9553, 9722 ], [ 9722, 10025 ], [ 10025, 10389 ], [ 10390, 10465 ], [ 10466, 10721 ], [ 10722, 11179 ], [ 11180, 11285 ], [ 11286, 11449 ], [ 11450, 11673 ], [ 11674, 11793 ], [ 11794, 11805 ], [ 11806, 12185 ], [ 12186, 12825 ], [ 12825, 13024 ], [ 13025, 13041 ], [ 13042, 13203 ], [ 13203, 13424 ], [ 13425, 13477 ], [ 13477, 13510 ], [ 13510, 13587 ], [ 13587, 13634 ], [ 13634, 13728 ], [ 13728, 14034 ], [ 14034, 14146 ], [ 14146, 14469 ], [ 14470, 14621 ], [ 14621, 14709 ], [ 14709, 14973 ], [ 14973, 15284 ], [ 15284, 15792 ], [ 15792, 16164 ], [ 16165, 16280 ], [ 16280, 16410 ], [ 16410, 16667 ], [ 16667, 16810 ], [ 16810, 16945 ], [ 16946, 17136 ], [ 17136, 17371 ], [ 17371, 17457 ], [ 17457, 17552 ], [ 17553, 17884 ], [ 17884, 17953 ], [ 17953, 18065 ], [ 18066, 18260 ], [ 18261, 18378 ], [ 18378, 18510 ], [ 18510, 18710 ], [ 18710, 18934 ], [ 18935, 19309 ], [ 19310, 19422 ], [ 19422, 19556 ], [ 19557, 19558 ], [ 19558, 19626 ], [ 19627, 19661 ], [ 19662, 19670 ], [ 19671, 19678 ], [ 19679, 19690 ], [ 19691, 19704 ], [ 19705, 19716 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 36, 42 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 72, 73 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Entailment", "spans": [ 15, 17, 56, 57 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 100, 103 ] }, "nda-12": { "choice": "Entailment", "spans": [ 30, 34 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 48 ] }, "nda-3": { "choice": "Entailment", "spans": [ 15, 17 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 46 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 36, 41 ] }, "nda-8": { "choice": "Entailment", "spans": [ 43, 44 ] }, "nda-13": { "choice": "Entailment", "spans": [ 30, 33 ] }, "nda-5": { "choice": "Entailment", "spans": [ 46 ] }, "nda-4": { "choice": "Entailment", "spans": [ 36, 37, 89, 90, 97 ] } } } ], "document_type": "search-pdf", "url": "http://www.hcaiinfo.ca/Health-Care-Facility/documents/PMS/IBC-PMS-NDA-agreement.pdf" }, { "id": 128, "file_name": "IGC-Non-Disclosure-Agreement-LSE-Sample.pdf", "text": "DATED\n NON-DISCLOSURE AGREEMENT BETWEEN LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE AND [PARTY 2]\nCONTENTS\nCLAUSE\n1. DEFINITIONS AND INTERPRETATION ........................................................... 1\n2. OBLIGATIONS OF CONFIDENTIALITY ........................................................... 3\n3. RETURN OF INFORMATION ............................................................................ 4\n4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT ............................ 5\n5. WARRANTY AND INDEMNITY ......................................................................... 5\n6. TERM AND TERMINATION .............................................................................. 5\n7. ENTIRE AGREEMENT AND VARIATION ......................................................... 6\n8. NO WAIVER ...................................................................................................... 6\n9. ASSIGNMENT ................................................................................................... 6\n10. NOTICES ........................................................................................................... 7\n11. NO PARTNERSHIP ........................................................................................... 7\n12. THIRD PARTY RIGHTS .................................................................................... 7\n13. GOVERNING LAW AND JURISDICTION ......................................................... 7\nTHIS AGREEMENT is dated\nPARTIES\n(1) LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE a company limited by guarantee incorporated and registered in England and Wales with company number 70527 whose registered office is at Houghton Street, London, WC2A 2AE (\"LSE\"); and\n(2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (\u201cDefined Term For Party\u201d).\nBACKGROUND\nEach party wishes to disclose to the other party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information.\nIn consideration of the benefits to the parties of the disclosure of the Confidential Information, the parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information.\nAGREED TERMS\n1. DEFINITIONS AND INTERPRETATION\n1.1 The following definitions and rules of interpretation in this clause apply in this Agreement:\nBusiness Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.\nConfidential Information means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives including but not limited to:\n(a) The fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations;\n(b) The existence and terms of this Agreement;\n(c) Any information that would be regarded as confidential by a reasonable business person relating to:\n(i) The business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and\n(ii) The operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party; and\n(d) Any information or analysis derived from Confidential Information;\nbut not including any information that:\n(e) Is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or\n(f) Was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or\n(g) Was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or\n(h) The parties agree in writing is not confidential or may be disclosed.\nDisclosing Party means a party to this Agreement which discloses or makes available directly or indirectly Confidential Information.\nPurpose means [STATE THE PURPOSE, FOR EXAMPLE, THE EVALUATION OR ESTABLISHMENT OF A COLLABORATION IN RESPECT OF A PARTICULAR PROJECT].\nRecipient means a party to this Agreement which receives or obtains directly or indirectly Confidential Information.\nRepresentative means employees, agents, officers, advisers and other representatives of the Recipient.\n1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.\n1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns.\n1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.\n1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it.\n1.6 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.\n1.7 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule.\n2. OBLIGATIONS OF CONFIDENTIALITY\n2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall:\n(a) Warrants and undertake that it is solely responsible for ensuring that the Personal Data is processed by it in accordance with the Data Protection Act 1998 (\u201cthe Act\u201d) from the date that it is received from the Disclosing Party;\n(b) Not use or exploit the Confidential Information in any way except for the Purpose. If the Recipient proposes to use or process the Personal Data for a purpose other than the Purpose, the Recipient shall ensure that, prior to using or processing the Personal Data in such manner, it will ensure that such use or process is in compliance with the Act;\n(c) Not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; and\n(d) Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party).\n2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that:\n(a) It informs its Representatives of the confidential nature of the Confidential Information before disclosure;\n(b) It procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and\n(c) It keeps a written record of these Representatives,\nand it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement.\n2.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of this disclosure as possible.\n2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.\n2.5 No party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party's name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party.\n3. RETURN OF INFORMATION\n3.1 At the request of the Disclosing Party, the Recipient shall:\n(a) Destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information;\n(b) Erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and\n(c) Certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient. 3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed.\n4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT\n4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement.\n4.2 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information.\n4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement.\n4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement.\n5. WARRANTY AND INDEMNITY\n5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose.\n5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient.\n6. TERM AND TERMINATION\n6.1 If either party decides not to become, or continue to be involved in the Purpose with the other party it shall notify the other party in writing immediately. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two (2) years from the termination of this Agreement.\n6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled.\n7. ENTIRE AGREEMENT AND VARIATION\n7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.\n7.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract.\n7.3 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives).\n8. NO WAIVER\n8.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.\n8.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy.\n8.3 A party that waives a right or remedy provided under this Agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.\n9. ASSIGNMENT\nExcept as otherwise provided in this Agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it.\n10. NOTICES\n10.1 Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out below:\n(a) LSE: [CONTACT NAME] [ADDRESS]\n(b) [PARTY 2]: [CONTACT NAME] [ADDRESS]\nor as otherwise specified by the relevant party by notice in writing to each other party.\n10.2 Any notice shall be deemed to have been duly received:\n(a) If delivered personally, when left at the address and for the contact referred to in this clause; or\n(b) If sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or\n(c) If delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.\n10.3 [A notice required to be given under this Agreement shall not be validly given if sent by e-mail.]\n11. NO PARTNERSHIP\nNothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.\n12. THIRD PARTY RIGHTS\nA person who is not a party to this Agreement shall not have any rights under or in connection with it.\n13. GOVERNING LAW AND JURISDICTION\n13.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.\n13.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).\nThis Agreement has been entered into on the date stated at the beginning of it.\nSigned by Andrew Webb for and on behalf of LSE ....................................... Acting School Secretary\nSigned by [NAME OF DIRECTOR] for and on behalf of [NAME OF ....................................... 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In consideration of the mutual covenants contained in this Agreement, and the mutual disclosure of confidential information to each other, the parties hereby agree to the following:\n1. Definitions\n(a) \"Confidential Information\" means non public information that the Disclosing Party either designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. \"Confidential Information\" includes, without limitation, information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to the Receiving Party by any Disclosing Party subsidiary and/or agents is also covered by this Agreement.\n(b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed or acquired legitimately by Receiving Party.\n(c) \"Confidential Materials\" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable.\n(d) \u201cDisclosing Party\u201d is the party disclosing the Confidential Information and/or the Confidential Materials.\n(e) \u201cReceiving Party\u201d is the party in receipt of the Confidential Information and/or the Confidential Materials.\n2. Restrictions\n(a) Receiving Party shall not disclose any Confidential Information to any third parties for three (3) years following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party's consultants as set out below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that the Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure.\n(b) Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Materials only to Receiving Party's employees or bona-fidae consultants on a need-to-know basis. Receiving\nParty will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable them to comply with all the provisions of this Agreement.\n(c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarised, or distributed only in pursuance of the Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent the danger of accidental disclosure.\n(d) Receiving Party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party.\n3. Rights & Remedies\n(a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will co-operate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorised use.\n(b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials, or at Disclosing Party's option, certify destruction of the same in writing to Disclosing Party.\n(c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such compensation as may be deemed proper by a court of competent jurisdiction.\n(d) Disclosing Party may visit Receiving Party's premises, with reasonable prior notice and during normal business hours, to review Receiving Party's compliance with the Terms of this Agreement.\n4. Miscellaneous\n(a) All Confidential Information and Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information.\n(b) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or from work with such Confidential Information, provided that either party shall maintain the confidentiality of the Confidential Information as provided herein. The terms \"residuals\" means information in non-tangible form, which may be retained by persons who have access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents.\n(c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorised officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.\n(d) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers fees. This Agreement shall be construed under the laws of England and Wales.\n(e) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns.\n(f) If any provision of this Agreement shall be held by a Court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.\n(g) All obligations created by this Agreement shall survive change or termination of the parties' business relationship.\nEXECUTED BY :\nFor and on behalf of ____________________________________________________\nBy :\nFull Name : ___________________________________________________\nDate : ___________________________________________________\nFor and on behalf of Infomagnet Ltd.\nBy : ___________________________________________________\nFull Name : ___________________________________________________\nTitle : ___________________________________________________\nDate : ___________________________________________________\n", "spans": [ [ 0, 23 ], [ 23, 32 ], [ 33, 285 ], [ 285, 358 ], [ 358, 372 ], [ 372, 553 ], [ 554, 568 ], [ 569, 789 ], [ 789, 1138 ], [ 1138, 1279 ], [ 1280, 1349 ], [ 1349, 1480 ], [ 1480, 1600 ], [ 1600, 1766 ], [ 1766, 1842 ], [ 1843, 2063 ], [ 2064, 2174 ], [ 2175, 2287 ], [ 2288, 2303 ], [ 2304, 2548 ], [ 2548, 2777 ], [ 2778, 2984 ], [ 2984, 3151 ], [ 3151, 3160 ], [ 3161, 3347 ], [ 3348, 3591 ], [ 3591, 3757 ], [ 3758, 3871 ], [ 3872, 3892 ], [ 3893, 4333 ], [ 4334, 4573 ], [ 4574, 4889 ], [ 4890, 5084 ], [ 5085, 5101 ], [ 5102, 5221 ], [ 5221, 5441 ], [ 5442, 5653 ], [ 5653, 5914 ], [ 5914, 6127 ], [ 6127, 6289 ], [ 6289, 6413 ], [ 6414, 6529 ], [ 6529, 6659 ], [ 6659, 6916 ], [ 6916, 7058 ], [ 7059, 7238 ], [ 7238, 7308 ], [ 7309, 7475 ], [ 7476, 7670 ], [ 7671, 7791 ], [ 7792, 7805 ], [ 7806, 7827 ], [ 7827, 7879 ], [ 7880, 7884 ], [ 7885, 7948 ], [ 7949, 8007 ], [ 8008, 8044 ], [ 8045, 8050 ], [ 8050, 8101 ], [ 8102, 8165 ], [ 8166, 8225 ], [ 8226, 8284 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 27 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 34, 35 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 8, 15, 38, 39 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-19": { "choice": "Entailment", "spans": [ 37, 49 ] }, "nda-12": { "choice": "Entailment", "spans": [ 10, 11, 12, 13, 14, 36 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 30 ] }, "nda-3": { "choice": "Contradiction", "spans": [ 15, 38, 39 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 22 ] }, "nda-17": { "choice": "Entailment", "spans": [ 25 ] }, "nda-8": { "choice": "Entailment", "spans": [ 20 ] }, "nda-13": { "choice": "Entailment", "spans": [ 10, 11, 12, 13, 14, 36 ] }, "nda-5": { "choice": "Entailment", "spans": [ 22 ] }, "nda-4": { "choice": "Contradiction", "spans": [ 37 ] } } } ], "document_type": "search-pdf", "url": "https://www.infomagnet.com/sites/default/files/INFOMAGNET%20NDA.pdf" }, { "id": 131, "file_name": "IPTK-CO-MutualNon-DisclosureAgreement.pdf", "text": "Mutual Non-Disclosure Agreement\nThis Mutual Non-Disclosure Agreement (this \u201cAgreement\u201d) is made and entered into on , 20 , (the \u201cEffective Date\u201d) by and between [entity] (\u201cCOMPANY X\u201d) having offices located at [address], and [entity] (\u201cCOMPANY Y\u201d) having offices located at [address]. COMPANY X and COMPANY Y may be referred to individually as a \u201cParty,\u201d or collectively as the \u201cParties.\u201d Each Party may disclose information (and in that case be a \u201cDiscloser\u201d) and receive information (and in that case be a \u201cRecipient\u201d) under this Agreement.\nRecital:\nCOMPANY X and COMPANY Y wish to pursue a working relationship. In the course of exploring and in connection with such relationship, it may be necessary for each Party to disclose or make available certain Confidential Information as that term is defined below.\nNOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES MADE HEREIN, ALONG WITH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:\n 1. Purpose. This Agreement is made for the purpose of [insert purpose] (the \u201cPurpose\u201d).\n2. Confidential Information.\na. \u201cConfidential Information\u201d shall mean all confidential, proprietary and trade secret information and materials, whether in written, oral, visually, electronic or another format (including, for example, demonstrations, models or proto-types, software, computer tapes, audio or video tapes or recordings, other media), and whether intentionally disclosed or observed inadvertently, includ-ing, but not limited to, the following: [insert specific description if possible]; research, product plans or other information regarding the Discloser\u2019s prod-ucts or services and markets therefor, customer lists and customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information; information of a confidential, sensitive, non-public, or personal nature, including information belonging to a third party or for which the Company owes a duty of confidentiality; any other Company proprietary or confidential information, including but not limited to any materials or any oral and written communications between the parties marked \u201cconfidential,\u201d \u201cproprietary\u201d or similarly marked; or any materials which a reasonable person would recognize from the surrounding facts and circumstances to be proprietary or confidential.\nb. The Confidential Information that must be protected under this Agreement in-cludes (i) tangible information (such as written materials, models, and/or speci-mens) identified as being Confidential Information by an appropriate, conspicuous legend (such as \u201cConfidential\u201d or \u201cProprietary\u201d); (ii) information in oral or visual form that is identified as being Confidential Information at the time of disclosure and confirmed in writing as Confidential Information within fourteen (14) days after the disclosure; or (iii) information that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered to be Confidential Information\n3. Limitations. Confidential Information shall not include information that:\na. is or becomes known publicly through no fault of the Recipient; or\nb. is learned by the Recipient from a third party not under an obligation of confi-dence to the Discloser and who has legitimate and legal possession of the informa-tion; or\nc. is already known to the Recipient before receipt from the Discloser as can be proven by written records; or\nd. is independently developed by employees or consultants of the Recipient who did not have access to any Confidential Information received;\ne. is free of confidentiality restrictions by written agreement of the Discloser.\n4. Nondisclosure. Except as described elsewhere in this Agreement, the Recipient and those of its employees, officers, agents and affiliates permitted access hereunder will hold the Confidential Information in confidence and will take all necessary steps to pre-serve the confidential and proprietary nature of the Confidential Information. Without limiting the foregoing, the Recipient (1) will not disclose any Confidential Information to persons within its organization who do not have a need to know in order for the Recipient to engage in the Purpose; (2) will not disclose any Confidential Information to any person outside of its organization unless such person has a need to know in order for the Recipient to engage in the Purpose, and such person is bound by fiduci-ary or contractual duties of confidentiality to the Recipient that are at least as stringent as those contained in this Agreement; (3) will, if reasonably required, cause each of the Recipient\u2019s employees, officers, agents, affiliates and attorneys who have access to the Confidential Information to sign a confidentiality and non-disclosure agreement, for the benefit of the Discloser, containing terms at least as stringent as those contained in this Agreement, and, in any event, advise all of its employees, officers, agents, and affiliates of the confidential and proprietary nature of the Confidential Information; and (4) in all instances, exercise at least the same degree of care to maintain the secrecy of the Con-fidential Information as the Recipient exercises to protect its own most valuable trade secrets, but in no case less than reasonable care.\n5. Exception. If the Recipient is required by order of any court or other government or regulatory agency to disclose any Confidential Information belonging to any Dis-closer, it shall provide all Parties with prompt written notice within 3 business days of any such requirement so that the Parties whose Confidential Information is at risk may seek a protective order or take other appropriate action. Upon the request and at the expense of the requesting Party, the other Parties will reasonably cooperate with the requesting Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Subject to the foregoing requirements, it shall not be a breach of this Agreement for a Recipi-ent to disclose Confidential Information if such disclosure is: (a) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof; (b) otherwise required by law; or (c) necessary to establish the Discloser\u2019s\nrights under this Agreement.\n6. Term. This Agreement applies to any Confidential Information that may have been provided by either Party before or after the Effective Date, and will continue to govern all disclosures of Confidential Information, until terminated on thirty (30) days writ-ten notice by either Party to the other, except that each Party\u2019s obligations relating to Confidential Information disclosed prior to termination will continue for so long as the Confidential Information remains confidential and proprietary.\n7. No Transfer. All Confidential Information disclosed by any Party shall remain the property of the Discloser. This Agreement does not confer any license, right, interest, or title in or to Confidential Information other than as expressly set forth in this Agree-ment. Further, the Parties agree that the Recipient shall use any and all Confidential Information received from the Discloser solely for the Purpose and no other use may be made without the Discloser\u2019s prior written consent, which shall be granted or with-held in its sole discretion.\n8. Protection. Each Party agrees to protect Confidential Information provided to it by the Discloser with at least the same degree of care as it protects its own confidential, proprietary, and/or trade secret information and shall promptly advise the Discloser, in writing, of any misappropriation or misuse, of which it becomes aware, of Confidential Information by any person.\n9. Personnel. Each Party may use the same personnel who receive Confidential Infor-mation under this Agreement on other projects similar to the Purpose so long as such Party does not breach the confidentiality of this Agreement.\n10. Return of Information. Upon the written request of the Discloser, the Recipient shall either destroy or return to the Discloser any and all Confidential Information in the Recipient\u2019s possession, except for one copy, which copy may be retained for archival purposes in a secure file. All copies of Confidential Information forwarded in error by any Discloser shall be destroyed in their entirety without the Recipient retaining an archival copy.\n11. Warranty. Each Party warrants that it has the right to disclose all of the Confidential Information it discloses, but does not otherwise make any representation as to the ac-curacy, suitability, or completeness of such Confidential Information. The Discloser will not be liable to the Recipient for any damage resulting from any use of the Confidential Information by the Recipient. All Confidential Information of the Discloser shall remain the exclusive and sole property of such Party. This Agreement grants no rights of ownership, licenses, and/or any other intellectual property rights, nor does it create any agency, partnership, joint venture or any other relationship not expressly stated herein.\n12. No Assignment. Neither Party shall transfer or assign any rights or delegate any ob-ligations herein, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the above, either Party shall have the right to assign this Agreement and the obligations hereunder to any successor-in-interest by way of a merger, acquisi-tion, or sale of all or substantially all of that Party\u2019s assets on condition that the assign-ee of this Agreement will assume all obligations and liability of the assignor under or in connection with this Agreement and agrees to be bound by the terms and conditions of this Agreement.\n13. Savings. If any provision or covenant of the Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, the validity, legality or enforceability of the remaining provisions or covenants of this Agreement shall be unaffected.\n14. Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to this subject matter, is valid if signed within forty-five (45) days after the Effective Date, and supersedes all prior understandings whether written or oral. Further modifications may be made if in writing and signed by authorized repre-sentatives of both Parties.\n15. Injunctive Relief. Each Party agrees that the wrongful disclosure of Confidential In-formation may cause irreparable injury that is inadequately compensable by monetary damages. As such, either Party may seek injunctive relief in any court of competent jurisdiction for the breach and/or the threatened breach of this Agreement in addition to any other remedies it may seek at law or equity, and the Recipient will not raise the defense of an adequate remedy at law.\n16. Indemnification. Each Party shall fully indemnify the other against any and all ac-tions, claims, liability, costs, damages, charges and expenses suffered or incurred in connection with or arising out of any breach by a Party of any of the provisions of this Agreement, or by any unauthorized disclosure or use of Confidential Information by a third party or by any employee of any Party to whom Confidential Information has been disclosed or who has been allowed access thereto. Each Party acknowledges and confirms that a breach of its obligations hereunder cannot be compensated adequately solely by an award of damages or indemnity or other pecuniary remedy, and that the non-breaching Party shall also be entitled in the event of any such breach to the rem-edies of injunction, specific performance, and/or other equitable relief in respect of any such breach. Nothing herein shall be construed as a waiver by either Party of any of its rights including rights to damages or indemnity or other pecuniary remedy.\n17. Attorneys\u2019 Fees. In any action to enforce, arising under, and/or relating to this Agreement, the prevailing party as determined by the court or other body with jurisdic-tion by agreement of the Parties, shall be entitled to recover from the other Party, in addition to all other awards and remedies to which it is entitled, its reasonable attor-neys\u2019 fees and costs incurred in connection with such action.\n18. Governing Law. This Agreement shall be construed in accordance with the laws of the State of [state] without regard to any conflict of law principles.\n19. Counterparts. This Agreement may be executed in counterparts, and constitutes the entire agreement of the Parties as to the Confidential Information being disclosed and supersedes all prior or contemporaneous agreements, whether oral or written, be-tween the parties. If any Confidential Information is made available by accessing either Party\u2019s Web site, this Agreement shall govern such Confidential Information without regard to any terms of use, \u201cclick wrap\u201d agreement, or any similar agreement contained thereon.\nNOW, THEREFORE, intending to be bound hereby, the Parties have executed or have caused this Agreement to be executed by their duly authorized officers.\nACCEPTED AND AGREED:\n[COMPANY X] [COMPANY Y]\nBy: By:\nName: Name:\nTitle: Title:\n", "spans": [ [ 0, 22 ], [ 22, 31 ], [ 32, 285 ], [ 285, 389 ], [ 389, 542 ], [ 543, 551 ], [ 552, 560 ], [ 560, 615 ], [ 615, 812 ], [ 813, 1022 ], [ 1023, 1024 ], [ 1024, 1036 ], [ 1036, 1111 ], [ 1112, 1140 ], [ 1141, 2484 ], [ 2485, 2571 ], [ 2571, 2777 ], [ 2777, 3000 ], [ 3000, 3171 ], [ 3172, 3188 ], [ 3188, 3248 ], [ 3249, 3318 ], [ 3319, 3492 ], [ 3493, 3603 ], [ 3604, 3744 ], [ 3745, 3826 ], [ 3827, 3845 ], [ 3845, 4168 ], [ 4168, 4214 ], [ 4214, 4384 ], [ 4384, 4734 ], [ 4734, 5228 ], [ 5228, 5465 ], [ 5466, 5480 ], [ 5480, 5869 ], [ 5869, 6145 ], [ 6145, 6304 ], [ 6304, 6428 ], [ 6428, 6462 ], [ 6462, 6504 ], [ 6505, 6533 ], [ 6534, 6543 ], [ 6543, 7034 ], [ 7035, 7051 ], [ 7051, 7147 ], [ 7147, 7305 ], [ 7305, 7584 ], [ 7585, 7600 ], [ 7600, 7963 ], [ 7964, 7978 ], [ 7978, 7983 ], [ 7983, 8192 ], [ 8193, 8220 ], [ 8220, 8481 ], [ 8481, 8642 ], [ 8643, 8657 ], [ 8657, 8892 ], [ 8892, 9030 ], [ 9030, 9136 ], [ 9136, 9351 ], [ 9352, 9371 ], [ 9371, 9619 ], [ 9619, 10077 ], [ 10078, 10091 ], [ 10091, 10354 ], [ 10355, 10377 ], [ 10377, 10621 ], [ 10621, 10727 ], [ 10728, 10751 ], [ 10751, 10910 ], [ 10910, 11198 ], [ 11199, 11220 ], [ 11220, 11683 ], [ 11683, 12069 ], [ 12069, 12219 ], [ 12220, 12241 ], [ 12241, 12630 ], [ 12631, 12650 ], [ 12650, 12785 ], [ 12786, 12804 ], [ 12804, 13058 ], [ 13058, 13307 ], [ 13308, 13459 ], [ 13460, 13480 ], [ 13481, 13504 ], [ 13505, 13512 ], [ 13513, 13524 ], [ 13525, 13538 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 44, 45, 58, 59 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 14 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 14, 15, 18 ] }, "nda-19": { "choice": "Entailment", "spans": [ 42 ] }, "nda-12": { "choice": "Entailment", "spans": [ 20, 24 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 53 ] }, "nda-3": { "choice": "Entailment", "spans": [ 14, 15, 17 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 27, 28, 29, 30 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 34 ] }, "nda-13": { "choice": "Entailment", "spans": [ 20, 22 ] }, "nda-5": { "choice": "Entailment", "spans": [ 27, 28, 29, 30 ] }, "nda-4": { "choice": "Entailment", "spans": [ 46 ] } } } ], "document_type": "search-pdf", "url": "http://cobaltlaw.com/wp-content/uploads/IPTK-CO-MutualNon-DisclosureAgreement.pdf" }, { "id": 132, "file_name": "Inaturals_NDA.pdf", "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Confidentiality Agreement is between_______________________ (\u201cCustomer\u201d) located at_____________________________________________ and INaturals (\u201cCompany\u201d). WHEREAS, the parties mutually desire to engage in discussions concerning business, technical and/or marketing cooperation; and WHEREAS, during the course of such discussions, the parties may disclose to each other certain Confidential Information (as defined below);\nNOW, THEREFORE, in consideration of their mutual undertakings, the parties agree as follows:\n1. A party to this Agreement receiving Confidential Information \u201cRecipient\u201d agrees to retain such Confidential Information in stricte confidence and not to disclose it to any third party or use such Confidential Information for any purpose other than the purposes set forth in this Agreement. \u201cConfidential Information\u201d shall mean information related to the development of natural ingredients products including research, trade secrets, prototypes, formulas, processes, techniques, marketing programs, price information, product lists, technology, business plans, intellectual property and financial information, whether written or oral. The Recipient will communicate such information only to such employees and contractors or agents who have a need to know such information, and only to such employees and contractors or agents having written agreements with the Recipient obligating them to keep such information confidential.\nThe obligation of confidentiality and non-use shall not apply to information which:\na) Information already in the receiving party\u2019s possession at the time of disclosure; receiving parties trade secrets or experienced knowledge in processing and development of natural ingredients.\nb) At the time of disclosure is in the public domain or that subsequently becomes available to the general public other than as a consequence of a breach of this agreement;\nc) Information received by either party from a third party which, to the receiving party\u2019s knowledge, was not under an obligation to maintain the confidentiality of the information and did not acquire such information from either Client or Company, or\nd) Is required by law to be disclosed.\n2. Each party agrees that it will not, without the previous written consent of the other party, use or disclose to any person, firm, company, partnership or corporation, the Confidential Information of the other party.\n3. The parties agree that the unauthorized use or disclosure of Confidential Information would cause permanent, irreparable damage to the business and property of the party to which it belongs. In the event that either party is required to disclose Confidential Information pursuant to judicial or administrative process in connection with any action, suit or proceeding, that party will give prompt notice to the party to whom the Confidential Information belongs and will make a good faith effort to obtain confidential treatment of the information in the action, suit or proceeding.\n4. The obligations of confidentiality and non-use shall be in effect for a period of three (3) year following disclosure, and shall be binding upon the parties\u2019 heirs, successors in interest, or assigns. Upon request, each party shall promptly return all documents or other tangible property containing Confidential Information furnished by the other or shall destroy any Confidential Information in tangible form in its possession.\n 5. The parties are the owners or exclusive licensees of protected intellectual property, including but not limited to trademarks, patents and copyrights.\n6. The parties agree no disclosure of information including or relating to such intellectual property shall be deemed a transfer or assignment of such intellectual property, nor shall any such disclosure of information be deemed a grant or waiver of any rights or privileges with respect to such intellectual property under applicable law, including but not limited to the right to prevent infringement by the unauthorized use, publication, or disclosure of such intellectual property.\n7. Upon written request from the other party, each party agrees to return or destroy all the other party\u2019s Confidential Information, together with all copies or reproductions thereof.\n8. This agreement shall be binding on the parties hereto and their respective subsidiaries, affiliates, divisions, officers, directors, agents, employees, successors and assigns.\n9. This Agreement shall be governed by French Law. Any dispute arising out of this Agreement shall be exclusively submitted to the Courts of Paris, France.\n10. This Agreement may not be assigned by either party without the advance written permission of the other party.\n11. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof.\nIN WITNESS WHEREOF, the parties here to have executed this Agreement by their duly authorized representatives.\nCustomer INaturals SAS\nCustomer address\nBy: Leila FALCAO\nBy: ______________________\nTitle: CEO/Founder\nTitle: _______________________\nSignature: ___________________\nSignature: ___________________\nDate: _______________________\n", "spans": [ [ 0, 44 ], [ 45, 66 ], [ 66, 110 ], [ 110, 131 ], [ 131, 206 ], [ 206, 472 ], [ 473, 565 ], [ 566, 859 ], [ 859, 1204 ], [ 1204, 1495 ], [ 1496, 1579 ], [ 1580, 1776 ], [ 1777, 1949 ], [ 1950, 2201 ], [ 2202, 2240 ], [ 2241, 2459 ], [ 2460, 2654 ], [ 2654, 3045 ], [ 3046, 3250 ], [ 3250, 3478 ], [ 3479, 3480 ], [ 3480, 3633 ], [ 3634, 4119 ], [ 4120, 4303 ], [ 4304, 4482 ], [ 4483, 4534 ], [ 4534, 4638 ], [ 4639, 4752 ], [ 4753, 4867 ], [ 4868, 4978 ], [ 4979, 5001 ], [ 5002, 5018 ], [ 5019, 5035 ], [ 5036, 5040 ], [ 5040, 5062 ], [ 5063, 5081 ], [ 5082, 5089 ], [ 5089, 5112 ], [ 5113, 5124 ], [ 5124, 5143 ], [ 5144, 5155 ], [ 5155, 5174 ], [ 5175, 5181 ], [ 5181, 5204 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 23 ] }, "nda-15": { "choice": "Entailment", "spans": [ 21 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 8 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 23 ] }, "nda-3": { "choice": "Entailment", "spans": [ 8 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 9 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 17 ] }, "nda-13": { "choice": "Entailment", "spans": [ 10, 13 ] }, "nda-5": { "choice": "Entailment", "spans": [ 9 ] }, "nda-4": { "choice": "Entailment", "spans": [ 7, 15 ] } } } ], "document_type": "search-pdf", "url": "http://www.inaturalscience.com/wp-content/uploads/2018/10/Inaturals_NDA.pdf" }, { "id": 133, "file_name": "JB-Machine-LLC-NDA-1.pdf", "text": "NON-DISCLOSURE AGREEMENT\n_________________________________________________________\nThis Non-Disclosure Agreement (hereinafter referred to as: \u201cContract\u201d or \u201cAgreement\u201d) was freely stipulated and entered into without any pressure or duress whatsoever as of (insert effective date), between:\nJB Machine LLC, having primary place of residence at 14309 Toepperwein rd ste 403 San Antonio, TX 78233 (hereinafter referred to as \u201cRecipient\u201d or \u201cCompany\u201d),\nAnd\n(Recipient), having primary place of residence at ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ (hereinafter referred to as \u201cOwner\u201d or \u201cClient\u201d),\n(Collectively referred to as: \u201cParties\u201d, \u201cContractors\u201d)\nBoth of whom hereby agree to be bound and abide by the provisions stated in this agreement Thereby, the Client desires to protect his legitimate rights of confidentiality regarding the business that the Client owns and operates. The Recipient of confidential information has agreed to keep the information shared by the Client, which may be, connected to doing business with the Company, confidential in nature or otherwise important for the Client.\n The Company respects the legitimate interests of the Client, and is willing to abide by the terms set out in this contract.\n Both parties agree that there is no weaker party in this agreement, as both parties have had equivalent bargaining powers prior to formation of this contract.\nTherefore, in consideration and respect to all the mutually stipulated provisions, promises and obligations made by the Parties in this specific Contract, the Parties covenant and agree as follows:\nSOURCE OF INFORMATION\nThe information received by the Recipient is primarily from execution of a standalone contract connected to the Recipient\u2019s business. The Recipient is, by all objective standards a legitimate and legally bound private entity established under applicable US law.\nWithin the scope of the business activity of the Recipient, who works and operates in the manufacturing and wholesale business, the existent agreement between the parties, more specifically, its execution does require certain confidential information from the Owner.\nCONFIDENTIAL INFORMATION\nFor the purposes of this Agreement, the term \u201cConfidential information\u201d (abbreviated: \u201cinformation\u201d) means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is generally not known to anyone but the Owner, and which the Recipient is to obtain by fulfilling his/hers duties.\nThe term is also to be used for information, metric units, useful designs, technical data, expertise, descriptions, plans, schemes, sketches, or other information, which is proprietary to the Owner of the classified information.\nConfidential information will include any information provided, directly or indirectly, by the owner, as well as information regarding various parameters of performance, procedure or other relevant characteristic, which is tied to the relevant position. Confidential information also includes any information of the owner and a third party with which the Owner deals, including, but not limited to: financial information, business records, plans, trade secrets, product ideas, technical data of any type, contracts, billing records, pricing structure, discounts, property, investments, strategic alliances, partnerships, customer or client lists. The nature of the information and manner of the disclosure are such that a reasonable person would understand to be confidential.\nConfidential information is also to include information, which is not to be clearly classified as such, and are connected to the execution of contract on behalf of the Recipient of confidential information.\nEXCEPTIONS FROM CONFIDENTIAL INFORMATION\nThe Term \u201cConfidential information\u201d does NOT include:\n- Matter of public or otherwise freely accessible knowledge, resulting from direct disclosure by the Owner\n- Information rightfully received by the Recipient from a Third party without any duty of confidentiality\n- Independently developed information on behalf of the Recipient\n- Already disclosed information for the purposes of court or civil proceedings, respecting the principle of \u201cminimal disclosure\u201d\n- Information disclosed on behalf of the Recipient with prior written or oral ascent from the Owner\nOBLIGATION OF PROTECTION\nThe Recipient hereby understand the sensitive nature of the information, and thus acknowledges that the information is a valuable, special and unique asses proprietary to the Owner, which provides the Owner with a significant competitive advantage, and thus needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of information, the Recipient agrees to:\n- Hold the information in confidence and will not, in any way, disclose the information to any person or entity without prior written ascent of the Owner\n- Not copy or, in any way, modify any information without the prior written ascent of the Owner\n- The Recipient is to promptly advise the Owner if the Recipient becomes aware of an possible unauthorized disclosure or use of the information\n- The Recipient is not to disclose any information to any employees of the Recipient, aside from the employees required\n- To have the information in order to perform their job duties in connection with the limited purposes of this Agreement. Each authorized Employee to whom confidential information is disclosed shall sign a non-disclosure agreement substantially same as this agreement upon request of the Owner.\nPROTECTION OF INTEREST. DISPOSAL OF INFORMATION\nThe Recipient is to protect any type of information, whether fitting the definition of \u201cconfidential information\u201d or not, if he or she believes that disclosing this information may lead to a loss or damage of any kind to the Owner. The Recipient is to dispose of paperwork, data, discs, memory cards, e-mails or any copies of modifications made upon previous written ascent from the Owner in a manner prescribed by the Owner\u2019s disposal of information policy. The Recipient shall be informed on the protocols of discarding or disposing of any tangible medium upon request.\nRIGHT TO INJUCTIVE RELIEF\nIf it appears that the Recipient has, or has threatened to, disclose any confidential information in violation of this Agreement\u2019s provisions, the owner shall be entitled to an injunctive relief restraining the Recipient form further or any such disclosure. The Owner is not limited to seeking any other forms of legal remedy in sole discretion and as seen fit by the Owner.\nNON-CIRCUMVENTION\nFor a period of (insert number) years after the end of the term of this Agreement, the Recipient is not to attempt to do business with, or otherwise solicit any business contracts found or otherwise referred by Owner to Recipient for the purpose of circumventing, the result of which shall be to prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the Owner. If any circumvention is to occur, the Owner is to be entitled to any commission due pursuant to this Agreement, or relating to such transaction.\nTHE RIGHT TO FORGET. DISCRETIONAL RIGHTS OF THE OWNER\nAll records obtained by the recipient which are not meant to be returned to the Owner, unless to be used for further production or future business, are to be deleted and destroyed.\nThe Owner of confidential information shall inform the Recipient in writing (unless explicitly stated in this contract) on which information can be securely kept, which are to be destroyed and which are to be returned.\nRETURN OF CONFIDENTIAL INFORMATION\nOn demand, at any time and at any event which may occur the Recipient is obliged to immediately deliver to the Owner all the date, manuals, lists, notes, writings, product lists, photocopies, recordings, disks or other material (including duplicates and/or copies of any such property and/or material) concerning the work at hand. The Recipient understands and respects that the Owner has all proprietary rights to these materials, and that these materials are entrusted to the Recipient on basis of execution of contract tied to this Non-disclosure agreement.\nSTATUS\nThe parties understand that they are not partners or agents, and stress that both parties are to form this contract, as a result of the confidentiality needed in regards to the proper execution of a standalone contract tied to this Non-disclosure agreement. Neither party has an obligation to purchase products or services from the other party. The Recipient understands the implied limitation of offering products or services created by the Recipient resulting from misuse of the received confidential information.\nDAMAGES DUE TO DISCLOSURE\nDisclosure of these materials, whether willingly, by default, negligence or failure to comply with the organizational orders by the Owner or an authorized agent thereof may give the right of redress to the Owner. The Recipient understands that further legal remedies may be taken against him/her because of any harm or loss suffered by the Owner of the confidential information because of the disclosure.\nNON-SOLICITATION AND NON-COMPETITION\nIn consideration of the experience, know-how, training and other vital organizational or market knowledge, which is to be acquired through working for the Owner, the Employee hereby promises that he/she will NOT, either during the employment or for a period of time of (insert number of years \u2013 usually up to two years) consecutive years (months) after termination of employment, directly or indirectly, for the sake of the Employee or for any third party, accept employment or in any other way, directly or indirectly, engage in business activities which are of direct competition to the Owner. In this period, the Recipient further promises NOT TO solicit any current or potential customer of the Owner identified in the duration of the employment with the Owner, or otherwise divert, or attempt to do so, any business from the Owner. The relevant geographical area to which this provision is applicable is the regular place in which the Owner solicits and conducts business, and/or any area to which, as far as the Recipient\u2019s knowledge is, the Owner has plans of future expansion, investment and establishment of another business, which is tied to this business. Both parties are compliant that the time and territorial scope of this Subsection is reasonable, and proportionate with the specifications of the duties the Employee is obliged to conduct, as regulated in this Agreement, and that the restrictions are further reasonable given the Recipient\u2019s access to the Owner\u2019s experience, training programmers, organizational or market knowledge, know-how and insider information which is to be acquired during the employment. If a court of law under the applicable jurisdiction this Agreement is to be revised under deems this subsection unreasonable, it is to be changed by either a constructive judgment or operation of law, in order to ensure the maximal protection of the Owner\u2019s rights and interests. The Recipient hereby agrees that in case of judicial interpretation of this clause, the Owner\u2019s interest are to be protected in the full extent on this issue, as permitted by applicable law. In the event of non-compliance, default or breach of this provision, the Recipient agrees to penalties (if the damage can be determined) or discretional legal claims (if the damage is undeterminable) under the \u201cDamages\u2019 subsection of this Agreement.\nLIMITATION OF WARRANTY\nThe Recipient is aware that the information is provided \u201eas is\u201c. The OWNER DOES NOT MAKE ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE FURTHER LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING FROM THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Owner neither represents or warrants that any product, busines plans or any other information relating to the Business will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential information is to be solely at the Recipient\u2019s own risk.\nLICENSING PROVISIONS.\nThe recipient shall not acquire any intellectual property rights under this Agreement, except the right to limited used of information as set forth and specified above. The Recipient acknowledges and understands that, as between the Owner and the Recipient, the informaiton and all related intellectual property rights are, and shall, at all times, be, the property of the Owner, even if suggestions, comments, or ideas made by the Recipient are incorporated into the confidential information or related materials during the validity of this Agreement.\nINDEMNIFICATION\nThe parties agree to defend, indemnify and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives and employees from any and all third party claims, demands, liabilities, cost and expenses, including reasonable attorney\u2019s fees, costs and expenses resulting from the indemnifying party\u2019s material breach of any duty, representation or warranty as per this Agreement.\nATTORNEY\u2019S FEES\nThe prevailing party shall be entitled to recover reasonable attorney\u2019s fees and costs in case any legal action between the parties concerning this Agreement is to be taken.\nRELEVANT TERM\nThe obligations of this Agreement are to survive 2 years form the effective date or until the owner sends the Recipient written notice releasing the Recipient from this Agreement. After that, the Recipient is to continue to protect the information received during the term of this Agreement from unauthorized use or disclosure indefinitely.\nSEVERABILITY. CONTINUITY.\nThis Agreement represents the complete understanding and consensus of the Parties in this Non-Disclosure Agreement, and thus shall supersede all previous oral or written agreements, regarding the subject matter regulated herein. Obligations on behalf of the Recipient under this agreement is to be voided by means of written notice of the Owner of confidential information, aside from the \u201cRelevant Term\u201d subsection, which is to survive voiding of any rights or termination of this Agreement. This Agreement may be terminated by means of written notice of the Owner or by end of the contractual relationship to which this Non-disclosure agreement undoubtedly ties to the execution of a contract related to this Non-disclosure agreement\nAll unilateral modifications of the terms of this Agreement are invalid, except for the written notices by the Owner on voiding obligations of the Recipient or terminating this Agreement. Any other changes are subject to consensus by both Parties, and are to be done by renewal, addendum, modification or other instrument recognized by applicable law.\nDISPUTE RESOLUTION. JURISDICTION\nThe Parties agree to solve all disputes or controversies, including those arising from termination of contract in a manner other than filing court actions. Alternative dispute-resolution prevents statute barring of the rights and obligations arising from this Agreement. If these dispute-resolving methods prove unsuccessful, they are to commence court proceedings.\nThis Agreement shall be governed by and construed in accordance with the jurisdiction of the primary place of business the Owner resides. All disputes or litigation arising from the content of this contract or its execution will be therefore processed in the respective jurisdiction of the Owner\u2019s place of business.\nPRO-VALIDITY CLAUSE\nIf any provision of this Agreement is, or is to be found by an appropriate authority, unenforceable under governing law, that will not affect the enforceability of any other provisions of this Agreement. Statutory provisions by US State of Florida Law will govern all aspects of NDA Agreement, which have not been regulated by the provisions of this agreement.\nDAMAGES\nIf damages, resulting as a breach of Terms on behalf of the Recipient cannot be determined, the Owner has the right, in his/her sole discretion, to seek legal remedy amounting in the maximum amount of (set maximum amount), including all reasonable litigation expenses, court costs and reasonable attorney\u2018s fees.\nINTERPRETATION GUIDELINES\nThis contract is freely stipulated and solemnized by both parties, who have an equal position in negotiating the terms therein. The contract is not to be interpreted in favor of the party who/which had not drafted it, as it is a freely established relationship between two equal parties under applicable US, State of Texas applicable Law.\nIN WITNESS WHEREOF, both Parties have concluded and agree to sign this Contract, personally or by their respective authorized agent, as of the day and year set forth above.\nRECIPIENT OWNER\n__________________ __________________\n", "spans": [ [ 0, 24 ], [ 25, 82 ], [ 83, 103 ], [ 103, 289 ], [ 290, 448 ], [ 449, 452 ], [ 453, 503 ], [ 503, 579 ], [ 579, 655 ], [ 655, 731 ], [ 731, 780 ], [ 781, 836 ], [ 837, 928 ], [ 928, 1066 ], [ 1066, 1286 ], [ 1287, 1288 ], [ 1288, 1411 ], [ 1412, 1413 ], [ 1413, 1571 ], [ 1572, 1769 ], [ 1770, 1791 ], [ 1792, 1926 ], [ 1926, 2053 ], [ 2054, 2320 ], [ 2321, 2345 ], [ 2346, 2685 ], [ 2686, 2914 ], [ 2915, 3169 ], [ 3169, 3562 ], [ 3562, 3691 ], [ 3692, 3898 ], [ 3899, 3939 ], [ 3940, 3993 ], [ 3994, 4100 ], [ 4101, 4206 ], [ 4207, 4271 ], [ 4272, 4400 ], [ 4401, 4500 ], [ 4501, 4525 ], [ 4526, 4832 ], [ 4832, 4922 ], [ 4923, 5076 ], [ 5077, 5172 ], [ 5173, 5316 ], [ 5317, 5436 ], [ 5437, 5559 ], [ 5559, 5731 ], [ 5732, 5756 ], [ 5756, 5779 ], [ 5780, 6012 ], [ 6012, 6239 ], [ 6239, 6351 ], [ 6352, 6377 ], [ 6378, 6636 ], [ 6636, 6752 ], [ 6753, 6770 ], [ 6771, 7197 ], [ 7197, 7341 ], [ 7342, 7363 ], [ 7363, 7395 ], [ 7396, 7576 ], [ 7577, 7795 ], [ 7796, 7830 ], [ 7831, 8162 ], [ 8162, 8391 ], [ 8392, 8398 ], [ 8399, 8657 ], [ 8657, 8744 ], [ 8744, 8914 ], [ 8915, 8940 ], [ 8941, 9154 ], [ 9154, 9345 ], [ 9346, 9382 ], [ 9383, 9979 ], [ 9979, 10220 ], [ 10220, 10550 ], [ 10550, 11014 ], [ 11014, 11294 ], [ 11294, 11485 ], [ 11485, 11734 ], [ 11735, 11757 ], [ 11758, 11823 ], [ 11823, 12053 ], [ 12053, 12264 ], [ 12264, 12444 ], [ 12444, 12585 ], [ 12586, 12607 ], [ 12608, 12777 ], [ 12777, 13160 ], [ 13161, 13176 ], [ 13177, 13596 ], [ 13597, 13612 ], [ 13613, 13786 ], [ 13787, 13800 ], [ 13801, 13981 ], [ 13981, 14141 ], [ 14142, 14156 ], [ 14156, 14167 ], [ 14168, 14397 ], [ 14397, 14661 ], [ 14661, 14903 ], [ 14904, 15092 ], [ 15092, 15255 ], [ 15256, 15276 ], [ 15276, 15288 ], [ 15289, 15445 ], [ 15445, 15560 ], [ 15560, 15654 ], [ 15655, 15793 ], [ 15793, 15971 ], [ 15972, 15991 ], [ 15992, 16196 ], [ 16196, 16352 ], [ 16353, 16360 ], [ 16361, 16673 ], [ 16674, 16699 ], [ 16700, 16828 ], [ 16828, 17038 ], [ 17039, 17211 ], [ 17212, 17227 ], [ 17228, 17247 ], [ 17247, 17265 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 50, 60 ] }, "nda-15": { "choice": "Entailment", "spans": [ 64, 88 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 28 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 29 ] }, "nda-19": { "choice": "Entailment", "spans": [ 95 ] }, "nda-12": { "choice": "Entailment", "spans": [ 32, 35 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 63 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 73 ] }, "nda-7": { "choice": "Contradiction", "spans": [ 41 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 40, 42 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 32, 34 ] }, "nda-5": { "choice": "Entailment", "spans": [ 40, 44 ] }, "nda-4": { "choice": "Entailment", "spans": [ 40, 45 ] } } } ], "document_type": "search-pdf", "url": "http://www.jb-machine.com/wp-content/uploads/2011/05/JB-Machine-LLC-NDA-1.pdf" }, { "id": 134, "file_name": "JBF_NDA_rev-2017033-1.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis Agreement is made effective as of the ____ day of ___________, 20__, by and between:\nJUST BIOFIBER STRUCTURAL SOLUTIONS CORP., an Alberta Corporation, with offices in Calgary, Alberta (\"JUST BIOFIBER\");\nAnd _______________________________________________________________, having an office in ________________________________________________________________________ (\"RECIPIENT\"), hereinafter collectively referred to as the \u201cParties\u201d and severally as the \u201cParty\u201d.\nWHEREAS both Parties (acting as the Receiving Party) desire to receive and the both Parties (acting as the Disclosing Party) are prepared to supply certain Confidential Information (defined below) on the terms and conditions set out herein and solely for the purpose of aiding the other Party in evaluating whether the Parties wish to enter into a commercial relationship with each other (the \"Purpose\"); AND WHEREAS each Party has, in part, acquired the Confidential Information through the expenditure of time, effort and money and wish to protect the Confidential Information as the use or disclosure of the Confidential Information by or to anyone, but particularly to the general public or a competitor of Disclosing Party, could be highly detrimental to, and not in the best interests of, such Party; NOW THEREFORE in consideration of the premises, the mutual promises herein, and other good and valuable consideration, the Parties hereto agree as follows:\n1. For the purposes of this Agreement, \"Confidential Information\" shall mean any and all information provided by, or on behalf of, the Disclosing Party to the Receiving Party prior to or following the execution of this Agreement and in any way relating to the Purpose (including, without limitation, any and all intellectual property, business secrets, business information, business plans, financial and pricing information, business practices, financial statements and reports, project specifications, projections, schematics and drawings, trade secrets, processes, materials, customer lists, supplier lists, sales volume, territories, markets, current, future or potential acquisitions, technical, production, operational, marketing or sales information disclosed hereunder) provided in connection therewith, regardless of form or format, provided however that Confidential Information shall not include information which the Receiving Party can establish through written records: (a) is, at the time of disclosure, readily available to the trade or the public through no fault of the Receiving Party, provided however that that where any part of such information is readily available to the trade or the public but a compilation of information which includes such part is not so available then such compilation shall be treated as Confidential Information hereunder; or (b) was rightfully in its possession prior to the disclosure of such Confidential Information to the Receiving Party by, or on behalf of, the Disclosing Party.\n2. The Receiving Party shall use the Confidential Information solely for the Purpose and shall not use the Confidential Information in any manner except as reasonably required for the Purpose. Nothing in this Agreement obligates the Disclosing Party to make any particular disclosure of Confidential Information. This Agreement shall apply to all Confidential Information regardless of its form or medium, whether conveyed orally, visually, electronically or in writing, and whether or not it is designated as \"confidential\".\n3. The Receiving Party shall protect the Disclosing Party\u2019s interest in the Confidential Information and shall keep the Confidential Information confidential. The Receiving Party shall not disclose, allow access to, transmit or transfer the Confidential Information to any third party without the Disclosing Party\u2019s prior written consent, provided however that the Receiving Party may disclose the Confidential Information to those of its directors, officers and employees (\"Representatives\") who have a need to know the Confidential Information for the Purpose provided that the Receiving Party shall ensure that such Representatives treat the Confidential Information as confidential and at all times in a manner consistent with this Agreement and the Receiving Party shall be liable for any loss or damage resulting from any Representative failing to do so.\n4. The Receiving Party shall notify the Disclosing Party promptly of any unauthorized use or possession of the Confidential Information that comes to the Receiving Party\u2019s attention.\n5. In the event that the Receiving Party is required to disclose Confidential Information pursuant to any applicable law or an order from a court of competent jurisdiction, the Receiving Party shall only disclose such portion of the Confidential Information that it is legally required to disclose, and shall use all reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. The Receiving Party shall promptly notify the Disclosing Party of the required disclosure and any relevant information in respect thereto so that the Disclosing Party may take appropriate steps to protect such Confidential Information from such disclosure.\n6. The Confidential Information shall not be copied or reproduced in any form or stored in a retrieval system or database by the Receiving Party without the prior consent of the Disclosing Party except for such copies and storage as may reasonably be required internally by the Receiving Party for the Purpose. All copies of the Confidential Information shall contain the same proprietary notices which may appear on the original.\n7. The Receiving Party shall upon request immediately return to the Disclosing Party or destroy, as directed by the Disclosing Party, the Confidential Information and all copies thereof in any form whatsoever under the power or control of the Receiving Party or its Representatives and immediately destroy all compilations, analysis or derivative work relating to the Confidential Information. Where the Receiving Party satisfies its obligation to return or destroy the embodiments of the Confidential Information by destroying such embodiments, the Receiving Party will deliver to the Disclosing Party a certificate signed by an officer of the Receiving Party certifying such destruction of such embodiments. 8. All right, title and interest in and to the Confidential Information, including, without limitation, all patent rights, trade secret and confidential information rights, copyrights and other intellectual property, industrial, proprietary and other rights of any kind or nature, shall remain the exclusive property of the Disclosing Party, and the Confidential Information shall be held in trust and confidence by the Receiving Party for the Disclosing Party. The Disclosing Party shall retain title to all tangible media on which Confidential Information resides, including documentation, discs, and all copies thereof. No interest, license or any other right in, or to, the Confidential Information, other than expressly set out herein, is granted to the Receiving Party under this Agreement by implication or otherwise. Although the Confidential Information is obtained from sources believed to be reliable, the Confidential Information is provided hereunder on a strictly \"as is\", \"where is\", \"with all faults\" basis, and without warranties, conditions or representations of any kind, express or implied, and this Agreement, and the provision of Confidential Information, shall not constitute any representation, warranty or guarantee to the Receiving Party by the Disclosing Party whatsoever, including without limitation any representation, warranty or guarantee with respect to the Confidential Information infringing, violating, misappropriating or otherwise interfering with any rights of third parties. The Disclosing Party shall not be held liable for any errors or omissions in the Confidential Information or the use, or the results of the use of, the Confidential Information. The Disclosing Party shall have no responsibility for updating or correcting any Confidential Information provided hereunder.\n9. The Receiving Party understands and agrees that the Confidential Information is information of a confidential nature of the Disclosing Party, is consistently treated as such by the Disclosing Party and that the public release of this information shall cause irreparable damage to the Disclosing Party. The Confidential Information is being disclosed by the Disclosing Party in specific reliance on the commitments and representations of the Receiving Party in this Agreement. It is accordingly agreed that the Disclosing Party shall be entitled to injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy to which the Disclosing Party may be entitled at law or in equity.\n10. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and restates and super cedes any prior understandings and agreements between the parties hereto with respect thereto. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver thereof or preclude any other or further exercise of such right or the exercise of any other right under this Agreement.\n11. This Agreement shall be binding during the Purpose and shall remain in effect for a period or 2 years after the Purpose is completed.\n12. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without reference to conflicts of law principles. No Party may assign this Agreement.\n13. If any provision of this Agreement is declared invalid, illegal or unenforceable by a court of competent jurisdiction such provision shall be severed from the Agreement and all other provisions of the Agreement shall remain in full force and effect.\n14. This Agreement may be executed in counterparts. Each shall be deemed an original, but together shall constitute one and the same instrument.\nIN WITNESS WHEREOF, duly authorized representatives of the parties hereto, each after having had the opportunity to discuss this Agreement with their respective legal advisors, have executed this Agreement.\nJUST BIOFIBER STRUCTURAL SOLUTIONS CORP.\nSign: _______________________________\nName: _______________________________\nTitle: _______________________________\nRecipient Name\n______________________________________\nSign: _______________________________\nName: _______________________________\n", "spans": [ [ 0, 24 ], [ 25, 114 ], [ 115, 232 ], [ 233, 237 ], [ 237, 322 ], [ 322, 493 ], [ 494, 1456 ], [ 1457, 2441 ], [ 2441, 2831 ], [ 2831, 2990 ], [ 2991, 3184 ], [ 3184, 3304 ], [ 3304, 3516 ], [ 3517, 3676 ], [ 3676, 4377 ], [ 4378, 4560 ], [ 4561, 4977 ], [ 4977, 5233 ], [ 5234, 5545 ], [ 5545, 5664 ], [ 5665, 6059 ], [ 6059, 6375 ], [ 6375, 6837 ], [ 6837, 6998 ], [ 6998, 7200 ], [ 7200, 7890 ], [ 7890, 8068 ], [ 8068, 8193 ], [ 8194, 8499 ], [ 8499, 8673 ], [ 8673, 8960 ], [ 8961, 9200 ], [ 9200, 9427 ], [ 9428, 9565 ], [ 9566, 9776 ], [ 9776, 9811 ], [ 9812, 10065 ], [ 10066, 10118 ], [ 10118, 10210 ], [ 10211, 10417 ], [ 10418, 10458 ], [ 10459, 10465 ], [ 10465, 10496 ], [ 10497, 10503 ], [ 10503, 10534 ], [ 10535, 10542 ], [ 10542, 10573 ], [ 10574, 10588 ], [ 10589, 10627 ], [ 10628, 10634 ], [ 10634, 10665 ], [ 10666, 10672 ], [ 10672, 10703 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 22, 23, 24 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 12 ] }, "nda-19": { "choice": "Entailment", "spans": [ 33 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 20 ] }, "nda-3": { "choice": "Entailment", "spans": [ 12 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 14 ] }, "nda-17": { "choice": "Entailment", "spans": [ 18 ] }, "nda-8": { "choice": "Entailment", "spans": [ 16, 17 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 14 ] }, "nda-4": { "choice": "Entailment", "spans": [ 10 ] } } } ], "document_type": "search-pdf", "url": "http://justbiofiber.ca/wp-content/uploads/2019/01/JBF_NDA_rev-2017033-1.pdf" }, { "id": 135, "file_name": "JHUNDABilateral.pdf", "text": "Johns Hopkins University\nNON-DISCLOSURE AGREEMENT For Bilateral Disclosure\nThis Agreement is effective this of in the year ______ is by and between JHU and COMPANY, each defined below.\nJHU: The Johns Hopkins University\nAddress: 100 N. Charles St., 5th Floor\nBaltimore, Maryland 21201\nJHU Contact:\nCOMPANY:\nAddress:\nCOMPANY Contact:\nWHEREAS, each party has certain technical information described below which shall hereinafter be referred to as \"CONFIDENTIAL INFORMATION\";\nCONFIDENTIAL INFORMATION:\nWHEREAS, JHU and COMPANY are each interested in examining the CONFIDENTIAL INFORMATION of the other solely for the PURPOSE, defined below;\nPURPOSE: To explore licensing, collaborative or sponsored research agreement opportunities related to the CONFIDENTIAL INFORMATION.\nNOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:\n\u201dPROVIDER\u201d shall mean the party hereto disclosing CONFIDENTIAL INFORMATION to the RECIPIENT party.\n\u201cRECIPIENT\u201d shall mean the party receiving CONFIDENTIAL INFORMATION from the PROVIDER party.\n 1. PROVIDER, through its employee, the PROVIDER Contact, shall disclose CONFIDENTIAL INFORMATION to RECIPIENT, through its employee, the RECIPIENT Contact, to enable RECIPIENT to fully evaluate such disclosure solely for the PURPOSE. CONFIDENTIAL INFORMATION shall be indicated as confidential at the time of disclosure.\n2. RECIPIENT agrees to accept the CONFIDENTIAL INFORMATION and to employ all reasonable efforts to maintain the CONFIDENTIAL INFORMATION as secret and confidential, such efforts to be no less than the degree of care employed by RECIPIENT to preserve and safeguard RECIPIENT's own confidential information. The CONFIDENTIAL INFORMATION shall not be disclosed or revealed to anyone except employees of RECIPIENT who have a need to know the CONFIDENTIAL INFORMATION for the PURPOSE and who agree to be bound by the terms of this Agreement.\n3. It is hereby acknowledged by PROVIDER that RECIPIENT shall incur no liability merely for examining and considering the CONFIDENTIAL INFORMATION. However, RECIPIENT agrees that it will not use the CONFIDENTIAL INFORMATION for any purpose other than the PURPOSE without the prior written consent of PROVIDER.\n4. RECIPIENT\u2018s obligations under Paragraphs 2 and 3 above shall not extend to any part of the CONFIDENTIAL INFORMATION:\n(a) that can be demonstrated to have been in the public domain or publicly known and readily available to the trade or the public prior to the date of the disclosure; or\n(b) that can be demonstrated, from written records, to have been in RECIPIENT's possession or readily available to RECIPIENT from another source not under obligation of secrecy to PROVIDER prior to the disclosure; or\n(c) that becomes part of the public domain or publicly known by publication or otherwise, not due to any unauthorized act by RECIPIENT; or\n(d) that is subsequently disclosed to RECIPIENT by a third party who is not under an obligation of confidentiality to PROVIDER; or\n(e) that is required by any law, regulation, or order of court to be disclosed by RECIPIENT. Prior to disclosing proprietary or CONFIDENTIAL INFORMATION of the PROVIDER, the RECIPIENT shall first notify and provide it an opportunity to prevent disclosure.\n5. RECIPIENT's obligations under Paragraphs 2 and 3 shall extend for a period of five (5) years from the effective date of this Agreement.\n6. It is understood that nothing herein shall be deemed to constitute, by implication or otherwise, the grant to RECIPIENT of any license or other rights under any patent, patent application, or other intellectual property right or interest belonging to PROVIDER, or as permitting RECIPIENT to unfairly obtain the right to use any CONFIDENTIAL INFORMATION which becomes publicly known through an improper act or omission on its part.\n 7. Neither party shall use the name of the other or any contraction or derivative thereof or the name(s) of the other party's faculty members, employees, or students, as applicable, in any advertising, promotional, sales literature, or fundraising documents without prior written consent from the other party.\n 8. The terms of this Agreement supersede any previous non-disclosure agreements or any other preliminary representations or understandings that have been entered into by the parties to this Agreement with regard to the subject CONFIDENTIAL INFORMATION.\nWe agree to examine and consider the subject matter of the CONFIDENTIAL INFORMATION on the foregoing basis.\nTHE JOHNS HOPKINS UNIVERSITY COMPANY\nBy: _____________________________ By: _______________________\nPrinted: _____________________________ Printed: _______________________\n(Name) (Name)\nTitle: _____________________________ Title: _______________________\nDate: _____________________________ Date: _______________________\nAGREED AND ACCEPTED:\nJHU Contact COMPANY Contact\nBy: By: ______________________\nPrinted: Printed: ______________________\n(Name) (Name)\nTitle: Title: ______________________\nDate: Date: _______________________\n", "spans": [ [ 0, 24 ], [ 25, 50 ], [ 50, 74 ], [ 75, 184 ], [ 185, 218 ], [ 219, 257 ], [ 258, 283 ], [ 284, 296 ], [ 297, 305 ], [ 306, 314 ], [ 315, 323 ], [ 323, 331 ], [ 332, 471 ], [ 472, 497 ], [ 498, 636 ], [ 637, 646 ], [ 646, 768 ], [ 769, 893 ], [ 894, 992 ], [ 993, 1085 ], [ 1086, 1087 ], [ 1087, 1321 ], [ 1321, 1346 ], [ 1346, 1407 ], [ 1408, 1714 ], [ 1714, 1743 ], [ 1743, 1944 ], [ 1945, 2093 ], [ 2093, 2254 ], [ 2255, 2374 ], [ 2375, 2544 ], [ 2545, 2761 ], [ 2762, 2900 ], [ 2901, 3031 ], [ 3032, 3125 ], [ 3125, 3287 ], [ 3288, 3426 ], [ 3427, 3860 ], [ 3861, 3862 ], [ 3862, 4171 ], [ 4172, 4173 ], [ 4173, 4425 ], [ 4426, 4533 ], [ 4534, 4570 ], [ 4571, 4575 ], [ 4575, 4605 ], [ 4605, 4609 ], [ 4609, 4632 ], [ 4633, 4642 ], [ 4642, 4672 ], [ 4672, 4681 ], [ 4681, 4704 ], [ 4705, 4718 ], [ 4719, 4726 ], [ 4726, 4756 ], [ 4756, 4763 ], [ 4763, 4786 ], [ 4787, 4793 ], [ 4793, 4823 ], [ 4823, 4829 ], [ 4829, 4852 ], [ 4853, 4873 ], [ 4874, 4901 ], [ 4902, 4906 ], [ 4906, 4910 ], [ 4910, 4932 ], [ 4933, 4951 ], [ 4951, 4973 ], [ 4974, 4987 ], [ 4988, 5002 ], [ 5002, 5024 ], [ 5025, 5037 ], [ 5037, 5060 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 37 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Entailment", "spans": [ 12 ] }, "nda-1": { "choice": "Entailment", "spans": [ 22, 23 ] }, "nda-19": { "choice": "Contradiction", "spans": [ 36 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 25, 26 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 29, 34, 35 ] }, "nda-13": { "choice": "Entailment", "spans": [ 29, 33 ] }, "nda-5": { "choice": "Entailment", "spans": [ 25, 26 ] }, "nda-4": { "choice": "Entailment", "spans": [ 28 ] } } } ], "document_type": "search-pdf", "url": "https://www.autm.net/AUTMMain/media/About/Documents/JHUNDABilateral.pdf" }, { "id": 136, "file_name": "Kenway-NDA-Form-Blank.pdf", "text": "THIS NON-DISCLOSURE AGREEMENT is made on Xth day of Month, year (the \u201cAgreement\u201d)\nBY and BETWEEN:\n(1) CPK Manufacturing LLC dba Kenway Composites, incorporated and registered in Delaware whose office is at 681 Riverside Drive, Augusta, Maine 04330 (\u201cKenway\u201d); and\n(2) _______________________ incorporated and registered in ____________________whose registered office is at _________________________________________________________ (the \u201cCompany\u201d).\nHereinafter, individually referred to as a \u201cParty\u201d and together, as the \u201cParties\u201d to this Agreement.\nRECITALS\n(A) Each Party wishes to disclose to the other Party Confidential Information in relation to the Purpose (as respectively defined below).\n(B) Each Party wishes to ensure that the other Party maintains the confidentiality of its Confidential Information.\n(C) In consideration of the benefits to the Parties of the disclosure of the Confidential Information, the Parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information.\nNOW THE PARTIES HEREBY AGREE AS FOLLOWS:\n1 Definitions and Interpretation\n1.1 The following definitions in this Clause 1 apply in this Agreement as follows:\n\u201cBusiness Day\u201d means a day (other than a Saturday, Sunday or public holiday) when banks are open for business.\n\u201cConfidential Information:\u201d means all confidential information (however recorded, preserved or disclosed) disclosed by a Party or its Representatives to the other Party and that Party's Representatives including but not limited to: the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; any information that would be regarded as confidential by a reasonable business person relating to:\n(a) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party or of the Disclosing Party's Group;\n(b) the operations, processes, product information, know-how, designs, specifications, trade secrets or software of the Disclosing Party or of the Disclosing Party's Group; and\n(c) any information or analysis derived from Confidential Information;\nbut not including any information:\n(a) that is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the Party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information);\n(b) was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party;\n(c) was, is or becomes available to the Recipient on a non-confidential basis from a person who, to the Recipient's knowledge, is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Recipient;\n(d) was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party;\n(e) the Parties agree in writing is not confidential or may be disclosed; and/or\n(f) is developed by or for the Recipient independently of the information disclosed by the Disclosing Party.\n\u201cDisclosing Party:\u201d means a Party to this Agreement which discloses or makes available directly or indirectly, Confidential Information.\n\u201cGroup\u201d: means, in relation to a company, that company, each and any subsidiary or holding company from time to time of that company and each and any subsidiary from time to time of a holding company of that company.\n\u201cHolding Company\u201d and \u201cSubsidiary\u201d mean a \"holding company\" and \"subsidiary\" of the Recipient or Disclosing Party respectively.\n\u201cPurpose\u201d: means the exchange of Confidential Information, trade secrets, know-how and samples in order to evaluate and pursue the objective of one or more potential business arrangements with respect to Kenway\u2019s potential to supply the Company with information, products and/or designs that are proprietary to the Company.\n\u201cRecipient\u201d: means a Party to this Agreement which receives or obtains directly or indirectly Confidential Information.\n\u201cRepresentative\u201d: means employees, agents, officers, advisers and other representatives of the Recipient.\n1.2 In this Agreement, the following rules of interpretation apply:\n(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);\n(b) a reference to a party includes its personal representatives, successors or permitted assigns;\n(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;\n(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;\n(e) a reference to writing or written includes faxes; and\n(f) unless the context otherwise requires, a reference to one gender shall include a reference to the other genders\n2. Obligations of Confidentiality\n2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall:\n(a) not use or exploit the Confidential Information in any way except for the Purpose;\n(b) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement;\n(c) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party);\n(d) keep separate the Confidential Information from all documents and other records of the Recipient;\n(e) apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorized disclosure, copying or use; and\n(f) keep a written record of: any document or other Confidential Information received from the other in tangible form; any copy made of the Confidential Information.\n2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that:\n(a) it informs its Representatives of the confidential nature of the Confidential Information before disclosure;\n(b) it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and\n(c) it keeps a written record of these Representatives; and\n(d) it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement.\n2.3 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation any relevant securities exchange) or by a Court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.\n2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.\n2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorized access or use.\n2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.\n2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.\n3 Return of Information\n3.1 At the request of the Disclosing Party, the Recipient shall:\n(a) destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information;\n(b) save in relation to its backup email systems, erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form; and\n(c) certify in writing to the Disclosing Party that it has complied with the requirements of this Clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient.\n3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed.\n4 Reservation of Rights and Acknowledgement\n4.1 All Confidential Information shall remain the property of the Disclosing Party. Each Party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other Party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. Any background intellectual property rights subsisting in any information provided by either Party to the other shall remain vested in the Disclosing Party and the Disclosing Party shall grant to the Recipient a non-exclusive, worldwide, royalty free, revocable license to use such background Intellectual Property Rights solely for the period of this Agreement and for the Purpose only. Any foreground intellectual property rights generated by CP in respect of the Purpose shall vest in CP absolutely and the Company shall acquire no interest, right or title in respect of the same.\n4.2 Except as expressly stated in this Agreement, no Party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information.\n4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement in relation to the Purpose, or the development or supply of any product or service to which the Confidential Information relates.\n4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement.\n5. Warranty and Indemnity\n5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorize the Recipient to use such Confidential Information for the Purpose.\n5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party and its Group at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party and/or its Group) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient.\n6. Term and Termination\n6.1 The obligations of each Party shall, notwithstanding any earlier termination of negotiations or discussions between the Parties in relation to the Purpose, continue for a period of 2 years from the date of this Agreement.\n6.2 If either Party decides not to become, or continue to be involved in the Purpose with the other Party it shall notify the other Party in writing immediately.\n6.3 Termination of this Agreement shall not affect any accrued rights or remedies to which either Party is entitled.\n7 Entire Agreement\n7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.\n7.2 Each Party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract.\n8. Severance\nIf any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of the Agreement.\n9. No Waiver\n9.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.\n9.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy.\n9.3 A Party that waives a right or remedy provided under this Agreement or by law in relation to another Party, or takes or fails to take any action against that Party, does not affect its rights in relation to any other Party.\n10. Assignment\nExcept as otherwise provided in this Agreement, no Party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it.\n11. Notices\n11.1 Any notice or other communication required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each Party required to receive the notice or communication at its address as set out below:\nKenway: Ian D. Kopp, 681 Riverside Drive, Augusta, Maine 04330\nCompany: _______________________________________________\nor as otherwise specified by the relevant Party by notice in writing to each other Party.\n11.2 Any notice or other communication shall be deemed to have been duly received:\n(a) if delivered personally, when left at the address and for the contact referred to in clause 11.1; or\n(b) if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or\n(c) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.\n11.3 A notice or other communication required to be given under this Agreement shall not be validly given if sent by e-mail.\n12. No Partnership or Agency\nNothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, nor authorize any Party to make or enter into any commitments for or on behalf of any other Party.\n13. No Relationship of Employer and Employee\nNothing in this Agreement is intended to, or shall be deemed to, establish any relationship of employer and employee between the Parties.\n14. Third Party Rights\nA person who is not a Party to this Agreement shall not have any rights to enforce its terms as though it were a Party to it.\n15. Variation\nExcept as set out in this Agreement, no variation of this Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by both Parties.\n16. Governing Law and Jurisdiction\nThis Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the state of Delaware, of the United States of America, without regard to conflict of law rules thereof. The Parties irrevocably agree that the Courts of Delaware shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).\nThis Agreement has been entered into on the date stated above by:\nFor and on behalf of Kenway Composites For and on behalf of Company\n_____________________________ _____________________________\nIan D. Kopp Name\nPresident Title\n", "spans": [ [ 0, 81 ], [ 82, 97 ], [ 98, 263 ], [ 264, 292 ], [ 292, 323 ], [ 323, 373 ], [ 373, 431 ], [ 431, 447 ], [ 448, 548 ], [ 549, 557 ], [ 558, 695 ], [ 696, 811 ], [ 812, 1044 ], [ 1045, 1085 ], [ 1086, 1118 ], [ 1119, 1123 ], [ 1123, 1201 ], [ 1202, 1312 ], [ 1313, 1781 ], [ 1782, 1942 ], [ 1943, 2119 ], [ 2120, 2190 ], [ 2191, 2225 ], [ 2226, 2643 ], [ 2644, 2751 ], [ 2752, 3022 ], [ 3023, 3142 ], [ 3143, 3223 ], [ 3224, 3332 ], [ 3333, 3469 ], [ 3470, 3686 ], [ 3687, 3814 ], [ 3815, 4138 ], [ 4139, 4258 ], [ 4259, 4364 ], [ 4365, 4369 ], [ 4369, 4432 ], [ 4433, 4557 ], [ 4558, 4656 ], [ 4657, 4789 ], [ 4789, 4947 ], [ 4948, 5147 ], [ 5148, 5205 ], [ 5206, 5321 ], [ 5322, 5355 ], [ 5356, 5360 ], [ 5360, 5520 ], [ 5521, 5607 ], [ 5608, 5760 ], [ 5761, 5990 ], [ 5991, 6092 ], [ 6093, 6354 ], [ 6355, 6520 ], [ 6521, 6525 ], [ 6525, 6710 ], [ 6711, 6823 ], [ 6824, 7202 ], [ 7203, 7262 ], [ 7263, 7380 ], [ 7381, 8083 ], [ 8084, 8088 ], [ 8088, 8421 ], [ 8422, 8426 ], [ 8426, 8666 ], [ 8667, 9136 ], [ 9137, 9350 ], [ 9351, 9374 ], [ 9375, 9379 ], [ 9379, 9439 ], [ 9440, 9630 ], [ 9631, 9807 ], [ 9808, 10289 ], [ 10289, 10403 ], [ 10404, 10408 ], [ 10408, 10832 ], [ 10833, 10876 ], [ 10877, 10961 ], [ 10961, 11025 ], [ 11025, 11285 ], [ 11285, 11673 ], [ 11673, 11868 ], [ 11869, 11873 ], [ 11873, 12089 ], [ 12090, 12094 ], [ 12094, 12422 ], [ 12423, 12427 ], [ 12427, 12564 ], [ 12564, 12851 ], [ 12852, 12877 ], [ 12878, 12898 ], [ 12898, 13077 ], [ 13078, 13650 ], [ 13651, 13674 ], [ 13675, 13679 ], [ 13679, 13900 ], [ 13901, 13905 ], [ 13905, 14062 ], [ 14063, 14179 ], [ 14180, 14198 ], [ 14199, 14203 ], [ 14203, 14438 ], [ 14439, 14617 ], [ 14617, 14818 ], [ 14819, 14831 ], [ 14832, 15035 ], [ 15035, 15139 ], [ 15139, 15300 ], [ 15301, 15313 ], [ 15314, 15587 ], [ 15588, 15592 ], [ 15592, 15770 ], [ 15771, 15775 ], [ 15775, 15998 ], [ 15999, 16013 ], [ 16014, 16209 ], [ 16210, 16221 ], [ 16222, 16227 ], [ 16227, 16537 ], [ 16538, 16600 ], [ 16601, 16610 ], [ 16610, 16657 ], [ 16658, 16747 ], [ 16748, 16753 ], [ 16753, 16830 ], [ 16831, 16935 ], [ 16936, 17054 ], [ 17055, 17169 ], [ 17170, 17175 ], [ 17175, 17294 ], [ 17295, 17323 ], [ 17324, 17607 ], [ 17608, 17652 ], [ 17653, 17790 ], [ 17791, 17813 ], [ 17814, 17939 ], [ 17940, 17953 ], [ 17954, 18167 ], [ 18168, 18202 ], [ 18203, 18536 ], [ 18536, 18797 ], [ 18798, 18863 ], [ 18864, 18931 ], [ 18932, 18962 ], [ 18962, 18991 ], [ 18992, 19008 ], [ 19009, 19024 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 76, 77, 78 ] }, "nda-10": { "choice": "Entailment", "spans": [ 18, 64 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 18, 19, 20, 32 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 18 ] }, "nda-19": { "choice": "Entailment", "spans": [ 72, 94, 97 ] }, "nda-12": { "choice": "Entailment", "spans": [ 18, 22, 28 ] }, "nda-20": { "choice": "Entailment", "spans": [ 68, 71 ] }, "nda-3": { "choice": "Entailment", "spans": [ 18 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 34, 54 ] }, "nda-17": { "choice": "Entailment", "spans": [ 46, 49 ] }, "nda-8": { "choice": "Entailment", "spans": [ 59 ] }, "nda-13": { "choice": "Entailment", "spans": [ 18, 22, 25 ] }, "nda-5": { "choice": "Entailment", "spans": [ 34, 54 ] }, "nda-4": { "choice": "Entailment", "spans": [ 46, 47 ] } } } ], "document_type": "search-pdf", "url": "https://www.kenway.com/wp-content/uploads/2018/04/Kenway-NDA-Form-Blank.pdf" }, { "id": 137, "file_name": "Kerber_Non_Disclosure_Agreement.pdf", "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT dated the ___ day of _________________.\nBETWEEN:\n_________________________________ _________________________________ _________________________________ _________________________________\nOF THE FIRST PART\nAND:\nKERBER APPLIED RESEARCH INC. 53 Isaac Brock Drive, Stoney Creek, Ontario Canada L8J 2P1\nOF THE SECOND PART WHEREAS:\nA. The parties contemplate entering into business and technical discussions concerning both current and planned products; and\nB. It may be necessary or desirable for each party to disclose to the other party certain confidential or proprietary technical information in order to enable discussions to freely take place between them concerning the subject matter mentioned above.\nNOW THEREFORE in consideration of the premises, covenants and agreements herein set forth, the parties agree as follows:\n1. For the purpose of this Agreement, \u201cConfidential Information\u201d means information, technical or commercial, whether in visual or machine readable form, received by one party from the other which is marked \u201cConfidential\u201d or \u201cProprietary\u201d, or which would logically be considered confidential or proprietary in view of its relationship to the whole disclosure. Information initially furnished orally and identified by the disclosing party as confidential or proprietary at the time of disclosure will be confirmed by the disclosing party as Confidential Information in writing within thirty (30) days.\n2. The receiving party will not use, manufacture or sell any document, schematic, drawing, photograph, specification, specimen or any other material making up any part of the Confidential Information, or use any Confidential Information as a basis for the design or creation of any items or other means without the prior written consent of the disclosing party.\n3. For a period of five (5) years from the date of receiving it, all Confidential Information will be maintained in confidence by the receiving party, will not be disclosed to any third party or to any persons employed in its business other than those having a need to know for the purposes set forth above, and will be protected with the same degree of care as the receiving party normally uses in the protection of its own confidential and proprietary information, but in no case with any less degree than reasonable care. Each party further agrees not to use any Confidential Information received from the other party except for the purposes set forth above.\n4. The restrictions above will not apply to Confidential Information which:\n(a) Is known by the receiving party at the time of receipt;\n(b) Is or becomes a part of the public domain without a breach of this Agreement by the receiving party;\n(c) The receiving party obtains from a third party under conditions permitting its disclosure to others;\n(d) Is independently developed by the receiving party; or\n(e) Is disclosed pursuant to judicial action or government regulations, provided that the receiving party notifies the furnishing party prior to such disclosure and co-operates with the furnishing party in the event the furnishing party elects to legally contest and avoid such disclosure.\n5. The furnishing of Confidential Information pursuant to this Agreement shall not be construed as granting or conferring, either expressly or implicitly, any rights, licences or relationships.\n6. Each party shall retain all rights of ownership over all intellectual property associated with the above referenced subject matter, including the rights of ownership of patents, trademarks and copyrights.\nAll tangible information including, without limitation, documents, schematics, drawings, photographs, specifications, specimens or any other information submitted by either party to the other, will remain the property of the furnishing party. If either party elects not to pursue any further business undertaking, each party will promptly return upon request all tangible information including any and all copies thereof relating to all Confidential Information.\nNeither party shall not, and it shall ensure that any of its affiliates do not, for a period of five years from the date of this Agreement, without the prior written consent of the other party, induce any employee employed by the other party to leave such employ or offer to employ or employ such employee.\nThis Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario.\nFailure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.\nIN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.\nCompany: _____________________________________\nPer: _________________________________________\nName:\nTitle:\nand\nPer: ____________________________________\nTom Kerber\n", "spans": [ [ 0, 44 ], [ 45, 60 ], [ 60, 81 ], [ 81, 99 ], [ 100, 108 ], [ 109, 143 ], [ 143, 177 ], [ 177, 211 ], [ 211, 244 ], [ 245, 262 ], [ 263, 267 ], [ 268, 297 ], [ 297, 355 ], [ 356, 383 ], [ 384, 509 ], [ 510, 761 ], [ 762, 882 ], [ 883, 1242 ], [ 1242, 1482 ], [ 1483, 1844 ], [ 1845, 2370 ], [ 2370, 2506 ], [ 2507, 2582 ], [ 2583, 2642 ], [ 2643, 2747 ], [ 2748, 2852 ], [ 2853, 2910 ], [ 2911, 3200 ], [ 3201, 3394 ], [ 3395, 3602 ], [ 3603, 3846 ], [ 3846, 4065 ], [ 4066, 4372 ], [ 4373, 4480 ], [ 4481, 4581 ], [ 4582, 4685 ], [ 4686, 4695 ], [ 4695, 4732 ], [ 4733, 4738 ], [ 4738, 4779 ], [ 4780, 4785 ], [ 4786, 4792 ], [ 4793, 4796 ], [ 4797, 4802 ], [ 4802, 4838 ], [ 4839, 4849 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 31 ] }, "nda-15": { "choice": "Entailment", "spans": [ 28, 29, 30 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 17 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 17 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 22, 26 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 31 ] }, "nda-3": { "choice": "Entailment", "spans": [ 18 ] }, "nda-18": { "choice": "Entailment", "spans": [ 32 ] }, "nda-7": { "choice": "Entailment", "spans": [ 20 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 22, 27 ] }, "nda-13": { "choice": "Entailment", "spans": [ 22, 25 ] }, "nda-5": { "choice": "Entailment", "spans": [ 20 ] }, "nda-4": { "choice": "Entailment", "spans": [ 19, 21 ] } } } ], "document_type": "search-pdf", "url": "http://www.kerberresearch.com/files/Kerber_Non_Disclosure_Agreement.pdf" }, { "id": 139, "file_name": "LSP-data-protection-form.drc_.pdf", "text": "Non-Disclosure and Confidentiality Agreement\n(Data Protection)\nBackground Information\nWhere an organisation or a non-NHS agency or individual is engaged to carry out or support an NHS or public sector function, the appropriate confidentiality and security requirements must be agreed.\nThe standard specified in the agreement should be consistent with the Information Governance standards expected of NHS and other public sector organisations. These are based on the requirements of the Human Rights Act 1998 and \u2018common law duty of confidentiality\u2019. The Data Protection Act 1998 reiterates this point and makes it a legal requirement that effective agreements exist where a third party processes data. In addition for support functions that do not directly process data but may become party to it, it is a requirement to keep information confidential.\nIn addition the organisation requires any contracted individual or organisation (in this case LSPs) to respect any commercial confidentiality and intellectual property claimed by the organisation in the provision and handling of documentation and information.\nAny patient information, particularly their health or treatment details, is highly sensitive. If such information was leaked to the wrong people, it could cause severe embarrassment to the patients concerned, their families and to the organisation. There could be legal action following such a breach of confidentiality.\nIn addition any inappropriate or unauthorised disclosure of commercially sensitive information or unlicensed reuse of intellectual property could be subject to legal action.\nThe Agreement:\nThis agreement relates to requirements of the Data Protection Act 1998, the Human Rights Act 1998, the \u2018common law duty of confidentiality\u2019 and the Freedom of Information Act (2000).\n1. The following terms apply where an organisation or its staff may gain access to, or have provided to it, personal identifiable information (defined within the terms of the Data Protection Act 1998) when working for, or with the \u2018data controller\u2019. It also applies where the contracted third party is privilege to commercially sensitive information, security related information and any intellectual property of the contracting organisation.\n2. The access referred to in point 1 above may include:\na. Access to or sharing of information held in any electronic format or on paper\nb. Information that is part of verbal discussions\n3. Any information (personal or organisational) will only be used for purposes agreed between the organisations. Information will be retained for a period agreed between the parties and destroyed by an agreed method.\nAgreed purposes are: To provide communication support in line with Deafness Resource Centre terms and conditions\nAgreed retention period: upon completion of assignment and invoicing\nAgreed destruction method: Shredding of paper based information and deletion of electronic information\n4. Any work involving access to personal identifiable information will be done by formally authorised staff of the organisation (except as provided in paragraph 5 below). The organisation shall keep a record of all such authorisations.\nInformation containing a unique number (e.g. NHS, NI or organisational) or a combination of items from the following list is \u201cpersonal identifiable data\u201d: Name, Address, Postcode, Date of Birth, Other Dates (i.e. death, diagnosis), Sex, Ethnic Group or Occupation.\n5. All personal identifiable information will be treated as confidential and will not be disclosed to any other persons outside the requirements of the above agreed purpose(s), without agreement of the \u2018data controller\u2019. Any organisational information marked as \u2018commercial\u2019 or \u2018sensitive\u2019 or by implication of the subject could prejudice the commercial interests of either party will be treated as confidential.\n6. A DRC email account to be used to send and receive personally identifiable data.\n7. Where the activities performed by the contractor (in this case LSP) do not require them to process information but they may become party to it by overseeing or overhearing, they will be required to keep such information confidential.\n8. Any breach of the terms of this agreement may result in termination of arrangements (including formal contracts) and legal action may be taken.\n9. The organisation (in this case LSP) is responsible for ensuring their staff/sub-contractors adhere to the terms of this agreement.\nDeclaration\nI agree to the above terms and conditions (Recipient)\nSigned: ______________________________ Print Name: _______________________________\nCompany Name (if applicable): ____________________________________ Date: _____________\nRepresentative of the \u2018data controller\u2019 (Disclosing party)\nSigned: _________________________________ Print Name: ________________________________\nOrganisation: Deafness Resource Centre Ltd Date: __________\n", "spans": [ [ 0, 44 ], [ 45, 62 ], [ 63, 85 ], [ 86, 284 ], [ 285, 443 ], [ 443, 550 ], [ 550, 702 ], [ 702, 851 ], [ 852, 1111 ], [ 1112, 1206 ], [ 1206, 1361 ], [ 1361, 1432 ], [ 1433, 1606 ], [ 1607, 1621 ], [ 1622, 1797 ], [ 1797, 1804 ], [ 1805, 2055 ], [ 2055, 2247 ], [ 2248, 2303 ], [ 2304, 2384 ], [ 2385, 2434 ], [ 2435, 2548 ], [ 2548, 2651 ], [ 2652, 2673 ], [ 2673, 2764 ], [ 2765, 2833 ], [ 2834, 2936 ], [ 2937, 3108 ], [ 3108, 3172 ], [ 3173, 3437 ], [ 3438, 3659 ], [ 3659, 3850 ], [ 3851, 3934 ], [ 3935, 4171 ], [ 4172, 4318 ], [ 4319, 4452 ], [ 4453, 4464 ], [ 4465, 4518 ], [ 4519, 4527 ], [ 4527, 4558 ], [ 4558, 4570 ], [ 4570, 4601 ], [ 4602, 4632 ], [ 4632, 4669 ], [ 4669, 4675 ], [ 4675, 4688 ], [ 4689, 4747 ], [ 4748, 4756 ], [ 4756, 4790 ], [ 4790, 4802 ], [ 4802, 4834 ], [ 4835, 4884 ], [ 4884, 4894 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 22, 25 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 16 ] }, "nda-1": { "choice": "Entailment", "spans": [ 31, 33 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 16, 18, 20 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 12, 21, 30 ] } } } ], "document_type": "search-pdf", "url": "http://www.deafnessresourcecentre.org/wp-content/uploads/2016/12/LSP-data-protection-form.drc_.pdf" }, { "id": 141, "file_name": "Lead-NDA.pdf", "text": "Non\u2013Disclosure Agreement\nDate: this 1st April 2019\nParties:\n(1) \u2018The Donor\u2019:\n(2) \u2018The Recipient\u2019: Albright IP Limited, of County House, Bayshill Road, Cheltenham, GL50 3BA\nOperative Provisions:\n1 In consideration of the disclosure to it by the Donor of information (whether or not contained in documents) relating to a _______________________ (\u2018the Information\u2019) for the purposes of the preparation, filing and prosecution of one or more patent applications (\u2018the Applications\u2019) on behalf of the Donor (\u2018the Purpose\u2019) the Recipient undertakes that it will respect and preserve the confidentiality of the Information and it will not without the express prior consent of the Donor either:\n1.1 communicate or otherwise make available the Information to any third party, other than:\na) an employee of the Recipient who requires the Information in connection with his employment and then only if the employee is bound by conditions of secrecy no less strict that those set out in this Agreement which conditions Recipient hereby agrees to enforce at the request of the Donor; and/or\nb) the UK Intellectual Property Office, the European Patent Office, the United States Patent and Trademark Office, the World Intellectual Property Organisation, and any other national or international intellectual property office worldwide, but only with respect to the Applications in accordance with the Purpose; and/or\nc) any person in any jurisdiction worldwide who has been authorised by the Donor or Recipient to act on behalf of, or otherwise assist, the Donor with respect to one or more of the Applications, and any duly authorised legal representative of the Donor in any jurisdiction worldwide; and/or\n1.2 use the Information for any investigation, research, development or manufacture, other than so far as any such activity is essential for the Purpose.\n2 The above obligations shall not apply or shall cease to apply to such of the Information as the Recipient can show to the reasonable satisfaction of the Donor:\n2.1 has become public knowledge other than through the fault of the Recipient; or\n2.2 was already known to the Recipient prior to disclosure by the Donor; or\n2.3 has been received from a third party who did not acquire it in confidence from the Donor or from someone owing a duty of confidence to the Donor.\n3 The above obligations shall also apply to any sample or article incorporating or derived from the Information and whether or not provided by the Donor (\u2018Samples\u2019).\n4 The Recipient shall, at any time and if so requested by the Donor, return to the Donor (or if the Donor so requests, destroy or erase) all Samples and any documents provided by the Donor recording the Information.\n5 The term of this agreement is to be five years from the first disclosure of the Information by the Donor to the Recipient, or until the first public disclosure of the Information, or until the Recipient is authorised to disclose the Information by the Donor to a third party (such as a Patent Office), whichever is shorter.\n6 The agreement shall be governed by the courts of England and Wales, and the parties agree to submit to the jurisdiction of the courts of England and Wales.\nSIGNED by the Donor:\n...........................................................................................................\n...........................................................................................................\nSIGNED for and on behalf of the Recipient:\n...........................................................................................................\nAdrian Niall Hocking\n", "spans": [ [ 0, 15 ], [ 15, 24 ], [ 25, 50 ], [ 51, 59 ], [ 60, 76 ], [ 77, 171 ], [ 172, 193 ], [ 194, 196 ], [ 196, 686 ], [ 687, 778 ], [ 779, 1077 ], [ 1078, 1399 ], [ 1400, 1690 ], [ 1691, 1844 ], [ 1845, 1847 ], [ 1847, 2006 ], [ 2007, 2088 ], [ 2089, 2164 ], [ 2165, 2314 ], [ 2315, 2317 ], [ 2317, 2480 ], [ 2481, 2483 ], [ 2483, 2696 ], [ 2697, 2699 ], [ 2699, 3022 ], [ 3023, 3025 ], [ 3025, 3180 ], [ 3181, 3201 ], [ 3202, 3309 ], [ 3310, 3417 ], [ 3418, 3460 ], [ 3461, 3568 ], [ 3569, 3589 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 8, 9, 10 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 15, 18 ] }, "nda-5": { "choice": "Entailment", "spans": [ 8, 9, 10 ] }, "nda-4": { "choice": "Entailment", "spans": [ 8, 13 ] } } } ], "document_type": "search-pdf", "url": "https://www.albright-ip.co.uk/wp-content/uploads/2019/04/Lead-NDA.pdf" }, { "id": 142, "file_name": "LiiON%20NDA%202-27-2015%20v1.0.pdf", "text": "NON-DISCLOSURE AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT (\u201cAgreement\u201d) is made and entered into this _____ day of ___________, 2015 (the \u201cEffective Date\u201d), by and between ______________, a _________________________, having its principal place of business at ___________________ ___________________ (\u201cVendor\u201d), and LiiON, LLC., a Nevada limited liability corporation, having its principal place of business at 120 Prairie Lake Rd, Suite 1, East Dundee, IL 60118 (\u201cCompany\u201d).\nWHEREAS, each party desires to provide and to receive information that may be consid-ered confidential or proprietary; and\nWHEREAS, prior to providing such information, each party requires a Non-Disclosure Agreement from the other party;\nNOW, THEREFORE, to ensure protection of such information and for other considera-tion the receipt and sufficiency of which is hereby acknowledged, the parties do hereby agree as follows:\n1. Definitions. As used in this Agreement:\n(a) \u201cAffiliates\u201d means entities controlling, controlled by or under common control with Vendor or with Company.\n(b) \u201cConfidential Information\u201d means: (1) any information, whether tangi-ble or intangible, in written or in machine readable form that is marked or designated in writing as \u201cProprietary\u201d or \u201cConfidential\u201d at the time of disclosure; (2) any information disclosed orally or visually to Receiving Party, provided that such information is orally identified as \u201cConfidential\u201d or \u201cProprietary\u201d prior to or at the time of its disclosure, (3) any information derived or extracted from information provided to Receiving Party that Receiving Party reasonably should conclude was intended to be confidential, or (4) any information that is considered a trade secret and not expressly released to Receiving Party by Disclosing Party.\n(c) \u201cDisclosing Party\u201d means the party disclosing the Confidential Infor-mation.\n(d) \u201cReceiving Party\u201d means the party receiving the Confidential Infor-mation.\n(e) \u201cPurpose\u201d means (1) discussing, assessing or evaluating a party\u2019s interest in establishing or furthering a current or future business relationship between the parties; and (2) to the extent this Agreement is incorporated by reference into any other agree-ment between the parties, achieving the objectives of that agreement.\n2. Use of Confidential Information.\n(a) Receiving Party agrees that it will only use Disclosing Party's Confidential Information to the extent necessary for the Purpose.\n(b) Except as provided in this Agreement, Receiving Party shall not intention-ally disclose to any other person, firm or corporation or use for its own benefit any Confi-dential Information it receives from Disclosing Party.\n(c) Receiving Party may disclose the Confidential Information to the employ-ees, officers, directors, and Affiliates of Receiving Party who need to know such Confi-dential Information in connection with the Purpose and who receive such information subject to the same or comparable restrictions as are contained in this Agreement as evi-denced by a signed non-disclosure agreement or equivalent . Disclosure of the Confiden-tial Information to outside agents and affiliates other than Receiving Party must be agreed upon by the Disclosing Party in writing..\n(d) Each party shall use at least the same degree of care, but in no event less than reasonable care, to avoid inadvertent disclosure or unpermitted use of the other par-ty's Confidential Information which it employs with respect to its own proprietary or con-fidential information of a similar nature which it does not wish to have disseminated, published or disclosed.\n(e) This Agreement shall not be construed to bind or impose obligations upon any other division, subsidiaries or business units of Receiving Party or its Affiliates, ex-cept for any such divisions, subsidiaries, business units or Affiliates that have access to the Confidential Information in accordance with the terms of this Agreement.\n3. Inapplicability of Restrictions. There shall be no restrictions under this Agree-ment with respect to any portion of the Confidential Information which:\n(a) is known to Receiving Party or its Affiliates at the time of its disclosure without breach of this Agreement.\n(b) is or becomes publicly known through no wrongful act of Receiving Party or its Affiliates.\n(d) is independently developed by Receiving Party without breach of the re-strictions contained in this Agreement.\n(e) is furnished to any third party by Disclosing Party without a similar re-striction on the third party\u2019s rights.\n(f) is approved for release by Disclosing Party.\n(g) is requested or required to be disclosed by court order, government agency action or other legal process. In such event, Receiving Party shall, to the extent permissi-ble under applicable law, notify Disclosing Party of any such request in sufficient time to enable Disclosing Party to contest or prevent such disclosure or seek entry of a an appro-priate protective order. Receiving Party shall cooperate with the Disclosing Party, at Dis-closing Party\u2019s expense, in seeking to protect the Confidential Information.\n4. Ownership. All Confidential Information disclosed pursuant to this Agreement is and shall remain the property of Disclosing Party. Receiving Party shall not alter or remove any confidentiality or proprietary marking on the Confidential Information and, subject to the forego-ing, may make such limited number of copies of Disclosing Party's Confidential Information to the extent necessary to achieve the Purpose. Within 15 days of written request from Disclosing Party, Receiving Party shall promptly return Disclosing Party\u2019s Confidential Information and all copies thereof to Disclosing Party or destroy Disclosing Party\u2019s Confidential Information, in-cluding all copies thereof, purge its computer systems of such Confidential Information and cer-tify such destruction in writing signed by a duly authorized representative. Notwithstanding the foregoing, Receiving Party may retain one copy in a confidential file for archival purposes.\n5. No License or Other Rights. No license or other rights under any patent, copy-right, trademark or trade secret are granted or implied by this Agreement. Neither this Agree-ment nor the disclosure or receipt of Confidential Information shall be construed to create any obligation of a party to enter into any agreement or relationship with the other party or to pur-chase from or provide to the other party any service or product. Neither party shall communicate any information to the other in violation of the proprietary rights of any third party.\n6. Notices. Whenever under the terms of or in connection with this Agreement any notice, consent, approval, authorization or other information is proper or required to be given by either party, such notice, consent, approval, authorization or other information shall be in writing and shall be given or made by facsimile, by reputable overnight courier with documentation of receipt to the intended recipient thereof or by registered or certified mail, return receipt re-quested, and with all postage prepaid, addressed as follows:\nIf to Company, to: LiION LLC 120 Prairie Lake Rd East Dundee, IL 60118\nAttention: Gary Gray\nIf to Vendor, to: ____________________________________\nAttention:\nEither party may change the person to whom notices shall be sent or its notice address by notice given in accordance with this section. Notice shall be deemed received on the date of receipt or\nthe date on which receipt is refused. In the event notice is given by facsimile, a copy of such fac-simile shall be sent to the recipient thereof in accordance with the provisions hereof (other than by facsimile) within two days after such facsimile was transmitted.\n7. Other.\n(a) The term of this Agreement shall commence on the Effective Date and shall expire three years\u2019 thereafter, unless earlier terminated by either party upon at least ten days\u2019 prior notice to the other party. The restrictions and obligations set forth in this Agreement shall survive any expiration or termination for five years from the date of such expiration or termination with respect to Confidential Information disclosed under this Agreement prior to the date of such expiration or termination.\n(b) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, IN CONTRACT, IN TORT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY NATURE OR KIND RELATING TO OR IN CONNECTION WITH SUCH PARTY\u2019S PERFORMANCE OR NON-PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT.\n(c) This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Illinois without regard to principles of conflicts of law.\n(d) HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND TO THE FULLEST EXTENT PERMITTED BY LAW WAIVE ALL RIGHTS TO TRIAL BY JURY AND AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE.\n(e) Neither party shall export, directly or indirectly, any Confidential Infor-mation received under this Agreement or any product that utilizes such Confidential In-formation to any country or to any foreign national for which governmental authorization is required, without first obtaining such authorization.\n(f) This Agreement shall be binding upon the parties, their successors and as-signs. Neither party shall assign this Agreement or any Confidential Information re-ceived from the other party pursuant to this Agreement without the other party's prior written consent.\n(g) This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement. Any amendment or modifi-cation of this Agreement shall be in writing and executed by duly authorized representa-tives of the parties.\n(h) The relationship between the parties is that of independent contractors. This Agreement does not establish a joint venture, agency or partnership between the par-ties, nor does it create an employer-employee relationship. Neither party shall have any authority or power to bind the other party, to create a liability against the other party, to incur any obligations on behalf of the other party or to represent that the other party is in any way responsible for it. Neither party shall hold itself out as having any such author-ity.\n(i) No waiver of, or the failure of either party to require strict compliance with, any provision of this Agreement in any respect shall be deemed to be a waiver of such party's right to insist upon strict compliance with such provision or with all other provisions of this Agreement. No waiver by either party of any breach or default of this Agreement shall constitute a waiver of any other or subsequent breach or default. No waiver shall be binding unless executed in writing by the party against whom the waiver is sought to be enforced.\n(j) Each party acknowledges that it has had the opportunity to have legal counsel review this Agreement and to negotiate its terms and conditions. Should any questions of construction or interpretation of this Agreement arise, the parties agree that no presumption shall be applied against the party drafting this Agreement or any portion thereof and that the language of this Agreement shall, in all cases, be construed as a whole according to its fair meaning and not strictly for or against either party.\n(k) This Agreement may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an origi-nal, but all of which when taken together shall constitute a single and the same instru-ment. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or electronically shall be constitute delivery of a manually executed counterpart of this Agreement and shall have the same force and effect as a document bearing origi-nal signatures.\n(l) Each party to this Agreement represents that the individual executing this Agreement on its behalf is duly authorized to bind such party to this Agreement accord-ing to its terms.\nCompany Name: LiION LLC\nBy: By:\nName: Name: Gary Gray\n(print please)\nTitle: Title: CEO and President\n", "spans": [ [ 0, 24 ], [ 25, 169 ], [ 169, 256 ], [ 256, 276 ], [ 276, 471 ], [ 472, 594 ], [ 595, 709 ], [ 710, 896 ], [ 897, 913 ], [ 913, 939 ], [ 940, 1051 ], [ 1052, 1090 ], [ 1090, 1285 ], [ 1285, 1484 ], [ 1484, 1654 ], [ 1654, 1774 ], [ 1775, 1855 ], [ 1856, 1934 ], [ 1935, 1955 ], [ 1955, 2111 ], [ 2111, 2263 ], [ 2264, 2299 ], [ 2300, 2433 ], [ 2434, 2658 ], [ 2659, 3056 ], [ 3056, 3216 ], [ 3217, 3587 ], [ 3588, 3925 ], [ 3926, 3962 ], [ 3962, 4081 ], [ 4082, 4195 ], [ 4196, 4290 ], [ 4291, 4405 ], [ 4406, 4521 ], [ 4522, 4570 ], [ 4571, 4681 ], [ 4681, 4949 ], [ 4949, 5091 ], [ 5092, 5106 ], [ 5106, 5226 ], [ 5226, 5509 ], [ 5509, 5923 ], [ 5923, 6035 ], [ 6036, 6067 ], [ 6067, 6192 ], [ 6192, 6469 ], [ 6469, 6588 ], [ 6589, 6601 ], [ 6601, 7120 ], [ 7121, 7191 ], [ 7192, 7212 ], [ 7213, 7267 ], [ 7268, 7278 ], [ 7279, 7415 ], [ 7415, 7472 ], [ 7473, 7511 ], [ 7511, 7739 ], [ 7740, 7749 ], [ 7750, 7959 ], [ 7959, 8251 ], [ 8252, 8565 ], [ 8566, 8726 ], [ 8727, 8964 ], [ 8965, 9276 ], [ 9277, 9362 ], [ 9362, 9542 ], [ 9543, 9682 ], [ 9682, 9815 ], [ 9816, 9893 ], [ 9893, 10042 ], [ 10042, 10287 ], [ 10287, 10353 ], [ 10354, 10639 ], [ 10639, 10780 ], [ 10780, 10896 ], [ 10897, 11044 ], [ 11044, 11404 ], [ 11405, 11665 ], [ 11665, 11936 ], [ 11937, 12120 ], [ 12121, 12144 ], [ 12145, 12152 ], [ 12153, 12174 ], [ 12175, 12189 ], [ 12190, 12221 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 39, 44 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 11, 15 ] }, "nda-1": { "choice": "Entailment", "spans": [ 11, 12, 13 ] }, "nda-19": { "choice": "Entailment", "spans": [ 59 ] }, "nda-12": { "choice": "Entailment", "spans": [ 28, 29, 32 ] }, "nda-20": { "choice": "Entailment", "spans": [ 42 ] }, "nda-3": { "choice": "Entailment", "spans": [ 11, 12, 13 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 25 ] }, "nda-17": { "choice": "Entailment", "spans": [ 40 ] }, "nda-8": { "choice": "Entailment", "spans": [ 29, 35, 36 ] }, "nda-13": { "choice": "Entailment", "spans": [ 28, 29, 33 ] }, "nda-5": { "choice": "Entailment", "spans": [ 24 ] }, "nda-4": { "choice": "Entailment", "spans": [ 22 ] } } } ], "document_type": "search-pdf", "url": "http://www.liionllc.com/pdf/LiiON%20NDA%202-27-2015%20v1.0.pdf" }, { "id": 143, "file_name": "MelbourneDatathon2017NDA.pdf", "text": "NON DISCLOSURE AGREEMENT (NDA)\nParties\n1 NOSTRADATA Limited (ACN 139 103 656) of 1/1-9 Derrick St, Kew VIC 3101 (\"NOSTRADATA\");and\n2 The person signing this agreement (\"the Confidant\").\nBackground\nNostraData intends to provide the Confidant with transactional data for the purposes of the 2017 Melbourne Datathon to be held between April 13th and June 2nd 2017 (Datathon).\nNostraData is willing to disclose Confidential Information (as defined below) for the sole purpose of the Datathon. This deed sets out how this Confidential Information must be treated by the Confidant.\nTHIS DEED WITNESSES\n1 Confidential information\nIn this deed, the term Confidential Information means any and all information disclosed by NostraData to the Confidant in any form (including verbally, electronically, visually, in writing or in any other tangible form, and all copies of any such information), which is identified as, notified as being, or which would be reasonably expected to be, confidential or proprietary to NostraData.\nConfidential Information includes any data, software, software documentation, source code, documentation for functional specifications, development guidelines, inventions, training materials, third party confidential information, and any information about NostraData which is disclosed to the Confidant in connection with the Datathon.\n2 Use of Confidential Information\nThe Confidant may only use Confidential Information disclosed to it under this deed for the sole purpose of the Datathon and must use Confidential Information strictly in accordance with NostraData\u2019s directions and otherwise in accordance with this deed.\n3 Disclosure of Confidential Information\nThe Confidant must not disclose any Confidential Information to any third party without the express and prior written consent of NostraData. The Confidant must take all reasonable precautions to avoid unauthorised disclosure and protect against unauthorised use of the Confidential Information, such precautions to be at least as stringent as those used by the Confidant for the protection of the Confidant\u2019s own confidential information and always in accordance with the Privacy Act 1988. The Confidant must not store the Confidential Information on a public web server.\n4 Disclosure required by law\nIf the Confidant is required by law to disclose any Confidential Information to a third person, the Confidant must:\n(a) before doing so:\n(i) notify NostraData; and\n(ii) give NostraData a reasonable opportunity to take any steps that NostraData considers necessary to protect the confidentiality of that information; and\n(b) notify the third person that the information is the Confidential Information of NostraData.\n5 Reverse engineering, decompilation and re-identification\nThe Confidant must not reverse engineer or decompile any software included in any Confidential Information, or make any unauthorised copies of any Confidential Information. The Confidant must not attempt to re-identify any personal information that has been de-identified in the Confidential Information.\n6 Indemnity\nAs the disclosure of the Confidential Information may cause irreparable harm to the business of NostraData, the Confidant hereby undertakes to indemnify, and to keep indemnified, NostraData against all claims, losses or liabilities (including in particular damages, reasonable legal and professional costs, penalties and expenses) which may be suffered or incurred by NostraData arising out of or in connection with a breach of this deed by the Confidant.\n7 Acknowledgement\nNotwithstanding clause 6, the Confidant acknowledges that it is aware that any breach of this deed may result in damage to NostraData and that NostraData is entitled to enforce its rights by seeking specific performance or injunction proceedings, as monetary damages may not be sufficient relief.\n8 Rights in Confidential Information\nThe Confidant acknowledges that it has no proprietary rights, title or interest in, and will not acquire any licence, rights, title or interest in, any Confidential Information or other information disclosed by NostraData to the Confidant.\n9 Return of Confidential Information\nFollowing any request by NostraData, the Confidant must immediately provide to NostraData all Confidential Information and certify that no Confidential Information is retained by the Confidant. The obligation to return Confidential Information includes the obligation to return any and all Confidential Information in physical, electronic or other tangible form.\n10 Deletion of data at the conclusion of the Datathon\nAt the conclusion of the Datathon the Confidant must permanently delete all data provided by NostraData. The data may be retained if NostraData makes specific requests for further demonstrations.\n11 Intellectual Property\nAny source code developed by the Confidant for the purpose of the Datathon will remain the intellectual property of the Confidant. It is not required to submit source code to be eligible to participate in the Datathon.\nBy making a submission at the conclusion of the Datathon, consisting of a deck of slides presenting the Confidant's insights extracted from the Confidential Information, the Confidant grants the Datathon organisers and NostraData an irrevocable, non-exclusive, royalty-free and perpetual right to use, modify, distribute to the public, and publicly display the content of the submission\n12 General\n(a) This deed is governed by the laws of the State of Victoria, Australia.\n(b) This deed constitutes the entire agreement between the parties and supersedes all prior understandings and agreements concerning its subject matter.\n(c) The words \u201cincludes\u201d and \u201cincluding\u201d are not words of limitation\nSigned by the Confidant\nThe information below may be collected separately during the registration process of the Datathon.\nFull name \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nAddress \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nOccupation and employer (if applicable) \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\nDate 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2930 ], [ 2930, 3061 ], [ 3062, 3073 ], [ 3074, 3529 ], [ 3530, 3547 ], [ 3548, 3844 ], [ 3845, 3881 ], [ 3882, 4121 ], [ 4122, 4158 ], [ 4159, 4353 ], [ 4353, 4521 ], [ 4522, 4575 ], [ 4576, 4681 ], [ 4681, 4771 ], [ 4772, 4796 ], [ 4797, 4928 ], [ 4928, 5015 ], [ 5016, 5402 ], [ 5403, 5413 ], [ 5414, 5488 ], [ 5489, 5641 ], [ 5642, 5710 ], [ 5711, 5734 ], [ 5735, 5833 ], [ 5834, 5888 ], [ 5889, 5941 ], [ 5942, 6016 ], [ 6017, 6066 ], [ 6067, 6121 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 29 ] }, "nda-16": { "choice": "Entailment", "spans": [ 41 ] }, "nda-15": { "choice": "Entailment", "spans": [ 36 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Entailment", "spans": [ 12 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 11 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 38, 39 ] }, "nda-3": { "choice": "Entailment", "spans": [ 11 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 16 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 29 ] }, "nda-8": { "choice": "Entailment", "spans": [ 20, 21, 22, 23 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 14 ] } } } ], "document_type": "search-pdf", "url": "http://www.datasciencemelbourne.com/datathon/wp-content/uploads/2014/12/MelbourneDatathon2017NDA.pdf" }, { "id": 144, "file_name": "helpjuice_production%2Fuploads%2Fupload%2Fimage%2F2329%2Fdirect%2F1526996160411-FullStory+Mutual+Non-Disclosure+Agreement+2018.pdf", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement (the \u201cAgreement\u201d) is made and entered into, as of May 8th, 2018 (\u201cEffective Date\u201d), by and between FullStory, Inc., having a principal place of business at 120 Ottley Dr NE, Ste 100, Atlanta, GA 30324 and ____________, having a principal place of business at ________________.\n1. \"Confidential Information\"means information that relates to the Purpose (as defined below) or that, although not related to such Purpose, is nevertheless disclosed as a result of the parties' discussions in that regard, and that should reasonably have been understood by the party receiving such information (the \u201cRecipient\u201d), because of legends or other markings, the circumstances of disclosure or the nature of the information itself, to be proprietary and confidential to the party disclosing the information (the \u201cDiscloser\u201d) or an Affiliate of the Discloser or to a third party. Confidential Information may be disclosed in written or other tangible form (including on electronic media) or by oral, visual or other means. Confidential Information includes all of the following, whether or not reduced to tangible form: software codes and computer programs; trade secrets, patents, patent applications, and copyrights; know-how, processes, research, development, ideas, and inventions (whether patentable or not); formulas and algorithms; technical drawings, schematics, design, diagrams, models, and flow charts; documentation and specifications; databases and materials; financial information and projections; business plans and needs; employee information; customer lists, sales information and forecasts, marketing plans, customer leads, customer information and anticipated markets; and other information of a similar nature, and any other trade secrets or non-public business information belonging or pertaining to either of the parties. \"Affiliate\"means any person or entity directly or indirectly controlling, controlled by, or under common control with a party.\n2. Recipient will not use any Confidential Information except to the extent necessary for the internal purpose of discussing, analyzing, and exchanging information about each party\u2019s products, services and other offerings to determine whether the parties may enter into a mutually beneficial business relationship (\u201cPurpose\u201d). Recipient will not disseminate or disclose any Confidential Information to any person, firm, business or governmental agency or department, except as such disclosure is expressly permitted in this Agreement. Recipient will treat all of Discloser\u2019s Confidential Information with the same degree of care as Recipient treats its own Confidential Information, but not less than reasonable care. Recipient will disclose Discloser\u2019s Confidential Information only to those of Recipient\u2019s employees, consultants, and contractors who have a \u201cneed to know\u201d the information to assist Recipient with respect to the Purpose and who are legally bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Agreement. Neither party is obligated under this Agreement to purchase from or provide to the other party any service or product. Recipient agrees not to copy or reverse engineer, or attempt to derive the composition or underlying information, structure or ideas of any Confidential Information. No licenses or rights under any patent, copyright, trademark, or trade secret are granted or are to be implied by this Agreement; Recipient does not acquire any right in or to the Confidential Information except the limited right to use it for the Purpose.\n3. Recipient\u2019s obligations under Section 2 will not apply to any of Discloser\u2019s Confidential Information that Recipient can document: (a) was in the public domain at or subsequent to the time the Confidential Information was communicated to Recipient by Discloser through no fault of Recipient; (b) was rightfully in Recipient\u2019s possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to Recipient by the Discloser; (c) was developed by employees or agents of Recipient independently of and without reference to any of Discloser\u2019s Confidential Information; or (d) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. A disclosure by Recipient of any of Discloser\u2019s Confidential Information (a) in response to a valid order by a court or other governmental body; (b) as otherwise required by law; or (c) necessary to establish the rights of either party under this Agreement will not be considered to be a breach of this Agreement by the Recipient; provided, however, that Recipient provides prompt prior written notice to the Discloser to enable Discloser to seek a protective order or otherwise prevent the disclosure.\n4. Neither party will communicate any information to the other in violation of the proprietary rights of any third party. ALL CONFIDENTIAL INFORMATION IS PROVIDED \u201cAS IS,\u201d AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NONINFRINGEMENT, ARE HEREBY DISCLAIMED. Discloser will have no liability or responsibility for reasonably unknown errors or omissions in, or any decisions made by Recipient in reliance on, any Confidential Information disclosed hereunder.\n5. Recipient will obtain any licenses or approvals the U.S. government or any of its agencies require prior to exporting, directly or indirectly, any technical data acquired from Discloser pursuant to this Agreement or any product utilizing that data.\n6. This Agreement will become effective as of the Effective Date and will continue until the date one party receives written notice of termination of this Agreement from the other party; provided, however, that a Recipient\u2019s obligations under Section 2 will survive termination of this Agreement and will continue with respect to the Discloser\u2019s Confidential Information until the obligations no longer apply pursuant to Section 3 above.\n7. All Confidential Information disclosed under this Agreement will be and will remain the property of the Discloser; all such information in tangible form will be returned to Discloser promptly upon written request or upon the termination or expiration of this Agreement, and will not thereafter be retained in any form by Recipient or its Affiliates or any of their employees. Except upon mutual written agreement or as may be required by law, neither party will disclose to others the existence or terms of this Agreement, the discussions that gave rise to this Agreement or the fact that there have been, or will be, discussions or negotiations covered by this Agreement.\n8. The parties acknowledge that the Confidential Information is unique and valuable and a breach by Recipient of this Agreement will cause irreparable and continuing damage to Discloser for which money damages are insufficient. In the event of a breach or threatened breach of the obligations under this Agreement, Discloser will be entitled to: (1) seek specific performance and injunctive or other equitable relief without the necessity of posting a bond, and (ii) indemnification from any loss or harm, including recovery of attorney\u2019s fees, in connection with any breach or enforcement of Recipient\u2019s obligations hereunder or the unauthorized use or release of such Confidential Information. Any such relief will be in addition to and not in lieu of any appropriate relief in the way of monetary damages. Recipient must notify Discloser in writing immediately upon the occurrence of any such unauthorized release or other breach of which it is aware and will assist Discloser in remedying the unauthorized use or disclosure of Discloser\u2019s Confidential Information.\n9. Any notice required or permitted by this Agreement will be in writing and will be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when delivered personally; (b) by overnight courier, upon written verification of receipt; or (c) by certified or registered mail, return receipt requested, upon verification of receipt. Notice will be sent to the addresses set forth above or to such other address as either party may provide in writing.\n10. This Agreement (a) is the complete agreement of the parties concerning the subject matter hereof and supersedes any prior agreements whether oral or written with respect to disclosures concerning such subject matter; (b) may not be amended or modified except by in a writing signed by authorized representatives of both parties; and (c) will be governed and construed in accordance with the laws of Delaware without regard to conflict of laws provisions. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in New Castle County, Delaware as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgment of the federal or state courts located in New Castle County, Delaware such personal jurisdiction will be non-exclusive. Additionally, notwithstanding anything in the foregoing to the contrary, a claim for equitable relief arising out of or related to this Agreement may be brought in any court of competent jurisdiction. Neither party may assign any of its rights or obligations hereunder, except to an Affiliate, without the prior written consent of the other party. No failure or delay in exercising or any partial exercise of any right, power or privilege hereunder will operate as a waiver thereof. If any provision of this Agreement is found to be unenforceable, the remainder will be enforced as fully as possible and the unenforceable provision will be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed herein.\nThe parties agree and are signing this Agreement as of the Effective Date.\nFULLSTORY, INC. _________________\nBy: By:\nName: Name:\nTitle: Title:\n", "spans": [ [ 0, 31 ], [ 32, 59 ], [ 59, 328 ], [ 328, 345 ], [ 346, 934 ], [ 934, 1077 ], [ 1077, 1898 ], [ 1898, 2024 ], [ 2025, 2352 ], [ 2352, 2560 ], [ 2560, 2743 ], [ 2743, 3111 ], [ 3111, 3230 ], [ 3230, 3396 ], [ 3396, 3652 ], [ 3653, 3787 ], [ 3787, 3948 ], [ 3948, 4136 ], [ 4136, 4280 ], [ 4280, 4383 ], [ 4383, 4456 ], [ 4456, 4528 ], [ 4528, 4565 ], [ 4565, 4885 ], [ 4886, 5008 ], [ 5008, 5223 ], [ 5223, 5421 ], [ 5422, 5673 ], [ 5674, 6111 ], [ 6112, 6491 ], [ 6491, 6787 ], [ 6788, 7016 ], [ 7016, 7134 ], [ 7134, 7250 ], [ 7250, 7484 ], [ 7484, 7597 ], [ 7597, 7856 ], [ 7857, 8003 ], [ 8003, 8056 ], [ 8056, 8123 ], [ 8123, 8216 ], [ 8216, 8333 ], [ 8334, 8353 ], [ 8353, 8555 ], [ 8555, 8671 ], [ 8671, 8793 ], [ 8793, 9208 ], [ 9208, 9409 ], [ 9409, 9556 ], [ 9556, 9691 ], [ 9691, 10008 ], [ 10009, 10083 ], [ 10084, 10100 ], [ 10100, 10117 ], [ 10118, 10125 ], [ 10126, 10137 ], [ 10138, 10151 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 13 ] }, "nda-16": { "choice": "Entailment", "spans": [ 29 ] }, "nda-15": { "choice": "Entailment", "spans": [ 14, 29 ] }, "nda-10": { "choice": "Entailment", "spans": [ 30 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 4 ] }, "nda-19": { "choice": "Entailment", "spans": [ 28 ] }, "nda-12": { "choice": "Entailment", "spans": [ 15, 18 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 29 ] }, "nda-3": { "choice": "Entailment", "spans": [ 5, 6 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 11 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 13 ] }, "nda-8": { "choice": "Entailment", "spans": [ 20, 21, 22, 23 ] }, "nda-13": { "choice": "Entailment", "spans": [ 15, 19 ] }, "nda-5": { "choice": "Entailment", "spans": [ 11 ] }, "nda-4": { "choice": "Entailment", "spans": [ 8, 42, 43, 44 ] } } } ], "document_type": "search-pdf", "url": "https://s3.amazonaws.com/helpjuice-static/helpjuice_production%2Fuploads%2Fupload%2Fimage%2F2329%2Fdirect%2F1526996160411-FullStory+Mutual+Non-Disclosure+Agreement+2018.pdf" }, { "id": 145, "file_name": "icc-court-non-disclosure-agreement-english.pdf", "text": "NON-DISCLOSURE AGREEMENT\nBetween:\nInternational Chamber of Commerce (\u201cICC\u201d), a French not-for-profit association established under the law of 1901 (association loi 1901) relating to the contract of association, domiciled at 33-43 avenue du Pr\u00e9sident Wilson, 75116 Paris, France, acting on behalf of its working body, the International Court of Arbitration (the \u201cICC Court\u201d),\nand\n(tick the box/es related to your role on the Nominations Commission and add your name)\n.............................................................................: ICC Court member\n.............................................................................: Member of National Committee Nominations Commission\n.............................................................................: Contact Person (paragraph 18 of the Note to National Committees and Groups of ICC on the Proposal of Arbitrators)\n..............................................................................: Other person affiliated or employed by a National Committee (but not the Contact Person)\nhereinafter referred to as \u201cParty\u201d or \u201cParties\u201d respectively.\nWhereas the work of the ICC Court, including the work of the offices of its Secretariat, is of a confidential nature which must be respected by everyone who participates in that work in whatever capacity, in particular by ICC Court members and individuals involved in the selection and proposal of arbitrators to the ICC Court within an ICC National Committee or Group (the \u201cMembers\u201d);\nWhereas the ICC Court wishes to ensure that the information, which may become known to Members while performing their function in the course of their term of office as member of the ICC Court or when in charge of selecting or proposing arbitrators to the ICC Court within an ICC National Committee or Group, is used in compliance with the ICC Arbitration Rules and their Appendices and protected from any disclosure;\nWhereas the Parties are aware of their obligation to preserve confidentiality, trade secret, and privacy of information and data that may be brought to their attention in the course of their term of office;\nWhereas the Members acknowledge that any breach of their obligation mentioned hereto would be detrimental to ICC, its management and staff, the ICC Court and the reputation of ICC arbitration thus leaving no option to ICC but to take all appropriate action to remedy this breach;\nThe Parties enter into the following agreement (\u201cAgreement\u201d):\nArticle 1 \u2013 Definition of Confidential and Proprietary Information\n\u201cConfidential Information\u201d means any information or data, or both, communicated by or on behalf of the ICC Court to the Member, including, but not limited to, any kind of business, commercial, technical, legal, financial information and data in connection with the arbitral proceedings, the activities and image of the ICC Court, except for information that is demonstrably non-confidential in nature. The information shall be Confidential Information, irrespective of the medium in which that information or data is embedded, and whether the Confidential Information is disclosed orally, visually or otherwise.\n\u201cProprietary Information\u201d means information or data, or both, belonging to ICC, which may be Confidential Information or not.\nArticle 2 \u2013 Obligation to keep Confidential and Restrictive Use\nThe Member shall:\na) not disclose any Confidential Information or Proprietary Information unless expressly authorised by the ICC Court;\nb) use any Confidential Information or Proprietary Information exclusively for the purpose of its collaboration with the ICC Court and not for its own or anyone else\u2019s benefit;\nc) keep secure, confidential and hold all Confidential Information and Proprietary Information with no less a degree of care as is used for the Member\u2019s own confidential or Proprietary Information and at least with reasonable care; and\nd) not amend, vary, develop, improve, enhance (\u201cDerivation\u201d) the Confidential Information or Proprietary Information except as otherwise approved in writing by the ICC Court.\nIn addition, ICC Court members are only permitted to disclose Confidential information or Proprietary information for the sole purpose of conflict checks. They must only disclose such information to the person duly authorized to run conflict checks within their respective law firm or company. ICC Court members undertake that their firm or company will not use the Confidential information or Proprietary information for any other purpose and remain responsible for ensuring that such information is immediately destroyed upon conclusion of the conflict check.\nArticle 3 \u2013 Exclusions from Obligation to keep Confidential and Restrictive Use\nThe obligations under Article 2 to keep confidential all Confidential Information or Proprietary Information shall not apply to the extent that the Member can prove that any of that information:\na) was in the Member\u2019s possession without an obligation of confidentiality prior to receipt from the ICC Court;\nb) is lawfully obtained by the Member from a third party without an obligation of confidentiality, provided that third party is not, to the ICC Court\u2019s best knowledge, in breach of any obligation of confidentiality to the ICC Court relating to that information; or\nc) is developed by the Member independent of any Confidential Information or Proprietary Information.\nArticle 4 \u2013 Copies\nUnless otherwise specified by the ICC Court at the time of disclosure, the Member may make copies of the Confidential Information and of Proprietary Information to the extent necessary for the purpose of performing the Member\u2019s function.\nArticle 5 \u2013 Refusal\nNothing in this Agreement shall obligate the ICC Court to disclose any information to the Member. ICC has full discretion to determine which Confidential Information or Proprietary Information can be disclosed to the Member during the term of office of the Member.\nArticle 6 \u2013 No Licence or Ownership\nNothing in this Agreement shall affect any rights the ICC Court may have in relation to Confidential Information or Proprietary Information, neither shall this Agreement provide the Member with any right or licence under any patents, copyrights, trade secrets, or the like in relation to the Confidential Information or Proprietary Information.\nArticle 7 \u2013 No Warranty\nThe ICC Court makes available the Confidential Information or Proprietary Information as is and only warrants that, it has done its best efforts to ensure to the best possible extent that the information disclosed is complete, accurate, free from defects or third party rights, and useful for the purposes of the Member.\nArticle 8 \u2013 No Further Obligations\nThis Agreement does not:\na) create any other relationship; or\nb) oblige a Party to enter into any other contract.\nArticle 9 \u2013 Term and Termination\nThis Agreement enters into force by signing of all Parties and can be terminated by either Party with immediate effect by giving a written notice to the other Party.\nThis Agreement ends automatically upon expiry of the Member\u2019s term of office.\nArticle 10 \u2013 Survival of Obligations\nUpon termination of this Agreement, the Member shall stop making use of Confidential Information or Proprietary Information. The Parties\u2019 obligations under this Agreement shall survive indefinitely or to the longest extent permitted by the applicable laws.\nArticle 11 \u2013 Breach and Remedies\nThe Parties agree that Confidential Information or Proprietary Information may relate to highly sensitive aspects of ICC Court\u2019s activities or arbitral proceedings and that loss, misuse or unauthorised Derivation or disclosure of the Confidential Information or Proprietary Information may be highly prejudicial to the interests of ICC and the ICC Court, and that financial compensation may not adequatly compensate ICC for any such damage. ICC therefore reserves the right to take whatever injunctive or other action it deems necessary, at law, in equity or otherwise to protect its interests in the event of any actual and/or alleged breach of this Agreement by the Member.\nArticle 12 \u2013 Disposal\nWithin ninety (90) days of termination of this Agreement, the ICC Court may request the disposal of the Confidential Information or Proprietary Information disclosed to the Member. Disposal means execution of reasonable measures to return or destroy all materials and copies including electronic data. Destruction shall be confirmed in writing. Disposal shall be effected within thirty (30) days of the request being made.\nArticle 13 \u2013 Good Faith and Fair Dealing\nIn carrying out their obligations under this Agreement, the Parties will act in accordance with the principles of good faith and fair dealing. The provisions of this Agreement, as well as any statements made by the Parties in connection with this Agreement, shall be interpreted in accordance with the principles of good faith and fair dealing.\nArticle 14 \u2013 Dispute Resolution\nThis Agreement is governed by, and shall be construed in accordance with the laws of France.\nAny dispute arising from or in connection with this Agreement shall be resolved by both Parties or their representatives, if any, through consultation and negotiations at the request of either Party by written notice to the other Party.\nFailing a resolution within three weeks following the notice mentioned in the above paragraph, the Tribunal de Grande Instance de Paris shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes arising out of or in connection with this Agreement.\nArticle 15 \u2013 No Assignment\nThis Agreement may not be assigned by either Party without the prior written consent of the other Party. No assignment shall relieve a Party of its obligations under this Agreement with respect to Confidential Information or Proprietary Information disclosed to that Party prior to the agreed assignment.\nArticle 16 \u2013 Written Form\nThis Agreement may not be modified or amended except in writing, signed by the Parties or their authorised representatives.\nIn witness whereof the Parties or their duly authorised representatives have executed this Agreement on the day and year written below.\nDate (Day/Month/Year): ..........................................\nICC Signatory\nEmmanuel Jolivet Name ...............................................................\nGeneral Counsel Title ..................................................................\nInternational Chamber of Commerce Firm/Company .................................................\nSignature Signature \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\n", "spans": [ [ 0, 24 ], [ 25, 33 ], [ 34, 374 ], [ 375, 378 ], [ 379, 465 ], [ 466, 561 ], [ 562, 692 ], [ 693, 885 ], [ 886, 966 ], [ 966, 1054 ], [ 1055, 1116 ], [ 1117, 1502 ], [ 1503, 1919 ], [ 1920, 2126 ], [ 2127, 2406 ], [ 2407, 2468 ], [ 2469, 2477 ], [ 2477, 2535 ], [ 2536, 2938 ], [ 2938, 3147 ], [ 3148, 3273 ], [ 3274, 3282 ], [ 3282, 3337 ], [ 3338, 3355 ], [ 3356, 3473 ], [ 3474, 3650 ], [ 3651, 3886 ], [ 3887, 4061 ], [ 4062, 4217 ], [ 4217, 4356 ], [ 4356, 4360 ], [ 4360, 4623 ], [ 4624, 4632 ], [ 4632, 4703 ], [ 4704, 4898 ], [ 4899, 5010 ], [ 5011, 5275 ], [ 5276, 5377 ], [ 5378, 5396 ], [ 5397, 5634 ], [ 5635, 5654 ], [ 5655, 5753 ], [ 5753, 5919 ], [ 5920, 5955 ], [ 5956, 6300 ], [ 6301, 6324 ], [ 6325, 6645 ], [ 6646, 6680 ], [ 6681, 6705 ], [ 6706, 6742 ], [ 6743, 6794 ], [ 6795, 6827 ], [ 6828, 6993 ], [ 6994, 7071 ], [ 7072, 7108 ], [ 7109, 7234 ], [ 7234, 7365 ], [ 7366, 7398 ], [ 7399, 7840 ], [ 7840, 8074 ], [ 8075, 8096 ], [ 8097, 8278 ], [ 8278, 8399 ], [ 8399, 8442 ], [ 8442, 8519 ], [ 8520, 8560 ], [ 8561, 8704 ], [ 8704, 8905 ], [ 8906, 8937 ], [ 8938, 9030 ], [ 9031, 9267 ], [ 9268, 9569 ], [ 9570, 9596 ], [ 9597, 9702 ], [ 9702, 9901 ], [ 9902, 9927 ], [ 9928, 10051 ], [ 10052, 10187 ], [ 10188, 10253 ], [ 10254, 10258 ], [ 10258, 10267 ], [ 10268, 10353 ], [ 10354, 10442 ], [ 10443, 10539 ], [ 10540, 10576 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 30, 31 ] }, "nda-15": { "choice": "Entailment", "spans": [ 44 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 18 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 56 ] }, "nda-12": { "choice": "Entailment", "spans": [ 34, 37 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 62 ] }, "nda-3": { "choice": "Entailment", "spans": [ 19 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "Entailment", "spans": [ 39 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 34, 36 ] }, "nda-5": { "choice": "Entailment", "spans": [ 28, 29 ] }, "nda-4": { "choice": "Entailment", "spans": [ 23, 25, 30, 31 ] } } } ], "document_type": "search-pdf", "url": "https://cdn.iccwbo.org/content/uploads/sites/3/2018/08/icc-court-non-disclosure-agreement-english.pdf" }, { "id": 146, "file_name": "ingram-non-disclosure.pdf", "text": "Non-Disclosure Agreement (APOD)\nThis Nondisclosure Agreement is entered into as of the ______ day of ___________, 20__ (the \"Effective Date\"), by and between Lightning Source UK Ltd., a private company limited by shares formed under the laws of England and Wales (\"LSUK\"), and ______________________, including its parent, subsidiary or affiliated entities, if any (\"Recipient\").\nIn order to pursue a possible business relationship, LSUK is providing a tour of its facility and may from time to time disclose confidential or proprietary business and technical information to Recipient. Recipient recognizes the need for LSUK to disclose certain Confidential Information to be used solely for the purpose of evaluating any discussions in furtherance of this business relationship using an automated print on demand facility. The parties hereby agree as follows:\nThat all information, data, and materials furnished, either orally or otherwise by LSUK shall be considered \"Confidential Information,\" which includes all technical and non-technical information concerning the past, present, and future business practices and/ or plans to include, without limitation, LSUK's highly proprietary automated print on demand book manufacturing process, its processes, features, functions, performance, components, subsystems, use, technology (whether owned or licensed), intellectual property, resources, research, innovations, products or service offerings, strategic partners, techniques or processes, software, patent applications, inventions, trade secrets, designs, drawings, engineering, hardware configuration information, marketing, strategies, or studies and all tangible and intangible property of any kind, whether conveyed in writing or orally by LSUK or its representatives to Recipient.\nCompany acknowledges and agrees that any breach of any provisions hereof by Recipient will cause irreparable harm and damage to LSUK. Money damages may not be an adequate remedy and in such event, LSUK, may in addition to other equitable and legal relief that may be available, seek the entry of injunctive relief by a court of competent jurisdiction. In the event a legal dispute arises concerning this Agreement, the prevailing Party shall recover all court costs, expenses, and reasonable attorney's fees.\nThe Recipient agrees not to copy, duplicate, disclose or deliver all or any portion of the Confidential Information to a third party or permit any other third party to inspect, copy or duplicate the same except those parties deemed necessary by the undersigned to evaluate a possible business relationship (including agents, advisors, affiliates, accountants, attorneys, consultants, and lenders). It is understood that the undersigned may disclose Confidential Information only to parties who (i) require such material for the purpose related to this agreement and (ii) are informed by Recipient of the confidential nature of the Confidential Information and agree to be bound by the terms hereof. The Recipient further agrees to be responsible for any breach of this Agreement by parties in the preceding sentence, and that these parties will not use any of the Confidential Information for any reason or purpose other than to evaluate a possible business relationship and not in any way detrimental to LSUK.\nThis shall not, however, prevent Recipient from disclosing to others or using in any manner Confidential Information: (i) which has been published and has become part of the public domain and not caused by acts or omissions by the receiving party; (ii) which has been furnished or made known to the undersigned by third parties as a matter of right without restriction of disclosure, or; (iii) which the undersigned can show was already in its possession at the time it entered into this Agreement and which was not acquired directly or indirectly from LSUK, it's representatives, or employees.\nThis Agreement shall remain in perpetually and upon request, Recipient will promptly return all data and materials furnished by LSUK, or provide written certification of its destruction and destroy any internal analyses and/or work papers related to these discussions.\nLSUK: RECIPIENT:\nLightning Source UK Ltd. __________________________ (RECIPIENT)\nChapter House, Pitfield __________________________ (Address)\nKiln Farm, Milton Keynes MK11 3LW __________________________ (Address)\nSigned: Signed:___________________________________\nPrinted Name:_____________________________ Printed Name:______________________________\nTitle:____________________________________ Title:_____________________________________\n", "spans": [ [ 0, 31 ], [ 32, 51 ], [ 51, 379 ], [ 380, 586 ], [ 586, 824 ], [ 824, 860 ], [ 861, 1789 ], [ 1790, 1924 ], [ 1924, 2142 ], [ 2142, 2298 ], [ 2299, 2697 ], [ 2697, 2793 ], [ 2793, 2865 ], [ 2865, 2998 ], [ 2998, 3309 ], [ 3310, 3428 ], [ 3428, 3558 ], [ 3558, 3698 ], [ 3698, 3904 ], [ 3905, 4173 ], [ 4174, 4190 ], [ 4191, 4216 ], [ 4216, 4254 ], [ 4255, 4279 ], [ 4279, 4306 ], [ 4306, 4315 ], [ 4316, 4350 ], [ 4350, 4377 ], [ 4377, 4386 ], [ 4387, 4400 ], [ 4400, 4437 ], [ 4438, 4481 ], [ 4481, 4524 ], [ 4525, 4568 ], [ 4568, 4611 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 19 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 6 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 10 ] }, "nda-17": { "choice": "Entailment", "spans": [ 10 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 15, 17 ] }, "nda-5": { "choice": "Entailment", "spans": [ 10 ] }, "nda-4": { "choice": "Entailment", "spans": [ 4 ] } } } ], "document_type": "search-pdf", "url": "http://www.societyofauthors.org/SOA/MediaLibrary/SOAWebsite/Events/ingram-non-disclosure.pdf" }, { "id": 147, "file_name": "isca-nda.pdf", "text": "Dated [ ]\nBetween\nINSTITUTE OF SINGAPORE CHARTERED ACCOUNTANTS\nand\n[ ]\n NON-DISCLOSURE AGREEMENT\nContents\n1. Definitions ................................................................................................................................ 3\n2. Confidentiality Obligations ...................................................................................................... 4\n3. Employee Undertakings .......................................................................................................... 5\n4. Third Party Disclosure ............................................................................................................. 5\n5. Information Not Protected ....................................................................................................... 5\n6. Personal Data ........................................................................................................................... 5\n7. Acknowledgements ................................................................................................................. 6\n8. Commencement ....................................................................................................................... 6\n9. Equitable Relief ........................................................................................................................ 6\n10. Governing Law ..................................................................................................................... 6\n11. General ................................................................................................................................. 6\nTHIS AGREEMENT is made on the ____ day of _________________.\nBETWEEN\n(1) THE INSTITUTE OF SINGAPORE CHARTERED ACCOUNTANTS, a society registered under the Societies Act (Chapter 311) in Singapore, and having its registered office at 60 Cecil Street, ISCA House, Singapore 049709 (\"ISCA\");\nAND\n(2) [______________________], a company incorporated in Singapore and having its registered office at [__________________________] (\u201cVendor\u201d).\n(each a \u201cParty\u201d and together the \u201cParties\u201d)\nWHEREAS\nA. As of the Effective Date, the Parties wish to enter into negotiations and evaluations with a possible view to entering into a formal agreement for the Vendor to provide [ISCA Wireless Network Infrastructure tech refresh] (\u201cServices\u201d).\nB. The Vendor wishes to receive and the ISCA is willing to disclose Confidential Information (defined below) on the terms and conditions set forth herein, for the purposes of performing due diligence, negotiating, finalising, executing and/or performing an agreement for the Services (collectively \u201cLimited Purpose\u201d).\nC. ISCA wishes to ensure that the Vendor shall maintain and Vendor agrees to maintain the confidentiality of all Confidential Information so disclosed at all times.\nIN CONSIDERATION of ISCA agreeing to disclose to the Vendor Confidential Information, the Parties hereby agree as follows:\n1. Definitions\n\u201cConfidential Information\u201d means ISCA\u2019s information comprising all data and information relating to the business, technical, and other operations of ISCA, and all other information of ISCA whatsoever obtained by Vendor pursuant to, by virtue of, or in the course of negotiating or performing the Services or an agreement for the Services, including where applicable (without any limitation):\n(a) all technical information, data, databases, source codes, object codes, know-how, processes, formulae, designs, drawings, documents, specifications, manuals, inventions, images, and all information comprised in and/or concerning equipment, systems, research, prototypes, samples, products, or services;\n(b) all of ISCA\u2019s plans, models, proposals, ideas, functionalities, workflow, work processes, network and system information, including those relating to the Services;\n(c) all marketing, sales, business, financial, operational, commercial, and human resource information, including financial data and business plans;\n(d) all contractual arrangements, forecasts, accounting and tax records, strategies, models, product and service information;\n(e) all ISCA IPR;\n(f) all of Vendor\u2019s proposals to ISCA for the Services, and ISCA\u2019s requirements, requests, instructions, and specifications to Vendor for the Services;\n(g) all communication between Vendor and ISCA;\n(h) all customer, client, and employee information and personal data;\n(i) any other proprietary information; and\n(j) all other information, data, experience and expertise, materials and diskettes stamped or marked as \"confidential\" of whatever kind,\nwhether written, electronic or in oral form, which is either directly or indirectly disclosed to the Vendor or received by the Vendor from ISCA and/or its employees, advisors or consultants, whether or not such information belongs to ISCA, or to a third party.\n\u201cEffective Date\u201d means the date of commencement of the Parties\u2019 obligations under this Agreement, being [_________________].\n\u201cIPR\u201d means all copyright, patent rights, design rights, trade marks, layout-design rights, trade secrets, proprietary rights and any other intellectual and industrial property rights whether registered or unregistered, in all countries of the world, and shall include without limitation, any pending patent applications and/or any part thereof.\n\u201cLimited Purpose\u201d is defined in Recital B.\n\u201cPDPA\u201d means the Singapore Personal Data Protection Act 2012 (No. 26 of 2012) and all subsidiary legislation and guidelines issued pursuant thereto.\n\u201cPersonal Data\u201d shall have the same meaning as that set out in the PDPA.\n\u201cServices\u201d is defined in Recital A.\n2. Confidentiality Obligations\n2.1 The Vendor hereby agrees to maintain as confidential and agrees not to use except for the Limited Purpose, any part or the whole of any Confidential Information.\n2.2 The Vendor shall:\n(1) not without the prior written consent of ISCA copy, reproduce, distribute, disclose, or allow access to any Confidential Information to any person, other than those employees who are directly concerned with fulfilling the Limited Purpose (subject to compliance with Clause 3) and purely on a \u201cneed to know\u201d basis in furtherance of the Limited Purpose (\u201cAuthorised Employees\u201d), and shall not use any Confidential Information for any purpose other than the Limited Purpose;\n(2) keep all materials and media containing Confidential Information in secure premises which are in the exclusive possession and control of the Vendor and with access restricted to Authorised Employees only (\u201cControlled Premises\u201d);\n(3) not store any Confidential Information in any externally accessible computer, server or media, or remove or transmit it outside the Controlled Premises;\n(4) keep a written record of all copies or reproductions of any Confidential Information specifying when and by whom they were taken and to whom they have been sent (where applicable); and\n(5) exercise, in relation to the Confidential Information, no lesser security measures and degree of care than those which the Vendor applies to its own confidential information (and which the Vendor warrants as providing adequate protection against any unauthorised disclosure, copying, or use).\n2.3 In the event that the Parties do not execute any agreement for the Services or upon demand by ISCA, the Vendor undertakes to forthwith:\n(1) return all Confidential Information (including all originals and copies) to ISCA; or\n(2) where (1) is not possible, at ISCA\u2019s option, destroy, erase, delete, or securely dispose of such Confidential Information,\nand to furnish ISCA with a written confirmation, certifying that no copies of the Confidential Information have been made, reproduced, retained, or distributed by itself, its employees, or any third parties, without prejudice to the obligations of confidentiality hereunder.\n3. Employee Undertakings\n3.1 The Vendor shall, before any permitted disclosures are made to any employees pursuant to Clause 2.2(1), inform such employees of the Vendor\u2019s obligations under this Agreement and bind such employees to observe the terms of this Agreement.\n3.2 For the avoidance of doubt, the Vendor shall be responsible for ensuring its employees\u2019 strict compliance with the terms of this Agreement. Any non-compliance with the terms of this Agreement by an employee of the Vendor shall be deemed a breach of this Agreement by Vendor.\n4. Third Party Disclosure\nIn the event that the Vendor requires the assistance of any third party other than employees of the Vendor, to whom disclosure of any Confidential Information is necessary, the Vendor shall first seek ISCA\u2019s written approval of such third party and thereafter, prior to any disclosure to that third party, obtain from that third party a duly binding non-disclosure agreement on terms at least as binding upon that third party as the Vendor is bound to ISCA hereunder which terms will be subject to ISCA\u2019s prior written approval.\n5. Information Not Protected\n5.1 The protection to be accorded to the Confidential Information to be disclosed hereunder does not and shall not extend to any information which:\n(1) at the Effective Date is public knowledge or which subsequently becomes public knowledge other than by any breach of the terms of this Agreement;\n(2) is proven by Vendor by written evidence to have been already known to the Vendor at the Effective Date and not acquired directly or indirectly from ISCA, and such information has been obtained without restrictions on disclosure to others; or\n(3) is required to be disclosed by applicable law or order of a court of competent jurisdiction or recognised stock exchange or government department or agency with valid authority, provided that prior to such disclosure the Vendor consults with ISCA as to the proposed form, scope, nature, and purpose of the disclosure, co-operates with ISCA to limit the extent of the disclosure, and permits ISCA time to obtain legal remedies to maintain such Confidential Information in confidence.\n6. Personal Data\n6.1 Vendor shall not collect, use, process and/or disclose any Personal Data of ISCA\u2019s clients or customers (collectively \u201cCustomers\u201d) or of ISCA\u2019s employees, without the prior written consent of ISCA.\n6.2 Vendor shall at all times comply with the provisions of the PDPA and not cause ISCA to be in breach of its obligations under the PDPA, including in relation to Personal Data of Customers and ISCA\u2019s employees.\n7. Acknowledgements\nVendor acknowledges and agrees that:\n(1) it does not acquire by implication or otherwise any right, title or interest in or to the Confidential Information and ISCA IPR, including any licence;\n(2) nothing in this Agreement nor in any discussions nor disclosures made pursuant to this Agreement shall be deemed a commitment to disclose any information to the Vendor or to engage in any business relationship, contract or future dealing with the Vendor;\n(3) nothing herein shall create or be deemed to create a partnership or joint venture or relationship of principal and agent or any manner of business relationship whatsoever between the Parties.\n8. Commencement\nThis Agreement and all its rights and obligations hereunder shall commence on the Effective Date.\n9. Equitable Relief\nThe Parties agree that in the event of any breach or threatened breach of this Agreement by the Vendor, ISCA shall be entitled to obtain equitable relief, including without any limitation, an injunction and/or specific performance, in addition to any other remedies available at law or in equity.\n10. Governing Law\n10.1 This Agreement shall be governed by and construed in accordance with Singapore law.\n10.2 The Parties hereby submit to the jurisdiction of the Singapore courts.\n11. General\n11.1 No failure or delay by either Party in exercising any right under this Agreement shall be a waiver of such right.\n11.2 No waiver of any obligation of this Agreement shall be valid unless expressly made in writing.\n11.3 If any part of this Agreement is, for any reason, declared invalid or unenforceable, the validity of the remaining part shall remain in full force and effect as if this Agreement had been executed without the invalid part.\n11.4 A person or entity who is not a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of this Agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.\nIN WITNESS WHEREOF, the Parties have hereunto set their hands on the date set out above.\nISCA\nSigned by _________________________ )\nDesignation _______________________ )\nFor and on behalf of )\nINSTITUTE OF SINGAPORE )\nCHARTERED ACCOUNTANTS )\nIn the presence of ___________________ )\n__________________________________\nVendor\nSigned by _________________________ )\nDesignation _______________________ )\nFor and on behalf of )\n____________________________ )\nIn the presence of ___________________ )\n__________________________________\n", "spans": [ [ 0, 9 ], [ 10, 17 ], [ 18, 62 ], [ 63, 66 ], [ 67, 70 ], [ 71, 72 ], [ 72, 96 ], [ 97, 105 ], [ 106, 250 ], [ 250, 251 ], [ 252, 386 ], [ 386, 387 ], [ 388, 520 ], [ 520, 521 ], [ 522, 658 ], [ 658, 659 ], [ 660, 793 ], [ 793, 794 ], [ 795, 936 ], [ 936, 937 ], [ 938, 1072 ], [ 1072, 1073 ], [ 1074, 1210 ], [ 1210, 1211 ], [ 1212, 1353 ], [ 1353, 1354 ], [ 1355, 1491 ], [ 1491, 1492 ], [ 1493, 1635 ], [ 1635, 1636 ], [ 1637, 1652 ], [ 1652, 1679 ], [ 1679, 1697 ], [ 1698, 1705 ], [ 1706, 1924 ], [ 1925, 1928 ], [ 1929, 2060 ], [ 2060, 2071 ], [ 2072, 2115 ], [ 2116, 2123 ], [ 2124, 2361 ], [ 2362, 2679 ], [ 2680, 2844 ], [ 2845, 2967 ], [ 2968, 2982 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"nda-15": { "choice": "Entailment", "spans": [ 97, 98 ] }, "nda-10": { "choice": "Entailment", "spans": [ 45, 49, 52, 65 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 45, 47, 48, 49, 50, 51, 52, 53, 54, 55 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 74, 75, 76, 77, 78 ] }, "nda-3": { "choice": "Entailment", "spans": [ 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 86 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 67, 68 ] }, "nda-8": { "choice": "Entailment", "spans": [ 89, 92 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 67, 68, 81, 83 ] }, "nda-4": { "choice": "Entailment", "spans": [ 59, 65, 86 ] } } } ], "document_type": "search-pdf", "url": "https://isca.org.sg/media/2240674/isca-nda.pdf" }, { "id": 148, "file_name": "khronos-mutual-nda.pdf", "text": "KHRONOS MUTUAL NON-DISCLOSURE AGREEMENT\nThis Khronos Mutual Non-Disclosure Agreement (\u201cAgreement\u201d) is entered into by and between The Khronos Group Inc. (\u201cKhronos\u201d), a California Corporation and the undersigned party (\u201cParticipant\u201d), by and through their authorized representatives as of the Effective Date as defined below.\n1. BACKGROUND\nKhronos and Participant wish to exchange confidential information to enable a dialog or commercial relationship.\n2. DEFINITIONS\nThroughout this Agreement the following terms when capitalized shall have the following meanings:\n\u201dConfidential Information\u201d shall include all technical and non-technical information provided by either party to the other, including but not limited to materials generated by Khronos and by Members on behalf of Khronos, and not specifically designated as non-Confidential by the providing party, including all versions and revisions of draft specifications and any passwords and minutes provided to either Participant or Khronos under this agreement. Notwithstanding the above, Confidential Information will not include any information that is (a) rightfully in the public domain other than by a breach of a duty to the disclosing party; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party; (d) independently developed by the receiving party; (e) generally made available to third parties by the disclosing party without restriction on disclosure; or (f) disclosed in furtherance of an order to disclose issued by a court of proper jurisdiction; provided, however, in such instance, the party having received the Confidential Information will provide prompt notice to the other party in order to facilitate that party\u2019s legal intercession.\n\u201cEffective Date\u201d means the later of the last date of signature on the signature page below. \u201cMember\u201d means an entity that has executed a Khronos membership agreement and has not withdrawn its membership\\.\n3. PURPOSE AND SCOPE\nBoth parties hereby agree to conform to all of the applicable terms and conditions set forth in this Agreement.\n4. CONFIDENTIAL INFORMATION\n4.1 Confidentiality Obligation\nBoth parties will maintain all Confidential Information in confidence with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances and will not disclose the Confidential Information except as necessary for its authorized participants to evaluate and comment thereon. Both parties will mark any copies it makes of such Confidential Information \u201cStrictly Confidential,\u201d or with a similar legend and shall reproduce all copyright notices and disclaimers contained in the Confidential Information. Unless the parties agree otherwise, this obligation of confidentiality will expire two (2) years from the date of disclosure.\n4.2 Return of Confidential Information Upon termination, both parties will destroy or return to the other party all tangible copies of Confidential Information that are in its possession.\n5. GENERAL\n5.1 Assignment\nNeither this Agreement nor any rights or obligations under this Agreement, in whole or in part, are assignable or otherwise transferable by one party without the prior written approval of the other, provided however, that this Agreement may be assigned by one party to a purchaser of all, or substantially all, of that party\u2019s business or assets, whether by merger, sale of assets, sale of stock, or otherwise without such approval.\n5.2 No Other Rights No license, rights or title in or to any software or any intellectual property are provided hereunder, either expressly or by implication, estoppel or otherwise, except as expressly provided in this Agreement.\n5.3 No Agency The parties hereto are independent parties, and nothing herein shall be construed to create an agency, joint venture, partnership or other form of business association between the parties hereto.\n5.4 Notices\nAny notices under this Agreement shall be sent by a) registered mail; b) tracked overnight carrier or c) email transmission where the recipient specifically replies to acknowledge receipt.\n5.5 Governing Law\nThis Agreement shall be governed by and interpreted in accordance with the laws of the State of California, excluding its choice of laws rules. The parties hereby agree that any dispute regarding the interpretation or validity of, or otherwise arising out of, this Agreement shall be subject to the exclusive jurisdiction of the California state courts of Santa Clara County, California (or, if there is federal jurisdiction, the United States District Court for the Northern District of California, San Jose), and the parties agree to submit to the personal and exclusive jurisdiction and venue of these courts.\n5.6 Complete Agreement\nThis Agreement constitute the complete and exclusive statement of the agreement between the parties, and supersedes all previous agreements, proposals, oral or written, and all other communications or understandings between the parties relating to the subject matter of this Agreement. Each party acknowledges that it has not relied upon any representation or statement not contained herein. This Agreement shall not be modified, amended or in any way altered except by an instrument in writing signed by the Participant and Khronos hereto.\n5.7 No Warranty\nALL PARTIES ACKNOWLEDGE THAT ALL INFORMATION PROVIDED UNDER THIS AGREEMENT, INCLUDING ANY SPECIFICATIONS AND CONTRIBUTIONS, ARE PROVIDED \u201cAS IS\u201d WITH NO WARRANTIES OR CONDITIONS WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND THE PARTIES EXPRESSLY DISCLAIM ANY WARRANTY OR CONDITION OF MERCHANTABILITY, SECURITY, SATISFACTORY QUALITY, NONINFRINGEMENT INCLUDING NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, FITNESS FOR ANY PARTICULAR PURPOSE, ERROR-FREE OPERATION, OR ANY WARRANTY OR CONDITION OTHERWISE ARISING OUT OF ANY PROPOSAL, CONTRIBUTION, SPECIFICATION, OR SAMPLE.\n5.8 Limitation of Liability\nIN NO EVENT WILL ANY EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES, WHETHER UNDER CONTRACT, TORT, WARRANTY, CONDITION OR OTHERWISE, ARISING IN ANY WAY IN RELATION TO THIS OR ANY OTHER RELATED AGREEMENT, WHETHER OR NOT SUCH PARTY HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.\n5.9 Termination\nEither party may terminate this Agreement at any time upon written notice to the other party. Promptly after such termination, all obligations of Participant and Khronos under this Agreement will terminate, and both parties will return or destroy all materials provided by the other party pursuant to this Agreement. Notwithstanding the foregoing, the rights and obligations set forth in Sections 4 (Confidential Information), 5.7 (No Warranty) and 5.8 (Limitation of Liability) will survive termination of this Agreement.\n5.10 Authority to Sign\nThe person signing on behalf of Participant hereby represents and warrants that he/she has the appropriate authorization to bind the Participant in this Agreement.\n", "spans": [ [ 0, 39 ], [ 40, 324 ], [ 325, 338 ], [ 339, 451 ], [ 452, 466 ], [ 467, 564 ], [ 565, 1017 ], [ 1017, 1110 ], [ 1110, 1204 ], [ 1204, 1290 ], [ 1290, 1426 ], [ 1426, 1478 ], [ 1478, 1586 ], [ 1586, 1874 ], [ 1875, 1967 ], [ 1967, 2079 ], [ 2080, 2100 ], [ 2101, 2212 ], [ 2213, 2240 ], [ 2241, 2271 ], [ 2272, 2659 ], [ 2659, 2886 ], [ 2886, 3011 ], [ 3012, 3051 ], [ 3051, 3199 ], [ 3200, 3210 ], [ 3211, 3225 ], [ 3226, 3658 ], [ 3659, 3679 ], [ 3679, 3888 ], [ 3889, 3903 ], [ 3903, 4098 ], [ 4099, 4110 ], [ 4111, 4161 ], [ 4161, 4181 ], [ 4181, 4213 ], [ 4213, 4299 ], [ 4300, 4317 ], [ 4318, 4462 ], [ 4462, 4930 ], [ 4931, 4953 ], [ 4954, 5240 ], [ 5240, 5346 ], [ 5346, 5494 ], [ 5495, 5510 ], [ 5511, 6118 ], [ 6119, 6146 ], [ 6147, 6500 ], [ 6501, 6516 ], [ 6517, 6611 ], [ 6611, 6834 ], [ 6834, 7039 ], [ 7040, 7062 ], [ 7063, 7226 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 24, 50 ] }, "nda-15": { "choice": "Entailment", "spans": [ 29 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-19": { "choice": "Entailment", "spans": [ 51 ] }, "nda-12": { "choice": "Entailment", "spans": [ 7, 11 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 24 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 7, 13 ] }, "nda-13": { "choice": "Entailment", "spans": [ 7, 9 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "https://www.khronos.org/files/khronos-mutual-nda.pdf" }, { "id": 149, "file_name": "lti-two-way-cda-template.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis is a Non-Disclosure Agreement, effective __________________, between (company) (hereinafter referred to as \"_____\"), with an address of , a corporation and Lyophilization Technology, Inc. (hereinafter referred to as \"LTI\"), a Pennsylvania corporation, with an address of 30 Indian Drive, Ivyland, PA 18974. It is recognized that it may be necessary or desirable to exchange information between and LTI for the purpose of a potential business relationship (the \u201cPurpose\u201d).\nIt may be necessary for either Party to provide confidential and/or proprietary information to the other. With respect to such information, the Parties agree as follows:\n1) \u201cProprietary Information\u201d shall include, but not be limited to, information regarding business matters, know-how, data (technical or non-technical), product samples and specifications, customer information, as well as performance, sales, financial, contractual and special marketing information, ideas, technical data and concepts not previously published or otherwise disclosed to the general public, not previously available without restriction to the receiving Party or others, and which the disclosing Party desires to protect pursuant to this Non-Disclosure Agreement.\n2) Proprietary Information must be: (a) in writing; (b) clearly identified as Proprietary Information at the time of its disclosure by each page thereof being marked with an appropriate legend indicating that the information is deemed proprietary by the disclosing Party; and (c) delivered by letter of transmittal to the receiving Party. Where the Proprietary Information has not been or cannot be reduced to written form at the time of disclosure and such disclosure is made orally or visually, complete written summaries of all proprietary aspects of any such oral or visual disclosures shall have been delivered to the receiving Party within 20 calendar days of said oral or visual disclosures; provided, however, that Proprietary Information that is not marked or reduced to writing is protected under this Non-Disclosure Agreement if the context and manner in which such Proprietary Information is disclosed would indicate to a reasonable person familiar with the pharmaceutical industry that such Proprietary Information can be reasonably expected to be treated as confidential. Neither Party shall identify information as proprietary which is not in good faith believed to be confidential, privileged, a trade secret, or otherwise entitled to such markings or proprietary claims.\n3) Each Party covenants and agrees that it will, during the term of this Non-Disclosure Agreement, keep in confidence, and prevent the disclosure of Proprietary Information to any third party other than those of receiving Party\u2019s (i) employees, agents, representatives, directors or officers (collectively, \u201cRepresentatives\u201d) who need to know such Proprietary Information for the Purpose. Each Party shall be responsible for any breach of this Non-Disclosure Agreement by itself or its Representatives. A receiving Party shall not be liable for disclosure of any Proprietary Information if the same:\nA. Was in the public domain at the time it was disclosed, or\nB. Becomes part of the public domain without breach of this Non-Disclosure Agreement, or\nC. Is disclosed with the written approval of the other Party, or\nD. Was already in the receiving Party\u2019s possession at the time it was disclosed, or\nE. Was independently developed by the receiving Party, or\nF. Is or was disclosed by the disclosing Party to a third Party without restriction, or\nG. Is disclosed to the receiving Party by a third party with no confidentiality obligations to the disclosing Party.\nIf receiving Party is required by applicable law, or by process issued in connection with a judicial or administrative proceeding, to disclose any of disclosing Party\u2019s Proprietary Information, receiving Party shall immediately notify disclosing Party of such legal requirement or the issuance of such process so disclosing Party has the opportunity to seek a protective order. If disclosing Party fails to obtain a protective order, receiving Party may disclose only those pieces of Proprietary Information that it is legally required to disclose.\nAny Proprietary Information provided by one Party to the other shall be used only in furtherance of the Purpose. Proprietary Information shall be, upon request at any time, destroyed or returned to the disclosing Party, provided that receiving Party may retain one (1) copy of such Proprietary Information for purposes of monitoring compliance with its obligations under this Non-Disclosure Agreement. If either Party loses or makes unauthorized disclosure of the other Party\u2019s Proprietary Information, it shall notify such other Party immediately and take all steps reasonable and necessary to retrieve the lost or improperly disclosed Proprietary Information.\n4) The standard of care for protecting Proprietary Information imposed on the Party receiving such information, will be that degree of care the receiving Party uses to prevent disclosure, publication or dissemination of its own proprietary information, but not less than a reasonable standard of care.\n5) In addition to all other rights and remedies, disclosing Party has the right to seek an injunction to prevent receiving Party\u2019s actual or threatened breach of this Non-Disclosure Agreement, without having to prove actual damages or post a bond.\n6) In providing any information hereunder, each disclosing Party makes no representations, either express or implied, as to the information\u2019s adequacy, sufficiency, or freedom from defect of any kind, including freedom from any patent infringement that may result from the use of such information.\n7) Notwithstanding the termination or expiration of any other agreement executed in conjunction with this Agreement, the obligations of the Parties with respect to Proprietary Information shall continue to be governed by this Non-Disclosure Agreement.\n8) This Non-Disclosure Agreement contains the entire agreement relative to the protection of information to be exchanged hereunder, and supersedes all prior or contemporaneous oral or written understandings and agreements regarding this issue. A Party\u2019s failure to exercise a right under this Non-Disclosure Agreement or failure to insist upon compliance with any term of this Non-Disclosure Agreement shall not be a waiver of that right or term. If any provision of this Non-Disclosure Agreement is invalid or unenforceable, that provision shall be severed from this Non-Disclosure Agreement and the other provisions shall remain in force. This Non-Disclosure Agreement shall not be modified or amended, except in a written instrument executed by the Parties.\n9) Nothing contained in this Non-Disclosure Agreement shall, by express grant, implication, estoppel or otherwise, create in either Party any right, title, interest, or license in or to the Proprietary Information, inventions, patents, technical data, computer software, or software documentation of the other Party.\n10) Nothing contained in this Non-Disclosure Agreement shall grant to either Party the right to make commitments of any kind for or on behalf of any other Party without the prior written consent of that other Party.\n11) This Non-Disclosure Agreement may not be assigned by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.\n12) Receiving Party\u2019s confidentiality and non-use obligations under this Non-Disclosure Agreement will be in effect for a period of five (5) years, starting on the effective date. The effective date of this Non-Disclosure Agreement shall be the date stipulated at the beginning of this Non-Disclosure Agreement.\n13) This Non-Disclosure Agreement shall be governed and construed in accordance with the laws of the State of Delaware. The Parties consent to the exclusive jurisdiction of the courts of Delaware to resolve any disputes arising under or relating to this Non-Disclosure Agreement. The prevailing Party in a dispute shall be entitled to recover its reasonable attorneys\u2019 fees and costs from the other Party.\n14) This Non-Disclosure Agreement may be executed in one or more counterparts, each of which is an original, and all of which constitute only one agreement. Counterparts of this Non-Disclosure Agreement delivered electronically (in \u201c.pdf\u201d format) or by facsimile shall have the same legal force as counterparts delivered by hand.\nIN WITNESS WHEREOF, the Parties represent and warrant that this Non-Disclosure Agreement is executed by duly authorized representatives of each Party as set forth below on the date first stated above.\nCompany Lyophilization Technology, Inc.\nBy: By:\nName: Name: Edward H. Trappler\nTitle: Title: President\nAddress: Address: 30 Indian Drive\n Ivyland, PA 18974\nTelephone No.: Telephone No.: 215-396-8373\n", "spans": [ [ 0, 24 ], [ 25, 71 ], [ 71, 337 ], [ 337, 501 ], [ 502, 608 ], [ 608, 671 ], [ 672, 1248 ], [ 1249, 1285 ], [ 1285, 1301 ], [ 1301, 1525 ], [ 1525, 1588 ], [ 1588, 2335 ], [ 2335, 2536 ], [ 2537, 2767 ], [ 2767, 2926 ], [ 2926, 3040 ], [ 3040, 3136 ], [ 3137, 3197 ], [ 3198, 3286 ], [ 3287, 3351 ], [ 3352, 3435 ], [ 3436, 3493 ], [ 3494, 3581 ], [ 3582, 3698 ], [ 3699, 4077 ], [ 4077, 4247 ], [ 4248, 4361 ], [ 4361, 4650 ], [ 4650, 4909 ], [ 4910, 5211 ], [ 5212, 5459 ], [ 5460, 5757 ], [ 5758, 6009 ], [ 6010, 6033 ], [ 6033, 6254 ], [ 6254, 6457 ], [ 6457, 6651 ], [ 6651, 6770 ], [ 6771, 7087 ], [ 7088, 7303 ], [ 7304, 7328 ], [ 7328, 7488 ], [ 7489, 7669 ], [ 7669, 7800 ], [ 7801, 7825 ], [ 7825, 7921 ], [ 7921, 8081 ], [ 8081, 8206 ], [ 8207, 8231 ], [ 8231, 8364 ], [ 8364, 8536 ], [ 8537, 8737 ], [ 8738, 8761 ], [ 8761, 8777 ], [ 8778, 8785 ], [ 8786, 8816 ], [ 8817, 8840 ], [ 8841, 8874 ], [ 8875, 8876 ], [ 8876, 8893 ], [ 8894, 8936 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 38 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 11 ] }, "nda-19": { "choice": "Entailment", "spans": [ 32 ] }, "nda-12": { "choice": "Entailment", "spans": [ 16, 21 ] }, "nda-20": { "choice": "Entailment", "spans": [ 27 ] }, "nda-3": { "choice": "Entailment", "spans": [ 11 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 13, 14 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 24 ] }, "nda-13": { "choice": "Entailment", "spans": [ 16, 23 ] }, "nda-5": { "choice": "Entailment", "spans": [ 13, 14 ] }, "nda-4": { "choice": "Entailment", "spans": [ 26 ] } } } ], "document_type": "search-pdf", "url": "https://www.lyotechnology.com/assets/lti-two-way-cda-template.pdf" }, { "id": 150, "file_name": "mcgill_mitacs_terms-january2013.pdf", "text": "PROGRAM RESEARCH AGREEMENT AND NON-DISCLOSURE AGREEMENT\nMITACS-ACCELERATE INTERNSHIPS AND MITACS-ELEVATE FELLOWSHIPS\nFor Graduate Student and Post-Doctoral Educational Projects at McGill University Funded Through the Mitacs Accelerate Internship Program (\u201cMitacs Accelerate\u201d) or the Mitacs Elevate Fellowship Program (\u201cMitacs Elevate\u201d) As Administered by Mitacs\nPARTIES: The Royal Institution for the Advancement of Learning/ McGill University (\u201cMcGill\u201d) A Canadian University having a place of business at 845 Sherbrooke Street West, Montreal, Quebec, Canada, H3A 2T5.\nSponsor / Organization Name (\u201cSponsor\u201d)\nSponsor / Organisation Address\nIntern Name (\u201cIntern\u201d)\nIntern Academic Address\nDATE: This agreement (\u201cAgreement\u201d) is entered into as of DD Month YYYY (\u201cEffective Date\u201d)\n(individually McGill, Sponsor and Intern are each a \u201cParty\u201d and collectively the \u201cParties\u201d)\nWHEREAS the Parties wish to participate in Mitacs Accelerate or Mitacs Elevate;\nWHEREAS the Parties each have proprietary knowledge and information relating to the activities undertaken pursuant to the Mitacs Accelerate internship/Elevate fellowship;\nWHEREAS the Parties wish to enter into discussions to evaluate their mutual interest in pursuing business relations for participation in the Mitacs Accelerate internship/Elevate fellowship;\nWHEREAS during said discussions or activities undertaken pursuant to the Mitacs Accelerate internship/Elevate fellowship a Party may disclose to another certain information deemed to be confidential in nature; and\nWHEREAS the Parties wish to establish their respective rights and obligations with respect to such information.\nNOW THEREFORE, in consideration of the foregoing and the mutual covenants set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the Parties), the Parties agree as follows:\n1. PREAMBLE: The Preamble forms an integral part of this Agreement.\n2. DEFINITIONS\na. Intern: the graduate student or post-doctoral fellow (\u201cPDF\u201d) participating in Mitacs Accelerate or Mitacs Elevate\nb. Academic Supervisor: the academic supervisor of an Intern.\nc. Sponsor: the sponsoring organization(s) participating in Mitacs Accelerate or Mitacs Elevate.\nd. Project: the activities undertaken pursuant to the Mitacs Accelerate internship/Elevate fellowship.\ne. Mitacs Accelerate: a research-based internship program used to support research involving Interns, their Academic Supervisors, and a Sponsor.\nf. Mitacs Elevate: postdoctoral fellowship program that supports PDFs working on applied research projects with Canadian companies and may be either an;\ni. Strategic Fellowship Program: (\u201cSFP\u201d), the PDF will spend their first year working on a project with their Academic Supervisor while seeking a suitable Sponsor to enable them to switch to the IFP by the end of year 1; or\nii. Industrial Fellowship Program: (\u201cIFP\u201d), the PDF will work on a joint project with a Sponsor.\ng. Intellectual Property: (\u201cIP\u201d), the right, title or interest in or to literary, artistic, scientific works and Technical Information including without limitation, scientific discoveries, inventions, patents, copyrights, trade secrets, trademarks, service marks, commercial names and designations, registered industrial designs, applications for the foregoing, and similar rights recognized from time to time in any jurisdiction together with all rights of action in relation to the infringement of any of the foregoing.\nh. Background Intellectual Property: (\u201cBackground IP\u201d), IP other than Project Intellectual Property, conceived, developed, reduced to practice or otherwise made or acquired by a Party prior to the Effective Date or outside the scope of this Agreement and used to generate the research results.\ni. Project Intellectual Property: (\u201cProject IP\u201d), IP created during and as a direct result of work undertaken for a Project. For clarity, Project IP does not include Background IP.\nj. Confidential Information: any information disclosed by one Party (the \u2018Discloser\u2019) to another party (the \u2018Recipient\u2019) relating directly or indirectly to the Project, which is identified by the disclosing Party, either orally or in writing, as confidential, either at the time of disclosure or, if disclosed orally, confirmed in writing within thirty (30) days following the original disclosure. Exceptions to Confidential Information: This Agreement does not apply to information that:\ni. was available to the public at the time of disclosure, or subsequently became available to the public without fault of Recipient;\nii. was known to Recipient at the time of disclosure or was independently developed by Recipient, provided there is adequate documentation to confirm such prior knowledge or independent development;\niii. was received by Recipient from a third party and Recipient was not aware that the third party had a duty of confidentiality to Discloser in respect of the information;\niv. is used or disclosed by Recipient with Discloser\u2019s prior written approval; or\nv. is required to be disclosed by law, provided that Recipient gives Discloser sufficient prior written notice of any such disclosure to allow Discloser to contest the disclosure.\nk. Disclosure: means the publication of theses, articles, and scholarly writings or oral or written presentations at lectures, conferences or seminars.\n3. OWNERSHIP AND USE OF INTELLECTUAL PROPERTY:\n3.1 BACKGROUND IP: Each Party will retain all right, title and interest in and to its Background IP, provided or used in the Project and no license to use any Background IP is granted or implied by this Agreement excepting that each Party will be deemed to have been granted a royalty-free, non-exclusive license to use the Background IP of another Party which that Party makes available for use in a Project, but only to the extent reasonably necessary to undertake that Project. McGill and Intern hereby grants Sponsor a time-limited option to negotiate an exclusive or non-exclusive, royalty-bearing licence to use Background IP under commercially reasonable terms and conditions to be negotiated in good faith by the Parties (the \u201cOption\u201d). Sponsor acknowledges that McGill and the Intern shall offer no warranty concerning patentability or non-infringement, merchantability or fitness for a particular purpose of the Background IP or Project IP or of any ensuing products. Except as expressly provided otherwise, nothing in this Agreement will be construed as a transfer or assignment of any right, title or interest in or to any IP, by one Party to another.\n3.2 PROJECT IP: The Sponsor will own all right, title and interest in and to the Project IP other than copyright in Publications as that term is defined in the following section. The Sponsor grants each of McGill and the Intern, and if applicable the Academic Supervisor and members of the research team shall forever retain a royalty-free, non-exclusive, perpetual, irrevocable license to use the Project IP for research, scholarly publication, educational and other non-commercial purposes.\n3.3 DISCLOSURE OFPROJECT IP TO MCGILL: By exception to the IP policy of McGill, Project IP that has been developed without the contribution of the Academic Supervisor is not required to be registered with McGill prior to any commercialization of that Project IP.\n3.4 PUBLICATION: The Parties are not restricted from presenting, publishing or otherwise disseminating the results of any research relating to a Project (including without limitation the Project IP) at symposia, professional meetings or for academic evaluation or other academic purposes (including, without limitation, publishing thesis, course reports, journal articles or other academic publications) (a \u201cPublication\u201d) provided that during the Project and for a period of two years following the completion or other termination of the Project, the Academic Supervisor and the Intern will provide the Sponsor with a copy of any proposed Publication containing the results of any research relating to a Project or any Project IP at least thirty (30) days in advance of the proposed publication date. The Sponsor may, within fifteen (15) days following receipt of a copy of the proposed publication require by written notice to McGill and the Intern that the proposed publication date be delayed, for a period of not greater than sixty (60) days, so as to permit the Sponsor to make an application to register a patent with respect to the Project IP. Failing receipt of such notice in the time and in the manner provided, McGill and the Intern will be at liberty to publish the proposed publication without further notice to the Sponsor.\n3.5 COPYRIGHT: Copyright in any Publication will be owned by the author excluding any software code and related technical documentation created as part of the Project, which shall be Project IP notwithstanding this this limitation the moral rights of the author shall not be affected.\n4. LIMITED WARRANTY DISCLAIMER AND INDEMNITY FOR BACKGROUND AND PROJECT INTELLECTUAL PROPERTY: The Sponsor acknowledges that the Project is experimental and exploratory in nature and that no promise is made with respect to the achievement of any results, desired or otherwise, in a given Project. The Sponsor agrees to undertake its own due diligence prior to any use of the Project IP. No warranty or representation is given with respect to the Project IP including, without limitation, any implied warranties as to merchantability, fitness for a particular purpose or of non-infringement. McGill and the Intern expressly disclaim all obligations and liabilities for damages of any kind or nature whatsoever including, but not limited to, direct, indirect, special, incidental, punitive and consequential damages, solicitors\u2019 and experts' fees, and court costs (even if they have been advised of the possibility of such damages, fees or costs), arising out of or in connection with the Project or any use in any manner whatsoever of any research results or Project IP.\nThe Sponsor will hold harmless and indemnify McGill, its Board of Governors, executives, faculty, staff, employees, agents, successors and assigns (including without limitation the Academic Supervisor and the Intern ) from and against any and all claims or judgments, including all associated legal fees, expenses and disbursements actually incurred, on a solicitor and own client basis, from or arising out of the use by the Sponsor, or anyone for whom the Sponsor is in law responsible or any of their successors or assigns, of Project IP or the research results of a given Project, including without limitation any damages of any kind or nature whatsoever (including but not limited to direct, indirect, special, incidental, punitive or consequential), losses of any kind or nature (including without limitation loss of revenues, profits, savings, business, data or records) or costs arising in any manner whatsoever (including arising from or incidental to any product liability or other lawsuit, claim, demand or other action brought), directly or indirectly, from or out of any use whatsoever of Project IP or the research results of the Project.\n5. DESIGNATED REPRESENTATIVES: Each party designates a representative for coordinating receipt, release and delivery of Confidential Information, which for McGill will be Intern AND Name of Academic Supervisor and/or Office of Sponsored Research representative and for Sponsor: Name of designated representative for Sponsor, or another individual(s) as the Party may designate in writing to the other Party.\n6. REGULATORY COMPLIANCE: Each party must comply with all applicable laws, regulations and rules in its jurisdiction.\n6.1 EXPORT CONTROL AND CONTROLLED GOODS COMPLIANCE: In the event that goods or information falling under Canadian or United States export control rules, controlled goods or arms regulations are required to be provided by the Sponsor to McGill, Academic Supervisor or Intern, Sponsor will so inform McGill in writing prior to any such disclosure, Sponsor shall not forward or provide any such information to McGill or Intern without the express written permission of McGill. The burden shall be on Sponsor to make it available only to eligible individuals as designated by McGill, or to obtain the appropriate license or approval from the relevant agency, or to invoke an available exception, exemption or exclusion.\n6.2 In the event the Project research results or any data developed in the course of the Project constitute controlled goods under Canadian law, the Parties will cooperate so that the requirements of the law are met prior to disclosure of such results or data.\n6.3 McGill shall have the right to terminate this Agreement under Section 13, \"Term and Termination,\" if the disclosure of such information, under license or otherwise, would destroy McGill's ability to invoke the fundamental research exclusion with regard to the conduct or reporting of its research or McGill is unable to comply with the requirements of the Sponsor.\n7. NON-DISCLOSURE:\n7.1 Recipient must keep Confidential Information in confidence. Recipient may disclose the Confidential Information only to such of its employees, directors, officers, agents, consultants and administrators who have a need-to-know such information for the Project provided that they are advised of the confidential nature of the Confidential Information and are under an obligation to maintain its confidentiality. Recipient must not otherwise disclose Confidential Information to any person or third party without the prior written approval of the Discloser.\n7.2 The obligation to safeguard Confidential Information shall continue for a period of two (2) years from the date the internship/fellowship terminates or expires.\n8. STANDARD OF CARE: Recipient agrees to protect the Confidential Information using at least the same degree of care Recipient uses to protect its own Confidential Information, but in no event less than reasonable care. Recipient must notify Discloser promptly upon discovery that any Confidential Information has been accessed or otherwise acquired by or disclosed to an unauthorized person.\n9. RETURN OF CONFIDENTIAL INFORMATION: If requested in writing by Discloser, Recipient must cease using, return to Discloser and/or destroy all Confidential Information and any copies of Confidential Information in its possession or control. Recipient may retain one archival copy of such Confidential Information for the sole purpose of establishing the extent of the disclosure of such Confidential Information, provided that such information is not used by Recipient for any other purpose and is subject to the confidentiality requirements set out in this Agreement.\n10. NO LICENCE OR OTHER RIGHTS: In respect of Background IP no right or license whatsoever, expressed or implied, is granted by McGill to Intern or Sponsor pursuant to this Agreement under any patent, patent application, copyright, trademark or other proprietary right now or hereafter held by or licensed to McGill. No legal obligations, rights, relationship or duties shall be construed or inferred from the entering into of this Agreement other than as expressly set out herein.\n11. LIMITED WARRANTY & LIABILITY: The Parties warrant that they have the right to disclose the Confidential Information to another Party. No other warranties in respect of the Confidential Information are made by any Party and all information is provided \u201cAS IS\u201d without any express or implied warranty of any kind, including any warranty as to merchantability, fitness for a particular purpose, accuracy, completeness or violation of third party IP rights. In no event will McGill or Intern be liable for any special, incidental or consequential damages of any kind whatsoever resulting from the disclosure, use or receipt of the Confidential Information.\n12. TERM AND TERMINATION:\n12.1 TERM: This Agreement shall come into force on the Effective Date and shall terminate on [DD MONTH YYYY INTERNSHIP/FELLOWSHIP ENDS] unless terminated earlier in accordance with the provisions of sections 13.2 or 13.3, below.\n12.2 TERMINATION FOR DEFAULT. Termination for Default. Either Party may terminate this Agreement immediately upon notice to the other Party, in the event of:\n12.2.1 material breach or non-compliance by the other Party of some obligation, undertaking, representation, warranty or payment contained in this Agreement, if such default is not remedied within thirty (30) days of receipt of written notice to that effect;\n12.2.2 the other Party becoming bankrupt or insolvent, going into receivership, making an assignment of its assets to the benefit of its creditors, taking advantage of any statute which may be in force in relation to bankruptcy or insolvent debtors, or ceasing to conduct business in the normal course.\n12.2.3 default on the part of the other Party caused by a force majeure, where such default lasts for more than six (6) months.\n12.3 TERMINATION BY MCGILL. McGill shall also be able to terminate this Agreement, in its own discretion and without penalty or compensation to Sponsor, in the event that the Academic Supervisor leaves the employment of McGill, becomes permanently disabled or passes away. In such a case, the Parties will attempt in good faith to identify another Academic Supervisor at McGill. Should they be unable to find a mutually acceptable replacement, McGill shall be able to terminate this Agreement under this section. McGill shall also be able to terminate this Agreement pursuant to section 6.3.\n12.4 EFFECT OF TERMINATION. Upon receipt by either Party of a notice of termination under this section 13 or expiry of the delay within which default may be cured under section 13.2.1, McGill will make all reasonable efforts to stop work on the Project and limit further expense of the Funds, provided that McGill shall have the right to disburse any sum of money committed at the time of termination. Sponsor shall pay to McGill all expenses reasonably incurred, committed to, or made in relation to the Project up to and including the date of receipt of a notice of termination or expiry of the delay within which default could be cured under section 13.2.1, and shall pay for all costs and fees related to the termination of the Agreement.\n13. SEVERABILITY: If, for any reason, any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability and the remainder of this Agreement shall be enforced to the fullest extent possible.\n14. ENTIRE AGREEMENT: These terms are the entire Agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings or terms of the Parties, and there are no warranties, representations or other agreements between the Parties in connection with the subject matter of the terms except as specifically set forth herein.\n15. ASSIGNMENT: This Agreement shall not be assignable or transferable and shall enure to the benefit of and be binding upon the Parties hereto.\n16. RELATIONSHIP OF THE PARTIES: During the course of the Project, the Intern remains a student/PDF of McGill. Moreover the Intern is not an employee, agent or representative of McGill. The Intern does not become an employee of the Sponsor and will not sign any agreements with the Sponsor. Nothing in this Agreement shall make one Party the partner of another Party nor constitute one Party the agent or legal representative of another Party, or create any fiduciary relationship between them.\n17. PUBLICITY: The Sponsor will not use or permit others to use the name of McGill, the Academic Supervisor or the Intern, or refer to their participation in the Project for commercial purpose without the written consent of McGill and the Intern.\n18. DISPUTE RESOLUTION:\n18.1 Cooperation. Each Party to this Agreement agrees to cooperate with the other to ensure that each may enjoy all rights conferred under such Agreement.\n18.2 Mediation. The parties shall attempt to resolve any dispute, controversies, and claims with respect to this Agreement amicably through good faith negotiations. In the event that the Parties fail to resolve their differences, the matter shall be first submitted to a mutually acceptable mediator, qualified by education and experience to review the matter. The Parties shall be responsible for their own costs and shall share the fees and expenses of the mediator.\n18.3 Arbitration. Should the mediation process fail to resolve the dispute to the satisfaction of both Parties within thirty (30) days of the appointment of the mediator, the Parties shall submit their dispute to arbitration in front of a single arbitrator and in accordance with the provisions of articles 940 and following of the Code de proc\u00e9dure civile du Qu\u00e9bec. The award and determination of the arbitrator shall be final and binding upon the Parties. Each Party to the arbitration shall pay its own costs, including the expenses and fees generated by the legal representation at arbitration.\n19. SURVIVAL: Notwithstanding the foregoing, the provisions of Section 3.2 (the academic and research license); Section 3.4 (Publication); Section 4 (Indemnification); Section 7 (Non-Disclosure); and Section 11 (Warranties) and will survive the end or other termination of the Project.\n20. RESPONSIBILITIES OF PARTIES: No Party or Project participant will be responsible to the others for non-performance or delay in performance occasioned by any cause beyond its control, including, without limitation, acts or omissions of the other party, acts of civil or military authority, strikes, lockouts, embargoes, insurrections or Acts of God. If any such delay occurs, any applicable time period shall be automatically extended for a period equal to the time lost provided that the party affected gives the other party prompt notice of such delay and makes reasonable efforts to correct the reason for the delay. For greater certainty, the unavailability of the Intern or the Intern\u2019s failure to fulfill his or her obligations pursuant to the Project are matters beyond the control of McGill. In the event this occurs, the Sponsor may elect to terminate the Project but shall have no recourse or remedy against McGill or the Academic Supervisor.\n21. NOTICES: Any demand, notice or other communication to be given in connection with this Agreement shall be given in writing and shall be given by personal delivery, by registered mail or by electronic means of communication addressed to Recipient as follows:\nMcGill: McGill Office of Sponsored Research Sponsor: Sponsor Name\nAssociate Director, Contracts and c/o Sponsor Representative\nAgreements Sponsor Address\nJames Administration Building, 2nd Floor Tel:\n845 Sherbrooke Street West Fax:\nMontreal, Quebec, H3A 0G4\nCanada\nTel: 514.398.4373\nFax: 514.398.4853\nIntern: Intern Name\nIntern McGill Address\nTel:\nFax:\n22. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the Province of Qu\u00e9bec and the laws of Canada applicable therein and hereby submit to the jurisdiction of the courts of the Province of Qu\u00e9bec.\n23. LANGUAGE: The Parties hereto hereby acknowledge that they have required this Agreement to be drawn up in the English language. Les parties reconnaissent avoir demand\u00e9 que le pr\u00e9sent contrat soit r\u00e9dig\u00e9 en langue anglaise.\n24. EXECUTION - This Agreement shall be executed in triplicate by original signatures only by the duly authorised representatives of each party.\n[THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]\nIN WITNESS WHEREOF the Parties have duly executed this Agreement by their duly authorized representatives as of the Effective Date.\nMcGill Sponsor\nName of Signatory Name of Signatory\nTitle Title\nDate Date\nIntern\nName of Intern\nDate\nAcknowledgement\nThe Academic Supervisor acknowledges the terms and conditions set out in this Agreement and agrees to be bound by the obligations contained within it. The Academic Supervisor will ensure that any faculty or staff dealing with the Confidential Information is aware of the terms of this Agreement and agrees to abide by them.\nAcademic Supervisor\nName of Academic Supervisor\nDate\n", "spans": [ [ 0, 55 ], [ 56, 116 ], [ 117, 336 ], [ 336, 361 ], [ 362, 455 ], [ 455, 569 ], [ 570, 609 ], [ 610, 640 ], [ 641, 663 ], [ 664, 687 ], [ 688, 694 ], [ 694, 777 ], [ 778, 869 ], [ 870, 949 ], [ 950, 1120 ], [ 1121, 1310 ], [ 1311, 1524 ], [ 1525, 1636 ], [ 1637, 1898 ], [ 1899, 1966 ], [ 1967, 1981 ], [ 1982, 2098 ], [ 2099, 2160 ], [ 2161, 2257 ], [ 2258, 2360 ], [ 2361, 2505 ], [ 2506, 2658 ], [ 2659, 2882 ], [ 2883, 2979 ], [ 2980, 3501 ], [ 3502, 3795 ], [ 3796, 3820 ], [ 3820, 3921 ], [ 3921, 3976 ], [ 3977, 4375 ], [ 4375, 4465 ], [ 4466, 4598 ], [ 4599, 4797 ], [ 4798, 4970 ], [ 4971, 5052 ], [ 5053, 5232 ], [ 5233, 5384 ], [ 5385, 5431 ], [ 5432, 5913 ], [ 5913, 6177 ], [ 6177, 6410 ], [ 6410, 6595 ], [ 6596, 6775 ], [ 6775, 7088 ], [ 7089, 7351 ], [ 7352, 8153 ], [ 8153, 8503 ], [ 8503, 8689 ], [ 8690, 8974 ], [ 8975, 9272 ], [ 9272, 9362 ], [ 9362, 9566 ], [ 9566, 10044 ], [ 10045, 11197 ], [ 11198, 11605 ], [ 11606, 11723 ], [ 11724, 11776 ], [ 11776, 12198 ], [ 12198, 12439 ], [ 12440, 12444 ], [ 12444, 12700 ], [ 12701, 13069 ], [ 13070, 13088 ], [ 13089, 13153 ], [ 13153, 13504 ], [ 13504, 13648 ], [ 13649, 13653 ], [ 13653, 13813 ], [ 13814, 14034 ], [ 14034, 14206 ], [ 14207, 14246 ], [ 14246, 14449 ], [ 14449, 14776 ], [ 14777, 14809 ], [ 14809, 15094 ], [ 15094, 15258 ], [ 15259, 15397 ], [ 15397, 15717 ], [ 15717, 15915 ], [ 15916, 15941 ], [ 15942, 15953 ], [ 15953, 16170 ], [ 16171, 16201 ], [ 16201, 16226 ], [ 16226, 16328 ], [ 16329, 16587 ], [ 16588, 16890 ], [ 16891, 17018 ], [ 17019, 17047 ], [ 17047, 17292 ], [ 17292, 17398 ], [ 17398, 17532 ], [ 17532, 17610 ], [ 17611, 17639 ], [ 17639, 18013 ], [ 18013, 18353 ], [ 18354, 18611 ], [ 18612, 18634 ], [ 18634, 19004 ], [ 19005, 19021 ], [ 19021, 19149 ], [ 19150, 19261 ], [ 19261, 19336 ], [ 19336, 19441 ], [ 19441, 19644 ], [ 19645, 19891 ], [ 19892, 19915 ], [ 19916, 19934 ], [ 19934, 20070 ], [ 20071, 20087 ], [ 20087, 20236 ], [ 20236, 20432 ], [ 20432, 20539 ], [ 20540, 20558 ], [ 20558, 20908 ], [ 20908, 20999 ], [ 20999, 21139 ], [ 21140, 21425 ], [ 21426, 21779 ], [ 21779, 22049 ], [ 22049, 22229 ], [ 22229, 22381 ], [ 22382, 22643 ], [ 22644, 22709 ], [ 22710, 22770 ], [ 22771, 22797 ], [ 22798, 22843 ], [ 22844, 22875 ], [ 22876, 22901 ], [ 22902, 22908 ], [ 22909, 22926 ], [ 22927, 22944 ], [ 22945, 22964 ], [ 22965, 22986 ], [ 22987, 22991 ], [ 22992, 22996 ], [ 22997, 23016 ], [ 23016, 23240 ], [ 23241, 23372 ], [ 23372, 23466 ], [ 23467, 23611 ], [ 23612, 23668 ], [ 23669, 23800 ], [ 23801, 23815 ], [ 23816, 23851 ], [ 23852, 23863 ], [ 23864, 23873 ], [ 23874, 23880 ], [ 23881, 23895 ], [ 23896, 23900 ], [ 23901, 23916 ], [ 23917, 24068 ], [ 24068, 24240 ], [ 24241, 24260 ], [ 24261, 24288 ], [ 24289, 24293 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 43, 78, 79, 80 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 34 ] }, "nda-19": { "choice": "Entailment", "spans": [ 72, 122 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Entailment", "spans": [ 77 ] }, "nda-3": { "choice": "Entailment", "spans": [ 34 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 69 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 35, 40 ] }, "nda-13": { "choice": "Entailment", "spans": [ 35, 38 ] }, "nda-5": { "choice": "Entailment", "spans": [ 69 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "https://www.mitacs.ca/sites/default/files/mcgill_mitacs_terms-january2013.pdf" }, { "id": 151, "file_name": "MNDA-V2-2-25-15.pdf", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement is between ADP, LLC, (\u201cADP\u201d), and Partner (the \u201cPartner\u201d) and is effective when accepted online by Partner (the \u201cEffective Date\u201d). This Agreement is made to set forth the basis under which ADP and Partner will furnish and/or disclose to each other certain financial, business, technical and other information in connection with Partner\u2019s submission of its Application for evaluation by ADP for the potential sale of, promotion of, access to and/or marketing of, such Application in the ADP Marketplace to current or prospective customers or clients of ADP (the \u201cProspects\u201d) through the ADP Marketplace (the \u201cEvaluation\u201d).\nFor good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ADP and the Partner agree as follows:\nSection 1. Definitions. For purposes of this Agreement, the following terms will have the meanings specified below:\n\u201cAffiliate\u201d means, with respect to party, any individual, Partner, corporation, partnership or other entity, directly or indirectly, controlling, controlled by, or under common control with, such party.\n\u201cConfidential Information\u201d means all financial, business and other information, in whatever form or medium (whether written, oral or electronic), including, without limitation, any trade secrets, processes, financial data, technical data and documentation, strategic planning, product/service specifications, prototypes, computer programs, drawings, models, customer information and marketing data that is furnished or disclosed by a Disclosing Party to the Receiving Party solely in connection with the Evaluation, except that such term will not include (i) information already known by the Receiving Party without an obligation of confidentiality, (ii) information that is or becomes publicly known other than through a breach by the Receiving Party of any of its obligations under this Agreement, (iii) information received by the Receiving Party from a third party who is not known by the Receiving Party to be under an obligation of confidence to the Disclosing Party, (iv) information independently developed by the Receiving Party without reliance upon the Confidential Information of the Disclosing Party and (v) information that the Disclosing Party has disclosed to other parties without similar obligations of confidentiality.\n\u201cDisclosing Party\u201d means the party hereto (or Affiliate of the party hereto) that furnishes Confidential Information to the other party, or Affiliate of the other party, hereto.\n\u201cReceiving Party\u201d means the party hereto (or Affiliate of the party hereto) that receives Confidential Information from the other party, or Affiliate of the other party, hereto.\n\u201cRepresentative\u201d means the directors, officers, employees, investment bankers, rating agencies, consultants, counsel, and other representatives of ADP or the Partner, as applicable.\nSection 2. Use and Ownership of Confidential Information. The Receiving Party agrees that the Confidential Information shall be used solely for the purpose of Partner\u2019s submission of its Application for evaluation by ADP for the potential sale of, promotion of, access to and/or marketing of, such Application in the ADP Marketplace to Prospects through the ADP Marketplace, and for no other purpose. The Receiving Party agrees that the Confidential Information of the Disclosing Party is and will remain the property and asset of the Disclosing Party.\nSection 3. Confidentiality Obligation. Except as required by law, the Receiving Party shall treat as confidential and will not use (other than for the purpose of evaluating the Partner Application as stated in Section 2 above), disclose or otherwise make available any Confidential Information of the Disclosing Party to any person other than Representatives of the Receiving Party who have a business need to know for purposes of the Evaluation, and who have been advised by the Receiving Party of the terms and conditions of this Agreement. The Receiving Party will instruct its Representatives who have access to the Confidential Information to keep the same confidential by using the same care and discretion that the Receiving Party uses with respect to its own confidential property and trade secrets, which will be no less than reasonable care and discretion. The Receiving Party will be responsible for the compliance of its Representatives with the terms of this Agreement. If a Receiving Party is required by applicable law, regulation, court order or legal process to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice of such request or requirement and the Receiving Party will request that all Confidential Information so disclosed is treated confidentially (and any such disclosure by the Receiving Party will not violate the terms of this Agreement). The Disclosing Party shall reimburse the Receiving Party for all of its reasonable out-of-pocket expenses incurred in connection with its compliance with the terms of the immediately preceding sentence.\nSection 4. Compliance by Affiliates. Each of ADP and the Partner will be responsible for compliance by its respective Affiliates with the terms of this Agreement.\nSection 5. Limitation on Obligation; No warranties, etc. Except for the obligation of confidentiality and the restrictions on use imposed by this Agreement upon the Receiving Party, each party acknowledges that no obligation of any kind is assumed or implied against the other party by virtue of any meeting or any discussion regarding the Evaluation with respect to whatever information is exchanged. Further, this Agreement and any meetings or communications of the parties relating to the subject matter of this Agreement will not (i) constitute any offer, request, or contract among the parties to engage in any transaction, nor (ii) constitute any offer, request or contract involving a buyer-seller relationship, venture, teaming or partnership relationship among the parties. Each party hereto hereby acknowledges that the Disclosing Party makes no representations or warranties, express or implied, as to the accuracy or completeness of the Confidential Information disclosed by it.\nSection 6. Reproduction and Return of Confidential Information. The Receiving Party will not reproduce the Confidential Information except as reasonably necessary for purposes of the Evaluation. If the Receiving Party reproduces all or any part of any Confidential Information, the Receiving Party will not remove or obscure any confidential or proprietary notices or legends, if any, that appear in the originals thereof. At the request of the Disclosing Party, the Receiving Party will either return to the Disclosing Party or destroy all Confidential Information and any reproductions thereof. The authorized officer of the Receiving Party that is responsible for such return or destruction shall deliver a written certification to the Disclosing Party of such return or destruction. The Receiving Party\u2019s obligations under Sections 2 and 3 will survive any return or destruction of Confidential Information.\nSection 7. Notice of Unauthorized Use. The Receiving Party will notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party, and will reasonably cooperate with the Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.\nSection 8. Competition; Independent Product Development Not Affected. The parties hereto acknowledge that they may compete in certain lines of business. Nothing herein shall be construed to prevent the parties from continuing to so compete or from continuing to carry out their respective plans and objectives, provided that the parties comply with the terms of this Agreement. Further, the terms of this Agreement shall not be construed to limit either party's right to independently develop or acquire products, functionality or services of the same type as may be included within any Confidential Information or to enter into any business transaction with any other company which owns or has rights to any such similar products or services, as long as such right is exercised without the use of any other party's Confidential Information in violation of this Agreement.\nIn addition, each party agrees that any demonstration, description, or disclosure of its products, services, or methods to the other party, including but not limited to any functionality of its products, services, or methods (\u201cProduct Information\u201d), is not, and will not be considered, Confidential Information hereunder (other than with respect to the non-disclosure obligations contained herein). Each party further agrees that any demonstration, description, or disclosure of Product Information to the other party will not form the basis for any action by the Company against ADP, or ADP against the Company, for breach of this Agreement ((other than with respect to the non-disclosure obligations contained herein), breach of contract, or misappropriation of trade secrets.\nSection 9. No Implied License. Except as otherwise provided herein, nothing in this Agreement shall be deemed to constitute an implied license in favor of either party to any proprietary rights of the other party, including, without limitation, any patents, copyrights, trademarks or trade secret information. Each party agrees not to use any trade name, service mark, or trademark of the other party or refer to the other party in any promotional activity or material without first obtaining the prior written consent of such party.\nSection 10. Attorney-Client Privilege. To the extent that any Confidential Information may include materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party agrees that both such parties have a commonality of interest with respect to such matters and it is each party\u2019s desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine and other applicable privilege. All Confidential Information that is entitled to protection under the attorney-client privilege, work product doctrine and other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and under the joint defense doctrine.\nSection 11. Notices. All notices, requests, consents, demands and other communications provided for by this Agreement will be in writing and shall be deemed sufficient if delivered in person or by express courier to the party to be notified. Any notice to ADP or the Partner will be delivered to the address specified under the respective signature lines below, or to such other address as the parties will advise the other in writing from time to time.\nSection 12. Miscellaneous. This Agreement may not be changed, modified or amended except by a writing signed by each party to this Agreement. This Agreement may not be discharged except by performance in accordance with its terms. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by either party hereto without the prior written consent of the other party. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any kind and every nature, whether written or oral, between them. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts wholly made and performed in such state. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.\nSection 13. Term. This Agreement shall remain in effect for three years from the Effective Date.\nBy checking \u201cI Accept\u201d Partner acknowledges that the individual accepting this Agreement is authorized to accept this Agreement on Partner\u2019s behalf.\n", "spans": [ [ 0, 31 ], [ 32, 59 ], [ 59, 200 ], [ 200, 690 ], [ 691, 827 ], [ 828, 852 ], [ 852, 943 ], [ 944, 1146 ], [ 1147, 1702 ], [ 1702, 1797 ], [ 1797, 1947 ], [ 1947, 2121 ], [ 2121, 2264 ], [ 2264, 2384 ], [ 2385, 2562 ], [ 2563, 2740 ], [ 2741, 2922 ], [ 2923, 2931 ], [ 2931, 2981 ], [ 2981, 3324 ], [ 3324, 3475 ], [ 3476, 3484 ], [ 3484, 3515 ], [ 3515, 4019 ], [ 4019, 4343 ], [ 4343, 4459 ], [ 4459, 4903 ], [ 4903, 5105 ], [ 5106, 5114 ], [ 5114, 5143 ], [ 5143, 5268 ], [ 5269, 5306 ], [ 5306, 5326 ], [ 5326, 5671 ], [ 5671, 5803 ], [ 5803, 5902 ], [ 5902, 6052 ], [ 6052, 6259 ], [ 6260, 6268 ], [ 6268, 6324 ], [ 6324, 6455 ], [ 6455, 6683 ], [ 6683, 6857 ], [ 6857, 7047 ], [ 7047, 7171 ], [ 7172, 7211 ], [ 7211, 7580 ], [ 7581, 7651 ], [ 7651, 7734 ], [ 7734, 7959 ], [ 7959, 8453 ], [ 8454, 8853 ], [ 8853, 9232 ], [ 9233, 9241 ], [ 9241, 9264 ], [ 9264, 9543 ], [ 9543, 9766 ], [ 9767, 9806 ], [ 9806, 10478 ], [ 10478, 10745 ], [ 10746, 10767 ], [ 10767, 10988 ], [ 10988, 11199 ], [ 11200, 11227 ], [ 11227, 11342 ], [ 11342, 11431 ], [ 11431, 11576 ], [ 11576, 11688 ], [ 11688, 11953 ], [ 11953, 12121 ], [ 12121, 12293 ], [ 12294, 12312 ], [ 12312, 12390 ], [ 12391, 12539 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 20, 55, 56 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 8 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 44 ] }, "nda-12": { "choice": "Entailment", "spans": [ 8, 12, 50 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 42 ] }, "nda-3": { "choice": "Entailment", "spans": [ 8 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 16, 23 ] }, "nda-17": { "choice": "Entailment", "spans": [ 40 ] }, "nda-8": { "choice": "Entailment", "spans": [ 26 ] }, "nda-13": { "choice": "Entailment", "spans": [ 8, 11, 50 ] }, "nda-5": { "choice": "Entailment", "spans": [ 16, 23 ] }, "nda-4": { "choice": "Entailment", "spans": [ 19 ] } } } ], "document_type": "search-pdf", "url": "https://partners.adp.com/files/MNDA-V2-2-25-15.pdf" }, { "id": 153, "file_name": "MR_NON-DISCLOSURE-AGREEMENT.pdf", "text": "NON-DISCLOSURE AGREEMENT\nconcluded between\nM&R Automation GmbH\nTeslastra\u00dfe 8\nA-8074 Grambach near Graz\n- hereinafter referred to as \"M&R\" -\nand\nxxxx GmbH\nStreet xx, POSTAL CODE, CITY\n- hereinafter referred to as \"Partner\" -\nPreamble\nM&R will communicate, disclose or make accessible confidential information to the partner in the scope of a draft, an offer phase and/or project handling (hereinafter briefly referred to as \"Project\"), among others.\nAgainst this background, the contracting parties enter into this non-disclosure agreement and agree as follows:\nI. Confidential Information\n\"Confidential information\" in the sense of this agreement is all the information of a financial, commercial, technical or other confidential nature, in particular all specifications, descriptions, drafts, drawings, constructions, cross-sections, samples, data, files, inventions, formulas, procedures, plans, programs, models and other knowledge, experience and know-how that are not part of the state of the art that are disclosed or made accessible to the Partner by M&R in the scope of the project, and that independently of whether they were expressly or implicitly designated as secret or confidential in each case.\nIn particular, data in connection with accounting, such as balance sheets, interim balance sheets, reports, analyses, supporting documents and the like are confidential information as defined by the agreement.\nII. Non-Disclosure Agreement\nThe Partner shall protect the confidential information disclosed to him in connection with the project or to which he is given access in connection with the project from being disclosed to third parties, being used by third parties or being published at least with the same diligence he applies in order to protect his own confidential information of identical importance.\nThe Partner shall use confidential information from M&R for no other purposes than the project unless M&R has approved of such a different use in writing beforehand.\nIf further third parties are involved in the project, the Partner shall not disclose or make available confidential information to the third party before M&R has approved of that and the third party has also committed himself to strict confidentiality.\nConfidential information may only be passed on to general managers, employees, representatives or consultants of the Partner for whom the disclosure of or access to such confidential information is demonstrably necessary in the scope of the project. Insofar as these parties are not already bound to secrecy because of a work contract and/or based on a statutory non-disclosure obligation, these parties have to be bound to secrecy beforehand by making them sign a declaration according to Annex 1, and that also beyond the termination of their employment; this shall apply independently of the type or the legal arrangement of the employment.\nUnless otherwise provided for in this agreement, the above-mentioned obligations of this Section II shall apply in each case for a period of 3 (three) years after the point in time at which the respective confidential information was disclosed by M&R or made accessible to the Partner.\nIII. Exceptions from the Non-Disclosure Agreement\nExcepted from the non-disclosure obligation above shall be know-how and information\na) which was apparent to or generally known by the Partner or was state of the art already;\nb) which was already known by the Partner at the time of disclosure;\nc) which subsequently becomes apparent or generally known or state of the art through no fault of the Partner;\nd) which is disclosed or made accessible to the Partner by a third party who has the right to do so;\ne) regarding which M&R previously agreed to a passing on, disclosure or making accessible to third parties in writing.\nThe burden of proof for the presence of an exception in the above-mentioned sense lies with the Partner.\nIf the Partner or his respective general managers, employees, representatives or consultants are requested or obliged to disclose confidential information by a court, M&R shall be notified of that so timely as to enable M&R to initiate immediate legal action in court or to use another suitable legal remedy. If this immediate legal action and/or a different legal remedy is not obtained within a reasonable period of time, the Partner that is obliged to disclose shall only disclose the part of the confidential information to the disclosure of which he is obliged by law.\nIV. Subcontractors\nInsofar as the Partner employs subcontractors for the fulfillment of his duties from the scope of the project, the Partner shall be obliged to bind them to secrecy as well in writing in a scope according to this non-disclosure agreement. Proof of this obligation has to be shown to M&R upon request.\nV. No Granting of Rights\nThe communication, disclosure or making accessible of confidential information grants the Partner no rights, licenses or industrial property rights of any kind whatsoever. All rights in the confidential information shall remain with M&R.\nNo relations extending beyond that between the contracting parties, in particular no powers of agency of the one contracting party for the other contracting party, can be derived from this agreement. In particular, this agreement does not oblige the contracting parties to disclose confidential information to the respective other party or to enter into contractual relations with the other contracting party in the future.\nVI. Consequences of a Breach of the Obligation to Confidentiality\nIn the event of a culpable breach, the Partner shall be liable to M&R for compensation for the damage caused and shall keep M&R indemnified from all resulting claims and costs. If it is certain that confidential information found its way to third parties from the sphere of the Partner, a culpable (at least negligent) breach of non-disclosure obligations shall be assumed - except when there is evidence to the contrary.\nThe Partner shall equally be liable for the conduct of his general manager, employees, representatives, consultants, subcontractors, vicarious agents and all other parties that are involved in the project by him.\nVII. Term and Consequences of Termination\nThis agreement shall become effective upon signing and has a term of 5 (five) years. Without prejudice to the provision in Section II, last paragraph, the non-disclosure obligation for business secrets and know-how shall, however, continue to apply after termination of this agreement unless one of the exceptions described in Section III , Subsection c), d) or e) has occurred, for which the burden of proof lies with the Partner.\nUpon termination of this agreement, all the confidential information made available by M&R shall be returned to M&R on request of M&R, all copies that were made shall be destroyed or handed over to M&R and all stored information shall be deleted. Confidential information that has to be kept in order to comply with legal obligations, in particular archiving obligations, shall be excepted from that.\nVIII. No Liability for the Correctness of the Confidential Information\nM&R accepts no liability for the use or the trust in the correctness or completeness of the confidential information disclosed to the Partner.\nIX. Final Provisions\nIn the event that individual or several provisions within this Contract are or become ineffective, the effectiveness of the remaining provisions shall remain unaffected thereof. The contracting parties are obliged to replace an invalid provision by one that is in line with the purpose of the invalid provision in an allowable manner or comes as close to it as possible.\nAny amendments or alterations to this agreement may only be made in writing. This shall also apply to the written form clause and a waiver of the written form clause, respectively.\nThis agreement is governed by Austrian law excluding its conflict of law rules.\nThe competent court of jurisdiction for all disputes arising from this agreement shall be Graz.\nGrambach, date ........................... XXX, date ................................................\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\nM&R Automation GmbH Partner\nAnnex 1\nNon-Disclosure Agreement\nThe undersigned\nMr./Ms. [ ... ]\nherewith declares that he/she has taken note of the non-disclosure agreement between M&R Automation GmbH and xy GmbH.\nBy signing this non-disclosure agreement, the undersigned personally undertakes to keep confidential information secret, to prevent any unauthorized disclosure, and to use it for no other purpose than the preparation or execution of the project [ ... ].\nThe undersigned shall continue to be bound by this non-disclosure obligation after termination of his/her work contract or other employment with [ ... ].\n[Place, date] [Signature]\n", "spans": [ [ 0, 24 ], [ 25, 42 ], [ 43, 62 ], [ 63, 76 ], [ 77, 84 ], [ 84, 102 ], [ 103, 139 ], [ 140, 143 ], [ 144, 153 ], [ 154, 182 ], [ 183, 223 ], [ 224, 232 ], [ 233, 448 ], [ 449, 560 ], [ 561, 588 ], [ 589, 1209 ], [ 1210, 1419 ], [ 1420, 1439 ], [ 1439, 1448 ], [ 1449, 1821 ], [ 1822, 1987 ], [ 1988, 2240 ], [ 2241, 2491 ], [ 2491, 2884 ], [ 2885, 3170 ], [ 3171, 3220 ], [ 3221, 3304 ], [ 3305, 3396 ], [ 3397, 3465 ], [ 3466, 3576 ], [ 3577, 3677 ], [ 3678, 3796 ], [ 3797, 3901 ], [ 3902, 4211 ], [ 4211, 4475 ], [ 4476, 4494 ], [ 4495, 4733 ], [ 4733, 4794 ], [ 4795, 4819 ], [ 4820, 4992 ], [ 4992, 5057 ], [ 5058, 5258 ], [ 5258, 5481 ], [ 5482, 5547 ], [ 5548, 5725 ], [ 5725, 5969 ], [ 5970, 6182 ], [ 6183, 6224 ], [ 6225, 6310 ], [ 6310, 6577 ], [ 6577, 6581 ], [ 6581, 6587 ], [ 6587, 6656 ], [ 6657, 6904 ], [ 6904, 7057 ], [ 7058, 7128 ], [ 7129, 7271 ], [ 7272, 7292 ], [ 7293, 7471 ], [ 7471, 7663 ], [ 7664, 7741 ], [ 7741, 7844 ], [ 7845, 7924 ], [ 7925, 8020 ], [ 8021, 8122 ], [ 8123, 8158 ], [ 8159, 8186 ], [ 8187, 8194 ], [ 8195, 8210 ], [ 8210, 8219 ], [ 8220, 8235 ], [ 8236, 8251 ], [ 8252, 8369 ], [ 8370, 8623 ], [ 8624, 8777 ], [ 8778, 8792 ], [ 8792, 8803 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 53 ] }, "nda-15": { "choice": "Entailment", "spans": [ 39, 40 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 15, 16 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 15 ] }, "nda-19": { "choice": "Entailment", "spans": [ 23, 49, 74 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Entailment", "spans": [ 53, 54 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 22 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 0, 33 ] }, "nda-13": { "choice": "Entailment", "spans": [ 26, 30 ] }, "nda-5": { "choice": "Entailment", "spans": [ 22 ] }, "nda-4": { "choice": "Entailment", "spans": [ 20, 73 ] } } } ], "document_type": "search-pdf", "url": "http://www.mr-automation.com/wp-content/uploads/2016/10/MR_NON-DISCLOSURE-AGREEMENT.pdf" }, { "id": 154, "file_name": "MUTUAL-CONFIDENTIAL-NON-DISCLOSURE.pdf", "text": "MUTUAL CONFIDENTIAL NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT (the \u201cAgreement\u201d) made the [DAY] (*) day of [MONTH], [YEAR].\nBETWEEN: Prof. [PROFESSOR NAME] of Carleton University\u2019s [NAME OF DEPARTMENT], an individual having an office at 1125 Colonel By Drive, Ottawa, ON, K1S 5B6. (hereinafter referred to as \u201cInvestigator\u201d)\nAnd: [COMPANY NAME] a corporation under the laws of [JURISDICTION] with a place of business at [COMPANY ADDRESS] (hereinafter referred to as the \u201cCompany\u201d)\n(individually Carleton and the Company are each a \u201cParty\u201d and collectively, the \u201cParties\u201d)\nWHEREAS Prof. [PROFESSOR NAME] of Carleton University\u2019s [NAME OF DEPARTMENT], and the Company each have proprietary knowledge and information relating to [DESCRIBE INFORMATION];\nWHEREAS the Parities which to enter into discussions to evaluate their mutual interest in pursuing a business relations for [DESCRIBE PURPOSE] (the \u201cPurpose\u201d);\nWHEREAS during the said discussions either Party may disclose to the other certain information deemed to be confidential in nature; and\nWHEREAS the Parties wish to establish their respective rights and obligations with respect to such information.\nNOW THEREFORE, inconsideration of the foregoing and the mutual obligations and undertakings set forth below, the Parties hereto agree as follows:\n1. The Preamble forms an integral part of this Agreement.\n2. Definitions:\n(a) \u201cConfidential Information\u201d means the information relating to the Purpose provided by one Party to the other Party and clearly marked \u201cCONFIDENTIAL\u201d or if related orally or visually, identified as \u201cCONFIDENTIAL\u201d at the time of disclosure. Confidential Information includes, but is not limited to, formulations, know-how, manufacturing processes, inventions, products, processes, techniques, compositions, compounds, plans, practices, drawings, prototypes, recordings, instructions, manuals, papers or other materials in whatever form or nature;\n(b) \u201cProvider\u201d means, as appropriate, the Party providing Confidential Information to the other Party; and\n(c) \u201cRecipient\u201d means, as appropriate, the Party receiving Confidential Information to the other Party.\n3. Recipient shall for a period of [NUMBER] (*) years from the date of this Agreement keep in strict confidence and not disclose to any third party any Confidential Information received from Provider prior to and during the term of this Agreement. Obligations of confidentiality will not apply to information that:\n(a) at the time of disclosure is published or is otherwise in the public domain; or\n(b) after the disclosure becomes part of the public domain; or\n(c) was known to Recipient prior to receipt from Provider and was not acquired by Recipient, its employees, directors, agents, consultants, advisers, or other third parties directly or indirectly from Provider; or\n(d) is developed independently by Recipient without reference to Confidential Information; or\n(e) Recipient is required by law to disclose, provided the Recipient shall, where possible, so advise Provider in advance of such disclosure so as to allow Provider an opportunity to challenge such disclosure.\n4. Recipient agrees not to use the Confidential Information in any manner whatsoever, directly or indirectly, and Recipient will not make use of such Confidential Information for any purpose, within or outside of its business, other than in connection with the Purpose. Recipient agrees, prior to the termination of this Agreement, to provide the Provider with all work products incorporating or derived therefrom or written confirmation of their destruction.\n5. Recipient may disclose the Confidential Information only to such of its employees\n who have a need to know such information for the Purpose and according to the terms and conditions contained herein. Recipient shall ensure that its employees are fully aware of the confidential nature of the Confidential\nInformation and of the obligations of confidentiality owed to the Provider. Recipient agrees to protect the Provider\u2019s Confidential Information using at least the same degree of care Recipient uses to protect its own Confidential Information, but in no event less than reasonable care.\n6. This Agreement is effective as of the date first above written and shall remain in full force and effect until [DATE] (*), unless terminated earlier by either Party. Either Party may terminate this Agreement for any reason upon sixty (60) days written notice to the other Party. The rights and obligations of the Parties under paragraphs 3 and 4 of this Agreement shall continue beyond termination.\n7. No right or license whatsoever, expressed or implied, is granted by either Party to the other pursuant to this Agreement under any patent, patent application, copyright, trademark or other proprietary right now or hereafter held by or licensed to Provider. No legal obligations, rights, relationship or duties shall be construed or inferred from the entering into of this Agreement other than as expressly set out herein.\n8. The Confidential Information is disclosed by the Parties without any express or implied representation or warranty as to the accuracy or the completeness thereof. The Parties explicitly disclaim any liability relating to the information, errors or omissions thereform.\n9. Recipient recognized that improper use of the Confidential Information disclosed hereunder shall cause irreparable damage to the Provider and agrees that the Provider may take any and all available legal action and shall be entitled to injunctive relief to prevent breaches of this Agreement.\n10. If, for any reason, any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability and the remainder of this Agreement shall be enforced to the fullest extent possible.\n11. This Agreement constitutes the entire Agreement between the Parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, or implied or statutory, between the Parties other than as expressly set forth in this Agreement.\n12. This Agreement shall not be assignable or transferable and shall ensure to the benefit of and be binding upon the Parties hereto.\n13. Nothing in this Agreement shall make either Party the partner of the other Party nor constitute either Party the agent or legal representative of the other Party, or create any fiduciary\nrelationship between them.\n14. Any demand, notice or other communication to be given in connection with this agreement shall be given in writing and shall be given by personal delivery, by registered mail or by electronic means of communication addressed to Recipient as follows:\nInvestigator: [NAME OF DEPARTMENT]\n[NAME OF BUILDING]\n[ROOM NUMBER]\n1125 Colonel By Drive\nOttawa, ON K1S 5B6\nCompany: [NAME AND COORDINATES]\n15. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument, and signatures transmitted by facsimile or in a PDF file shall be acceptable to bind each Party and shall not affect the validity of the Agreement in any way.\n16. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and herby submit to the jurisdiction of the courts of the Province of Ontario.\n17. The Parties hereto hereby acknowledge that they have required this Agreement to be drawn up in English language. IN WITNESS WHEREOF the Parties have duly executed this Agreement, in duplicate, effective as of the date first above written.\nINVESTIGATOR [COMPANY NAME]\nBy its authorized signatory: By its authorized signatory:\nPer: ___________________________ Per: ____________________________\nName: Name:\nTitle: Title:\nAcknowledgement\nI, Prof [PROFESSOR NAME], having read this Agreement, hereby agree to act in accordance with all the terms and conditions herein and further agree to ensure that all Carleton participants are informed of their obligations under such terms and conditions.\n___________________________\n", "spans": [ [ 0, 44 ], [ 45, 120 ], [ 121, 278 ], [ 278, 321 ], [ 322, 477 ], [ 478, 568 ], [ 569, 746 ], [ 747, 906 ], [ 907, 1042 ], [ 1043, 1154 ], [ 1155, 1300 ], [ 1301, 1358 ], [ 1359, 1374 ], [ 1375, 1617 ], [ 1617, 1922 ], [ 1923, 2029 ], [ 2030, 2133 ], [ 2134, 2382 ], [ 2382, 2448 ], [ 2449, 2532 ], [ 2533, 2595 ], [ 2596, 2809 ], [ 2810, 2903 ], [ 2904, 3113 ], [ 3114, 3384 ], [ 3384, 3573 ], [ 3574, 3658 ], [ 3659, 3660 ], [ 3660, 3777 ], [ 3777, 3881 ], [ 3882, 3958 ], [ 3958, 4167 ], [ 4168, 4337 ], [ 4337, 4450 ], [ 4450, 4569 ], [ 4570, 4830 ], [ 4830, 4994 ], [ 4995, 5161 ], [ 5161, 5266 ], [ 5267, 5562 ], [ 5563, 5806 ], [ 5807, 6044 ], [ 6044, 6250 ], [ 6251, 6384 ], [ 6385, 6575 ], [ 6576, 6602 ], [ 6603, 6855 ], [ 6856, 6890 ], [ 6891, 6909 ], [ 6910, 6923 ], [ 6924, 6937 ], [ 6937, 6945 ], [ 6946, 6964 ], [ 6965, 6996 ], [ 6997, 7321 ], [ 7322, 7551 ], [ 7552, 7669 ], [ 7669, 7794 ], [ 7795, 7822 ], [ 7823, 7852 ], [ 7852, 7880 ], [ 7881, 7886 ], [ 7886, 7914 ], [ 7914, 7919 ], [ 7919, 7947 ], [ 7948, 7959 ], [ 7960, 7973 ], [ 7974, 7989 ], [ 7990, 8244 ], [ 8245, 8272 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 25 ] }, "nda-15": { "choice": "Entailment", "spans": [ 35, 36 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 14 ] }, "nda-1": { "choice": "Entailment", "spans": [ 13 ] }, "nda-19": { "choice": "Entailment", "spans": [ 34 ] }, "nda-12": { "choice": "Entailment", "spans": [ 18, 22 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 13 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 18, 23 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 26, 28 ] }, "nda-4": { "choice": "Entailment", "spans": [ 24 ] } } } ], "document_type": "search-pdf", "url": "http://carleton.ca/curo/wp-content/uploads/MUTUAL-CONFIDENTIAL-NON-DISCLOSURE.pdf" }, { "id": 155, "file_name": "MUTUAL-NDA-Form-2.pdf", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis MUTUAL NON-DISCLOSURE AGREEMENT (the \"Agreement\") is made by and between _____ Capital, Inc., a Delaware corporation, having its principal place of business at _______________, and ___________, having its principal place of business ________________.\nWHEREAS, in the course of business the parties will share Confidential Information (as defined below) with each other, the parties agree to the following terms and conditions.\n1. Confidential Information. As used herein, \"Confidential Information\" shall mean any and all oral and written proprietary information provided by one party (the \"Provider\") to the other (the \"Recipient\"), including but not limited to financial documents, customer lists, development plans, business plans, trade secrets, and intellectual property. \"Confidential Information\" does not include information that (i) is generally available to the public on the date of this agreement, (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder, (iii) was in the Recipient's possession prior to disclosure by the Provider, except to the extent that the Recipient received the information in violation of any requirement of confidentiality of which the Recipient was aware or reasonably should have been aware, or (iv) is made available to the Recipient lawfully and in good faith by a third party who Recipient reasonably believes is not under an obligation to keep such information confidential.\n2. Use of Confidential Information. Each party agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party Confidential Information of the other, except as approved in advance in writing by the other party to this Agreement, and will use the Confidential Information for no purpose other than evaluating or pursuing a business relationship with the other party to this Agreement.\n3. Employees, Advisors, and Agents. The Recipient will only share Confidential Information with its employees, advisors, and agents when such disclosure is necessary for the purpose for which the Provider disclosed the information. All employees, advisors, and agents of the Recipient party with access to Confidential Information shall be bound by this Agreement and the Recipient shall be responsible for any unauthorized disclosure of Confidential Information by its employees, advisors and/or agents.\n4. Court Order. Notwithstanding the above, the Recipient shall not be in violation of this Agreement if the disclosure is in response to a valid subpoena or order by a court or other government body, provided the Recipient presents the Provider with as much prior written notice of such disclosure as is reasonable in order to permit the Provider an opportunity to seek confidential treatment of such information.\n5. Care. The Recipient will use at least as much care in maintaining the confidentiality of any disclosed Information as that party uses in maintaining its own Confidential Information, and the Recipient will use at least reasonable care.\n6. Notification of Loss or Disclosure. Each party shall immediately notify the other upon discovery of any loss or unauthorized disclosure of the Confidential Information of the other party.\n7. Reproduction of Information. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information by the Recipient shall remain the property of the Provider and shall contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the Provider.\n8. Return of Information. Upon termination or expiration of the Agreement, or upon written request by either party, each party shall promptly return to the other all documents and other tangible materials representing the other's Confidential Information and all copies thereof, or destroy all Confidential Information and copies thereof and certify its destruction to the Provider.\n9. No Property Rights; No Partnership or Joint Venture. The parties recognize and agree that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to the Confidential Information of the other party disclosed pursuant to this Agreement, and any grant, if any, shall be set forth in a separate, express written agreement. Unless set forth in a separate, express written agreement, the parties hereto have not formed and are not forming a partnership or joint venture and neither party may claim otherwise.\n10. Term. This Agreement shall commence on the first date that both parties have signed the Agreement (the \"Effective Date\") and shall terminate 3 years following the Effective Date. Either party may terminate this Agreement at any time, given that the party provides the other party with at least 90 days prior written notice. Following termination of this agreement, confidentiality shall still be maintained for two years following the termination of this Agreement.\n11. State Law. This Agreement and all disputes rising hereunder shall be governed by the laws of the State of New York without regard to its conflict of laws provisions.\n12. Injunctive Relief. In the event that one party breaches or threatens to breach this agreement the parties agree that monetary damages will be an inadequate remedy, and therefore, the other party will be entitled to an immediate permanent injunction against such breach and such other equitable relief as is necessary to enforce any and all of the provisions of this Agreement.\n13. Interpretation. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect other provisions, but this Agreement will be reformed, construed, and enforced as if such invalid, illegal, or unenforceable provisions had never been contained herein. The language in all parts of this Agreement will be construed, in all cases, according to its fair meaning, and not for or against either party hereto because one party may have drafted the Agreement.\n14. Entire Agreement; No Oral Modification. This Agreement constitutes the entire Agreement between the parties relating to the subject matter hereof. This Agreement is the complete, final, and exclusive embodiment of their agreement with regard to this subject matter and supersedes any prior oral discussions or written communications and agreements. This Agreement is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified or amended except in writing signed by both parties.\nIN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the date first set forth above.\n", "spans": [ [ 0, 31 ], [ 32, 116 ], [ 116, 270 ], [ 270, 287 ], [ 288, 463 ], [ 464, 493 ], [ 493, 814 ], [ 814, 875 ], [ 875, 947 ], [ 947, 1070 ], [ 1070, 1337 ], [ 1337, 1520 ], [ 1521, 1557 ], [ 1557, 2003 ], [ 2004, 2040 ], [ 2040, 2236 ], [ 2236, 2508 ], [ 2509, 2525 ], [ 2525, 2922 ], [ 2923, 3161 ], [ 3162, 3201 ], [ 3201, 3352 ], [ 3353, 3385 ], [ 3385, 3509 ], [ 3509, 3778 ], [ 3779, 3805 ], [ 3805, 4161 ], [ 4162, 4218 ], [ 4218, 4541 ], [ 4541, 4724 ], [ 4725, 4735 ], [ 4735, 4908 ], [ 4908, 5053 ], [ 5053, 5194 ], [ 5195, 5210 ], [ 5210, 5364 ], [ 5365, 5388 ], [ 5388, 5745 ], [ 5746, 5766 ], [ 5766, 5906 ], [ 5906, 6289 ], [ 6289, 6489 ], [ 6490, 6534 ], [ 6534, 6641 ], [ 6641, 6843 ], [ 6843, 7047 ], [ 7048, 7168 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 26 ] }, "nda-15": { "choice": "Entailment", "spans": [ 28 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 13, 33 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 26 ] }, "nda-3": { "choice": "Entailment", "spans": [ 6 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 15 ] }, "nda-17": { "choice": "Entailment", "spans": [ 23 ] }, "nda-8": { "choice": "Entailment", "spans": [ 18 ] }, "nda-13": { "choice": "Entailment", "spans": [ 7, 11 ] }, "nda-5": { "choice": "Entailment", "spans": [ 15 ] }, "nda-4": { "choice": "Entailment", "spans": [ 13 ] } } } ], "document_type": "search-pdf", "url": "http://seabrookpartnersllc.com/wp-content/uploads/2017/12/MUTUAL-NDA-Form-2.pdf" }, { "id": 156, "file_name": "MUTUAL-NON-CIRCUMVENT-and-NON-DISCLOSURE-20.pdf", "text": "SunTerra Transportation and Logistic Services, LLC.\nSt Petersburg, FL. 33707\nPhone 727.362.6357 / Fax 866.871.6905\nMUTUAL NON - CIRCUMVENT and NON - DISCLOSURE\nThis Agreement (\u201cAgreement\u201d) is made effective as of ______day of ________________ and is between Sunterra Environmental, a Florida limited liability company and_______________________. and are each referred to as a \u201cParty\u201d and collectively referred to as the \u201cParties\u201d.\n The purpose of this agreement is to protect the confidential information brought together by the business transactions and interchange of the stated parties above desiring to facilitate various strategic alliances and business ventures. Regarding the possible entry into a business relationship, each party may disclose its Trade Secrets or Confidential Information to the other. For and in consideration of the disclosures to be made hereunder and the mutual promises and covenants expressed herein, the parties agree as follows:\nI. CONFIDENTIAL INFORMATION - As used herein, Confidential Information shall mean any information and data of a confidential or proprietary nature which is disclosed by Disclosing Party to Receiving Party, including but not limited to, customer information, proprietary technical, financial, personnel, marketing, pricing, sales, and/or commercial information with respect to computer networking, data communications, computing services; development, operation, performance, cost, know-how, business, process and marketing of computer software and other technology relating to computer networking, data communications and computing services as well as ideas, concepts, designs and inventions, computer source and object code and computer programming techniques; and all record bearing media containing or disclosing such information and techniques that are disclosed pursuant to this Agreement. The terms and existence of this Agreement, the fact that Confidential Information has been made available hereunder, that discussions or negotiations are taking place concerning a potential business relationship involving the Parties and all the terms, conditions, and other facts with respect thereto (including the status thereof) shall also be considered Confidential Information that is subject to the provisions of this Agreement.\nII. PROTECTION OF CONFIDENTIAL INFORMATION - Both parties understand and acknowledge that the Confidential Information has been developed or obtained by stated parties by investment of significant time, effort and exposure, and that the confidential information is a valuable, special and unique asset of stated parties which provides each with a significant competitive advantage. Therefore, stated parties agree to hold in confidence and not to disclose the Confidential Information to any person or entity without the prior written consent of each Party. No copying: Both further agree that they will not copy or modify any Confidential Information without the prior written consent of stated parties. No contact: both further agree that they will not directly contact any listed source of Confidential Information without the prior written consent of respective parties.\nIII. NON-CIRCUMVENT - The Parties, hereby irrevocably agree, and guarantee each other they shall not, directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass, or obviate each other's interest, or the interest or relationship between the Parties with other haulers, trucking companies, contractors on project, future contractors on project, carriers, prime contractors, sub-contractors, producers, sellers, buyers, brokers, dealers, , government departments, distributors, financial institutions, technology owners, developers or manufacturers, to change, increase or avoid directly or indirectly payment of established or to be established fees, commissions, or continuance of pre-established relationship or intervene in non-contracted relationships that by-pass one of the Parties with any haulers, trucking companies, contractors on project, future contractors on project, carriers, prime contractors, sub- contractors, producers, sellers, buyers, brokers, dealers, government departments, distributors, financial institutions, technology owners, developers or manufacturers, corporations, producer, technology owner, partnership, or individual revealed or introduced by one of the Parties to one another in connection with any on-going or future transaction or project.\nIV. AGREEMENT - This mutual non-circumvent and non-disclosure agreement is for the purpose of protecting new business developed jointly by the Parties therein. The Undersigned agree that they shall not use proprietary information or trade secrets unknown to the general public belonging to the Providing Party for their own use or for any purpose, other than the purpose authorized in writing by the Providing Party to the benefit of the joint business effort of the parties.\nExcept as otherwise expressly set forth in this Agreement, both parties herein will hold in confidence and not disclose, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer, directly or indirectly, in any form, by any means, or for any purpose, the Trade Secrets or Confidential Information or any portion thereof. The Receiving Party may only disclose the Trade Secrets and Confidential Information to its attorneys, accountants and employees, to the extent such persons have a need to know such information for the purposes described in this Agreement, and provided each such employee shall be obligated in writing to comply with the terms and conditions of this Agreement and each such attorney or accountant shall either be legally bound to comply with the terms and conditions of this Agreement or so obligated in writing.\nRecipient\u2019s obligations under this Agreement with regard to the Trade Secrets remain in effect for so long as such information shall remain a trade secret under applicable law. Recipient\u2019s obligations with regard to the Confidential Information shall remain in effect for two (2) years after the execution of this Agreement. No contract or agreement providing for any transaction involving the Parties shall be deemed to exist between the Parties unless and until a final definitive agreement has been executed and delivered. Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the parties hereto or constitute or be deemed to constitute one party as agent of the other, for any purpose whatsoever, and neither party shall have the authority or power to bind the other, or to contract in the name of or create a liability against the other, in any way or for any purpose.\nV. TRADE SECRET\n(a) The undersigned and/or their employees, agents, affiliates, attorneys, accountants, and advisors acknowledge that all information shared while performing duties related to the development of potential acquisition of business or any customers introduced whether in written, printed, verbal or electronic forms by either party, including but not limited to files, employees, clients, suppliers, names and addresses, products samples, designs and patents, copyrights, manufacturing processes, sales and marketing projects and programs are to be held up as proprietary information and a trade secret of the \"Disclosing Party\" and as such are to be treated in a strictly confidential manner.\n(b) All information provided by either \"Party\" to the other party shall remain the sole and exclusive property of the Provider. The undersigned shall make every effort to protect and secure the information belonging to the parties while in their possession. No information belonging to the \"Parties\" shall be provided or disclosed in any form by the Undersigned to a third party directly or indirectly unless the third party is bound by the terms of this Agreement.\n(c) The Undersigned agrees that the proprietary information including, but not limited to, financial and marketing information, product or service information and customers' name's provided by either \"Party\" shall not be provided to, or disclosed directly or indirectly to any third party without prior written agreement of both parties.\n(d) The Undersigned agrees that no copies in any form whether magnetic, printed or electronic, abstracts or photographs shall be made without written permission of the Provider {defined in III b}. Upon demand by either of the Parties, the Receiving Party herein Undersigned will return all the proprietary information to the appropriate Provider.\nVI. REMEDIES - The parties herein acknowledge that in the event of a breach of this Agreement, the injured party shall be entitled to injunctive relief as a cumulative and not necessarily successive remedy and without the need to post bond. Both parties understand, acknowledge and agree that in the event the Disclosing Party is required to bring an action to enforce the provisions of this Agreement through a Temporary Restraining Order or other remedy, the damages to Disclosing Parry for improper disclosure of the Information are irreparable, and the Disclosing Party is entitled to equitable relief, including a preliminary injunction, in addition to other monetary relief.\nIf any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction or a regulatory agency having jurisdiction over the subject matter herein to be enforceable, void or invalid, the remainder of the provisions herein shall remain in full force and effect and shall in no way be affected, impaired or invalidates and the rights and obligations of the parties of this Agreement shall be construed and enforced accordingly.\nVII. ATTORNEYS FEES - If any legal action arises to this Agreement, the prevailing party shall be entitled to recover its court costs, expenses and reasonable attorneys' fees.\nVIII. JURISDICTION\nThis Agreement shall be construed and governed to the laws of State of Florida.\nIN WITNESS WHEREOF, the Parties have duly executed this document as of the Effective Date.\nSunterra Environmental ____________________________.\nBy:_________________________________ By:________________________________\nPrint:___________________ ____________ Print:_______________________________\nTitle:______________________________ Title:_______________________________\nDate:_______________________________ Date:_______________________________\n", "spans": [ [ 0, 51 ], [ 52, 76 ], [ 77, 114 ], [ 115, 159 ], [ 160, 318 ], [ 318, 346 ], [ 346, 430 ], [ 431, 432 ], [ 432, 669 ], [ 669, 812 ], [ 812, 962 ], [ 963, 1858 ], [ 1858, 2293 ], [ 2294, 2676 ], [ 2676, 2852 ], [ 2852, 2999 ], [ 2999, 3168 ], [ 3169, 4477 ], [ 4478, 4638 ], [ 4638, 4953 ], [ 4954, 5304 ], [ 5304, 5816 ], [ 5817, 5994 ], [ 5994, 6142 ], [ 6142, 6343 ], [ 6343, 6728 ], [ 6729, 6744 ], [ 6745, 7435 ], [ 7436, 7564 ], [ 7564, 7694 ], [ 7694, 7901 ], [ 7902, 8239 ], [ 8240, 8437 ], [ 8437, 8586 ], [ 8587, 8828 ], [ 8828, 9267 ], [ 9268, 9730 ], [ 9731, 9906 ], [ 9907, 9925 ], [ 9926, 10005 ], [ 10006, 10096 ], [ 10097, 10120 ], [ 10120, 10149 ], [ 10150, 10187 ], [ 10187, 10222 ], [ 10223, 10249 ], [ 10249, 10299 ], [ 10300, 10337 ], [ 10337, 10374 ], [ 10375, 10412 ], [ 10412, 10448 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 20 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 28 ] }, "nda-10": { "choice": "Entailment", "spans": [ 12 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 11 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 22 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 21, 30, 31 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 15, 32 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 21 ] }, "nda-4": { "choice": "Entailment", "spans": [ 19 ] } } } ], "document_type": "search-pdf", "url": "http://www.thesunterragroup.com/wp-content/uploads/MUTUAL-NON-CIRCUMVENT-and-NON-DISCLOSURE-20.pdf" }, { "id": 158, "file_name": "Model%20NDA%20(recommended%20by%20SWA).pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (\u201cAgreement\u201d) is made on this ___ day of ____ 201___ (\u201cEffective Date\u201d) at Mumbai.\nBETWEEN\n____________ (WRITER), an adult inhabitant of India having Pan No _________ having permanent address at ___________________________and current address at __________________________ (hereinafter referred to as the \u201cDisclosing Party/Writer\u201d, which expression shall, unless repugnant to the context or meaning thereof, mean and include his/her heirs, executors, administrators, legal representatives) of the One Part\nAND\nYYYY, a [proprietorship/partnership/company] [through the sole proprietor/ acting through its partner [_____]/ incorporated under the provisions of the Companies Act, 1956],with its [principal place of business] [registered office] located at [___________], (hereinafter referred to as the \u201cReceiving Party/Producer\u201d, which expression shall, unless it be repugnant to the context or meaning thereof, means and includes [his/her heirs, executors, administrators, legal representatives/ the partners or partner for the time being of the firm the survivors or survivor of them and the heirs, executors, administrators of the last surviving partner and his or her assigns/ its successors and assigns]) of the OTHER PART;\n\u201cDisclosing Party/Writer\u201d and \u201cReceiving Party/Producer\u201d, hereinafter collectively referred to as \u201cParties\u201d and individually a \u201cParty\u201d\nWHEREAS\n(A) [\u201cThe Parties intend to enter into discussions with each other regarding the clippings, strategies/synopsis/story/story line/ narration/script/screenplay/ dialogue and literary work titled _____________________owned, written and authored by the Disclosing Party and registered by the Disclosing Party/Writer with the Film Writers Association as also attached hereto as Annexure - I\u201c] [\u201cSubmissions\u201d] to access the possibility of enabling the said Receiving Party/Producer to produce a ____________ based on the same on mutually agreed terms as may be agreed to and executed by the Parties if/as and when applicable (hereinafter referred to as the \u201cPurpose\u201d).It is expressly clarified herein that nothing herein is deemed to transfer any intellectual property rights and/or any other rights of the Disclosing Party/Writer in the said Submissions and/or any other Proprietary and Confidential Information (defined below and hereinafter collectively referred to as Confidential Information), to the Receiving Party/Producer under any circumstances and/or for any reason whatsoever.\nIn order to proceed with the Purpose, the Disclosing party has agreed to additionally provide certain Proprietary and Confidential Information concerning the Purpose and the receiving party has agreed to accept such Confidential information on a strictly confidential basis and on the terms and conditions set out below.\nIN CONSIDERATION of the Receiving Party having access to the Disclosing Party\u2019s said Confidential Information each Party agrees to the following terms and conditions:\n1. The term \u201cConfidential information\u201d for the purpose of this Agreement shall mean the said Submissions and each concept, idea, game-play mechanic, set design, business model, and/or other element contained therein and any and all other proprietary and/or any other information and/or data which is provided and/or obtained hereunder weather in relation to the submission and/or otherwise, whether in writing, pictorially, in machine readable form, orally or by observation during their interactions/discussions, in connection with the Purpose or otherwise, including but not limited to, all intangible and tangible information, documents, data, papers, statements, any business/customer information and trade secrets relating to its business practices in connection with the Purpose or otherwise, and will form a part of the proprietary and confidential information weather disclosed by the Disclosing and/or Receiving Party.\n2. Notwithstanding any other provision of this Agreement, the Parties acknowledge that Confidential information shall not include any information that:\na) Is or becomes publicly available without breach of this Agreement\nb) Becomes lawfully available to either Party from a third party free from any confidentiality restriction.\nc) Is required to be disclosed under any relevant law, regulation or order of court, provided the affected Party is given prompt notice of such requirement or such order and (where possible) and provided the opportunity to contest it as per applicable law, and the scope of such disclosure is limited to the extent possible\nd) Was previously ,i.e., prior to the date of this Non-Disclosure Agreement, possession of the Receiving Party and which was not acquired directly or indirectly from the Disclosing Party as evidenced by written and dated original and valid records.\n3. The Receiving shall use the Confidential information only for the Purpose and not disclose any of the Confidential Information to any third party without the Disclosing Party\u2019s prior written consent, and in addition to the same the Receiving Party will only share such Confidential Information with its internal employees only and strictly on a need to know basis.\n4. The Receiving Party shall hold and keep in strictest confidence any and all Confidential Information and shall treat the Confidential Information with at least the same degree of care and protection as it would treat its own Confidential information.\n5. The Receiving Party shall not copy or reproduce in any way (including without limitation, store in any computer or electronic system) any Confidential information or any documents containing Confidential information without the Disclosing party\u2019s written consent.\n6. The Receiving Party shall immediately upon request by the Disclosing party deliver back to the Disclosing Party all Confidential information disclosed to the Receiving party, including all copies(if any) mode under above clauses.\n7. The Receiving party shall not use the Confidential information to procure a commercial advantage and/or otherwise for any purpose whatsoever other than the Purpose without the prior written approval of the Disclosing Party,\n8. The Receiving party acknowledges that damages are not a sufficient remedy for the Disclosing Party for any breach of any of the Receiving Party\u2019s undertakings herein provided and the Receiving Party further acknowledges that the Disclosing party is entitled to specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach of this Agreement and/or any undertakings hereunder by the Receiving Party, in addition to and without prejudice any other remedies available to the Disclosing Party in law or in equity.\n9. The Receiving Party does not acquire any intellectual property rights under this Agreement or through any disclosure hereunder, except the limited right to use such Confidential Information in accordance with the Purpose under this Agreement and subject to the terms and conditions hereunder.\n10. Receiving Party shall not modify or erase the logos, trademarks etc. of Disclosing Party or any third party present on the Confidential Information. Neither party shall use or display the logos, trademarks etc., of the other party in any advertisement, press etc. and/or otherwise, without the prior written consent of the other party.\n11. No warranties of any kind are given with respect to the Confidential information and/or any other information disclosed under this Agreement or any use thereof, except as may be otherwise agreed to in writing. Neither party shall be liable to the other hereunder for amounts representing loss of profits, loss of business or indirect, consequential or punitive damages of the other party in connection with the provision or use of Confidential information hereunder except to the extent that such provision or use is caused by and constitutes a breach of this Agreement.\n12. No failure or delay by either Party in exercising or enforcing any right, remedy or power hereunder shall operate as a waiver thereof nor shall any single or partial exercise or enforcement of any right, remedy or power preclude any further exercise or enforcement thereof or the exercise or enforcement of any other right, remedy or power.\n13. This Agreement shall be governed by the laws of India.\n14. The Parties hereto undertake that any dispute which may arise between them shall first be dealt with in the manner stated below, irrespective of the other recourse, which any Party may have in law or in equity.\n14.1 If any dispute arises between the Parties hereto during the subsistence of this Agreement or thereafter, in connection with the validity, interpretation, implementation or alleged material breach of any provision of this Agreement or regarding a question, including the questions as to whether the termination of this Agreement by one Party hereto has been legitimate, both Parties hereto shall endeavour to settle such dispute amicably. If the Parties fail to bring about an amicable settlement within a period of thirty (30) days, either Party to the dispute may give ten (10) days notice of invocation of dispute settlement by the Film Writers Association, Mumbai, to the other Party in writing.The Parties hereto shall submit to such mediation award by the Film Writers Association and the award shall be enforceable in any competent court of law in Mumbai.\n15. Subject to the provision of Clause 16, the Courts having jurisdiction hereunder, shall exclusively be the courts at Mumbai, India.\n15.1 This Agreement shall be governed by and construed in accordance with the laws of India.\n16. This agreement supersedes all prior discussions and writings with respect to the subject matter hereof and constitutes the entire agreement between the parties with respect to the subject matter hereof. No waiver or modification of this Agreement will be binding upon either Party unless made in writing and signed by a duly authorized representative of each Party.\n17. In the event that any of the provisions of this Agreement shall be held by a court or the dispute resolution committee of the Film Writers Association to be unenforceable, the remaining portions hereof shall remain in full force and effect.\n18. Nothing in this Agreement shall preclude either party from engaging in discussions with any third party regarding the Purpose, provided that the terms of this Agreement are strictly complied with during such discussions.\n19. All obligations respecting the Confidential information already provided hereunder shall survive in perpetuity after the date that the specific Confidential information was first disclosed.\n20. This Agreement is valid and binding on theparent and/or holding and/or subsidiary(s) and/or associate(s) and/or affiliate and/or related companies and/or entities, directors, agents, servants, successors-in-title and permitted assigns of the respective Parties.\nIN WITNESS WHEREOF this Agreement has been executed by the duly authorized representative of each Party on the day and year first above written.\nSIGNED: SIGNED:\nFor and on behalf of: For and on behalf of:\n_____________________ ________________\nName: Name:\nWitness:\nWitness:\n", "spans": [ [ 0, 24 ], [ 25, 137 ], [ 138, 145 ], [ 146, 212 ], [ 212, 250 ], [ 250, 281 ], [ 281, 300 ], [ 300, 327 ], [ 327, 559 ], [ 560, 563 ], [ 564, 609 ], [ 609, 1280 ], [ 1281, 1415 ], [ 1416, 1423 ], [ 1424, 1617 ], [ 1617, 2086 ], [ 2086, 2506 ], [ 2507, 2827 ], [ 2828, 2994 ], [ 2995, 3922 ], [ 3923, 4074 ], [ 4075, 4143 ], [ 4144, 4251 ], [ 4252, 4575 ], [ 4576, 4824 ], [ 4825, 5192 ], [ 5193, 5446 ], [ 5447, 5713 ], [ 5714, 5946 ], [ 5947, 6173 ], [ 6174, 6731 ], [ 6732, 7027 ], [ 7028, 7181 ], [ 7181, 7367 ], [ 7368, 7582 ], [ 7582, 7942 ], [ 7943, 8287 ], [ 8288, 8346 ], [ 8347, 8561 ], [ 8562, 8567 ], [ 8567, 9005 ], [ 9005, 9265 ], [ 9265, 9428 ], [ 9429, 9563 ], [ 9564, 9569 ], [ 9569, 9656 ], [ 9657, 9864 ], [ 9864, 10026 ], [ 10027, 10271 ], [ 10272, 10496 ], [ 10497, 10690 ], [ 10691, 10956 ], [ 10957, 11101 ], [ 11102, 11117 ], [ 11118, 11161 ], [ 11162, 11184 ], [ 11184, 11200 ], [ 11201, 11212 ], [ 11213, 11221 ], [ 11222, 11230 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 28 ] }, "nda-15": { "choice": "Entailment", "spans": [ 16, 31 ] }, "nda-10": { "choice": "Entailment", "spans": [ 19 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 19 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 50 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 28 ] }, "nda-3": { "choice": "Entailment", "spans": [ 19 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 25 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 20, 23 ] }, "nda-13": { "choice": "Entailment", "spans": [ 22 ] }, "nda-5": { "choice": "Entailment", "spans": [ 25 ] }, "nda-4": { "choice": "Entailment", "spans": [ 25, 29 ] } } } ], "document_type": "search-pdf", "url": "https://www.swaindia.org/pdf/Model%20NDA%20(recommended%20by%20SWA).pdf" }, { "id": 159, "file_name": "Mutual%20NDA_Confidentiality.pdf", "text": "MUTUAL CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT\nTHIS MUTUAL CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT (this \u201cAgreement\u201d) is entered into as of this ____ day of ____________, 201__ (the \u201cEffective Date\u201d), by and between HICO America Sales & Technology, Inc., a Pennsylvania corporation with its principal offices located at Three Penn Center West, Suite 300, Pittsburgh, Pennsylvania 15276 (\u201cHICO\u201d), and ___________________________, a _______________________________ with its principal offices located at ______________ (\u201c__________\u201d).\nWHEREAS, HICO and ______________ desire to exchange certain Confidential Information (as defined below) for the purpose of internal review in relation to the consideration of a potential business relationship or transaction (the \u201cPurpose\u201d);\nWHEREAS, to facilitate such discussions, HICO and ____________ (each, in such instance, the \u201cDisclosing Party\u201d) may disclose to one another (each, in such instance, the \u201cReceiving Party\u201d) confidential and proprietary information regarding the Disclosing Party\u2019s business; and\nWHEREAS, HICO and ____________ are entering into this Agreement to define their respective rights and obligations with respect to any confidential and proprietary information exchanged between them.\nNOW THEREFORE, in consideration of the premises hereof and following covenants and agreements, and intending to be legally bound hereby, HICO and _____________ hereby agree as follows:\n1. Confidential Information. \u201cConfidential Information\u201d as used in this Agreement means all information regarding a Disclosing Party\u2019s business disclosed or made available to a Receiving Party by a Disclosing Party, or otherwise acquired by Receiving Party, in connection with the Purpose of this Agreement, including, without limitation, any information relating to a Disclosing Party\u2019s business, products, technology, data, engineering data or drawings, software (including all algorithms, methods, techniques and processes revealed by such software), customers, customer lists, customer needs and requirements, documentation, training materials, vendors, intellectual property, marketing, financial, projections, trade secrets, proprietary information or other information, whether in electronic, oral or written form, and all notes, analyses, compilations, studies or other documents prepared by the Receiving Party which contain or reflect such information. The existence of the Purpose of this Agreement, this Agreement and the terms contained herein shall be deemed to be Confidential Information under this Agreement. Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party, (b) was in the Receiving Party\u2019s possession free from any obligation of confidence at the time it was communicated to the Receiving Party by the Disclosing Party, (c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not prohibited from transmitting such information by a contractual, legal, or other obligation, or (d) it was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party.\n2. Non-Use; Protection and Dissemination of Confidential Information. Each party hereto agrees not to use the Confidential Information received by such party as a Receiving Party other than for the Purpose of this Agreement. Each party hereto shall: (a) not disclose the Confidential Information of the other party hereto to any other party and will use best efforts to protect the confidentiality of such information, (b) not use the Confidential Information except for the Purpose of this Agreement, and (c) not reproduce, copy or photograph any document or other medium which contains Confidential Information, without the prior written approval of the Disclosing Party; provided, however, that each party hereto may furnish the other\u2019s Confidential Information to those employees or representatives of such party who need to have access to such Confidential Information to assist such party in achieving the Purpose of this Agreement. As a condition to such disclosure, the Receiving Party must inform its employees and representatives of the confidential nature of the Confidential Information and the terms of this Agreement and each representative of a Receiving Party that receives Confidential Information must agree in writing to be bound by the terms of this Agreement as is the Receiving Party. Each party hereto is responsible for any breach of this Agreement by its employees and representatives. The Receiving Party agrees to promptly advise the Disclosing Party in writing upon learning of any unauthorized use or disclosure of the Confidential Information.\n3. Ownership and Return. All Confidential Information is and will remain the exclusive property of Disclosing Party, and no right or license is granted to Receiving Party with respect to any Confidential Information. Upon the termination by either party of discussions concerning the Purpose of this Agreement, or sooner if so requested by the Disclosing Party, the Receiving Party will return to the Disclosing Party or destroy all Confidential Information, including all copies of the same. Upon request, the fact of any such destruction must be certified in writing to the Disclosing Party by an officer of the Receiving Party. Nothing in this Agreement obligates either party hereto to disclose any information to the other or creates any agency or partnership relation between them.\n5. Compelled Disclosure. If either party hereto, as Receiving Party, is requested or required by legal or administrative process to disclose any Confidential Information of the Disclosing Party, such Receiving Party will promptly notify the Disclosing Party of such request or requirement so that such Disclosing Party may seek an appropriate protective order or other relief. In any case, such Receiving Party will (a) disclose only that portion of the Confidential Information which the Receiving Party\u2019s legal counsel advises is required to be disclosed, (b) use best efforts to ensure that such Confidential Information is treated confidentially, and (c) notify such Disclosing Party as soon as reasonably practicable of the items of Confidential Information so disclosed.\n6. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED \u201cAS IS.\u201d NEITHER PARTY HERETO MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.\n7. Remedies. Each party hereto acknowledges that remedies at law may be inadequate to protect the other party against any actual or threatened breach of this Agreement, and, without prejudice to any other rights and remedies otherwise available to the parties hereto, agrees to the granting of injunctive relief in favor of the other without proof of irreparable harm or the posting of any bond. In the event of litigation commenced by a party to enforce this Agreement, the primarily prevailing party will be entitled to recover its costs and expenses in such litigation, including attorneys\u2019 fees and expenses.\n8. Transaction. Both parties agree that unless and until final, written definitive agreements regarding a specific transaction between the parties have been executed and delivered, neither party will be under any legal obligation of any kind whatsoever to extend or expand the relationship beyond the Purpose of this Agreement, except for the matters specifically agreed to herein.\n9. Term and Termination. This Agreement shall be effective as of the Effective Date and shall govern all communications of Confidential Information between the parties until terminated by either party; provided, however, the obligations of confidentiality and non-disclosure with respect to Confidential Information shall continue beyond termination until: (a) such time as the Confidential Information is no longer deemed to be Confidential Information as more fully set forth in Section 1 of this Agreement or (b) upon the written consent of the Disclosing Party that the obligations of confidentiality and non-disclosure have ended.\n10. Miscellaneous. This Agreement will inure to the benefit of and be binding upon the parties\u2019 respective successors and permitted assigns. Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Both parties agree not to issue or release any articles, advertising, publicity or other matter relating to the existence of this Agreement or any Confidential Information (including the fact that a meeting or discussion has taken place between the parties) or mentioning or implying the name of the other party, except as may be required by law and then only after providing the other party with an opportunity to review and comment thereon. In the event that any one of the provisions contained in this Agreement is found to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality or enforceability of the remaining provisions contained in this Agreement will not in any way be affected or impaired by such a finding. No waiver of any provisions of this Agreement will be valid unless the same is in writing and signed by the party against whom such waiver is sought. A waiver or consent given by either party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion. This Agreement contains the entire agreement of the parties, supersedes any and all prior agreements, written or oral, between them relating to the subject matter hereof, and may not be amended unless agreed to in writing by each party. The rights and obligations of the parties under this Agreement are in addition to, not in lieu of, all rights and obligations under applicable statutory and common law with respect to the other\u2019s Confidential Information. This Agreement is governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania (without regard to its conflict of laws provisions).\n[INTENTIONALLY LEFT BLANK \u2013 NEXT PAGE IS SIGNATURE PAGE]\nIN WITNESS WHEREOF, the parties have executed this Mutual Confidentiality & Non-Disclosure Agreement as of the date first written above.\nHICO America Sales & Technology, Inc.\nBy:\nName:\nTitle:\n[NAME]\nBy:\nName:\nTitle:\n", "spans": [ [ 0, 49 ], [ 50, 406 ], [ 406, 435 ], [ 435, 437 ], [ 437, 469 ], [ 469, 537 ], [ 538, 778 ], [ 779, 1054 ], [ 1055, 1253 ], [ 1254, 1438 ], [ 1439, 1468 ], [ 1468, 2402 ], [ 2402, 2565 ], [ 2565, 2624 ], [ 2624, 2737 ], [ 2737, 2900 ], [ 2900, 3148 ], [ 3148, 3333 ], [ 3334, 3404 ], [ 3404, 3559 ], [ 3559, 3584 ], [ 3584, 3753 ], [ 3753, 3840 ], [ 3840, 4273 ], [ 4273, 4641 ], [ 4641, 4745 ], [ 4745, 4907 ], [ 4908, 4933 ], [ 4933, 5125 ], [ 5125, 5401 ], [ 5401, 5539 ], [ 5539, 5695 ], [ 5696, 5721 ], [ 5721, 6073 ], [ 6073, 6112 ], [ 6112, 6254 ], [ 6254, 6351 ], [ 6351, 6472 ], [ 6473, 6489 ], [ 6489, 6539 ], [ 6539, 6686 ], [ 6687, 6700 ], [ 6700, 7083 ], [ 7083, 7299 ], [ 7300, 7316 ], [ 7316, 7681 ], [ 7682, 7707 ], [ 7707, 8039 ], [ 8039, 8194 ], [ 8194, 8317 ], [ 8318, 8337 ], [ 8337, 8459 ], [ 8459, 8642 ], [ 8642, 9085 ], [ 9085, 9419 ], [ 9419, 9569 ], [ 9569, 9750 ], [ 9750, 9987 ], [ 9987, 10209 ], [ 10209, 10371 ], [ 10372, 10428 ], [ 10429, 10565 ], [ 10566, 10603 ], [ 10604, 10607 ], [ 10608, 10613 ], [ 10614, 10620 ], [ 10621, 10627 ], [ 10628, 10631 ], [ 10632, 10637 ], [ 10638, 10644 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 29 ] }, "nda-15": { "choice": "Entailment", "spans": [ 28 ] }, "nda-10": { "choice": "Entailment", "spans": [ 12, 53 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 10, 11 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 47, 48, 49 ] }, "nda-12": { "choice": "Entailment", "spans": [ 13, 17 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 29 ] }, "nda-3": { "choice": "Entailment", "spans": [ 11 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "Contradiction", "spans": [ 20, 23 ] }, "nda-8": { "choice": "Entailment", "spans": [ 33, 34, 37 ] }, "nda-13": { "choice": "Entailment", "spans": [ 13, 16 ] }, "nda-5": { "choice": "Entailment", "spans": [ 20, 23 ] }, "nda-4": { "choice": "Entailment", "spans": [ 19, 20, 22 ] } } } ], "document_type": "search-pdf", "url": "http://www.hicoamerica.com/documentation/Mutual%20NDA_Confidentiality.pdf" }, { "id": 160, "file_name": "Mutual%20Non%20Disclosure%20Agreement_0.pdf", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made by and between , a corporation organized under the laws of , hereinafter called \"Vendor\", and CVS Pharmacy, Inc., a Rhode Island corporation, and its subsidiaries and affiliates including Caremark Rx, L.L.C., hereinafter individually and collectively called the \"CVS\", effective as of the date set forth below. The parties agree as follows:\n1.0 Project Defined\nEach party has requested or may be receiving from the other party information of a non-public nature for use by each party and its officers, directors, agents, employees, and representatives, including financial and legal advisers and, if either party is a partnership, its partners (collectively, \"Representatives\") in connection with consideration by the parties of a possible agreement, partnership, joint venture, consortium relationship, or other business relationship between the parties (the \u201cProject\u201d).\n2.0 Confidential Information Defined\nThe parties acknowledge that, in the course of their consideration of and any concurrent or subsequent discussions between CVS and Vendor or their representatives relating to the Project, each party may receive certain non-public and confidential information from or about the other party or its affiliates, including but not limited to technical, financial, and business information and models, names of potential customers or partners, proposed business deals, reports, plans, market projections, software programs, data, or any other confidential and proprietary information relating to the Project. All such technical, financial, or other business information thus supplied by either party to the other or the other's representatives is hereinafter called the \"Information\". The term \"Information\" as used herein also includes (i) the fact that the Information has been made available to or is being inspected or evaluated by the receiving party, (ii) the fact that such discussions or negotiations are taking place concerning the Project or other related transactions between CVS and Vendor, and (iii) any of the terms, conditions, or other facts with respect to the Project or other related transactions, including the status thereof. Any Information supplied by either party to the other prior to the execution of this Agreement shall be considered in the same manner and be subject to the same treatment as the Information made available after the execution of this Agreement.\n3.0 Exclusions from Definition\nExcept as provided in (i)-(iii) of 2.0 Confidential Information Defined, the term \"Information\" as used herein does not include any data or information which is already known to the receiving party at the time it is disclosed to the receiving party, or which before being divulged by the receiving party (a) has become generally known to the public through no wrongful act of the receiving party; (b) has been rightfully received by the receiving party from a third party without restriction on disclosure and without, to the knowledge of the receiving party, a breach of an obligation of confidentiality running directly or indirectly to the other party hereto; (c) has been approved for release by a written authorization by the other party hereto; (d) has been disclosed pursuant to a requirement of a governmental agency or of law without similar restrictions or other protections against public disclosure, or is required to be disclosed by operation of law; (e) is independently developed by the receiving party without use, directly or indirectly, of the Information received from the other party hereto; or (f) is furnished to a third party by the disclosing party hereunder without restrictions on the third party's right to disclose the information.\n4.0 Nondisclosure Obligation\nEach party receiving any Information shall keep such Information confidential and shall not disclose such Information, in whole or in part, to any person other than its representatives who need to know such Information in connection with the receiving party's evaluation thereof and determination of business strategies, or other actions in connection with the Project (it being agreed and understood that such representatives shall be informed by the receiving party of the confidential nature of the Information and shall be required by the receiving party to agree to treat the Information confidentially), except with the prior written consent of the other party hereto or as otherwise permitted hereunder.\nVendor is strictly prohibited from placing any CVS Information on portable computing/storage devices, which are not owned and secured by Vendor. Vendor will take all reasonable, necessary, and appropriate measures, including encryption, to ensure that CVS Information stored on Vendor owned and secured devices cannot be accessed by unauthorized/inappropriate individuals. Vendor further agrees to monitor networks, systems, and physical plant for violations of this Agreement and to take the appropriate technical and procedural actions to ensure that any CVS Information is completely removed from any device, technologies, and/or locations in the event of any violation of security policy or procedure or any perceived infraction thereof. Vendor shall give CVS notice immediately if CVS Information has been accessed by unauthorized individuals or if there is any evidence of any such infraction.\n5.0 Development of Similar Technology\nNotwithstanding anything to the contrary herein, both parties acknowledge that each has and will have under development, both internally and through third-party vendors, various projects relating to the subject matter of the discussions and disclosures contemplated under this Agreement, including software development relating thereto. Nothing in this Agreement shall limit or restrict in any way either party's ability to pursue and develop such software, technology, products or services independently of the Information provided by the other party hereunder, without payment to the other party of any royalties, license fees or other amounts of any nature.\n6.0 Standard of Protection\nFor the purpose of complying with the obligations set forth herein, the party receiving any Information shall use efforts commensurate with those that such party employs for the protection of corresponding sensitive information of its own, and such receiving party shall not be liable for any inadvertent disclosure of Information provided that (i) it has used substantially the same degree of care to avoid disclosing such Information as it uses for its own information of like importance, and (ii) upon discovery of any inadvertent disclosure it shall use reasonable efforts to prevent further disclosure of such Information.\n7.0 Compliance with Legal Process\nIn the event that the party receiving any Information is legally requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, Civil Investigative Demand or similar process, or, in the opinion of counsel for such party, by federal or state securities or other statutes, regulations, or laws) to disclose any Information, such party shall promptly notify the other party of such requests or requirement prior to disclosure so that the other party may seek an appropriate protective order and/or waive compliance with the terms of this Agreement. If, however, in the opinion of counsel for the receiving party such party is nonetheless, in the absence of such order or waiver, compelled to disclose such Information or else stand liable for contempt or suffer possible censure or other penalty or liability, then the receiving party may disclose such Information without liability to the other party hereunder.\n8.0 Ownership; Return of Information\nNo license to a party, under any trademark, patent, copyright, mask work protection right, or any other intellectual property right, is either granted or implied by the conveying of Information to such party. All Information (including tangible copies and computerized or electronic versions thereof), shall remain the property of the furnishing party. Within ten (10) days following the receipt of a written request referencing this Agreement and this paragraph from either party furnishing Information hereunder, the receiving party will deliver to the furnishing party all tangible materials containing or embodying the Information received from the furnishing party, except for materials containing Information which has been incorporated into analyses, compilations, comparisons, studies or other documents prepared by the receiving party or its representatives, together with a certificate executed by the receiving party certifying that all such materials in the receiving party's\npossession have been delivered to the furnishing party or destroyed. That portion of the Information which has been incorporated into analyses, compilations, comparisons, studies or other documents prepared by the receiving party or its representatives shall be held by the receiving party and kept confidential as provided above, or shall be destroyed.\n9.0 Remedies for Breach\nEach party understands and agrees that money damages would not be a sufficient remedy for any breach of this Agreement and that the other party shall be entitled to seek injunctive or other equitable relief to remedy or forestall any such breach or threatened breach. Such remedy shall not be deemed to be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other rights and remedies available at law or in equity.\n10.0 No Representations or Further Obligations\nNeither this Agreement nor the disclosure or receipt of Information shall constitute or imply any promise or intention to make any purchase of products or services by either party or any commitment by either party with respect to the present or future marketing of any product or service. None of the Information which may be disclosed or exchanged by the parties shall constitute any representation, warranty, assurance, guarantee or inducement by either party to the other of any kind, and in particular, with respect to the accuracy or completeness of any Information or the non-infringement of trademarks, patents, copyrights, mask protection rights or any other intellectual property rights, or other rights of third persons or of either party. It is understood that this Agreement does not obligate either party to enter into any further agreements or to proceed with any possible relationship or other transaction.\n11.0 Term; Termination\nEither party may terminate the exchange of Information under this Agreement at any time by written notice to the other specifically referencing this Agreement. In any event, however, the obligations of each party to maintain the confidentiality of the Information it has received under this Agreement shall continue for the later to occur of (i) a period of three (3) years after such termination, or (ii) if this Agreement is incorporated by reference into another agreement between the parties, the term, including extensions, of that agreement, plus three (3) years.\n12.0 No Waiver\nNo failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.\n13.0 Amendment\nThis Agreement may not be modified, supplemented, or amended orally, but only by a writing signed by both parties hereto.\n14.0 Governing Law\nThis Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to its choice of law provisions.\nIN WITNESS WHEREOF, the parties have executed and delivered this Non-Disclosure Agreement effective as of the date of execution by the last party to execute this Agreement, as set forth below.\nCVS Pharmacy, Inc. Vendor Corp Name\nBy: By:\nName: Name:\nTitle: Title:\nDate: Date:\n", "spans": [ [ 0, 31 ], [ 32, 366 ], [ 366, 395 ], [ 396, 415 ], [ 416, 926 ], [ 927, 963 ], [ 964, 1567 ], [ 1567, 1743 ], [ 1743, 1795 ], [ 1795, 1915 ], [ 1915, 2065 ], [ 2065, 2205 ], [ 2205, 2448 ], [ 2449, 2479 ], [ 2480, 2502 ], [ 2502, 2784 ], [ 2784, 2877 ], [ 2877, 3143 ], [ 3143, 3231 ], [ 3231, 3444 ], [ 3444, 3595 ], [ 3595, 3739 ], [ 3740, 3768 ], [ 3769, 4479 ], [ 4480, 4625 ], [ 4625, 4853 ], [ 4853, 5222 ], [ 5222, 5379 ], [ 5380, 5417 ], [ 5418, 5755 ], [ 5755, 6078 ], [ 6079, 6105 ], [ 6106, 6451 ], [ 6451, 6601 ], [ 6601, 6733 ], [ 6734, 6767 ], [ 6768, 7359 ], [ 7359, 7722 ], [ 7723, 7759 ], [ 7760, 7969 ], [ 7969, 8113 ], [ 8113, 8747 ], [ 8748, 8817 ], [ 8817, 9101 ], [ 9102, 9125 ], [ 9126, 9394 ], [ 9394, 9575 ], [ 9576, 9622 ], [ 9623, 9912 ], [ 9912, 10373 ], [ 10373, 10544 ], [ 10545, 10567 ], [ 10568, 10728 ], [ 10728, 10910 ], [ 10910, 10969 ], [ 10969, 11137 ], [ 11138, 11152 ], [ 11153, 11440 ], [ 11441, 11455 ], [ 11456, 11577 ], [ 11578, 11596 ], [ 11597, 11761 ], [ 11762, 11954 ], [ 11955, 11990 ], [ 11991, 11998 ], [ 11999, 12010 ], [ 12011, 12024 ], [ 12025, 12036 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 39, 40 ] }, "nda-10": { "choice": "Entailment", "spans": [ 8, 9, 10, 11 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 6, 7 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 53, 54, 55 ] }, "nda-12": { "choice": "Entailment", "spans": [ 14, 15, 20, 30 ] }, "nda-20": { "choice": "Entailment", "spans": [ 41, 42, 43 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 4, 23 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 36 ] }, "nda-13": { "choice": "Entailment", "spans": [ 14, 15, 17 ] }, "nda-5": { "choice": "Entailment", "spans": [ 4, 23 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "https://www.cvssuppliers.com/sites/default/files/Mutual%20Non%20Disclosure%20Agreement_0.pdf" }, { "id": 161, "file_name": "Mutual%20Non-Disclosure%20Agreement.pdf", "text": "NON-DISCLOSURE AGREEMENT\nBY CLICKING \"I ACCEPT\" AT THE END OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT AND ITS TERMS AND CONDITIONS, YOU HAVE THE ACTUAL AUTHORITY TO BIND YOUR COMPANY AND THAT YOU AND YOUR COMPANY AGREE TO BE BOUND LEGALLY BY IT AND ITS TERMS AND CONDITIONS.\nTHIS Non-Disclosure Agreement (the \u201cAgreement\u201d) is entered into on the date as of the registration (\u201cEffective Date\u201d) by and between\nSamsung Electronics Co., Ltd., a company existing under the laws of the Republic of Korea, with its place of business at 416 Maetan-3-Dong, Yeongtong-Gu, Suwon City, Gyeonggi-Do, Korea (\u201cSamsung\u201d), on the one part; and\n[ COMPANY ], a company existing under the laws of the state/province of the above registration for the company during registration with its registered office above in the registration form (\u201cCompany\u201d), on the other part.\nWHEREAS, the parties desire to evaluate the feasibility of the parties\u2019 cooperation regarding KNOX Partnership (the \u201cPurpose\u201d).\nWHEREAS, each party is willing to disclose to the other certain aspects of its Confidential Information (as defined hereinafter) relevant to and solely for the Purpose, subject to and in accordance with the terms and conditions of this Agreement.\nNOW THEREFORE, in consideration of these premises and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:\n1. Confidential Information. \u201cConfidential Information\u201d includes all business, financial, contractual, marketing and/or technical information, in whatever form embodied, which has been or may be disclosed, or to which access is provided, by a party (\u201cDiscloser\u201d) to the other party to this Agreement (\u201cRecipient\u201d), which (a) if in writing, is marked \u201cconfidential\u201d, \u201cproprietary\u201d or other similar marking at the time of disclosure, or (b) if provided orally or visually, is identified as confidential at the time of disclosure and confirmed in writing to Recipient within 15 days of such disclosure.\nRecipient may disclose Discloser\u2019s Confidential Information to Recipient\u2019s affiliates on the condition that Recipient shall restrict access to Discloser\u2019s Confidential Information to those of Recipient\u2019s affiliates\u2019 officers, directors and employees who have a legitimate need-to-know to carry out the Purpose and who are obligated to protect such Confidential Information pursuant to terms and conditions no less protective of Discloser than those contained in this Agreement and Recipient shall be liable for any failure of its affiliates to abide by the provisions of this Agreement as if such failure was the act or omission of such party.\nFor the purposes of this Agreement, \u201caffiliate\u201d means an entity that, as of Effective Date, directly or indirectly, controls or is under common control with a party to this Agreement, but only for so long as such control exists, and where \u201ccontrol\u201d shall mean ownership of more than 50% of the stock or other equity interests entitled to vote for the election of directors or an equivalent governing body.\n2. Nondisclosure and Nonuse Obligations. Each of the parties, as Recipient, hereby promises and agrees to receive and hold Confidential Information in confidence, and to protect and safeguard Confidential Information against unauthorized use or disclosure using at least the same degree of care as Recipient accords to its own confidential information of like importance, but in no case less than reasonable care. Without limiting the generality of the foregoing, each party, as Recipient, further promises and agrees:\n(a) not to, directly or indirectly, in any way, disclose, make accessible, reveal, report, publish, disseminate or transfer any Confidential Information to any third party;\n(b) not to use any Confidential Information in any manner whatsoever, except in furtherance of the Purpose in accordance with this Agreement; and\n(c) to restrict access to Confidential Information to those of its officers, directors and employees who have a legitimate need-to-know to carry out the Purpose and who are obligated to protect such Confidential Information pursuant to terms and conditions no less protective of Discloser than those contained in this Agreement; and\n(d) not to reproduce or copy Confidential Information except to the extent necessary to further the Purpose.\nFurthermore, the existence of any business negotiations, discussions or agreements in progress between the parties shall be kept confidential and shall not be disclosed without written approval of all the parties. For the purposes of this Agreement, Company shall not disclose Confidential Information to any other division, department, group, or unit other than Samsung KNOX Business and Technology Division.\n3. Exclusions from Obligations. Confidential Information does not include, and the obligations under Section 2 shall not apply to, information that such Recipient can evidence: (a) is, or later becomes, publicly available through no act or default of Recipient; (b) is rightfully in its possession prior to disclosure to Recipient by Discloser; (c) is received in good faith by Recipient from a third party, free of any obligation of confidentiality; (d) was communicated by such Discloser to an unaffiliated third party on an unrestricted basis; or (e) is independently developed without use of Discloser\u2019s Confidential Information.\nA disclosure by Recipient of Confidential Information of another party in response to a valid order by a court or governmental body or as otherwise required by law shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, such Recipient shall provide prompt prior written notice thereof to Discloser and permit such Discloser to seek measures to maintain the confidentiality of its Confidential Information.\n4. Ownership and Return of Confidential Information. Confidential Information disclosed by Discloser shall remain the property of such Discloser, and no license or other rights to such Discloser\u2019s Confidential Information is granted or implied hereby. Recipient shall reproduce the symbols, legends or other proprietary notices affixed to Confidential Information, and shall not, nor permit any third party to, remove, add or modify the same.\nRecipient shall, upon termination of this Agreement, or upon written request of Discloser, whichever is earlier, immediately, but not later than 10 days after any notice thereof by Discloser, return (or destroy at Discloser\u2019s option) all copies of such Discloser\u2019s Confidential Information and certify in writing its compliance with this requirement, except that Recipient may retain a copy of such Confidential Information solely for archival purpose.\n5. No Reverse Engineering. No party, as Recipient, will decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, techniques or algorithms in Confidential Information by any means whatever, except as may be specifically authorized in advance by Discloser in writing.\n6. No Warranty. Confidential Information is provided \u201cAS IS\u201d and \u201cAS AVAILABLE\u201d without any warranty, express, implied or otherwise, regarding such Confidential Information. Nothing herein shall be construed as a commitment by any party to disclose any Confidential Information, to commence or continue negotiations or to enter into any contract or business relationship. Neither this Agreement, nor the disclosure or receipt of Confidential Information, shall constitute or imply any promise or intention by any of the parties or their affiliates to develop, make, purchase or sell any present or future products or services. Any commitment to do or promise any of the foregoing must be in a separate writing signed by an authorized representative of each party. If any such agreement contains warranty provisions, those provisions shall prevail over the corresponding provisions in this Agreement. Each party shall bear its own fees, costs and expenses incurred in carrying out, or otherwise in relation to, this Agreement.\n7. Independent Development. This Agreement shall not preclude or limit the independent development by or on behalf of any party of any products or systems involving technology or information of a similar nature to that disclosed hereunder or which compete with products or systems contemplated by such information, provided that it is done without use of or reliance upon the other party\u2019s Confidential Information.\n8. Term and Termination. This Agreement shall be effective from the Effective Date until 24 months thereafter. Either party may terminate this Agreement for any or no reason upon 10 days written notice to the other party. However, any termination of this Agreement shall not relieve Recipient of its confidentiality and use obligations with respect to Confidential Information disclosed prior to the date of such termination. Except for the right to use Confidential Information for the Purpose, which right terminates when this Agreement terminates, Recipient\u2019s duty to protect Discloser\u2019s Confidential Information expires 5 years from the date on which that Confidential Information was disclosed to Recipient. Sections 4, 5, 7, 8, 10, 11, 12, 13, 14, 15 and 16 shall survive any termination of this Agreement.\n9. Contacts. All notices, documentation and communications shall be in English and sent by personal delivery, pre-paid registered mail, overnight courier or facsimile transmission, to the relevant address set out below and shall be deemed to have been given on the date of receipt.\n As record of this registration in the registration system.\n10. Export. Each party shall comply with all applicable US and other export laws, regulations and rules and, in particular, will not export or re-export Confidential Information without obtaining all required government licenses, approvals or waivers.\n11. Remedies. Each party acknowledges that any disclosure, use or misappropriation of Confidential Information of another party in violation of this Agreement would cause such party irreparable harm for which there may be no adequate remedy at law. Accordingly, each party agrees that such other party shall have the right to apply to any court of competent jurisdiction for injunctive relief and specific performance, without prejudice to any remedies available to it at law or in equity.\n12. Assignment. No party shall be entitled to assign, transfer or convey this Agreement or any of its rights or obligations hereunder, in whole or in part, by operation of law or otherwise, without the prior written consent of the other party, and any attempt to do so without such consent shall be void.\n13. No Waiver. No claim, right or remedy of a party under this Agreement shall be deemed to be waived in whole or in part unless such waiver is in writing and signed. No relaxation, forbearance, delay or indulgence by a party in enforcing any of the provisions of this Agreement shall prejudice, affect or restrict the rights of that party under this Agreement, nor shall any waiver by a party of a violation of this Agreement operate as a waiver of any subsequent or continuing violation.\n14. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (i) that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (ii) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.\n15. Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Korea (excluding conflict of laws provisions which may direct the application of another jurisdiction\u2019s laws). All disputes, controversies or claims between the parties arising out of or in connection with this Agreement (including its existence, validity or termination) shall be finally resolved by arbitration to be held in Seoul, Korea and conducted in English under the Rules of Arbitration of the International Chamber of Commerce; provided, however, that each party may enforce its or its affiliates\u2019 intellectual property rights in any court of competent jurisdiction, including but not limited to equitable relief. The arbitral award shall be final and binding on the parties. Except to the extent entry of judgment and any subsequent enforcement may require disclosure, all matters relating to the arbitration, including the award, shall be held in confidence.\n16. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be amended or modified except in writing signed by each of the parties to this Agreement. The English language text of this Agreement shall prevail over any translations thereof. If a contract is entered into by the parties in respect of the Purpose, this Agreement shall be deemed incorporated into such contract in addition to any confidentiality obligations set forth in such contract, if any, and the term of this Agreement is deemed to be extended (but not shorted) to be the same as that of the contract.\n17. Electronic Signature. The parties may execute this Agreement in counterparts, each of which is deemed an original, but all of which together constitute one and the same agreement. This Agreement may be delivered by electronic mail communications in pdf format, and pdf copies of executed signature pages shall be binding as originals. Each party to this Agreement agrees to use electronic signatures; and be subject to the provisions of the U.S. E-SIGN Act (i.e., the Electronic Signatures in Global and National Commerce Act (ESIGN, Pub.L. 106-229, 14 Stat. 464, enacted June 30, 2000, 15 U.S.C. ch. 96).\nPer registration above from the person legally responsible to sign on behalf of their company accepts the contract above and is bound by and warrants the acceptance of the terms of this contract.\n", "spans": [ [ 0, 24 ], [ 25, 324 ], [ 325, 345 ], [ 345, 457 ], [ 458, 676 ], [ 677, 897 ], [ 898, 1025 ], [ 1026, 1272 ], [ 1273, 1447 ], [ 1448, 1477 ], [ 1477, 1769 ], [ 1769, 1883 ], [ 1883, 2047 ], [ 2048, 2691 ], [ 2692, 3097 ], [ 3098, 3139 ], [ 3139, 3512 ], [ 3512, 3616 ], [ 3617, 3789 ], [ 3790, 3935 ], [ 3936, 4268 ], [ 4269, 4377 ], [ 4378, 4592 ], [ 4592, 4787 ], [ 4788, 4820 ], [ 4820, 4965 ], [ 4965, 5050 ], [ 5050, 5133 ], [ 5133, 5239 ], [ 5239, 5338 ], [ 5338, 5421 ], [ 5422, 5898 ], [ 5899, 5952 ], [ 5952, 6151 ], [ 6151, 6341 ], [ 6342, 6794 ], [ 6795, 6822 ], [ 6822, 7127 ], [ 7128, 7144 ], [ 7144, 7302 ], [ 7302, 7500 ], [ 7500, 7755 ], [ 7755, 7892 ], [ 7892, 8028 ], [ 8028, 8153 ], [ 8154, 8182 ], [ 8182, 8569 ], [ 8570, 8595 ], [ 8595, 8681 ], [ 8681, 8792 ], [ 8792, 8996 ], [ 8996, 9283 ], [ 9283, 9382 ], [ 9383, 9396 ], [ 9396, 9664 ], [ 9665, 9666 ], [ 9666, 9724 ], [ 9725, 9737 ], [ 9737, 9976 ], [ 9977, 9991 ], [ 9991, 10226 ], [ 10226, 10466 ], [ 10467, 10483 ], [ 10483, 10771 ], [ 10772, 10787 ], [ 10787, 10939 ], [ 10939, 11261 ], [ 11262, 11280 ], [ 11280, 11364 ], [ 11364, 11496 ], [ 11496, 11631 ], [ 11632, 11658 ], [ 11658, 11866 ], [ 11866, 12379 ], [ 12379, 12441 ], [ 12441, 12625 ], [ 12626, 12648 ], [ 12648, 12855 ], [ 12855, 12944 ], [ 12944, 13275 ], [ 13276, 13302 ], [ 13302, 13460 ], [ 13460, 13615 ], [ 13615, 13885 ], [ 13886, 14081 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 37 ] }, "nda-16": { "choice": "Entailment", "spans": [ 35 ] }, "nda-15": { "choice": "Entailment", "spans": [ 33 ] }, "nda-10": { "choice": "Entailment", "spans": [ 22 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 10 ] }, "nda-1": { "choice": "Entailment", "spans": [ 10, 11, 12 ] }, "nda-19": { "choice": "Entailment", "spans": [ 50, 51, 52 ] }, "nda-12": { "choice": "Entailment", "spans": [ 25, 27, 30 ] }, "nda-20": { "choice": "Entailment", "spans": [ 35 ] }, "nda-3": { "choice": "Entailment", "spans": [ 10, 11, 12 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 13, 17, 18 ] }, "nda-17": { "choice": "Entailment", "spans": [ 17, 21 ] }, "nda-8": { "choice": "Entailment", "spans": [ 31 ] }, "nda-13": { "choice": "Entailment", "spans": [ 25, 28 ] }, "nda-5": { "choice": "Entailment", "spans": [ 13, 17, 20 ] }, "nda-4": { "choice": "Entailment", "spans": [ 17, 19 ] } } } ], "document_type": "search-pdf", "url": "https://samsungknox.com/knoxportal/files/partner-portal/Mutual%20Non-Disclosure%20Agreement.pdf" }, { "id": 162, "file_name": "Mutual%20confidentiality%20and%20NDA%20-%20Final%20(2)%20(6)%2003%20July%202015.pdf", "text": "MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nEntered into between\nTransnet SOC Ltd, acting through Transnet Engineering, a Company duly registered and incorporated in terms of the Laws of the Republic of South Africa with Registration number 1990/000900/30.\n(\u201cDIVULGING OR DISCLOSING PARTY\u201d)\nand\n(RECEIVING PARTY/RECIPIENT\u201d and also referred to as the Receiving Parties)\nTABLE OF CONTENTS\n1. PARTIES ............................................................................................................... 25\n2. INTRODUCTION .................................................................................................. 25\n3. INTERPRETATION ............................................................................................. 25\n4. RESTRICTIONS ON DISCLOSURE AND USE OF THE INFORMATION 29\n5. PERMITTED DISCLOSURE .............................................................................. 31\n6. FORCED DISCLOSURE .................................................................................... 32\n7. EXCLUSIONS ...................................................................................................... 32\n8. TITLE ..................................................................................................................... 34\n9. NO REPRESENTATION OR WARRANTY ..................................................... 35\n10. STANDARD OF CARE ....................................................................................... 35\n11. INDEMNITY .......................................................................................................... 36\n12. LIMITATION OF LIABILITY ............................................................................... 36\n13. RETURN OF INFORMATION ............................................................................ 38\n14. REPRESENTATIVES .......................................................................................... 39\n15. PUBLICITY ........................................................................................................... 39\n16. GENERAL WARRANTIES ................................................................................. 40\n17. GOVERNING LAW .............................................................................................. 41\n18. BREACH ............................................................................................................... 42\n19. DURATION ........................................................................................................... 43\n20. DISPUTE RESOLUTION .................................................................................... 43\n21. NOTICES AND DOMICILIA ............................................................................... 44\n22. BENEFIT OF THE AGREEMENT ..................................................................... 46\n23. WHOLE AGREEMENT ....................................................................................... 46\n24. VARIATION .......................................................................................................... 47\n25. CONTINUING EFFECTIVENESS OF CERTAIN PROVISIONS .................. 47\n26. NO ASSIGNMENT ............................................................................................... 47\n27. RELAXATION ...................................................................................................... 47\n28. COSTS ................................................................................................................... 48\n1. PARTIES\n1.1 The parties to this Agreement are:-\nTRANSNET ENGINEERING\nAnd\nHerewith referred to as the RECEIVING Parties\n1.2 The parties agree as set out below.\n2. INTRODUCTION\n2.1. \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 on the one hand and the Receiving Parties on the other hand, wish to disclose confidential information pertaining to Tender number XXXXX to supply XXXXX to Transnet Engineering\n2.2. The discussions concerning the Project (\u201cDiscussions\u201d) will require the disclosure of information of a proprietary, secret and confidential nature.\n2.3. The parties wish to record the terms and conditions upon which such information will be disclosed.\n3. INTERPRETATION\n3.1 In this Agreement, unless inconsistent with or otherwise indicated by the context:\n3.1.1 \"Affiliate\" means, in respect of a Party, any person that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with such specified Party. For the purposes of this definition \"control\" when used with respect to any specified Party means the power to direct the management and policies of such specified Party, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms \"controlling\" and \"controlled\" have meanings correlative to the foregoing;\n3.1.2 \"AFSA\" means the Arbitration Foundation of Southern Africa;\n3.1.3 \"the / this Agreement\" means the mutual confidentiality and non-disclosure Agreement as set out herein, including the introductions hereto and all annexures, if any.\n3.1.4 \"Confidential Information\" means, without limiting the generality of the term: -\n3.1.4.1 technical, scientific, commercial, financial and market information, trade partners, potential clients, trade leads and trade secrets, and all other information in whatever form, whether in writing or not, whether or not subject to or protected by common law or statutory laws relating to copyright, patent, trademarks, registered or unregistered, or otherwise, disclosed or communicated to the Receiving Party or acquired by the Receiving Party from the Disclosing Party pursuant to this Agreement or the Discussions;\n3.1.4.2 data concerning business relationships, services, customers and personnel;\n3.1.4.3 information relating to the strategic objectives and planning of such party\u2019s future commercial needs;\n3.1.4.4 information or material proprietary to or deemed to be proprietary to a Party; information designated as confidential by a Party; all intellectual property of a Party and associated material and documentation including information contained therein; the research and development, techniques and contractual arrangements of a Party; the details of a Party\u2019s relationship with third parties, the names of a Party\u2019s current or prospective business associates and customers and their requirements; the client base and business contacts of a Party; details of a Party\u2019s financial structure and business activities; the marketing, pricing and other policies of a Party;\n3.1.4.5 all and any information or data in whatever form (including in oral, written, electronic and visual form) relating to the Disclosing Party or any of its Affiliates and which is obtained by the Recipient or its Representatives pursuant to any presentations, discussions, negotiations or other interactions (even if not marked as being confidential, restricted, secret, proprietary or the like);\n3.1.4.6. the existence of this Agreement and its contents; and\n3.1.4.7. the fact that discussions and/or negotiations are taking place (and, in the event of their termination, have taken place) and the content of those discussions and/or negotiations.\n3.1.5 \"the Disclosing Party\" means a Party disclosing Confidential Information;\n3.1.6 \u201cEffective Date\u201d means the Signature Date ;\n3.1.7 \"the Party(ies)\" means the party(ies) to this Agreement;\n3.1.8 \"Permitted Person\" means \u2013 the Representatives of the Recipient; and any other person to whom the Recipient discloses Confidential Information with the prior written consent of the Disclosing Party;\n MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\n3.1.9 \"Permitted Purpose\" means the conclusion of the Project and the consideration and evaluation of any document provided by Disclosing Party;\n3.1.10 \u201cProject\u201d means ; Tender No TE-KDS-6FX-0022\n3.1.11 \"the Receiving Party or the Recipient\" means a Party receiving Confidential Information.\n3.1.12 \"Representatives\" means, in respect of a Party, such Party\u2019s Affiliates and its and their respective directors, officers, partners, members, employees, agents, accountants, lawyers or consultants; and\n3.1.13 \"Signature Date\" means the date of signature of this Agreement by the Party last signing.\n3.2 Unless the context indicates otherwise, the singular shall include the plural and vice versa, the masculine gender shall include the other two genders, and vice versa, natural persons shall include juristic persons and vice versa.\n3.3 Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail.\n3.4 Where any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the same meaning as ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined in this interpretation clause.\n3.5 The use of the word \u201cincluding\u201d followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording or such specific example or examples.\n3.6 Any reference to an enactment in this Agreement is to that enactment as at the Signature Date and as amended or re-enacted from time to time.\n3.7 The rule of construction that the contract shall be interpreted against the Party responsible for the drafting or preparation of the Agreement, shall not apply.\n3.8 The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.\n3.9 This Agreement shall be binding on and enforceable by the estates, heirs, executors, administrators, trustees, permitted assigns or liquidators of the Parties as fully and effectually as if they had signed this Agreement in the first instance and reference to any Party shall be deemed to include such Party\u2019s estate, heirs, executors, administrators, trustees, permitted assigns or liquidators, as the case may be.\n4. RESTRICTIONS ON DISCLOSURE AND USE OF THE INFORMATION\n4.1 The Parties acknowledge that -\n4.1.1 the Confidential Information is a valuable, special and unique asset of the Disclosing Party and/or its Affiliates; and\n4.1.2 the Disclosing Party and/or its Affiliates may suffer irreparable harm or substantial economic and other loss in the event of such Confidential Information being disclosed or used otherwise than in accordance with this Agreement.\n4.2 All Confidential Information disclosed by the Disclosing Party to the Recipient or which otherwise comes to the knowledge of the Recipient, is acknowledged by the Recipient \u2013\n4.2.1 to be proprietary to the Disclosing Party and/or one or more of its Affiliates; and\n4.2.2 not to confer any rights of whatsoever nature in such Confidential Information on the Recipient.\n4.3 The Recipient irrevocably and unconditionally agrees and undertakes\n4.3.1 to treat and safeguard the Confidential Information as strictly private, secret and confidential;\n4.3.2 not to use or permit the use of the Confidential Information for any purpose other than for the Permitted Purpose and, in particular, not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Disclosing Party and/or its Associates or otherwise use it to the detriment of the Disclosing Party and/or its Associates;\n4.3.3 not to disclose the Confidential Information to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, save in accordance with the provisions of this Agreement;\n4.3.4 not to decompile, disassemble or reverse engineer or otherwise modify, adapt, alter or vary the whole or any part of the Confidential Information;\n4.3.5 not to copy or reproduce the Confidential Information by any means without the prior written consent of the Disclosing Party, it being recorded that any copies shall be and remain the property of the Disclosing Party; and\n4.3.6 to keep all Confidential Information safely and securely and to take all such steps as may be reasonably necessary to protect it against theft, damage, loss, unauthorised access (including access by electronic means) and to prevent Confidential Information from falling into the hands of unauthorised third parties.\n4.4 Accordingly, the Receiving Party indemnifies and holds the Disclosing Party harmless against any loss, actions, expense, claim, harm or damage, or whatever nature, suffered or sustained by the Disclosing Party pursuant to a breach by the Receiving Party of the provisions of this Agreement.\n5. PERMITTED DISCLOSURE\n5.1 The Recipient shall be entitled to disclose the Confidential Information only to Permitted Persons, and then only to the extent that such disclosure is necessary for the Permitted Purpose and on a \"need to know\" basis.\n5.2 The Recipient shall, both before and after the disclosure of any Confidential Information to a Permitted Person, inform such Permitted Person of, and take all practical steps to impress upon him/her or it, the secret and confidential nature of the Confidential Information and the Recipient's obligations under this Agreement.\n5.3 The Recipient shall be responsible for procuring that the Permitted Person abides by the provisions of this Agreement and agrees to be bound by the confidentiality undertakings given to the Disclosing Party by the Recipient in this Agreement. The Recipient shall be responsible for any breach of the terms of this Agreement by any Permitted.\n5.4 A breach of the terms of this Agreement by a permitted person may lead to the permitted person being held liable for damages as a consequence of the breach in solidium. In the alternative the permitted person may be held jointly and severally liable with the Recipient for damages as a consequence of a breach of the terms of this Agreement.\n5.5 The Recipient shall (if requested to do so by the Disclosing Party) procure that the Permitted Person give a written undertaking in favour of the Disclosing Party in regard to the Confidential Information on substantially the same terms and conditions contained in this Agreement.\n6. FORCED DISCLOSURE\n6.1 In the event that the Recipient is required to disclose Confidential Information pursuant to a requirement or request by operation of law, regulation or court order or rules governing a securities exchange on which the Recipient is listed or about to be listed, it will \u2013\n6.1.1 advise the Disclosing Party thereof in writing prior to disclosure, if possible;\n6.1.2 take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;\n6.1.3 afford the Disclosing Party a reasonably opportunity, if possible, to intervene in any relevant proceedings;\n6.1.4 Comply with the Disclosing Party's reasonable requests as to the manner and terms of any such disclosure; and\n6.1.5 notify the Disclosing Party of the Recipient of, and the form and extent of, any such disclosure or announcement immediately after it is made\n7. EXCLUSIONS\n7.1 The determination of whether information is Confidential Information shall not be affected by whether or not such information is subject to, or protected by, common law or statute related to copyright, patent, trademarks or otherwise.\n7.2 If the Recipient is uncertain as to whether any information is Confidential Information, the Recipient shall treat such information as confidential until the contrary is agreed by the Disclosing Party in writing.\n7.3 The undertakings given by the Recipient in this Agreement shall not apply to any information which \u2013\n7.3.1 is or becomes generally available to the public other than by the negligence or default of the Recipient and/or any Permitted Person, or by the breach of this Agreement by any of them;\n7.3.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis;\n7.3.3 has lawfully become known by or come into the possession of the Recipient on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Recipient existing at the Signature Date;\n7.3.4 has been rightfully acquired from a third party having an unrestricted legal right to disclose the same;\n7.3.5 which has been disclosed in accordance with the provisions of clause 6; and\n7.3.6 which is already known by the Receiving Party before disclosure. provided that \u2013\na) the onus shall at all times rest on the Recipient to establish that such information falls within the exclusions;\nb) information will not be deemed to be within the exclusions merely because such information is embraced by more general information in the public domain or in the Recipient's possession; and\nc) any combination of features will not be deemed to be within the exclusions merely because individual features are in the public domain or in the Recipient's possession, but only if the combination itself and its principle of operation are in the public domain or in the Recipient's possession.\n7.4 Specific information received by the Receiving Party shall not be deemed to be within any of the above exclusions merely because it is embraced by more general information within one of the said exclusions.\n7.5 Unless the Parties otherwise agree in writing, any documentation or records relating to the Disclosing Party\u2019s Confidential Information which comes into the possession of the Receiving Party during the existence of this Agreement:\n7.5.1 shall be deemed to form part of the Confidential Information of the Disclosing Party;\n7.5.2 shall be deemed to be the property of the Disclosing Party;\n7.5.3 shall not be copied, reproduced, published or circulated by the Receiving Party;\n7.5.4 shall be surrendered to the disclosing parties on request, and in any event on the termination of this Agreement, and the receiving parties shall not retain any extracts therefrom.\n8. TITLE\nAll Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party:\n8.1 to be proprietary to the Disclosing Party; and\n8.2 not to confer any rights of whatever nature in such Confidential Information to the Receiving Party.\n9. NO REPRESENTATION OR WARRANTY\n9.1 Unless otherwise specifically agreed to by way of a written document signed by the Disclosing Party, the Disclosing Party \u2013\n9.1.1 does not give or make any warranty, representation or undertaking, express or implied, as to the accuracy or completeness of any of the Confidential Information or other information received by the Recipient or the Permitted Persons or as to the reasonableness of any assumptions on which any of the same is based;\n9.1.2 shall not be responsible or in any way liable for the use of the Confidential Information by the Recipient or the Permitted Persons; and;\n9.1.3 is under no obligation to update or correct any inaccuracies which may become apparent in any of the Confidential Information.\n9.2 Notwithstanding the provisions of clause 9.1, the Disclosing Party hereby represents and warrants to the Recipient that it is legally allowed to disclose Confidential Information to the Recipient and that any such Confidential Information shall be provided in good faith.\n10. STANDARD OF CARE\nThe Recipient agrees that it shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement using the same standard of care that it applies to safeguard its own proprietary, secret or confidential information, which shall at least be a reasonable standard of care, and that the Confidential Information shall be stored and handled in such a way as to prevent any unauthorised disclosure thereof. The Recipient shall immediately inform the Discloser if it becomes aware of any unauthorised disclosure of the Confidential Information, and shall take all reasonable steps to minimise the damage caused by such unauthorised disclosure and/or further disclosure of the Confidential Information.\n11. INDEMNITY\nThe Recipient hereby accepts full liability for the maintenance of the confidentiality of the Confidential Information pertaining to the Disclosing Party and hereby (in addition to, and without affecting, any other rights or remedies the Disclosing Party may have) unconditionally and irrevocably indemnifies and holds the Disclosing Party and its Affiliates harmless against any and all actions, claims, demands, liabilities, damages, costs, losses or expenses (but specifically excluding any claims for indirect or consequential loss) directly resulting from any breach by the Recipient, or any person to whom the Recipient has disclosed or given access to any part of the Confidential Information, of any of the provisions under this Agreement.\n12. LIMITATION OF LIABILITY\n12.1 Notwithstanding any other provision of this Agreement, neither Party shall be liable to the other Party for a claim in respect of any Consequential Loss.\n12.2 Neither Party shall be liable for consequential damages sustained by the other or a Permitted Person as a direct or indirect result of any material breach of any warranty, representation or undertaking given by that Party in terms of this Agreement, unless:\n12.2.1 legal or arbitration proceedings against the defaulting party in respect of each such claim is instituted by no later than the date of expiry of [24] months after the Effective Date;\n12.2.2 the other party's liability in respect of such claim (together with any connected claims) exceeds R 1 million; and\n12.2.3 and until the amount of the defaulting party's liability in respect of such claim (together with any connected claims), when aggregated with that party's liability for all substantiated claims that are not excluded under clause 12.2.2, exceeds R 1 million, in which case the defaulting party shall be liable for the whole amount claimed (and not just the amount by which the threshold in this clause 12.2.2 is exceeded).\n12.3 For the purposes of this clause 12, a claim is connected with another claim if the claims arise from the same event or set of circumstances, or relate to the same subject matter.\n12.4 Any claim by a Party under this Agreement shall be reduced by the aggregate of:\n12.4.1 an amount equal to any tax benefit received by that Party as a result thereof, based on the tax rate applicable at the time;\n12.4.2 an amount recovered or recoverable by that Party from any third party in respect thereof;\n12.4.3 any amount recovered or recoverable by that Party under any insurance policy;\n12.4.4 any amount by which the subject matter of the claim has been or is made good or otherwise compensated for without cost to the Recipient or permitted person; and\n12.4.5 Any amounts available for set-off or otherwise liable to be deducted pursuant to clause 12.4 shall first be taken into account for the purpose of determining the loss sustained in connection with the limits referred to in clause 12.2.2\n12.5 Nothing in this clause 12 shall in any way diminish or abrogate the a Party\u2019s obligation or other duty under any Applicable Laws to mitigate its losses or damages including, without limitation, enforcing against any person (other than disclosing party) any rights any member of the defaulting party\u2019s Group has or may have in respect of the fact, matter or circumstance giving rise to the claim.\n12.6 Despite anything to the contrary elsewhere in this Agreement, a Claim by a Party shall not entitle that Party to recover any amount from the defaulting party in respect of more than one of such breach of representations, undertakings, warranties or indemnities, where such additional breach of representations and claim arises from or is attributable to the same cause of action.\n12.7 The provisions of this clause 12 shall survive the termination of this Agreement.\n13. RETURN OF INFORMATION\n13.1 The Disclosing Party may, at any time, request the Receiving Party to return any material containing, pertaining to or relating to Confidential Information and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material.\n13.2 As an alternative to the return of the material contemplated in 7.1 above, the Receiving Party shall, at the instance of the disclosing parties, destroy, delete or procure the deletion of all Confidential Information from any computer, word processor or other device in the possession or control of the Recipient or any permitted person and furnish to the Disclosing Party with a written statement to the effect that such material has been destroyed or deleted.\n13.3 The Receiving Party shall comply with a request, in terms of this clause 13, within 10 (ten) days of receipt of such a request.\n13.4 The Recipient shall not be required to return, destroy or delete Confidential Information to the extent that it is required to retain such Confidential Information by law or to satisfy the rules and regulations of a regulatory body to which the Recipient or any permitted person is subject. For the avoidance of doubt, the obligations of confidentiality contained in this Agreement will continue to apply to such retained Confidential Information.\n14. REPRESENTATIVES\nThe Recipient shall maintain and, upon request by the Disclosing Party, promptly provide a list containing the full name, title, location and function of each of its Representatives having access to or copies of the Confidential Information provided to it by the Disclosing Party.\n15. PUBLICITY\n15.1 Subject to in terms of clause 4, each Party undertakes to keep confidential and not to disclose to any third party, save as may be required in law (including by the rules and/or listings requirements of any securities exchange on which the securities of a Party or its Affiliates may be listed, where applicable) or permitted in terms of this Agreement, the nature, content or existence of this Agreement.\n15.2 No announcements of any nature whatsoever will be made by or on behalf of a Party relating to this Agreement without the prior written consent of the other Parties, save for any announcement or other statement required to be made in terms of the provisions of any law (or by the rules and/or listings requirements of any securities exchange on which the on which the securities of a Party or its Affiliates may be listed, where applicable), in which event the Party obliged to make such statement will first consult with the other Parties to enable them in good faith to attempt to agree the content of such announcement, which (unless agreed) must go no further than is required in terms of such law or rules. This will not apply to a Party wishing to respond to another Party which has made an announcement of some nature in breach of this clause 15.2.\n15.3 This clause 15 shall not apply to any disclosure made by a Party to a Permitted Person, provided that they have agreed to the same confidentiality undertakings, or to any judicial or arbitral tribunal or officer, in connection with any matter relating to this Agreement or arising out of it.\n16. GENERAL WARRANTIES\n16.1 Each of the Parties hereby warrants to and in favour of the other that \u2013\n16.1.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement;\n16.1.2 this Agreement constitutes an agreement which is valid and binding on it, and against, it in accordance with its terms;\n16.1.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not \u2013\n16.1.3.1 contravene any law or regulation to which that Party is subject;\n16.1.3.2 contravene any provision of that Party's constitutional documents; or\n16.1.3.3 conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; and\n16.1.3.4 to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement;\n16.1.4 it is entering into this Agreement as principal (and not as agent or in any other capacity);\n16.1.5 the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so;\n16.1.6 no other party is acting as a fiduciary for it; and\n16.1.7 it is not relying upon any statement or representation by or on behalf of any other Party, except those expressly set forth in this Agreement.\n16.2 Each of the representations and warranties given by the Parties in terms of clause 16.1 shall \u2013\n16.2.1 be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement;\n16.2.2 continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and\n16.2.3 prima facie be deemed to be material and to be a material representation inducing the other Party to enter into this Agreement.\n17. GOVERNING LAW\n17.1 This Agreement shall be construed and interpreted in accordance with the law in the Republic of South Africa.\n17.2 The parties submit to the non-exclusive jurisdiction of the North Gauteng High Court, Pretoria or its successor and they agree that all disputes arising from the conclusion or interpretation of this Agreement may be heard by such court.\n18. BREACH\n18.1 Without prejudice to the other rights of the Disclosing Party, in the event of any unauthorised disclosure or use of the Confidential Information which is or is reasonably likely to constitute a breach of any provision of this Agreement, the Recipient shall, at the sole cost of the Recipient \u2013\n18.1.1 immediately notify the Disclosing Party in writing and take such steps as the Disclosing Party may reasonably require in order to remedy or mitigate the effects of such actual or threatened breach; and;\n18.1.2 use all reasonable commercial endeavours to assist the Disclosing Party in recovering and preventing the use, dissemination, sale or other disposal of such Confidential Information.\n18.2 The Parties acknowledge and agree that \u2013\n18.2.1 cancellation is not an appropriate remedy for breach of this Agreement and this Agreement may not be cancelled or terminated save by written agreement between the Parties; and\n18.2.2 damages alone may not be an adequate remedy for any breach of the obligations set out in this Agreement and that the remedies of interdict, specific performance and any other equitable relief are appropriate for any threatened or actual breach of this Agreement. The Disclosing Party will be entitled to apply for such remedy, in addition to any other remedy to which it may be entitled in law (other than the remedy of cancellation).\n18.3 Accordingly, in the event of any breach or threatened breach by the Receiving Party or any of its employees, professional advisors, agents and consultants of the provisions of this Agreement, the Disclosing Party shall be entitled, without prejudice to and in addition to any other rights or remedies under this Agreement or at law, to enforce the performance of the provisions of this Agreement by interdict or specific performance upon application to a court of competent jurisdiction without proof of actual damage and notwithstanding that in any particular case damages may be readily quantifiable, and the Receiving Party may not plead sufficiency of damages as a defence in any proceeding for injunctive relief.\n19. DURATION\nThe confidentiality undertaking as set out herein shall commence on the earliest of the first date on which any of the Parties released any Confidential Information to the other Party or the Effective Date and shall endure for a period of 10 (ten) years thereafter.\n20. DISPUTE RESOLUTION\n20.1 A Party that is of the view that a Dispute has arisen shall give written notice thereof to the other Parties, provided that such notice shall clearly identify the Dispute and provide full particularity thereof, and the Parties shall thereafter take immediate steps to attempt to resolve the Dispute through their senior executives or other representatives who have the necessary authority to make binding decisions with respect to such Dispute (Senior Executives).\n20.2 If the Senior Executives cannot agree on a resolution of the Dispute within 15 Business Days of receipt of the notice referred to in clause 19.1, then the Dispute may be referred within a further period of 20 Business Days (Arbitration Initiating Period) to arbitration in accordance with this clause 19 unless the Parties agree in writing prior to the expiry of the Arbitration Initiating Period to refer such Dispute for expert determination in accordance with this clause 19.\n20.3 Should AFSA, as an institution, not be operating at that time or not be accepting requests for arbitration for any reason, then the arbitration shall be conducted in accordance with the AFSA rules for commercial arbitration (as last applied by AFSA) before an arbitrator appointed by agreement between the parties to the dispute or failing agreement within 10 (ten) business days of the demand for arbitration, then any party to the dispute shall be entitled to forthwith call upon the chairperson of the Johannesburg Bar Council to nominate the arbitrator, provided that the person so nominated shall be an advocate of not less than 10 (ten) years standing as such. The person so nominated shall be the duly appointed arbitrator in respect of the dispute. In the event of the attorneys of the parties to the dispute failing to agree on any matter relating to the administration of the arbitration, such matter shall be referred to and decided by the arbitrator whose decision shall be final and binding on the parties to the dispute.\n20.4 Any party to the arbitration may appeal the decision of the arbitrator or arbitrators in terms of the AFSA rules for commercial arbitration.\n20.5 Nothing herein contained shall be deemed to prevent or prohibit a party to the arbitration from applying to the appropriate court for urgent relief or for judgment in relation to a liquidated claim.\n20.6 Any arbitration in terms of this clause 19 (including any appeal proceedings) shall be conducted in camera and the Parties shall treat as confidential details of the dispute submitted to arbitration, the conduct of the arbitration proceedings and the outcome of the arbitration.\n20.7 This clause 19 will continue to be binding on the Parties notwithstanding any termination or cancellation of the Agreement.\n20.8 The Parties agree that the written demand by a party to the dispute in terms of clause 19 that the dispute or difference be submitted to arbitration, is to be deemed to be a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, 1969.\n21. NOTICES AND DOMICILIA\n21.1 The parties choose as their domicilia citandi et executandi their respective addressed set out in this clause for all purposes arising out of or in connection with this Agreement at which addresses all processes and notices arising out of or in connection with this Agreement, its breach or termination may validly be served upon or delivered to the parties.\n21.2 For purposes of this Agreement the parties' respective addresses shall be:-\n21.2.1 (Insert name)\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\n21.2.2 Receiving Parties (Insert name)\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\nor at such other address, not being a post office box or poste restante, of which the parties concerned may notify the other/s in writing.\n21.3 Any notice given in terms of this Agreement shall be in writing and shall -\n21.3.1 if delivered by hand be deemed to have been duly received by the addressee on the date of delivery;\n21.3.2 sent by courier in a correctly addressed envelope to it at its chosen address shall be deemed to have been received on the 3rd business day after sending (unless the contrary is proved);\n21.3.3 if transmitted by facsimile be deemed to have been received by the addressee 1 (one) day after despatch.\n21.4 Notwithstanding anything to the contrary contained in this Agreement, a written notice or communication actually received by one of the parties from another including by way of e-mail or facsimile transmission shall be adequate written notice or communication to such parties.\n22. BENEFIT OF THE AGREEMENT\n22.1 The undertakings given by the Recipient in this Agreement shall be for the benefit of and may be enforced by the Disclosing Party, any of its Affiliates, any current or future shareholder of the Disclosing Party and any successors-in-title. The undertakings shall be deemed to have been imposed as a stipulation alteri for the benefit of any Affiliate of the Disclosing Party, any third party which becomes a shareholder in the Disclosing Party and any successor-in-title and such benefit may be accepted by such person in writing at any time. The fact that any undertaking may not be enforceable by one of them will not affect its enforceability by any other party.\n22.2 For the purposes of clause 22.1, the term \"successors-in-title\" shall include any third party which acquires \u2013\n15.1.1. the business of the Disclosing Party or any part thereof; or\n15.1.2. pursuant to any permissible cession, the right to enforce the undertakings embodied in this Agreement.\n23. WHOLE AGREEMENT\nThis Agreement constitutes the whole Agreement between the parties as to the subject-matter hereof and no Agreements, representations or warranties between the parties other than those set out herein are binding on the parties.\n24. VARIATION\nNo addition to or variation, consensual cancellation or novation of this Agreement, or of this clause, and no waiver of any right arising from this Agreement or its breach or termination shall be of any force or effect unless reduced to writing and signed by both/either the parties or their duly authorised representatives.\n25. CONTINUING EFFECTIVENESS OF CERTAIN PROVISIONS\nThe expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.\n26. NO ASSIGNMENT\nNeither this Agreement nor any part, share or interest herein nor any rights or obligations hereunder may be ceded, delegated or assigned by either Party without the prior signed written consent of the other Party, save as otherwise provided herein.\n27. RELAXATION\nNo latitude, extension of time or other indulgence which may be given or allowed by any/either party to any other party in respect of the performance of any obligation hereunder or the enforcement of any right arising from this Agreement and no single or partial exercise of any right by any party shall under any circumstances be construed to be an implied consent by such party or operate as a waiver or a novation of , or otherwise affect any of that party's rights in terms of or arising from this Agreement or stop such party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term hereof.\n28. COSTS\n28.1 Each party shall pay its own costs associated with the negotiation, drafting and implementation of this Agreement.\n28.2 Should either party breach any term and/or condition of this Agreement, it shall be liable to pay costs on an attorney and own client scale as may be incurred by any aggrieved party in successfully enforcing its rights in terms of this Agreement.\nTRANSNET SOC LTD. SUPPLIER\nName: Name:\nPosition: Position:\nSignature: Signature:\nDate: Date:\nAS WITNESS: AS WITNESS:\nName: Name:\nSignature: Signature:\nDate: Date:\nAS WITNESS: AS WITNESS:\nName: Name:\nSignature: Signature:\nDate: Date:\n", "spans": [ [ 0, 51 ], [ 52, 72 ], [ 73, 86 ], [ 86, 264 ], [ 265, 298 ], [ 299, 302 ], [ 303, 377 ], [ 378, 395 ], [ 396, 519 ], [ 519, 521 ], [ 522, 637 ], [ 637, 639 ], [ 640, 752 ], [ 752, 754 ], [ 755, 814 ], [ 815, 918 ], [ 918, 920 ], [ 921, 1027 ], [ 1027, 1029 ], [ 1030, 1147 ], [ 1147, 1149 ], [ 1150, 1277 ], [ 1277, 1279 ], [ 1280, 1367 ], [ 1367, 1369 ], [ 1370, 1479 ], [ 1479, 1481 ], [ 1482, 1603 ], [ 1603, 1605 ], [ 1606, 1714 ], [ 1714, 1716 ], [ 1717, 1820 ], [ 1820, 1822 ], [ 1823, 1934 ], [ 1934, 1936 ], [ 1937, 2059 ], [ 2059, 2061 ], [ 2062, 2167 ], [ 2167, 2169 ], [ 2170, 2283 ], [ 2283, 2285 ], [ 2286, 2409 ], [ 2409, 2411 ], [ 2412, 2533 ], [ 2533, 2535 ], [ 2536, 2644 ], [ 2644, 2646 ], [ 2647, 2753 ], [ 2753, 2755 ], [ 2756, 2855 ], [ 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40568 ], [ 40569, 40590 ], [ 40591, 40602 ], [ 40603, 40626 ], [ 40627, 40638 ], [ 40639, 40660 ], [ 40661, 40672 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 121, 125, 129 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 121, 122, 123, 180, 181, 182 ] }, "nda-10": { "choice": "Entailment", "spans": [ 81, 87, 88, 229, 231 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 81, 82, 83, 84, 85 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 81, 86, 159 ] }, "nda-19": { "choice": "Entailment", "spans": [ 113, 225, 285, 318 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Entailment", "spans": [ 218, 224 ] }, "nda-3": { "choice": "Entailment", "spans": [ 81, 82, 86 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 92, 98, 136 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 121, 125, 130, 174, 177 ] }, "nda-8": { "choice": "Entailment", "spans": [ 149, 150, 154 ] }, "nda-13": { "choice": "Entailment", "spans": [ 161, 164, 165 ] }, "nda-5": { "choice": "Entailment", "spans": [ 92, 98, 136 ] }, "nda-4": { "choice": "Entailment", "spans": [ 121, 125, 127 ] } } } ], "document_type": "search-pdf", "url": "http://old.transnetengineering.net/Supply/Lists/Tenders/Attachments/354/Mutual%20confidentiality%20and%20NDA%20-%20Final%20(2)%20(6)%2003%20July%202015.pdf" }, { "id": 163, "file_name": "Mutual+Confidentiality+Agreement_1.pdf", "text": "MUTUAL CONFIDENTIALITY AGREEMENT\nBY ACCEPTING THIS MUTUAL CONFIDENTIALITY AGREEMENT (\u201cAGREEMENT\u201d), EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING A FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT.\nThis Agreement was last updated on July 3, 2018. This Agreement is between the entity or individual entering into this Agreement (\u201cYou\u201d or \u201cYour\u201d) and BMC Software, Inc., a Delaware corporation (\u201cBMC\u201d), located at 2103 CityWest Blvd., Houston, Texas 77042. A copy of this Agreement is posted at http://www.bmc.com/legal/agreements.html, where it can be saved and/or printed. It is effective between You and BMC as of the date of your acceptance of this Agreement.\n1. Scope. BMC and You (the \u201cParties\u201d) desire to disclose certain confidential information in connection with (a) an existing business relationship, (b) the discussion or validation of business proposals or design concepts, or (c) a future business relationship (the \u201cPurpose\u201d).\n2. Discloser and Recipient. As to any particular Proprietary Information (defined below), the \u201cDiscloser\u201d is the Party disclosing the Proprietary Information and the \u201cRecipient\u201d is the Party receiving the Proprietary Information.\n3. Proprietary Information. \u201cProprietary Information\u201d means any confidential, proprietary, or trade secret information concerning Discloser\u2019s (a) customers\u2019 identity, finances, and data, and (b) personnel, business practices, business policies, the terms of any agreements between the Parties, pricing information, information relating to research and development, know-how, methodologies, inventions, specifications, software, market analyses, research strategies, projections, forecasts, proposal related documents and responses, data center and/or facility procedures and operations, data center and/or facility audit results, and compilations, summaries, analyses, copies, or other reproductions, in whole or in part, of the foregoing, except to the extent to which Recipient can establish by legally sufficient evidence that such information: (i) was rightfully in Recipient\u2019s possession without obligation of confidentiality before receipt from Discloser; (ii) is or has become a matter of public knowledge through no fault of Recipient; (iii) is rightfully received by Recipient from a third party without violation of any duty of confidentiality; (iv) is or was independently developed by or for Recipient without use or reference to the Proprietary Information or (v) was disclosed by Discloser to a third party without an obligation of confidentiality. Subject to the foregoing exceptions, \u201cProprietary Information\u201d also includes, without limitation, third-party information that Discloser has the right to disclose to Recipient. Nothing disclosed under this Agreement is considered Proprietary Information unless (a) it is received in a tangible form and is marked \u201cconfidential\u201d or \u201cproprietary\u201d, (b) is received in intangible form and is followed up within a reasonable period of time with a writing describing it and designating it as \u201cconfidential\u201d or \u201cproprietary\u201d, or (c) it is something by either the substance of which or the circumstances surrounding its disclosure would lead a reasonable person to believe it is confidential or proprietary.\n4. Restrictions on Use and Non-Disclosure of Proprietary Information. Except as otherwise expressly permitted in writing by an authorized representative of Discloser, Recipient may not:\n(a) use the Proprietary Information for any purpose other than to further the business relationship of the Parties and for the sole benefit of Discloser; or\n(b) directly or indirectly disclose Proprietary Information to any person or entity other than Recipient\u2019s employees and consultants who (i) have a need to know in order to fulfill the Purpose, (ii) have been advised of the Proprietary Information\u2019s confidential status, and (iii) are subject to legally binding obligations of confidentiality as to such Proprietary Information, which are no less restrictive than those contained in this Agreement, provided, that Recipient is at all times fully responsible to Discloser for compliance with this Agreement by such employees and consultants.\n5. Standard of Care. Recipient shall use at least the same degree (but no less than a reasonable degree) of care and protection to prevent the unauthorized use or disclosure of any Proprietary Information as Recipient uses to protect its own confidential, proprietary, or trade secret information.\n6. Ownership; Suggestions. Recipient may not assert any claim of title or ownership to the Proprietary Information or any portion thereof. In the course of the discussions facilitated in the Customer Program, You may be providing to BMC feedback and suggestions relevant to the functionality, performance, features, and operation of BMC\u2019s products and services (\u201cSuggestions\u201d) the purpose of their disclosure being to assist BMC and its affiliates to deliver BMC products that include the functionality, performance, features, and operation in BMC products that You need and desire to have. In order for BMC to be able to act on such Suggestions, BMC needs to have Your permission to do something with Your Suggestions, therefore, notwithstanding anything to the contrary herein, You hereby assign to BMC all rights, title and interest in the Suggestions and in all intellectual property therein. Although not usually necessary, if requested by BMC, You agree to execute such further instruments as BMC may reasonably request confirming BMC\u2019s ownership in Your Suggestions.\n7. Disclosures Required by Law. In the event Recipient becomes legally compelled to disclose any Proprietary Information, Recipient shall provide Discloser with prior written notice of such requirement as soon as Recipient becomes aware of such requirement, such that Discloser may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, or if Discloser waives in writing compliance with the terms of this Agreement, Recipient agrees to (a) furnish only that portion of the Proprietary Information which Recipient is advised by written opinion of counsel is legally required to be furnished and (b) exercise reasonable efforts to obtain confidential treatment of the portion of Proprietary Information that is furnished.\n8. Confidentiality Period. Recipient\u2019s obligations under paragraphs 3 through 5 expire on the earlier of (a) notification from the Discloser that the Proprietary Information is no longer confidential, or (b) the Parties\u2019 entry into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions that supersede this Agreement as to that Proprietary Information.\n9. No Liability. Discloser makes no representations or warranties, express or implied, as to the quality, accuracy, and completeness of the Proprietary Information, and neither Discloser nor its representatives have any liability whatsoever with respect to Recipient\u2019s use of or reliance upon the Proprietary Information.\n10. Disposal of Proprietary Information. Recipient agrees to destroy or return to Discloser all copies of Proprietary Information promptly upon the earlier of (a) Discloser\u2019s request at any time, or (b) the duration of the confidentiality period established in Section 8(a) of this Agreement.\n11. Data Protection. Pursuant to the terms of this Agreement, the Parties may share contact details such as name, mail address, email address, telephone numbers, etc., in connection with the Purpose (\u201cContact Details\u201d). Such Contact Details may be considered personal data under applicable data protection laws. The Parties acknowledge that one party may disclose Personal Data to the other party, and each party shall comply with its obligations as a data controller under applicable data protection laws. In particular, each party shall:\n(a) ensure that it may lawfully transfer Contact Details to the other party;\n(b) inform employees, consultants or potential employees, consultants of the transfer to the other party;\n(c) process the Contact Details only pursuant to the terms of this Agreement and in accordance with applicable data protection laws;\n(d) ensure that it has in place appropriate technical and organizational measures to protect against unauthorized or unlawful processing of Contact Details and against accidental loss or destruction of, or damage to, the Contact Details;\n(e) provide reasonable assistance to the other party in complying with applicable data protection laws; and\n(f) delete or return to the other party upon request all Contact Details, including copies, unless legally prohibited.\n12. Remedies. The Parties acknowledge and agree that a breach of this Agreement by either Party may cause irreparable injury to the other\u2019s business as a result of any such violation, for which the remedies at law may be inadequate, and that Discloser is therefore entitled to seek, in addition to any other remedies available to Discloser, a temporary restraining order and injunctive relief against Recipient, provided the Discloser can meet the legal requirements therefor.\n13. Miscellaneous. No failure, delay, or single or partial exercise of any right under this Agreement by either Party is a waiver of such right. This Agreement may be modified or waived only by a separate writing by the Parties expressly modifying or waiving any provision of this Agreement. Neither the provision of Proprietary Information under this Agreement nor the execution of this Agreement binds or obligates either Party to any business relationship, and neither Party is bound or obligated to any such relationship with the other Party until the Parties execute a binding written agreement specifically describing such relationship. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, the remaining provisions will be unaffected and remain in effect. Any additional documents presented to a BMC representative by Customer for signature as a condition for going on a Customer\u2019s site will be governed by this Agreement and to the extent that such document presents additional terms or conflicts with this Agreement, it shall be considered null and void.\n14. Compliance with Law. The Parties agree to comply with all applicable international and national laws that apply to (i) Proprietary Information, or (ii) any product (or part thereof), process, or service that is the direct result of the Proprietary Information, including without limitation, the U.S. Export Administration Regulations, as well as end-user and destination restrictions issued by U.S. and other governments.\n15. Attorney\u2019s Fees. If either Party engages legal counsel to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable attorney\u2019s fees and costs.\n16. Governing Law. 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[Insert official name of the potential partner or participant], having its registered office or based in [insert the Legal Address of the Entity] hereinafter referred to as [\u2026] and\n2. [Insert official name of the potential partner or participant], having its registered of-fice or based in [insert the Legal Address of the Entity] hereinafter referred to as [....]\n[Add the identification of all the potential partners and participants that will take part in this Agreement]\nIndividually referred to as a Party or collectively as the Parties.\nWHEREAS:\nThe Parties hereto desire [to participate in early discussions regarding the entering into future collaboration as a European Funded Project in the field of (\u2026.)] or [to submit a proposal for a collaborative project in response to the call (identify the call) under (identi-fy the EU-funded Programme)] or [to evaluate entering into partnership or business col-laboration for the purpose of (identify the undertaking intended to perform)].\nThroughout the aforementioned discussions, Parties may share between themselves proprietary information or Confidential Information under the terms and covenants set forth below.\nTHE PARTIES HERETO AGREE AS FOLLOWS:\n1. Confidential Information\n1.1 For the purposes of this Agreement, Confidential Information means any data or in-formation that is proprietary to or possessed by a Party and not generally known to the public or that has not yet been revealed, whether in tangible or intangible form, when-ever and however disclosed, including, but not limited to:\n(i) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;\n(ii) any concepts, samples, reports, data, know-how, works-in-progress, designs, drawings, photographs, development tools, specifications, software pro-grams, source code, object code, flow charts, and databases;\n(iii) any marketing strategies, plans, financial information, or projections, opera-tions, sales estimates, business plans and performance results relating to the Party\u2019s past, present or future business activities, or those of its affiliates, subsidiaries and affiliated companies;\n(iv) trade secrets; plans for products or services, and customer or supplier lists;\n(v) any other information that should reasonably be recognised as Confidential Information by the Parties.\n1.2 The Parties agree hereby that Confidential Information needs not to be novel, unique, patentable, copyrightable or constitutes a trade secret in order to be designated Confi-dential Information and therefore protected.\n1.3 Confidential Information shall be identified either by marking it, in the case of writ-ten materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other Party of the confidential nature of the infor-mation. Such notification shall be done orally, by e-mail or written correspondence, or via other appropriate means of communication.\n1.4 The Parties hereby acknowledge that the Confidential Information proprietary to each Party has been developed and obtained through great efforts and shall be regarded and kept as Confidential Information.\n1.5 For the purposes of this Agreement, the Party which discloses Confidential Infor-mation within the terms established hereunder to the other Party shall be regarded as the Disclosing Party. Likewise the Party which receives the disclosed Confidential Infor-mation shall be regarded as the Receiving Party.\n1.6 Notwithstanding the aforementioned, Confidential Information shall exclude infor-mation that:\n(i) is already in the public domain at the time of disclosure by the Disclosing Par-ty to the Receiving Party or thereafter enters the public domain without any breach of the terms of this Agreement;\n(ii) was already known by the Receiving Party before the moment of disclosure (under evidence of reasonable proof or written record of such disclosure);\n(iii) is subsequently communicated to the Receiving Party without any obligation of confidence from a third party who is in lawful possession thereof and un-der no obligation of confidence to the Disclosing Party;\n(iv) becomes publicly available by other means than a breach of the confidential-ity obligations by the Receiving Party (not through fault or failure to act by the Receiving Party);\n(v) is or has been developed independently by employees, consultants or agents of the Receiving Party (proved by reasonable means) without violation of the terms of this Agreement or reference or access to any Confidential Infor-mation pertaining to the Parties.\n2. Purpose of the Disclosure of Confidential Information\nThe Parties will enter into discussions regarding future collaboration toward a European Funded Project in the field of [\u2026.] or [will submit a proposal for a collaborative project in response to the call (identify the call) under (identify the EU-funded Programme)] or [will enter into or evaluate alternatives for partnership or collaboration with [name of the other Party or Parties] for the purpose of [identify the undertaking intended to perform or achieve].\n3. Undertakings of the Parties\n3.1 In the context of discussions, preparations or negotiations, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party agrees to use the Confidential Information solely in connection with purposes contemplated be-tween the Parties in this Agreement and not to use it for any other purpose or without the prior written consent of the Disclosing Party.\n3.2 The Receiving Party will not disclose and will keep confidential the information re-ceived, except to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in clause 2. The Receiving Party will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in this Agreement. Hence the Receiving Party will be responsible for ensuring that the obliga-tions of confidentiality and non-use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents.\n3.3 The Receiving Party will use the Confidential Information exclusively for the permit-ted purpose stated in clause 2 and not use the information for its own purposes or bene-fit.\n3.4 The Receiving Party will not disclose any Confidential Information received to any third parties, except as otherwise provided for herein.\n3.5 The Parties shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information.\n3.6 All Confidential Information disclosed under this Agreement shall be and remain the property of the Disclosing Party and nothing contained in this Agreement shall be con-strued as granting or conferring any rights to such Confidential Information on the other Party. Principally, nothing in this Agreement shall be deemed to grant to the Receiving Party a licence expressly or by implication under any patent, copyright or other intellec-tual property right. The Receiving Party hereby acknowledges and confirms that all exist-ing and future intellectual property rights related to the Confidential Information are exclusive titles of the Disclosing Party. For the sake of clarity based in reciprocity and good faith of the Parties, the Receiving Party will not apply for or obtain any intellectual property protection in respect of the Confidential Information received. Likewise any modifications and improvements thereof by the Receiving Party shall be the sole proper-ty of the Disclosing Party.\n3.7 The Receiving Party shall promptly return or destroy all copies (in whatever form reproduced or stored), including all notes and derivatives of the Confidential Information disclosed under this Agreement, upon the earlier of (i) the completion or termination of the dealings contemplated in this Agreement; (ii) or the termination of this Agreement;\n(iii) or at the time the Disclosing Party may request it to the Receiving Party.\n3.8 Notwithstanding the foregoing, the Receiving Party may retain such of its documents as required to comply with mandatory law, provided that such Confidential Information or copies thereof shall be subject to an indefinite confidentiality obligation.\n3.9 In the event that the Receiving Party is asked to communicate the Confidential In-formation to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Disclosing Party of the terms of such disclosure and will collaborate to the extent practicable with the Dis-closing Party in order to comply with the order and preserve the confidentiality of the Confidential Information.\n3.10 The Parties agree that the Disclosing Party will suffer irreparable damage if its Con-fidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Disclosing Party shall be entitled to obtain injunc-tive relief against a threatened breach or continuation of any such breach and, in the event of such a breach, an award of actual and exemplary damages from any court of competent jurisdiction.\n3.11 The Receiving Party shall immediately notify the Disclosing Party upon becoming aware of any breach of confidence by anybody to whom it has disclosed the Confidential Information and give all necessary assistance in connection with any steps which the Disclosing Party may wish to take prevent, stop or obtain compensation for such a breach or threatened breach.\n3.12 The Confidential Information subject to this Agreement is made available \"as such\" and no warranties of any kind are granted or implied with respect to the quality of such information including, but not limited to, its applicability for any purpose, non-infringement of third party rights, accuracy, completeness or correctness.\n3.13 Neither Party is under any obligation under this Agreement to disclose any Confi-dential Information it chooses not to disclose. Further, neither Party shall have any liabil-ity to the other Party resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement.\n3.14 Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.\n4. Miscellaneous\n4.1 Duration and Termination\n4.1.1 This Agreement shall remain in effect for a term of [number of months or years]. Notwithstanding the foregoing, the Receiving Party\u2019s duty to hold in confidence Confi-dential Information that was disclosed during the term shall remain in effect indefinitely, save otherwise agreed.\n4.1.2 If the Parties succeed in the call for proposal referred to in clause 2 and sign the corresponding Grant Agreement (GA) and Consortium Agreement (CA), or enter into partnership under any other kind of collaborative agreement (COA) or association agreement (AA), the non-disclosure provisions of the CA, COA and AA shall [be supple-mented by or supplement or supersede] this Agreement. In the event that non-disclosure provisions are not provided for the said private agreements, this Agreement shall remain in force until the end of the collaboration undertaken or after [months or years] of its termination.\n4.2 Applicable Law and Jurisdiction\nThis Agreement shall be construed and interpreted by the laws of [choose the applicable law]. The court of [choose the jurisdiction to settle disputes] shall have jurisdiction.\n4.3 Validity\nIf any provisions of this Agreement are invalid or unenforceable, the validity of the re-maining provisions shall not be affected. The Parties shall replace the invalid or unen-forceable provision by a valid and enforceable provision that will meet the purpose of the invalid or unenforceable provision as closely as possible.\n4.4 Subsequent Agreements\nAncillary agreements, amendments or additions hereto shall be made in writing.\n4.5 Communications\nAny notices or communications required between the Parties shall be delivered by hand, e-mail, or mailed by registered mail to the address of the other Party as indicated above. Any subsequent modification of a Party\u2019s address should be reasonably communicated in advance to the effect of this Agreement.\n5. Competition\nThe receipt of Confidential Information pursuant to this Agreement will not prevent or in any way limit either Party from developing, making or marketing products or services that are or may be competitive with the products or services of the other; or providing products or services to others who compete with the other Party; as long as those re-sults have not become from a breach of this Agreement.\nIN WITNESS WHEREOF, the Parties hereto have caused this Mutual Non-Disclosure Agreement to be executed as of the date stated above.\nFOR [insert name of participant or potential or current partner]\n[insert name of representative]\n[insert title]\nDone at [place] on [date]\nFor more information, please consult our fact sheets on \u201cHow to manage confidential business information\u201d and \u201cNon-disclosure agreement: a business tool\u201d which are available in our online library:\nhttp://www.iprhelpdesk.eu/node/1265\nhttp://www.iprhelpdesk.eu/node/969\n", "spans": [ [ 0, 31 ], [ 32, 156 ], [ 157, 340 ], [ 341, 524 ], [ 525, 634 ], [ 635, 702 ], [ 703, 711 ], [ 712, 1151 ], [ 1152, 1330 ], [ 1331, 1367 ], [ 1368, 1395 ], [ 1396, 1400 ], [ 1400, 1715 ], [ 1716, 1843 ], [ 1844, 2056 ], [ 2057, 2339 ], [ 2340, 2423 ], [ 2424, 2530 ], [ 2531, 2535 ], [ 2535, 2753 ], [ 2754, 3035 ], [ 3035, 3160 ], [ 3161, 3165 ], [ 3165, 3369 ], [ 3370, 3374 ], [ 3374, 3563 ], [ 3563, 3678 ], [ 3679, 3776 ], [ 3777, 3976 ], [ 3977, 4129 ], [ 4130, 4343 ], [ 4344, 4525 ], [ 4526, 4788 ], [ 4789, 4845 ], [ 4846, 5309 ], [ 5310, 5340 ], [ 5341, 5345 ], [ 5345, 5489 ], [ 5489, 5740 ], [ 5741, 5745 ], [ 5745, 6051 ], [ 6051, 6054 ], [ 6054, 6273 ], [ 6273, 6534 ], [ 6535, 6539 ], [ 6539, 6716 ], [ 6717, 6721 ], [ 6721, 6859 ], [ 6860, 6864 ], [ 6864, 6996 ], [ 6997, 7268 ], [ 7268, 7460 ], [ 7460, 7658 ], [ 7658, 7873 ], [ 7873, 8000 ], [ 8001, 8005 ], [ 8005, 8230 ], [ 8230, 8312 ], [ 8312, 8354 ], [ 8355, 8435 ], [ 8436, 8689 ], [ 8690, 8694 ], [ 8694, 9158 ], [ 9159, 9164 ], [ 9164, 9624 ], [ 9625, 9630 ], [ 9630, 9992 ], [ 9993, 9998 ], [ 9998, 10326 ], [ 10327, 10461 ], [ 10461, 10682 ], [ 10683, 10688 ], [ 10688, 10836 ], [ 10837, 10853 ], [ 10854, 10882 ], [ 10883, 10889 ], [ 10889, 10970 ], [ 10970, 11170 ], [ 11171, 11177 ], [ 11177, 11562 ], [ 11562, 11785 ], [ 11786, 11821 ], [ 11822, 11916 ], [ 11916, 11998 ], [ 11999, 12011 ], [ 12012, 12143 ], [ 12143, 12338 ], [ 12339, 12364 ], [ 12365, 12443 ], [ 12444, 12462 ], [ 12463, 12641 ], [ 12641, 12767 ], [ 12768, 12782 ], [ 12783, 13185 ], [ 13186, 13317 ], [ 13318, 13382 ], [ 13383, 13414 ], [ 13415, 13429 ], [ 13430, 13455 ], [ 13456, 13652 ], [ 13653, 13688 ], [ 13689, 13723 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 56, 57, 58 ] }, "nda-15": { "choice": "Entailment", "spans": [ 50, 51, 52 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 12, 15, 16, 17 ] }, "nda-1": { "choice": "Entailment", "spans": [ 20 ] }, "nda-19": { "choice": "Entailment", "spans": [ 60, 77 ] }, "nda-12": { "choice": "Entailment", "spans": [ 27, 32 ] }, "nda-20": { "choice": "Entailment", "spans": [ 60 ] }, "nda-3": { "choice": "Entailment", "spans": [ 12, 20 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 40, 47 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 62 ] }, "nda-13": { "choice": "Entailment", "spans": [ 27, 30 ] }, "nda-5": { "choice": "Entailment", "spans": [ 40 ] }, "nda-4": { "choice": "Entailment", "spans": [ 38, 45 ] } } } ], "document_type": "search-pdf", "url": "https://www.iprhelpdesk.eu/sites/default/files/newsdocuments/Mutual-Non-Disclosure-Agreement-EN.pdf" }, { "id": 166, "file_name": "MutualNDA_The_Knights_of_Unity.pdf", "text": "MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nTHIS MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT \u200b(this \"Agreement\")\u200b \u200bis entered into as of ________________, 2019 by and between The Knights of Unity Sp. z o.o., a Limited Liability Company of Wroclaw, Poland having it\u2019s principle office at Plac Strzelecki 25, 50-224 Wroclaw, Poland, VAT-EU: PL8982236807, REGON: 36829561600000, KRS: 0000695250 and ______________________, a __________________________ Company of ____________________, having it\u2019s principal office at ______________________, VAT-EU: __________________.\nRecitals\nThe Parties wish to exchange information related to a potential transaction between the Parties (the \"Opportunity\"). The information to be exchanged is confidential and proprietary in nature, and the parties wish to maintain the confidential nature of such information and limit the receiving party's use and disclosure of such information as forth set forth in this Agreement.\nAgreement\nIn consideration of the mutual covenants and promises set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\n1. References to \"Confidential Information\" mean all knowledge, information or materials whether of a technical or financial nature or otherwise relating to the business or affairs of the Parties (including without limitation any subsidiary or affiliated entity thereof), including all memoranda, notes, analyses, compilations, studies and other materials prepared by or for the receiving party which contain or reflect such knowledge, information or materials, which is provided or disclosed by the disclosing party to the receiving party in connection with the Opportunity and identified at the time of such disclosure as being confidential; provided that Confidential Information shall not include:\n(a) information which the receiving party can demonstrate was known to the receiving party prior to disclosure by the disclosing party;\n(b) information which is in the public domain or which enters the public domain other than as a result of a breach of this Agreement; or\n(c) information that the receiving party independently develops or independently becomes aware of from a third party without, to the knowledge of the receiving party, a duty of confidentiality to the disclosing party.\n2. The receiving party agrees that it will at all times maintain the confidentiality of any Confidential Information communicated to it by or on behalf of the disclosing party; provided that in the event the receiving party becomes legally compelled (by deposition, interrogatory, requests for documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, or the receiving party determines that it is obligated by statute or governmental regulation to disclose any of the Confidential Information, the receiving party shall provide the disclosing party with prompt written notice of such requirement so that the disclosing party, if possible, may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the receiving party agrees to furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be furnished and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information\n3. Except as otherwise permitted by this Agreement, the receiving party agrees that it shall not copy, adapt, divulge, publish, disclose, or circulate (or authorize or permit anyone else to adapt, divulge, publish, disclose or circulate) any of the Confidential Information disclosed or communicated to it by the disclosing party (except as described in paragraph 4), nor shall it use the Confidential Information for any purpose other than the Opportunity.\n4. Confidential Information may be disclosed by the receiving party to its employees, directors, officers, advisors, attorneys, auditors and agents only on a need-to-know basis in connection with the Opportunity, and each employee, director, officer, advisor, attorney, auditor or agent to whom Confidential Information is disclosed shall treat such Confidential Information in a manner consistent with this Agreement. The receiving party shall be liable for all acts and omissions of each person and entity to which the receiving party discloses Confidential Information.\n5. The term of this Agreement shall be for a period of five years beginning on the date hereof; provided that the obligations relating to Confidential Information disclosed during the term of this Agreement shall survive the expiration of this Agreement.\n6. All right, title and interest in and to the Confidential Information shall remain the exclusive property of the disclosing party and the Confidential Information shall be held in trust and confidence by the receiving party for the disclosing party. No interest, license or any right respecting the Confidential Information, other than set out herein, is granted to the receiving party hereunder by implication or otherwise.\n7. The Confidential Information shall not be copied, reproduced in any form or stored in a retrieval system or data base by the receiving party without the prior written consent of the disclosing party, except for such copies and storage as may reasonably be required internally by the receiving party in connection with the Opportunity. The receiving party hereby agrees that all Confidential Information (including all copies thereof) disclosed to or created by the receiving party shall be delivered forthwith by the receiving party to the disclosing party, or, at the election of the receiving party, destroyed, and deleted from all retrieval systems and data bases upon the earlier of a request at any time by the disclosing party or at any time the receiving party decides not to proceed with a possible transaction involving the disclosing party.\n8. The receiving party shall not directly or indirectly contact any shareholders, officers, employees, affiliates, agents, lending institutions, customers or suppliers of the disclosing party in connection with a possible transaction involving the disclosing party without the prior written consent of the disclosing party, which consent shall not be unreasonably withheld.\n9. The disclosing party shall at its discretion provide such of the Confidential Information to the receiving party as is necessary or appropriate in connection with the Opportunity. Nothing in this Agreement obligates the disclosing party to make any particular disclosure of Confidential Information. The receiving party acknowledges and agrees that no representations or warranties whatsoever, express or implied, as to the accuracy or completeness of the Confidential Information have been made by the disclosing party. The receiving party acknowledges and agrees that neither the disclosing party nor any of its shareholders, directors, officers, employees, representatives or professional advisors will have any liability to the receiving party resulting from its use of the Confidential Information or from any errors or omissions in the Confidential Information. Only those representations and warranties which are made in a final definitive agreement regarding the proposed transaction with the disclosing party, when, as and if executed, will have any legal effect.\n10. The receiving party acknowledges that it is aware and that it will advise its employees and agents who are given access to the Confidential Information that the securities laws of the United States impose certain restrictions with respect to the purchase and sale of securities of an issuer by a person who has received material non-public information from such issuer concerning the matters referred to herein and by persons who have received such non-public information from such person.\n11. The receiving party will indemnify, defend and hold harmless the disclosing party and its shareholders, directors, officers, employees, representatives and professional advisors from any damage, loss, cost or liability (including reasonable legal fees and the cost of enforcing this Agreement) owed to a third party arising out of the breach by the receiving party of this Agreement.\n12. The receiving party agrees and acknowledges that money damages may not be a sufficient remedy for any breach or threatened breach of the provisions of this Agreement by the receiving party or any of its shareholders, directors, officers, employees, representatives or professional advisors and that the disclosing party shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies are not the exclusive remedies for a breach by the receiving party, but shall be in addition to all other remedies available at law or in equity to the disclosing party.\n13. The parties agree that unless and until a final definitive agreement regarding a transaction between the parties has been executed and delivered, neither of the parties will be under any obligation of any kind whatsoever with respect to such a transaction by virtue of this Agreement except for the matters specifically agreed to herein. Each party further acknowledges and agrees that the other party reserves the right, in its sole discretion, to reject any and all proposals with regard to a transaction between the parties and to terminate discussions and negotiations at any time.\n14. Each party agrees to keep the existence and terms of this Agreement, and that the parties are having discussions related to the Opportunity, strictly confidential, and will not disclose the existence or terms of this Agreement, or that such discussions are taking place, to any third party without the prior written consent of the other party.\n15. It is understood and agreed that no failure or delay of any party in exercising any right, power or privilege hereunder shall operate as a waiver hereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.\n16. Execution and delivery of a facsimile transmission or email transmission of this Agreement shall constitute, for purposes of this Agreement, delivery of an executed original and shall be binding on the parties.\n17. In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had either not been included or had been\u200b \u200blimited to the extent of the invalidity, illegality or unenforceability, so that this Agreement shall be carried out as closely as possible according to its original terms.\n18. Each party represents and warrants that (i) such party is an entity duly organized and validly existing under the laws of its state of organization, (ii) such party has the power and authority to enter into this Agreement and to perform fully its obligations under this Agreement; (iii) such party is under no contractual or other legal obligation which might interfere in any way with its prompt and complete performance under this Agreement; and (iv) the person executing this Agreement on behalf of such party has been duly authorized to do so and such execution is binding upon such party.\n19. This Agreement contains the entire understanding between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, express and implied, oral and written. This Agreement is neither intended to nor shall it be construed as creating a joint venture, partnership or other form of business association between the parties, or any obligation of the parties to enter into any agreement relating to the Opportunity. This Agreement may not be modified or amended other than by an agreement in writing, signed by the parties.\n20. This Agreement may be executed in counterparts, each of which will be an original and all of which together constitute one and the same instrument.\nIN WITNESS WHEREOF, \u200bthe parties have executed this Agreement on the date first set forth above.\n___________________(COMPANY NAME): THE KNIGHTS:\nBy: By:\nName: Name:\nTitle: Title: Co-owner\nDate: Date:\n", "spans": [ [ 0, 51 ], [ 52, 412 ], [ 412, 465 ], [ 465, 530 ], [ 530, 554 ], [ 554, 562 ], [ 562, 581 ], [ 582, 590 ], [ 591, 708 ], [ 708, 968 ], [ 969, 978 ], [ 979, 1199 ], [ 1200, 1901 ], [ 1902, 2037 ], [ 2038, 2174 ], [ 2175, 2392 ], [ 2393, 3148 ], [ 3148, 3505 ], [ 3506, 3963 ], [ 3964, 4383 ], [ 4383, 4536 ], [ 4537, 4791 ], [ 4792, 5044 ], [ 5044, 5218 ], [ 5219, 5557 ], [ 5557, 6072 ], [ 6073, 6446 ], [ 6447, 6630 ], [ 6630, 6750 ], [ 6750, 6971 ], [ 6971, 7318 ], [ 7318, 7522 ], [ 7523, 8016 ], [ 8017, 8404 ], [ 8405, 8853 ], [ 8853, 9036 ], [ 9037, 9379 ], [ 9379, 9626 ], [ 9627, 9974 ], [ 9975, 10294 ], [ 10295, 10509 ], [ 10510, 11091 ], [ 11092, 11136 ], [ 11136, 11245 ], [ 11245, 11377 ], [ 11377, 11544 ], [ 11544, 11689 ], [ 11690, 11921 ], [ 11921, 12175 ], [ 12175, 12282 ], [ 12283, 12434 ], [ 12435, 12531 ], [ 12532, 12552 ], [ 12552, 12579 ], [ 12580, 12587 ], [ 12588, 12599 ], [ 12600, 12622 ], [ 12623, 12634 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 25 ] }, "nda-15": { "choice": "Entailment", "spans": [ 22, 23 ] }, "nda-10": { "choice": "Entailment", "spans": [ 38 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 12 ] }, "nda-1": { "choice": "Entailment", "spans": [ 12 ] }, "nda-19": { "choice": "Entailment", "spans": [ 21 ] }, "nda-12": { "choice": "Entailment", "spans": [ 12, 15 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 25 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 19 ] }, "nda-17": { "choice": "Entailment", "spans": [ 24 ] }, "nda-8": { "choice": "Entailment", "spans": [ 16 ] }, "nda-13": { "choice": "Entailment", "spans": [ 12, 15 ] }, "nda-5": { "choice": "Entailment", "spans": [ 19 ] }, "nda-4": { "choice": "Entailment", "spans": [ 18 ] } } } ], "document_type": "search-pdf", "url": "https://www.theknightsofunity.com/files/MutualNDA_The_Knights_of_Unity.pdf" }, { "id": 167, "file_name": "MutualNDA_Website.pdf", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThank you for visiting our website and your interest in learning more about opportunities with our organization. We are interested in learning more about you!\nThis Mutual Non-Disclosure Agreement (\u201cAgreement\u201d) is entered into by and between AAGEX Freight Group, LLC (\u201cAGX\u201d), and the party identified as agent candidate below (\u201cCandidate\u201d). AGX and CANDIDATE may be referred to herein individually as a \u201cParty\u201d and jointly as the \u201cParties.\u201d\n1. Background. AGX and CANDIDATE desire to exchange information and to engage in discussions concerning AGX\u2019s agent program and Candidate\u2019s qualifications to establish a freight Agency Relationship. In the course of such discussions and negotiations, it is anticipated that a Party (\u201cDisclosing Party\u201d) may disclose or otherwise make available to the other Party (\u201cReceiving Party\u201d) certain confidential and proprietary information for the purpose of enabling the Receiving Party to evaluate and the prospective business relationship (the \u201cNDA Purpose\u201d). The Parties have entered into this Agreement in order to ensure the confidentiality and proper protection of such confidential and proprietary information.\n2. Confidential Information. As used in this Agreement, the term \u201cConfidential Information\u201d shall mean all information that is not generally known or readily ascertainable by proper means by other persons and is either (i) designated as \u201cconfidential\u201d or \u201cproprietary\u201d by the Disclosing Party prior to or at the time of disclosure or (ii) information that a reasonable person should recognize as being confidential or proprietary, based on the nature of the information and/or the circumstances of its disclosure. By way of example, Confidential Information includes, without limitation, information regarding a Party\u2019s products, product development, services, agreements and contracts, business operations, business plans and financial affairs; employees and other personnel; vendors and customers; marketing plans and strategies; processes, compensation formulas, methods and specifications; and information technology network. Additionally, the fact of the Parties discussions regarding a potential business relationship shall be deemed Confidential Information subject to the protections of this Agreement. Confidential Information may be either the property of the Disclosing Party or information provided to the Disclosing Party by a third party.\n4. Disclosure and Protection of Confidential Information. The Receiving Party shall (i) hold all Confidential Information in confidence, and shall not disclose Confidential Information except as expressly permitted under the terms of this Agreement and (ii) use Confidential Information only for the NDA Purpose and for no other purpose without the prior written consent of the Disclosing Party.\n5. Scope and Term of Agreement. This Agreement pertains to all Confidential Information that is disclosed or otherwise made available by the Disclosing Party or its Affiliates to the Receiving Party in connection with the NDA Purpose, whether prior to or during the term of this Agreement. The term of this Agreement shall commence as of the Effective Date set forth below and shall continue for a period of twelve (12) months thereafter.\n6. Limitation on Obligations. The obligations of the Receiving Party with respect to the Disclosing Party\u2019s Confidential Information shall not apply with respect to any Confidential Information to the extent the Receiving Party can demonstrate that such Confidential Information: (a) is generally known to the public at the time of disclosure or becomes generally known through no breach of this Agreement; (b) is in the Receiving Party\u2019s rightful possession at the time of disclosure without an obligation to hold it in confidence; (c) becomes known to the Receiving Party without obligation of confidence through disclosure by a third party having the legal right to disclose such information; (d) is independently developed by the Receiving Party without access or reference to, or reliance upon, the Confidential Information; or (e) is or becomes disclosed through the ordinary course of the NDA Purpose or as an element of any marketing plan intended to be released in the public domain or to targeted geographic public domain.\n7. Return of Documents. The Receiving Party shall, upon the written request of the Disclosing Party, return to the Disclosing Party or, at the Disclosing Party\u2019s direction, destroy all documents and any and all other tangible manifestations of Confidential Information received or created by the Receiving Party pursuant to this Agreement (and all copies and reproductions thereof).\nAAGEX FREIGHT GROUP, LLC AGENT CANDIDATE\nSignature: Mike Williams Signature:\nDate: Date: ___________________________\n", "spans": [ [ 0, 31 ], [ 32, 145 ], [ 145, 190 ], [ 191, 372 ], [ 372, 470 ], [ 470, 471 ], [ 472, 487 ], [ 487, 671 ], [ 671, 1027 ], [ 1027, 1182 ], [ 1183, 1212 ], [ 1212, 1402 ], [ 1402, 1517 ], [ 1517, 1697 ], [ 1697, 2113 ], [ 2113, 2294 ], [ 2294, 2435 ], [ 2436, 2494 ], [ 2494, 2520 ], [ 2520, 2689 ], [ 2689, 2831 ], [ 2832, 2864 ], [ 2864, 3122 ], [ 3122, 3270 ], [ 3271, 3301 ], [ 3301, 3551 ], [ 3551, 3678 ], [ 3678, 3804 ], [ 3804, 3967 ], [ 3967, 4104 ], [ 4104, 4303 ], [ 4304, 4328 ], [ 4328, 4686 ], [ 4687, 4727 ], [ 4728, 4753 ], [ 4753, 4763 ], [ 4764, 4776 ], [ 4776, 4803 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 14 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 10, 11, 12, 13 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 25, 29 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 32 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 25, 28 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 18, 20 ] } } } ], "document_type": "search-pdf", "url": "https://agxfreight.com/wp-content/uploads/2017/11/MutualNDA_Website.pdf" }, { "id": 168, "file_name": "MutualNonDisclosureAgreement0104.pdf", "text": " MUTUAL NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (\u201cAgreement\u201d), effective, _____________________ is between INCENTIA DESIGN SYSTEMS, INC. located at 2620 Augustine Dr., Ste 200 Santa Clara, CA 95054, (\u201cIncentia\u201d), and located at: _________________________________________________ (\u201cCompany\u201d).\n1. \"Proprietary Information\" will include any and all technical, engineering, scientific, financial, marketing and/or competitive information or data, including but not limited to formulas, databases, schematics, circuit designs, cell libraries, processes, know-how, methodologies, inventions, algorithm, techniques, ideas, software, documentation, trade secrets, projections, licenses, marketing and product development plans, and any other information of a similar nature whether disclosed orally or in writing, or through observation, examination or use, specifically:\nSOFTWARE:___________________________________________________________________________________\nEach party agrees to maintain the confidentiality of such Proprietary Information and to not use, disclose, publish or disseminate it in any manner not consistent with this Agreement. In addition to any other remedies, which may be available, Owner shall be entitled to seek injunctive relief to enforce the terms of this Agreement.\n2. \u201cOwner\u201d means the party who discloses Proprietary Information. \u201cRecipient\u201d means the party who receives Proprietary Information of or from the Owner. Owner warrants that it has the right to disclose the Proprietary Information to Recipient. All information is provided \"AS IS\" without any warranty regarding its accuracy or performance and will remain the property of the Owner and/or its licensors. No license or other rights to Proprietary Information are granted or implied under this Agreement.\n3. The Proprietary Information will be marked by the Owner as confidential at the time of disclosure. If Proprietary Information is disclosed orally, electronically or without any marking, Owner will identify it as confidential at the time of disclosure and will provide a written confirmation to Recipient within thirty days of disclosure that such information is confidential. The parties\u2019 obligations with respect to Proprietary Information shall continue for a period of three (3) years after the termination of this Agreement.\n4. For Proprietary Information received from the disclosing party, the Recipient agrees to:\na. hold it in confidence with the same degree of care with which it protects its own confidential and proprietary information, but at least reasonable care;\nb. restrict disclosure of it only to its employees, agents and contractors with a need to know basis and advise those persons of their obligations to keep it confidential;\nc. except for the purposes of this Agreement, not copy or duplicate, or knowingly allow anyone else to copy or duplicate it;\nd. not publish, disclose or make available any benchmark or testing results without the written consent of both parties; and\ne. on request or upon termination of this Agreement, promptly return all Proprietary Information in a tangible form or certify that such Proprietary Information is destroyed.\n5. Obligations of parties under this Agreement shall not apply to information which:\na. was already in the public domain when disclosed; or subsequently falls into the public domain other than through disclosure by the Recipient; or disclosed by the Recipient with the written approval of the Owner;\nb. was already in the possession of or known by the Recipient free of any obligation at the time disclosed to Recipient;\nc. becomes known to the Recipient from a source other than the Owner without breach of this Agreement by the Recipient;\nd. is developed independently by the Recipient without use of the Owner\u2019s Proprietary Information; or\ne. is disclosed pursuant to judicial or governmental order, provided that the Recipient notifies the Owner so that an adequate opportunity is given to respond to such order.\n6. This Agreement will bind both parties\u2019 affiliates, subsidiaries, successors and assigns. Recipient certifies that no Proprietary Information, or any part of it will be exported to any country in violation of the export laws and regulations of the United States government. If any portion of this Agreement is determined to be invalid or unenforceable, the remainder will be in effect. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Any modifications to this Agreement must be made in writing and must be signed by both parties. This Agreement will be governed by the laws of the State of California.\nCompany: ____________________________________\nIncentia Design Systems, Inc.\nBy: ___________________________________________ By: __________________________________________\nName: ________________________________________ Name: ________________________________________\nTitle: _________________________________________ Title: _________________________________________\nDate: _________________________________________ Date: _________________________________________\n", "spans": [ [ 0, 1 ], [ 1, 32 ], [ 33, 89 ], [ 89, 294 ], [ 294, 306 ], [ 307, 878 ], [ 879, 971 ], [ 972, 1156 ], [ 1156, 1304 ], [ 1305, 1371 ], [ 1371, 1458 ], [ 1458, 1549 ], [ 1549, 1708 ], [ 1708, 1806 ], [ 1807, 1909 ], [ 1909, 2186 ], [ 2186, 2338 ], [ 2339, 2430 ], [ 2431, 2587 ], [ 2588, 2759 ], [ 2760, 2884 ], [ 2885, 3009 ], [ 3010, 3184 ], [ 3185, 3269 ], [ 3270, 3484 ], [ 3485, 3605 ], [ 3606, 3725 ], [ 3726, 3827 ], [ 3828, 4001 ], [ 4002, 4094 ], [ 4094, 4278 ], [ 4278, 4390 ], [ 4390, 4539 ], [ 4539, 4635 ], [ 4635, 4706 ], [ 4707, 4716 ], [ 4716, 4752 ], [ 4753, 4782 ], [ 4783, 4787 ], [ 4787, 4831 ], [ 4831, 4835 ], [ 4835, 4877 ], [ 4878, 4884 ], [ 4884, 4925 ], [ 4925, 4931 ], [ 4931, 4971 ], [ 4972, 4979 ], [ 4979, 5021 ], [ 5021, 5028 ], [ 5028, 5069 ], [ 5070, 5076 ], [ 5076, 5118 ], [ 5118, 5124 ], [ 5124, 5165 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 17, 22 ] }, "nda-15": { "choice": "Entailment", "spans": [ 13 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 5 ] }, "nda-1": { "choice": "Entailment", "spans": [ 14, 15 ] }, "nda-19": { "choice": "Entailment", "spans": [ 16 ] }, "nda-12": { "choice": "Entailment", "spans": [ 23, 27 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 5, 15 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 17, 19 ] }, "nda-17": { "choice": "Entailment", "spans": [ 17, 20 ] }, "nda-8": { "choice": "Entailment", "spans": [ 23, 28 ] }, "nda-13": { "choice": "Entailment", "spans": [ 23, 26 ] }, "nda-5": { "choice": "Entailment", "spans": [ 17, 19 ] }, "nda-4": { "choice": "Entailment", "spans": [ 7 ] } } } ], "document_type": "search-pdf", "url": "http://www.incentia.com/support/MutualNonDisclosureAgreement0104.pdf" }, { "id": 169, "file_name": "Mutual_Nondisclosure_Agreement.pdf", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement (this \u201cAgreement\u201d) is made and entered into as of this ____ day of , 20 ________ (\u201cEffective Date\u201d) by and between , a corporation having a principal place of business at (\u201cCompany\u201d) and Northeastern University, a non-profit Massachusetts educational corporation located at 360 Huntington Avenue, Boston MA 02115 (\u201cNU\u201d). \u201d). NU and Company referred herein individually as a \u201cParty\u201d and collectively, as the \u201cParties\u201d.\nWHEREAS, the Parties may enter into discussion and transactions regarding a collaborative project for the purpose of [add description of the purpose] (the \u201cPurpose\u201d)\nWHEREAS, solely in connection with the Purpose the Parties wish for their mutual benefit, to disclose to each other Confidential Information (defined below); and\nWHEREAS, the Parties wish to set forth the conditions and obligations which will govern the access, use, duplication and disclosure of any Confidential Information that one party (the \u201cDisclosing Party\u201d may disclose to the other party (the \u201cRecipient\u201d).\nNOW THEREFORE, to enable the Parties to proceed with these discussions and in consideration of the mutual covenants, premises and agreements contained herein, the Parties hereto hereby agree as follows:\n:\n1. Confidential Information. \u201cConfidential Information\u201d means all the information of the Disclosing Party furnished or made available, orally, in writing, by electronic means, or by inspection, at any time on and after the Effective Date regarding the Disclosing Party or its business plans, processes, technology, data, material, documents regarding the infrastructure, businesses, assets, liabilities, financial conditions, operations, identity of personnel, intellectual property (including, without limitation, trade secrets), Personal Data (defined below) and other related or its similar information provided in all cases such information is marked conspicuously with a confidentiality or a substantially similar legend in accordance with Section 4 of this Agreement.\nFor purposes of this Agreement, \u201cPersonal Data\u201d shall mean any and all personally identifiable information, in any form or media, about current or former NU faculty members, employees, students, prospective students, and other persons associated with NU. Personal Data includes, without limitation, (i) an individual\u2019s social security number, bank or other financial account numbers, credit or debit card numbers, driver\u2019s license number, passport number, other government-issued identification numbers, biometric data, health and medical information, and data about the individual obtained through a Project; (ii) financial information, employee benefits information, education records, NU identification numbers; and (iii) any additional categories of information about individuals that NU from time to time designates in writing as Personal Data.\nExclusions. Notwithstanding the foregoing, \u201cConfidential Information\u201d shall not include the following types of information if the Recipient establishes by competent proof that the information: (i) is now or subsequently becomes generally available to the public without a breach of this Agreement by the Recipient; (ii) was known to or rightfully in the possession of the Recipient prior to the date of disclosure of such Confidential Information; (iii) is developed by the Recipient independent of the disclosure made under this Agreement; (iv) is supplied to the Recipient by a third party without restriction on such disclosure; or (v) is required to be disclosed pursuant to a valid subpoena, court order or other requirement(s) of applicable law, provided, however, that the foregoing exceptions to Confidential Information shall not apply to Personal Data. Notwithstanding the foregoing, Confidential Information shall not be deemed to be available to the public or in the possession of the Recipient merely because it is embraced by more general information so available or in the possession of the Recipient. If the Recipient will disclose Confidential Information of the Disclosing Party pursuant to a judicial or United States governmental action, the Recipient shall make reasonable efforts to notify the Disclosing Party prior to complying with such action.\n2. Purpose. The Recipient shall use the Confidential Information provided by the Disclosing Party solely for the Purpose and for no other purpose. As used herein, _______________________ and NU shall include, individually and collectively, their respective officers, directors, consultants, employees and associated researchers, provided, however, that NU shall not include its students.\n3. Duty. The Recipient shall not disclose the Confidential Information of the Disclosing Party to any third party nor access or use such Confidential Information other than solely for the Purpose. In all cases, the Recipient shall use reasonable measures that are at least as stringent as those used by the Recipient to protect its own information of a similar nature (and in no event shall the Recipient use less than reasonable measures) to keep confidential and safeguard from theft loss and/or unpermitted uses the Confidential Information disclosed to Recipient. In addition, the Recipient shall limit access to Confidential Information to those officers, directors, employees and associated researchers within the Recipient's organization who reasonably require access to the Confidential Information for carrying out the Purpose and who have agreed to maintain the Confidential Information in confidence. The fact that discussions or negotiations are taking place concerning the Purpose, including without limitation the status or termination thereof, and any terms, conditions or other facts with respect to the Purpose (including, but not limited to, the existence and terms of this Agreement) are Confidential Information subject to the confidentiality requirements set forth herein. Recipient shall implement and maintain appropriate security measures for Personal Data which shall be at least as protective of the confidentiality of such information as the safeguards for personal information set forth under applicable federal, state and local law.\n4. Identification of Confidential Information. Confidential Information disclosed hereunder shall be disclosed in written, electronic or other permanent form and shall be prominently identified as confidential using an appropriate legend, marking stamp, or other clear and conspicuous written identification which unambiguously indicates that the information being provided is the Disclosing Party's Confidential Information. If Confidential Information is disclosed in other than written or other permanent form, it shall be considered Confidential Information as of the time of original disclosure if: i) the Disclosing Party identifies it as Confidential Information at the time of the original disclosure and ii) within thirty (30) days of the non-written disclosure, the Disclosing Party reduces the information to written or other permanent form, clearly identifying the information confidential as indicated above, and transmits it to the Recipient, referencing the place and date of such oral disclosure and identifying the name(s) of the employees or officers of the Recipient to whom it was made. The rights and obligations provided by this Agreement shall take precedence over specific legends or statements associated with Confidential Information when received.\n5. Notices. Any reproduction by either party of the other party\u2019s Confidential Information permitted under this Agreement shall contain any and all confidential notices or legends which appear on the original, unless otherwise authorized in writing by the Disclosing Party.\n6. Ownership. Recipient affirms and agrees that all rights, titles and interests in and to the Confidential Information of the Disclosing Party are and shall remain at all times the sole property of the Disclosing Party. Nothing in this Agreement or the disclosure of Confidential Information expressly or implicitly grants or confers on Recipient any right, title or interest in or to the Confidential Information or other property of the Disclosing Party other than the limited rights to receive, access, possess and use such information solely for the Purpose in accordance with this Agreement.\n7. Export Control. Company shall not provide any export controlled information, materials, technology to NU, in any form, without prior written notice to NU of Company\u2019s desire to share export controlled information, and written consent from NU to accept such information. Notice to the University shall include the proper export classification and a reference the applicable export control laws and regulations. Company shall indemnify and hold harmless NU and its faculty, employees, student, agents and representatives against any and all claims, damages, losses, or costs arising out of Company\u2019s breach of this Section 7.\n8. CREATE Act. This Agreement is not a joint research agreement under the CREATE Act and the Recipient shall not invoke the CREATE Act during patent examination to overcome prior art rejections.\n9. Contact. The exclusive point of contact with respect to the transmission and control of Confidential Information disclosed hereunder is designated by the respective Parties as follows:\nNortheastern University:\n Company:\nEach Party may change its designees by written notice to the other.\n10. Notice. Should the Recipient become aware of any breach or threatened breach of this Agreement, the Recipient agrees to promptly notify the Disclosing Party in writing and, in addition to the other rights set forth in this Agreement, the Disclosing Party shall have the right to immediately terminate this Agreement.\n11. Representations & Warranties. Each Party represents and warrants that (i) it has the authority to enter into this Agreement, (ii) it is not a party to any agreement with any third party which prohibits it from fulfilling its obligations under this Agreement and (iii) this Agreement, when executed and delivered, shall be a valid and binding obligation on such Party, enforceable in accordance in its terms. , The disclosure of Confidential Information shall not constitute any representation, warranty, assurance, or guarantee, with respect to non-infringement of any patent or other proprietary rights of others. NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES AS TO THE COMPLETENESS, ACCURACY, MERCHANTABILITY OR FITNESS FOR USE FOR ANY PURPOSE OF THE INFORMATION DISCLOSED UNDER THIS AGREEMENT, WHICH IS DELIVERED \u201cAS IS\u201d. EXCEPT AS SET FORTH IN SECTION 7 OF THIS AGREEMENT AND IN THE CASES OF FRAUD OR WILLFUL MISCONDUCT, THE DISCLOSING PARTY SHALL HAVE NO LIABILITY FOR ANY DIRECT OR INDIRECT DAMAGES WHICH MAY ARISE FROM THE RECIPIENT\u2019S POSSESSION OR USE OF SUCH INFORMATION.\n12. Costs and Expense. Each party shall bear its own costs incurred under or in connection with this Agreement. Nothing in this Agreement shall be construed as an obligation by either party to enter into a contract, subcontract, or other business relationship with or grant additional rights to the other party.\n13. Term; Non-disclosure obligation. The term of this Agreement shall be one (1) year from the Effective Date. This Agreement may be terminated by either party upon thirty (30) days prior written notice to the other party. Termination or expiration of this Agreement shall not relieve either party of its obligations hereunder to maintain in confidence and not to use Confidential Information received hereunder for a period of three (3) years from the date of receipt thereof.\n14. Effect of Expiration or Termination. Upon expiration or termination of this Agreement, the Recipient shall cease use of all Confidential Information furnished hereunder and shall, upon written direction of the Disclosing Party, return to the Disclosing Party, or destroy, all such Confidential Information, together with all copies made thereof by the Recipient. Upon request, the Recipient shall send the Disclosing Party a certificate confirming the destruction or return of all Confidential Information delivered hereunder. Notwithstanding the other provisions of this Section, Recipient may retain one copy of such Confidential Information for archival purposes only and such Confidential Information shall remain subject to this Agreement in accordance with the terms and conditions of this Agreement,.\n15. No Assignment. This Agreement, and the rights and obligations hereunder, may not be transferred or assigned by either party without the prior written consent of the other party.\n16. Governing Law; Severability. The validity, interpretation, and effect of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. The Parties hereby expressly consent to the exclusive personal jurisdiction of the state and federal courts located in the Commonwealth of Massachusetts for any dispute arising from or relating to this Agreement. If any term or condition of this Agreement shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby, and each remaining term or condition hereof shall be valid and enforced to the fullest extent permitted by law. In the event such determination prevents the accomplishment of the purpose of this Agreement, the invalid provision shall be restated to conform with applicable law and to reflect as nearly as possible the original intention of the Parties.\n17. Entire Agreement; Amendment. This Agreement constitutes the entire understanding of the Parties relating to the subject matter hereof and supersedes all prior negotiations, commitments and understandings, written or oral, with respect thereto. This Agreement may be executed by facsimile or electronic transmission in one or more counterparts, each of which shall be deemed an original and all counterparts will constitute one and the same agreement. No variation, amendment or other modification of this Agreement or waiver of any terms or provisions hereof shall be deemed valid unless in writing and signed by authorized representatives of both Parties.\n18. Interpretation. In the Agreement, unless the context otherwise requires, words describing the singular number shall include the plural and vice versa, and words denoting any gender shall include all genders, and words denoting natural persons shall include corporations and partnerships and vice versa. Whenever the words \u201cinclude,\u201d \u201cincludes,\u201d or \u201cincluding\u201d are used in the Agreement, they shall be understood to be followed by the words \u201cwithout limitation.\u201d The words \u201chereof,\u201d \u201cherein,\u201d and \u201chereunder,\u201d and words of similar import, when used in the Agreement refer to the Agreement as a whole and not to any particular provision of the Agreement unless otherwise specified. All terms used herein with initial capital letters have the meanings ascribed to them herein, and all terms defined in the Agreement shall have such defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. The definitions contained in the Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument, or statute defined or referred to herein, or in any agreement or instrument that is referred to herein, means such agreement, instrument, or statute as from time to time amended, modified, or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. The headings used in this Agreement are merely for reference and impose no obligation nor have any substantive significance. Each of the Parties has participated in the drafting and negotiation of the Agreement. If any ambiguity or question of intent or interpretation arises, the Agreement must be construed as if it is drafted by all the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of authorship of any of the provisions of the Agreement.\nIN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in duplicate originals by their authorized representatives.\nNORTHEASTERN UNIVERSITY COMPANY\nBy: By:\nName: Name:\nTitle: Title:\nDate: Date:\n", "spans": [ [ 0, 31 ], [ 32, 486 ], [ 487, 652 ], [ 653, 814 ], [ 815, 1068 ], [ 1069, 1271 ], [ 1272, 1273 ], [ 1274, 1303 ], [ 1303, 2047 ], [ 2048, 2303 ], [ 2303, 2347 ], [ 2347, 2658 ], [ 2658, 2767 ], [ 2767, 2897 ], [ 2898, 2910 ], [ 2910, 3091 ], [ 3091, 3213 ], [ 3213, 3346 ], [ 3346, 3439 ], [ 3439, 3533 ], [ 3533, 3761 ], [ 3761, 4015 ], [ 4015, 4267 ], [ 4268, 4280 ], [ 4280, 4415 ], [ 4415, 4431 ], [ 4431, 4655 ], [ 4656, 4665 ], [ 4665, 4853 ], [ 4853, 5224 ], [ 5224, 5568 ], [ 5568, 5950 ], [ 5950, 6217 ], [ 6218, 6265 ], [ 6265, 6644 ], [ 6644, 6822 ], [ 6822, 6931 ], [ 6931, 7325 ], [ 7325, 7492 ], [ 7493, 7505 ], [ 7505, 7766 ], [ 7767, 7781 ], [ 7781, 7988 ], [ 7988, 8364 ], [ 8365, 8384 ], [ 8384, 8638 ], [ 8638, 8778 ], [ 8778, 8991 ], [ 8992, 9007 ], [ 9007, 9186 ], [ 9187, 9199 ], [ 9199, 9374 ], [ 9375, 9399 ], [ 9400, 9401 ], [ 9401, 9409 ], [ 9410, 9477 ], [ 9478, 9490 ], [ 9490, 9798 ], [ 9799, 9833 ], [ 9833, 9873 ], [ 9873, 9928 ], [ 9928, 10065 ], [ 10065, 10213 ], [ 10213, 10418 ], [ 10418, 10685 ], [ 10685, 10940 ], [ 10941, 10964 ], [ 10964, 11053 ], [ 11053, 11252 ], [ 11253, 11290 ], [ 11290, 11364 ], [ 11364, 11476 ], [ 11476, 11730 ], [ 11731, 11772 ], [ 11772, 12098 ], [ 12098, 12262 ], [ 12262, 12542 ], [ 12543, 12562 ], [ 12562, 12724 ], [ 12725, 12758 ], [ 12758, 12918 ], [ 12918, 13131 ], [ 13131, 13454 ], [ 13454, 13694 ], [ 13695, 13728 ], [ 13728, 13943 ], [ 13943, 14150 ], [ 14150, 14355 ], [ 14356, 14376 ], [ 14376, 14663 ], [ 14663, 14822 ], [ 14822, 15040 ], [ 15040, 15322 ], [ 15322, 15519 ], [ 15519, 15983 ], [ 15983, 16108 ], [ 16108, 16195 ], [ 16195, 16481 ], [ 16482, 16615 ], [ 16616, 16647 ], [ 16648, 16655 ], [ 16656, 16667 ], [ 16668, 16681 ], [ 16682, 16693 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 74 ] }, "nda-15": { "choice": "Entailment", "spans": [ 42, 43 ] }, "nda-10": { "choice": "Entailment", "spans": [ 31 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 8 ] }, "nda-1": { "choice": "Entailment", "spans": [ 8, 34, 35, 36, 37 ] }, "nda-19": { "choice": "Entailment", "spans": [ 72 ] }, "nda-12": { "choice": "Entailment", "spans": [ 15, 18 ] }, "nda-20": { "choice": "Entailment", "spans": [ 76 ] }, "nda-3": { "choice": "Entailment", "spans": [ 8, 35, 36, 37 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 22 ] }, "nda-13": { "choice": "Entailment", "spans": [ 15, 19 ] }, "nda-5": { "choice": "Entailment", "spans": [ 30 ] }, "nda-4": { "choice": "Entailment", "spans": [ 24, 28 ] } } } ], "document_type": "search-pdf", "url": "http://www.northeastern.edu/general-counsel/docs/Mutual_Nondisclosure_Agreement.pdf" }, { "id": 170, "file_name": "NCDG_Non-disclosure-agreement.pdf", "text": "NON - DISCLOSURE AGREEMENT\nThis Agreement made on this _____ day of __________, ______ (the \u2018Effective Date\u2019)\nBETWEEN:\nThe HoG, Centre for Data Governance, NIC, here in after referred to as NCDG, (which shall unless exclude by or repugnant to the context be deemed to include his/her successor in office or assigned) of the FIRST PART.\nAnd\nBetween The HEAD OF USER DEPARTMENT, here in after referred to as USER DEPARTMNET (which expression shall unless exclude by or repugnant to the context be deemed to include his/her successor in office or assigned) of the SECOND PART.\nUSER DEPARTMENT and NCDG hereinafter collectively referred to as the \u201cParties\u201d and individually referred to as the \u201cParty\u201d as per the context.\nI. Background:\n1. The Parties are, or will be, evaluating, discussing and negotiating a potential contractual relationship concerning the ___________________________________________ ________________ ________________ ___________ (the \u2018Project\u2019).\n2. The Parties may, in these evaluations, discussions and negotiations, disclose to each other information that is technically and /or commercially confidential.\n3. The Parties have agreed that disclosure and use of such technical and/or commercial confidential information shall be made and on the terms and conditions of this Agreement.\nNow it is agreed as follows:\nII. Definitions:\nIn this Agreement the following terms shall, unless the context otherwise requires, have the following meanings:\n1. \u2018Disclosing Party\u2019 means the Party disclosing Confidential Information to the other Party under this Agreement.\n2. \u2018Receiving Party\u2019 means the Party receiving Confidential Information from the other Party under this Agreement.\n3. \u2018Confidential Information\u2019 means any information or sensitive data , which shall include but is not limited to, design, fabrication & assembly drawings, know-how, processes, product specifications, raw materials, trade secrets, market opportunities, or business or financial affairs of the Parties or their customers, product samples, inventions, concepts and any other technical and/or commercial information, disclosed directly or indirectly and in any form\nwhatsoever (including, but not limited to, disclosure made in writing, oral or in the form of samples, models, computer programs, drawings or other instruments) furnished by the Disclosing Party to the Receiving Party under this Agreement.\n4. Such Confidential Information shall also include but shall not be limited to:\na) information disclosed by the Disclosing Party in writing marked as confidential at the time of disclosure;\nb) information disclosed by the Disclosing Party orally which is slated to be confidential at the time of disclosure;\nc) information disclosed in any other manner is designated in writing as Confidential Information at the time of disclosure; or\nd) notwithstanding sub-clauses a,b & c of this definition, any information whose nature makes it obvious that it is confidential.\ne) Such Confidential Information shall not include any information which:is, at the time of disclosure, publicly known; or\nf) becomes at a later date, publicly available otherwise than a wrongful act or negligence or breach of this Agreement of or by the Receiving Party; or\ng) the Receiving Party can demonstrate by its written records was in its possession, or known to the Receiving Party, before receipt under this Agreement, and which was not previously acquired under an obligation of confidentiality; or\nh) is legitimately obtained at any time by the Receiving Party from a third party without restrictions in respect of disclosure or use; or\ni) the Receiving Party can demonstrate to the satisfaction of the Disclosing Party, has been developed independently of its obligations under this Agreement and without access to the Confidential Information.\nj) \u2018Purpose\u2019 means the evaluations, discussions, negotiations and execution regarding a contractual relationship between the Parties in respect of the Project defined in paragraph (i) of the Background section.\nk) \u2018Affiliate\u2019 means any legal entity which, at the time of disclosure to it on any `Confidential Information, is directly or indirectly controlling, controlled by or under common control with any of the Parties.\nl) \u2018Contemplated Agreement\u2019 means any future legally binding Agreement between the Parties in respect of the Project envisaged under this Agreement.\nIII. Non-Disclosure of Confidential Information:\n1. In consideration of the disclosure of Confidential Information by the Disclosing Party to the Receiving Party solely for the Purpose, the Receiving Party undertakes whether by itself, its successors and heirs, not to disclose Confidential Information to any third party, unless in accordance with Clause 4.\n2. In addition to the undertaking in Clause 2.1, the Receiving Party shall be liable for:\n3. any loss, theft or other inadvertent disclosure of Confidential Information, and\n4. any unauthorized disclosure of Confidential Information by persons (including, but not limited to, present and former employees) or entities to whom the Receiving Party under this Agreement has the right to disclose Confidential Information, except where, the Receiving Party has used the same degree of care in safeguarding such Confidential Information as it uses for its own Confidential Information of like importance and in no event less than a reasonable degree of care; and upon becoming aware of such inadvertent or unauthorized disclosure the Receiving Party has promptly notified the Disclosing Party thereof and taken all reasonable measures to mitigate the effects of such disclosure and to prevent further disclosure.\n5. The Receiving Party understands and agrees that:\n6. any information known only to a few people to whom it might be of commercial interest and not generally known to the public is not public knowledge;\n7. a combination of two or more parts of the Confidential Information is not public knowledge merely because each part is separately available to the public.\n8. The Receiving Party acknowledges the technical, commercial and strategic value of the Confidential Information to the Disclosing Party and understands that unauthorized disclosure of such Confidential Information will be injurious to the Disclosing Party.\n9.Use of Confidential Information:\nThe Receiving Party is entitled to use the Confidential Information but only for the Purpose.\nIV. Permitted Disclosure of Confidential Information:\n1.The Receiving Party may disclose in confidence Confidential Information to any of its Affiliates and employees, in which event the Affiliate and employee shall be entitled to use the Confidential Information but only to the same extent the Receiving Party is permitted to do so under this Agreement. The Receiving Party agrees that such Affiliates or employees are subject to confidentiality obligations no less restrictive than those of this Agreement.\n2.The Receiving Party shall limit the dissemination of Confidential Information of its Affiliates and employees having a need to receive such information to carry out the Purpose.\n3.The Receiving Party may disclose Confidential Information to its consultants, contractors, sub-contractors, agents or similar persons and entities having a need to receive such information to carry out the Purpose on the prior written consent of the Disclosing Party. In the event that the Disclosing Party gives such consents, the Receiving Party agrees that such individuals are subject to confidentiality obligations no less restrictive than those of this Agreement.\n4.Notwithstanding Clause 2.1, the Receiving Party shall not be prevented from disclosing Confidential Information, where (i) such disclosure is in response to a valid order of a court or any other governmental body having jurisdiction over this Agreement or (ii) such disclosure is otherwise required by law, provided that the Receiving Party, to the extent possible, has first given prior written notice to the Disclosing Party and made reasonable efforts to protect the Confidential Information in connection with such disclosure.\nV. Copying and Return of Furnished Instruments:\n1.The Receiving Party shall not be entitled to copy samples, models, computer programs, drawings, documents or other instruments furnished by the Disclosing Party hereunder and containing Confidential Information, unless and to the extent it is necessary for the Purpose.\n2.All samples, models, computer programs, drawings, documents and other instruments furnished hereunder and containing Confidential Information shall remain the Disclosing Party\u2019s property.\n3. At any time upon request from the Disclosing Party or upon the conclusion of the Purpose or expiry of this Agreement, the Receiving Party, at its own cost, will return or procure the return, promptly and in any event within 14 days of receipt of such request, of each and every copy of Confidential Information given by the Disclosing Party, and satisfy the Disclosing Party that it no longer holds any further Confidential Information.\nVI. Non-Disclosure of Negotiations:\nExcept as provided in Clause 4, each Party agrees that it will not, without the other Party\u2019s prior written approval, disclose to any third party the fact that the Parties are discussing the Project. The Parties acknowledge that the provisions of this Agreement shall apply in respect of the content of any such discussions. The undertaking set forth in this Clause 7 shall survive the termination of this Agreement.\nVII. Term and Termination:\n1. This Agreement shall become effective on the Effective Date. The provisions of this Agreement shall however apply retroactively to any Confidential Information, which may have been disclosed in connection with discussions and negotiations regarding the Project prior to the Effective Date.\n2. This Agreement shall remain in force for five (5) years from the Effective Date, except to the extent this Agreement is superseded by stipulations of the Contemplated Agreement.\n3. The rights and obligations of each Party with respect to all Confidential Information of the other Party that is received under this Agreement shall remain in effect for a period of five (5) years from the date of disclosure of Confidential Information.\nVIII. Intellectual Property Rights:\nAll Confidential Information disclosed herein shall remain the sole property of the Disclosing Party and the Receiving Party shall obtain no right thereto of any kind by reason of this Agreement.\nIX. Future Agreements:\nNothing in this Agreement shall obligate either Party to enter into any further Agreements.\nX. Amendments:\nAny amendment to this Agreement shall be agreed in writing by both Parties and shall refer to this Agreement.\nXI. Severance:\nIf any term or provision in this Agreement is held to be either illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement, but the validity and enforceability of the remainder of this Agreement shall not be affected.\nXII. Governing Law:\nThis Agreement shall be governed by and construed in accordance with the laws of India and in any dispute arising out of or relating to this agreement, the Parties submit to the exclusive jurisdiction of the Courts situated at Delhi, India.\nXIII. General:\n1. Upon 45 days written notice, the Disclosing Party may audit the use of the programs, materials, marketing materials, services, and such additional disclosed resources. The Receiving Party agrees to co-operate with the Disclosing Party\u2019s audit and to provide reasonable assistance and access to information.\n2. The Disclosing Party shall not have any liability to the Receiving Party for any claims made by third parties arising out of their use of the Disclosing Party\u2019s trademarks (including \u201cLogo\u201d) or marketing materials. The Receiving Party agrees to indemnify the Disclosing Party for any loss, liability, damages, cost or expense (including attorney\u2019s fees) arising out of any claims, which may be made against the Disclosing Party arising out of their use of the Logo or marketing materials where such claim relates to their activities, products or services. Notwithstanding above, the Receiving Party shall have no obligation to indemnify the Disclosing Party with respect to a claim of trademark or copyright infringement based upon their use of the Logo or marketing materials, as expressly permitted under this Agreement.\n3. The Receiving Party shall disclose of any similar agreements explicit or otherwise, for similar purpose/application with in its own organization, or any other third party.\n4. In the event of a breach or threatened breach by the Receiving Party of any provisions of this Agreement, the Disclosing Party, in addition to and not in limitation of any other rights, remedies or damages available to the Disclosing Party at law or in equity, shall be entitled to a temporary restraining order / preliminary injunction in order to prevent or to restrain any such breach by the Receiving Party, or by any or all persons directly or indirectly acting for, on behalf of, or with the Receiving Party.\nIN WITNESS WHEREOF, this Agreement was duly executed on behalf of the Parties on the day and year first above written.\nFor and on behalf of For and on behalf of\nSign : _____________________ Sign : _____________________\nName : Name :\nTitle : Title :\n", "spans": [ [ 0, 26 ], [ 27, 109 ], [ 110, 118 ], [ 119, 335 ], [ 336, 339 ], [ 340, 573 ], [ 574, 716 ], [ 717, 731 ], [ 732, 899 ], [ 899, 916 ], [ 916, 933 ], [ 933, 961 ], [ 962, 1123 ], [ 1124, 1300 ], [ 1301, 1329 ], [ 1330, 1346 ], [ 1347, 1459 ], [ 1460, 1574 ], [ 1575, 1689 ], [ 1690, 2152 ], [ 2153, 2392 ], [ 2393, 2414 ], [ 2414, 2473 ], [ 2474, 2583 ], [ 2584, 2701 ], [ 2702, 2829 ], [ 2830, 2959 ], [ 2960, 2981 ], [ 2981, 3082 ], [ 3083, 3234 ], [ 3235, 3470 ], [ 3471, 3609 ], [ 3610, 3818 ], [ 3819, 3999 ], [ 3999, 4029 ], [ 4030, 4242 ], [ 4243, 4391 ], [ 4392, 4440 ], [ 4441, 4750 ], [ 4751, 4840 ], [ 4841, 4924 ], [ 4925, 5658 ], [ 5659, 5710 ], [ 5711, 5862 ], [ 5863, 6020 ], [ 6021, 6279 ], [ 6280, 6282 ], [ 6282, 6314 ], [ 6315, 6408 ], [ 6409, 6462 ], [ 6463, 6465 ], [ 6465, 6765 ], [ 6765, 6918 ], [ 6919, 7098 ], [ 7099, 7101 ], [ 7101, 7369 ], [ 7369, 7570 ], [ 7571, 7589 ], [ 7589, 7692 ], [ 7692, 7829 ], [ 7829, 8103 ], [ 8104, 8151 ], [ 8152, 8154 ], [ 8154, 8423 ], [ 8424, 8613 ], [ 8614, 9053 ], [ 9054, 9089 ], [ 9090, 9290 ], [ 9290, 9415 ], [ 9415, 9506 ], [ 9507, 9533 ], [ 9534, 9598 ], [ 9598, 9826 ], [ 9827, 10007 ], [ 10008, 10264 ], [ 10265, 10300 ], [ 10301, 10496 ], [ 10497, 10519 ], [ 10520, 10611 ], [ 10612, 10626 ], [ 10627, 10736 ], [ 10737, 10741 ], [ 10741, 10751 ], [ 10752, 11090 ], [ 11091, 11096 ], [ 11096, 11110 ], [ 11111, 11351 ], [ 11352, 11358 ], [ 11358, 11366 ], [ 11367, 11538 ], [ 11538, 11676 ], [ 11677, 11895 ], [ 11895, 12236 ], [ 12236, 12502 ], [ 12503, 12677 ], [ 12678, 13195 ], [ 13196, 13314 ], [ 13315, 13356 ], [ 13357, 13364 ], [ 13364, 13386 ], [ 13386, 13393 ], [ 13393, 13414 ], [ 13415, 13428 ], [ 13429, 13444 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 65 ] }, "nda-15": { "choice": "Entailment", "spans": [ 64, 76 ] }, "nda-10": { "choice": "Entailment", "spans": [ 67, 68 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 19, 20 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 21, 22, 23, 24, 25, 26 ] }, "nda-19": { "choice": "Entailment", "spans": [ 69, 74 ] }, "nda-12": { "choice": "Entailment", "spans": [ 27, 28, 32 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 65 ] }, "nda-3": { "choice": "Entailment", "spans": [ 19, 20, 21, 22, 24 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "Entailment", "spans": [ 63 ] }, "nda-8": { "choice": "Entailment", "spans": [ 57, 58, 59, 60 ] }, "nda-13": { "choice": "Entailment", "spans": [ 27, 28, 31 ] }, "nda-5": { "choice": "Entailment", "spans": [ 35, 51 ] }, "nda-4": { "choice": "Entailment", "spans": [ 48 ] } } } ], "document_type": "search-pdf", "url": "http://cdg.nic.in/img/NCDG_Non-disclosure-agreement.pdf" }, { "id": 171, "file_name": "NDA_-_GWI_-_Technohubs_version_V1.pdf", "text": "NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT\nBETWEEN\nGWI Project Managers, Company Registration Number: \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\u2026;\nAND\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026, Company Registration Number: \u2026\u2026\u2026\u2026\u2026\u2026\u2026...\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\ncollectively referred to as the \"Parties\".\n1. Purpose\n1.1 The parties intend to provide each other with certain information of the Technology Hubs in secret and confidential nature pertaining to their business proposal and/or its operations.\n1.2 The parties wish to record the terms and conditions upon which each shall disclose confidential information to the other, which terms and conditions shall constitute a binding and enforceable agreement between the parties and/or their agents/representatives.\n1.3 This agreement shall also bind the parties, notwithstanding the date of signature hereof, in the event that either party shall have disclosed any confidential information to the other party prior to date of signature hereof.\n1.4 For the purpose of this agreement the party which discloses confidential information shall be referred to as \u201cthe disclosing party\u201d and the party which receives the confidential information shall be referred to as \u201cthe receiving party\u201d.\n2. Designation\n2.1 Information, documents, software, objects and other materials to be kept secret (hereinafter: \"confidential information\") shall be designated as such in writing by the disclosing party. Written designation shall be in the form of an unmistakable annotation such as secret, confidential, for restricted internal access only, etc. Orally given information need only be kept secret if designated as confidential information at the time of its disclosure and supplied in addition within 14 (fourteen) days to the receiving party in summarised written form marked as confidential.\n3. Confidentiality Obligation\n3.1 All confidential information made available by one party to the other shall be kept secret from third parties.\n3.2 No confidential information received may be supplied to a third party without the prior written permission of the other party hereto.\n3.3 Beyond this, each party also undertakes as follows:\n3.3.1 not to use the confidential information of the other party for any purposes other than the purpose contemplated by this agreement;\n3.3.2 not to modify or reconstruct, cause others to reconstruct or use for any purposes other than the purpose contemplated by this agreement, any object made available to it by the other party.\n4. Exceptions\n4.1 The obligation to observe secrecy under this Agreement shall not apply to:\n4.1.1 information, documents (including information and documents in machine-readable form), software, objects and other materials that is generally available to the public, or become generally available to the public other than as a breach of this Non-disclosure Agreement;\n4.1.2 information that is already lawfully in the possession of one of the parties hereto prior to the effective date of this Non-disclosure Agreement, without having been obtained from the other party or one of its affiliated companies;\n4.1.3 information that is received by one of the parties hereto from a third party after the effective date of this Non-disclosure Agreement, provided this third party has not violated any Non-disclosure Agreement;\n4.1.4 information the publication of which is required by statute and/or common law;\n4.1.5 information that the receiving party, as evidenced by written records, has independently acquired or developed;\nNevertheless, each party shall keep the use of the information by the other party secret from third parties.\n5. Disclosure to Employees and Affiliated Companies\n5.1 Each party shall make available confidential information to its employees only in so far as the employees need it to fulfil the purpose as set out in 1. above. It will ensure that these employees are equally obliged to observe secrecy, whereby the obligation shall survive the termination of their respective employment contracts.\n5.2 Disclosure of confidential information to affiliated companies is permitted under the conditions laid out in 5.1 above.\n6. No License\n6.1 The intellectual property rights (where applicable) relating to any confidential information disclosed in terms of this agreement shall remain the property of the Disclosing Party and the disclosure shall not confer any license or right to such information on the Recipient.\n7. Governing Law\n7.1 This Agreement shall be construed in accordance with and governed by the laws of the Republic of South Africa.\n8. Place of Jurisdiction\n8.1 The parties hereby submit to the non-exclusive jurisdiction of the Durban and Coastal Local Division of the High Court of South Africa. Place of jurisdiction for all disputes arising from or in connection with this Agreement shall be Durban, South Africa.\n9. Liabilities\n9.1 Any claim for damages to be limited to actual damages. The parties shall not be liable for any consequential or indirect damages, including but not limited to loss of profits, goodwill or customs.\n10. Written Form\n10.1 No oral side agreements have been made. Any changes or additions to this Agreement must be made in writing to be effective. The written form requirement shall not be fulfilled by the use of emails.\n11. Addresses\n11.1 For the purpose of this agreement, the parties choose their domicilia citandi et executandi and postal addresses as follows:\n11.1.1 GWI Project Managers, Physical: 41 Richefond Circle\nRidgeside Office Park\nUmhlanga\nDURBAN\nSouth Africa\nPostal: P.O. Box 4027\nThe Square\n4021\n11.1.2 \u2026\u2026\u2026\u2026 Physical: \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..,\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\nPostal: \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\n11.1.3 Any party may change that party\u2019s address, by prior notice in writing to the other party.\n11.1.4 If any notice is to be sent by mail, it shall be sent by prepaid registered mail and shall then be deemed until and unless the contrary is proved, to have been received 10 (ten) days after the date of posting.\n11.1.5 If any notice is sent by telefax, it will be deemed, until and unless the contrary is proved, to have been received on the date recorded on the transmission slip.\n11.1.6 If any notice is delivered by hand, it will be deemed to have been received on proof of the date of delivery.\nSigned at on this the day of 2015\nSignature:\nName:\nfor \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\nDuly authorised\nSigned at on this the day of 2015\nSignature:\nName:\nfor GWI Project Managers.\n", "spans": [ [ 0, 24 ], [ 25, 39 ], [ 40, 47 ], [ 48, 126 ], [ 127, 130 ], [ 131, 152 ], [ 152, 200 ], [ 201, 243 ], [ 244, 254 ], [ 255, 259 ], [ 259, 442 ], [ 443, 447 ], [ 447, 705 ], [ 706, 710 ], [ 710, 934 ], [ 935, 939 ], [ 939, 1175 ], [ 1176, 1190 ], [ 1191, 1381 ], [ 1381, 1524 ], [ 1524, 1770 ], [ 1771, 1800 ], [ 1801, 1805 ], [ 1805, 1915 ], [ 1916, 1920 ], [ 1920, 2053 ], [ 2054, 2058 ], [ 2058, 2109 ], [ 2110, 2246 ], [ 2247, 2441 ], [ 2442, 2455 ], [ 2456, 2460 ], [ 2460, 2534 ], [ 2535, 2809 ], [ 2810, 3047 ], [ 3048, 3262 ], [ 3263, 3347 ], [ 3348, 3465 ], [ 3466, 3574 ], [ 3575, 3626 ], [ 3627, 3791 ], [ 3791, 3961 ], [ 3962, 3966 ], [ 3966, 4085 ], [ 4086, 4099 ], [ 4100, 4104 ], [ 4104, 4378 ], [ 4379, 4395 ], [ 4396, 4400 ], [ 4400, 4510 ], [ 4511, 4535 ], [ 4536, 4540 ], [ 4540, 4676 ], [ 4676, 4795 ], [ 4796, 4810 ], [ 4811, 4815 ], [ 4815, 4870 ], [ 4870, 5011 ], [ 5012, 5028 ], [ 5029, 5034 ], [ 5034, 5074 ], [ 5074, 5158 ], [ 5158, 5231 ], [ 5232, 5245 ], [ 5246, 5251 ], [ 5251, 5375 ], [ 5376, 5434 ], [ 5435, 5456 ], [ 5457, 5465 ], [ 5466, 5472 ], [ 5473, 5485 ], [ 5486, 5507 ], [ 5508, 5518 ], [ 5519, 5523 ], [ 5524, 5536 ], [ 5536, 5562 ], [ 5563, 5578 ], [ 5579, 5601 ], [ 5602, 5609 ], [ 5609, 5698 ], [ 5699, 5706 ], [ 5706, 5915 ], [ 5916, 5923 ], [ 5923, 6085 ], [ 6086, 6093 ], [ 6093, 6202 ], [ 6203, 6236 ], [ 6237, 6247 ], [ 6248, 6253 ], [ 6254, 6279 ], [ 6280, 6295 ], [ 6296, 6329 ], [ 6330, 6340 ], [ 6341, 6346 ], [ 6347, 6372 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 46 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 18, 19, 20 ] }, "nda-19": { "choice": "Entailment", "spans": [ 41 ] }, "nda-12": { "choice": "Entailment", "spans": [ 32, 37 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 20 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 23, 25, 43 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 32, 35, 37 ] }, "nda-5": { "choice": "Entailment", "spans": [ 40 ] }, "nda-4": { "choice": "Entailment", "spans": [ 27, 28 ] } } } ], "document_type": "search-pdf", "url": "http://www.ncl.kzntechnohubs.co.za/images/Downloads/NDA_-_GWI_-_Technohubs_version_V1.pdf" }, { "id": 172, "file_name": "NDA_10.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis Agreement is entered into as of ______________ (the \u201cEffective Date\u201d) by and between, Adv. Ofer Shapira and Adv. Oded Goldstein As receivers on the \"Pledged Assets\" as defined in Tel-Aviv district court's resolution dated 2.12.10 (\"The Receivers\" and), at 1 Azrieli Center, Tel-Aviv, Israel, including all affiliated and subsidiaries companies being part of the Pledged Assets on the one hand (the \u201cDisclosing Party\u201d) and _____________________________, on the other (the \u201cReceiving Party\u201d).\nIn consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:\n1. Confidential Information\nFor the purpose of this Agreement \u201cConfidential Information\u201d means any and all information, disclosed by the Disclosing Party to the Receiving Party, whether in oral or in written form, including but not limited to documentation, technical or business information, ideas, plans, drawings, models and rights-of-way, requirements, standards, financial and non-financial data, marketing, trade secrets, know-how, customer and tenants lists, prices, as well as any and all intellectual and industrial property rights contained therein and/or in relation thereto; provided however, that Confidential Information shall not include information which (i) is or becomes lawfully in the public domain other than through a breach of any non disclosure agreement or any confidentiality obligation, (ii) was known to the Receiving Party prior to the disclosure, as evidenced by it, (iii) was independently developed by or for the Receiving Party without reference to or use of Confidential Information received from the Disclosing Party, (iv) was lawfully obtained by the Receiving Party from a third party without violation of a confidentiality obligation, (v) The Disclosing Party agrees in writing that it may be disclosed by the Receiving Party, or (vi) is required or compelled by law to be disclosed, provided that the Receiving Party gives reasonable prior written notice to the Disclosing Party to allow it to seek protective or other court orders.\n2. Nondisclosure Obligations\n2.1 Confidential Information of a Disclosing Party shall be used by the Receiving Party solely for the purpose of evaluating a possible business transaction between the Parties. Each party shall hold the other party\u2019s Confidential Information in strictest confidence and shall not disclose the other party\u2019s Confidential Information without the prior written consent of such other party, which consent may be withheld at such other party\u2019s sole discretion. Each party may disclose the other party\u2019s Confidential Information to such party\u2019s employees, if any, on a need-to-know basis only. The Receiving Party may disclose confidential information to professional advisors, including lawyers, accountants and board members (herein called \"Permitted Persons\") only after the written consent of the Disclosing Party and only after it shall procure that all of its Permitted Persons shall execute in writing at least a like obligation of confidentiality with respect to the confidential information and shall comply with the provisions hereof on the same terms and conditions as a Receiving Party, and such obligation will be handed to the Disclosing Party or its proxy . The Receiving Party shall be responsible for compliance with and for any breach by itself or its employees and Permitted Persons of all of the terms and covenants herein. Each party agrees to take all reasonable precautions to protect the Confidential Information of the other party, but in no event less than a reasonable degree of care. For the avoidance of any doubt, it is hereby agreed that the Receiving Party shall have no obligations whatsoever with respect to a breach by any third party of the confidentiality obligations specified under this Agreement, if the transfer of such Confidential Information to such third party was legitimate under the provisions of this Non Disclosure Agreement and/or approved by the Disclosing Party, in accordance with Section 1(v) above.\n2.2 Nothing in this Agreement shall prohibit either party from disclosing Confidential Information of the other party if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (\u201cRequired Disclosure\u201d), provided that the discloser then shall (i) give the other party prompt notice of such Required Disclosure prior to disclosure providing it an opportunity to obtain a protective order; and/or (ii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure.\n3. Confidentiality of information\nAll Confidential Information of a Disclosing Party is and shall remain the property of the Disclosing Party. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise, either express, implied or by estoppel, to any Confidential Information of a Disclosing Party, or under any patent, copyright, trademark or trade secret of the Disclosing Party. The Receiving Party may not make additional copies of the confidential information without the Disclosing Party's prior consent to be given on a case by case basis.\n4. Non- reliance\n All Confidential Information furnished under this agreement will be provided by the Disclosing Party \"As Is\". Neither party make any warranties, express or implied, regarding the accuracy, completeness, performance, merchantability, fitness for use, non-infringement of third parties, rights, or other attributes of its respective confidential information.\n5. Withdrawal from the agreement\nImmediately upon the decision by either party not to enter into the transaction or agreement contemplated by the parties hereto, and based on the Disclosing Party's written request, the Receiving Party shall either destroy and certify such destruction or return to the Disclosing Party all copies or extracts of the Disclosing Party\u2019s Confidential Information, in any medium and destruct it. Such complete return or destruction will be promptly and duly confirmed in writing to the Disclosing Party or its proxy by the Receiving Party.\n6. Abidance to the terms and conditions of this agreement\n The Receiving Party agrees to abide by each and every term and condition set forth herein. Each party acknowledges that each of such terms and conditions is necessary to preserve the confidentiality of the information provided to it and that a breach of any of the terms and conditions hereof will result in irreparable damage to the Disclosing Party /parties in an amount now impossible to calculate and, thereof, in the event of such breach, the Disclosing Party shall be entitled (in an addition to any other rights and remedies it may have at law or in equity) to have an injunction issued by any court of competent jurisdiction enjoining it and any other person involved therein from communing such breach.\n7. Inapplicability of this agreement\n Nothing contained in this Agreement shall be construed to require either party to disclose or receive Confidential Information of the other party. Nothing in this Agreement shall be construed to require either party to negotiate or enter into any business transaction with the other party and any such business transaction shall be governed solely by its applicable written agreement entered into by the parties if, when and as executed by the parties.\n8. Independency of parties\nThe parties are independent contractors. Nothing in this Agreement or in the activities contemplated by the parties hereunder shall be deemed to create an agency, partnership, employment or joint venture relationship between the parties. Each party shall be deemed to be acting solely on its own behalf and has no authority to incur obligations or perform any acts or make any statements on behalf of the other party. Neither party shall represent to any person or permit any person to act upon the belief that it has any such authority from the other party.\n9. Inside Information\nWe hereby acknowledge that the Company's bonds are listed for trading in the Tel-Aviv Stock Exchange, and therefore the Confidential Information or any part thereof might be considered as Inside Information as this term is defined by the Securities Act of 1968 (1968\"\u05d7 -\u05db\u05e9\u05ea ,\u05da\u05e8\u05e2 \u05ea\u05d5\u05e8\u05d9\u05d9\u05e0 \u05e7\u05d5\u05d7). We hereby declare that as of the date hereunder we do not hold any bonds or other securities of the Company, and we undertake not to acquire any bonds or other securities of the Company within three months after receiving Confidential Information from you or the Company or anyone on your behalf. In addition, we undertake not to provide Confidential Information to anyone holding securities of the Company and/or anyone who might consider any transaction related to securities of the Company.\n10. Written notices\n Any notice required or permitted hereunder shall be in writing and deemed to have been duly given on the day of service if served personally or sent by facsimile, or five days after the date of mailing, if mailed by registered mail, postage prepaid and addressed as set forth in the beginning of this Agreement (or such other address as furnished by the addressee in writing).\n11. Jurisdiction clause\n This Agreement and any matters that are connected directly and/or indirectly to it, shall be governed, construed and interpreted according to the laws of the State of Israel, without regard to the rules pertaining to conflicts of laws. Any dispute related to this Agreement shall be settled exclusively in the venue of the competent courts of Tel \u2013Aviv, Israel.\n12. Termination of this agreement\nThis Agreement shall terminate three (3) years following the Effective Date. Nevertheless, either party may terminate this agreement providing thirty (30) days prior written notice to the other party. The obligations of the Receiving Party with respect to Confidential Information received prior to termination, will survive for a period of three (3) years following the Effective Date.\n13. Invalid conditioning\n If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.\n14. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior understanding and agreements between and among them respecting the subject matter hereof. This Agreement shall not be modified except by a written agreement signed by both parties. No delay, failure or waiver of either party\u2019s exercise or partial exercise of any right or remedy under this Agreement shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.\n15. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.\nIn witness whereof, we the undersigned executed this Agreement on the date first above\nwritten:\nBy:\nName:\nTitle:\n3025\\2\\615\n", "spans": [ [ 0, 24 ], [ 25, 158 ], [ 158, 520 ], [ 521, 640 ], [ 641, 668 ], [ 669, 1312 ], [ 1312, 1455 ], [ 1455, 1538 ], [ 1538, 1694 ], [ 1694, 1814 ], [ 1814, 1909 ], [ 1909, 2112 ], [ 2113, 2141 ], [ 2142, 2320 ], [ 2320, 2599 ], [ 2599, 2731 ], [ 2731, 3310 ], [ 3310, 3481 ], [ 3481, 3649 ], [ 3649, 4091 ], [ 4092, 4096 ], [ 4096, 4381 ], [ 4381, 4533 ], [ 4533, 4671 ], [ 4672, 4705 ], [ 4706, 4815 ], [ 4815, 5110 ], [ 5110, 5274 ], [ 5275, 5291 ], [ 5292, 5293 ], [ 5293, 5403 ], [ 5403, 5649 ], [ 5650, 5682 ], [ 5683, 6075 ], [ 6075, 6218 ], [ 6219, 6276 ], [ 6277, 6278 ], [ 6278, 6369 ], [ 6369, 6989 ], [ 6990, 7026 ], [ 7027, 7028 ], [ 7028, 7175 ], [ 7175, 7480 ], [ 7481, 7507 ], [ 7508, 7549 ], [ 7549, 7746 ], [ 7746, 7926 ], [ 7926, 8066 ], [ 8067, 8088 ], [ 8089, 8358 ], [ 8358, 8381 ], [ 8381, 8678 ], [ 8678, 8874 ], [ 8875, 8894 ], [ 8895, 8896 ], [ 8896, 9272 ], [ 9273, 9296 ], [ 9297, 9298 ], [ 9298, 9534 ], [ 9534, 9659 ], [ 9660, 9693 ], [ 9694, 9771 ], [ 9771, 9895 ], [ 9895, 10080 ], [ 10081, 10105 ], [ 10106, 10107 ], [ 10107, 10297 ], [ 10298, 10527 ], [ 10527, 10618 ], [ 10618, 10835 ], [ 10835, 10977 ], [ 10978, 11143 ], [ 11144, 11230 ], [ 11231, 11239 ], [ 11240, 11243 ], [ 11244, 11249 ], [ 11250, 11256 ], [ 11257, 11267 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 33 ] }, "nda-15": { "choice": "Entailment", "spans": [ 25, 26 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 5 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 63 ] }, "nda-12": { "choice": "Entailment", "spans": [ 5, 8 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 33 ] }, "nda-3": { "choice": "Entailment", "spans": [ 5 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 16 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 27 ] }, "nda-8": { "choice": "Entailment", "spans": [ 5, 11, 21, 22 ] }, "nda-13": { "choice": "Entailment", "spans": [ 5, 9 ] }, "nda-5": { "choice": "Entailment", "spans": [ 15 ] }, "nda-4": { "choice": "Entailment", "spans": [ 13 ] } } } ], "document_type": "search-pdf", "url": "http://www.goldoded.com/image/users/186704/ftp/my_files/Nechasim/Sybil%20Germany%20public%20Co%20Limited/NDA.pdf?id=8535435" }, { "id": 173, "file_name": "NDA_13.pdf", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the \u201cAgreement\u201d) is made and entered into by and among:\nBusiness Innovation Group Limited (A.C.N. 165 042 517) of The University Centre, Level 8, 210 Clarence Street, Sydney Australia 2000 (\u201cBiG\u201d)\nand:\n with offices located at\n . (\u201cThe Company\u201d).\nEffective as of the ________________ day of _________________ 2013 (the \u201cEffective Date\u201d).\nWHEREAS, in the course of business discussions, The Company and BiG (each a \u201cParty\u201d and together the \u201cParties\u201d) shall disclose certain confidential and proprietary information to each other in connection with a proposed business relationship between The Company and BiG (the \u201cTransaction\u201d); and\nWHEREAS, as a condition to such exchange, each Party (each, a \u201cDisclosing Party\u201d) seeks to bind the other Party (each, a \u201cReceiving Party\u201d) to obligations of confidentiality and limited use with respect to the information it discloses.\nNOW, THEREFORE, IN CONSIDERATION of the mutual agreements contained herein and the agreement to exchange information as contemplated hereunder, the Parties agree as follows:\n1. Confidential Information means any tangible or intangible information or materials possessed by a Party in whatever form or format relating to the Disclosing Party or its actual or proposed information systems, other business, financial or accounting systems, business procedures or methods, business plans, financial products, marketing plans, results of operations, customers, markets, prospective customers, contracts (actual and proposed) with third parties or personnel directly or indirectly disclosed by the Disclosing Party to the Receiving Party during or in the course of discussions or correspondence arising out of or related to the Transaction whether received before or after the Effective Date. Confidential Information includes all information owned by a third party and disclosed by a Disclosing Party hereunder.\n2. Confidential Information does not include information that (i) was in the Receiving Party\u2019s possession prior to receiving the Confidential Information from the Disclosing Party; or (ii) is or later becomes generally available to the public through no fault of the Receiving Party; or (iii) Receiving Party develops internally without benefit of or reference to Disclosing Party\u2019s Confidential Information (burden of proving independent development shall be on the Receiving Party); or (iv) Receiving Party receives from a third party who has the right to disclose such information.\n3. The Receiving Party agrees (i) to adopt measures to protect the confidentiality, limited use and proprietary nature of the Confidential Information at least as restrictive as those it adopts for its own confidential information of similar importance and in any event, no less than reasonable; (ii) to disclose Confidential Information to only those of its directors, officers, agents, employees, corporate affiliates and third parties retained by the Receiving Party who have a need to know such information in order for the Receiving Party to accomplish the purposes set forth in Paragraph 4 hereof and who are made aware of the confidentiality provisions of this Agreement (and in the case of a third party, who have signed a binding undertaking of confidentiality and non-use substantially equivalent to this Agreement), and (iii) to not use Confidential Information for any purpose except as permitted by Paragraph 4. A Receiving Party shall be responsible to the Disclosing Party for any unauthorized use or disclosure of Confidential Information by any party to whom Receiving Party has disclosed such information.\n4. The Receiving Party may use the Disclosing Party\u2019s Confidential Information for the sole purpose of evaluating, negotiating and, in its discretion, entering into the proposed Transaction. A Receiving Party may disclose Confidential Information pursuant to a request by an applicable regulatory authority, or if they are required by law or pursuant to an order of a court of competent jurisdiction to disclose Confidential Information, provided, however, in such event the Receiving Party shall (i) promptly notify the Disclosing Party; (ii) consult with the Disclosing Party as to the advisability of taking steps to resist or narrow such request; and (iii) if so requested, cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy.\n5. The Parties shall promptly advise each other in writing if they learn of any unauthorized use or disclosure of Confidential Information by any of their directors, officers, employees, corporate affiliates, agents or by any third party.\n6. The Parties agree that, in the event of a breach of this Agreement, monetary damages may not be a sufficient remedy and in addition to any other legal remedy, the non-breaching Party shall be entitled to equitable remedies, including injunctive relief. In the event that any Party takes legal action as a result of a breach of this Agreement, the non-breaching Party shall be entitled to recover reasonable legal fees and expenses incurred in connection with such legal action in the event that it prevails in one or more of its claims.\n7. The provisions of this Agreement shall remain in full force and effect beginning as of the Effective Date and shall continue with respect to a Receiving Party for as long as it retains the Confidential Information in its possession and for three (3) years thereafter. A receiving Party shall return or destroy all copies of the Disclosing Party\u2019s Confidential Information to the Disclosing Party within ten (10) days after the Disclosing Party\u2019s request.\n8. No Party may assign its rights under this Agreement without the prior written consent of the other Party. This Agreement will be binding upon the successors, heirs and permitted assigns of the Parties.\n9. This Agreement expresses the entire agreement between the Parties and supersedes all prior understandings and discussions between the Parties. This Agreement may only be modified, changed or amended by an agreement in writing executed by the Parties. A waiver of any provision of this Agreement shall not be deemed a waiver of any other provision and shall not be binding unless it is in writing and executed by the Party making such waiver.\n10. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.\n11. This Agreement shall be governed by the laws of the Commonwealth of Australia and the State of New South Wales for the time being in force and the Parties submit to the exclusive jurisdiction of the courts of New South Wales, the Federal Court and the High Court of Australia, Sydney Registries.\nIN WITNESS WHEREOF, the Parties to this Agreement have duly executed this Agreement by their duly authorized representatives.\nBiG Legal name of Person or The Company\nBusiness innovation Group Pty Limited\nBy: ____________________________________ By: ____________________________________\n(Authorized Signature) (Authorized Signature)\n(in non-black ink, please) (in non-black ink, please)\n ____________________________________ ____________________________________\n(Name) (Name)\n ____________________________________ ____________________________________\n(Title) (Title)\n ____________________________________ ____________________________________\n(Execution Date) (Execution Date)\n", "spans": [ [ 0, 31 ], [ 32, 145 ], [ 146, 286 ], [ 287, 291 ], [ 292, 293 ], [ 293, 316 ], [ 317, 318 ], [ 318, 336 ], [ 337, 381 ], [ 381, 427 ], [ 428, 722 ], [ 723, 958 ], [ 959, 1132 ], [ 1133, 1846 ], [ 1846, 1965 ], [ 1966, 2028 ], [ 2028, 2150 ], [ 2150, 2253 ], [ 2253, 2454 ], [ 2454, 2550 ], [ 2551, 2581 ], [ 2581, 2847 ], [ 2847, 3382 ], [ 3382, 3476 ], [ 3476, 3674 ], [ 3675, 3866 ], [ 3866, 4172 ], [ 4172, 4214 ], [ 4214, 4330 ], [ 4330, 4447 ], [ 4448, 4686 ], [ 4687, 4943 ], [ 4943, 5226 ], [ 5227, 5498 ], [ 5498, 5684 ], [ 5685, 5794 ], [ 5794, 5889 ], [ 5890, 6036 ], [ 6036, 6144 ], [ 6144, 6334 ], [ 6335, 6507 ], [ 6508, 6807 ], [ 6808, 6933 ], [ 6934, 6973 ], [ 6974, 6994 ], [ 6994, 7011 ], [ 7012, 7016 ], [ 7016, 7053 ], [ 7053, 7057 ], [ 7057, 7093 ], [ 7094, 7139 ], [ 7140, 7193 ], [ 7194, 7195 ], [ 7195, 7232 ], [ 7232, 7268 ], [ 7269, 7282 ], [ 7283, 7284 ], [ 7284, 7321 ], [ 7321, 7357 ], [ 7358, 7373 ], [ 7374, 7375 ], [ 7375, 7412 ], [ 7412, 7448 ], [ 7449, 7482 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 13 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 33 ] }, "nda-12": { "choice": "Entailment", "spans": [ 15, 18 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 34 ] }, "nda-3": { "choice": "Entailment", "spans": [ 13 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 20, 22 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 26, 27 ] }, "nda-13": { "choice": "Entailment", "spans": [ 15, 19 ] }, "nda-5": { "choice": "Entailment", "spans": [ 20, 22 ] }, "nda-4": { "choice": "Entailment", "spans": [ 20, 23, 25 ] } } } ], "document_type": "search-pdf", "url": "http://www.businessinnovationgroup.com.au/wp-content/uploads/2013/10/NDA.pdf" }, { "id": 174, "file_name": "NDA_17.pdf", "text": "NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nDated:\nParties:\n1. COAST2COAST (2007) LIMITED trading as Room2Rent (\u201cRoom2Rent\u201d)\n2. (\u201cthe Recipient\u201d).\nBackground:\nA. Room2Rent has developed a system for the construction and rental of portable cabins (\u201cthe System\u201d).\nB. Room2Rent has agreed to disclose Confidential Information about the System to the Recipient for the purposes of the Recipient undertaking an evaluation as to whether it will become a franchisee of Room2Rent (\u201cthe Due Diligence\u201d).\nC. Room2Rent considers the Confidential Information to be valuable and, in consideration of receiving the Confidential Information for the Due Diligence, the Recipient has agreed to enter into this Agreement.\nThis Agreement Records:\n1. Definitions and Interpretation\n1.1 References in the singular shall, where necessary, be taken to include the plural and the plural of the singular.\n1.2 Definitions\nThe following definitions apply unless the context requires otherwise:\n\"Confidential Information\" means all information of whatever nature directly or indirectly concerning the System, or related to, the affairs, business, finances, assets, transactions or trade secrets of Room2Rent or any of its Related Companies (as defined in section 2(3) of the Companies Act 1993) which Room2Rent discloses to the Recipient or which the Recipient may acquire from Room2Rent or any of its Related Companies including, without limitation:\n(a) Any intellectual property, including any opinion, projection, idea, concept, process, procedure, plan, design, programme, study, data, report, know-how, expertise or other such property;\n(b) Any document, data, statement, analysis, opinion, projection, forecast, report, note, notebook, drawing, manual, letter or such other material whether in a permanently visible form or not; and\n(c) Trade Secrets as defined in this Agreement;\n(d) Any of the foregoing disclosed to the Recipient before the execution date of this Agreement. \u201cRepresentative\u201d means any officer or employee of the Recipient, or any adviser engaged by the Recipient in connection with the Due Diligence and to whom the Recipient is permitted to disclose the Confidential Information under Clause 3.1.\n\u201cTrade Secrets\u201d means any information held by Room2Rent that is or could be used industrially or commercially, is not generally available, has potential economic value, and is the subject of reasonable efforts by Room2Rent to preserve its secrecy.\n2. Confidentiality\n2.1 The Recipient will hold all Confidential Information in strict confidence and will not disclose any Confidential Information to any person, except in accordance with the explicit provisions of this Agreement or, in any other case, only on receiving the prior written consent of Room2Rent.\n2.2 The Recipient shall not make any use of any Confidential Information or any part of the same except as is strictly necessary for the Due Diligence.\n2.3 The Recipient shall not without the prior written consent of Room2Rent copy or duplicate any Confidential Information or any part of the same except to the extent necessary to provide a reasonable number of copies to its Representatives in the course of the Due Diligence.\n2.4 The Recipient shall not make or permit or cause to be made any notes or memoranda based on or relating to Confidential Information or any part of the same for any purpose other than the Due Diligence.\n2.5 The provisions of Clauses 2.1, 2.2, 2.3 and 2.4 and 4.1(c) of this Agreement do not apply to:\n(a) Information after it becomes generally available to the public other than due to a breach of any of the clauses of this Agreement.\n(b) The use or disclosure of information after the Recipient has received or receives it from a third person legally entitled to possess the information and provide it to the Recipient; or\n(c) The disclosure of information in order to comply with any applicable law or legally binding order of any court or government or judicial body, in which case the Recipient will follow Room2Rent\u2019s reasonable directions in order to limit the disclosure to the minimum extent possible and permitted by law.\n3. Disclosure to Representatives\n3.1 The Recipient may disclose the Confidential Information to its Representatives if:\n(a) The disclosure is strictly necessary in the course of the Due Diligence; and\n(b) The Representatives are identified in writing to Room2Rent prior to any such disclosure and Room2Rent consents to the disclosure.\n3.2 The Recipient will be liable for any act of any Representative which, if done by the Recipient, would constitute a breach of its obligations under this Agreement.\n4. Return and Destruction of Information\n4.1 The Recipient will, immediately on demand by Room2Rent:\n(a) Return to Room2Rent all documents, reports, notes, memoranda, computer media and other material, which record, contain or relate in any way to Confidential Information (including all copies of the same).\n(b) Delete all Confidential Information from electronic storage facilities of any type owned or used by the Recipient or its Representatives.\n(c) Despite anything else in this Agreement, cease to make use of the Confidential Information, or any part of the same for any purpose.\nand will confirm in writing promptly when it has complied with these obligations.\n5. Indemnity and Breach\n5.1 The Recipient will indemnify and keep indemnified Room2Rent against any and all reasonable and foreseeable claims, demands, losses, damages and costs (including legal costs on an indemnity basis) that Room2Rent incurs as a result of a breach of the Recipient\u2019s obligations under this Agreement.\n5.2 The Recipient acknowledges that damages alone may not be sufficient legal remedy for breach of the Recipient\u2019s obligations and an injunction order may be obtained in the case of breach, to prevent further breaches.\n5.3 The Recipient further agrees that breach of this Agreement shall give Room2Rent the right to cancel any existing or future agreements between the parties.\n6. Disclaimer and Acknowledgments\n6.1 The Recipient acknowledges that any inventions, improvements, discoveries, programs or other form of intellectual property related to the System that are developed by the Recipient will be disclosed to, and become the exclusive property of, Room2Rent.\n6.2 Room2Rent reserves all of its rights in law and equity, including in respect of the areas of Confidential Information and Trade Secrets. The Recipient acknowledges that the Confidential Information and Trade Secrets, and any intellectual property rights in the same (including copyright, design and patent rights) are the exclusive property of and will remain the exclusive property of Room2Rent.\n6.3 The Recipient acknowledges that Room2Rent makes no representation or warranty as to the accuracy or completeness of the Confidential Information except that the Confidential Information has been disclosed by Room2Rent to the Recipient in good faith.\n6.4 The Recipient acknowledges that it understands that theft of Trade Secrets is an offence under section 230 of the Crimes Act 1961, and can be punishable by a term of up to five years imprisonment.\n6.5 The Recipient acknowledges that it understands that theft of intellectual property, including of Confidential Information, is an offence under the Crimes Act 1961 and can be punishable by a term of up to seven years imprisonment.\n7. Miscellaneous\n7.1 Room2Rent may notify third parties about the existence and contents of this Agreement.\n7.2 No amendment or variation of this Agreement is valid or binding on a party unless made in writing and executed by all parties. No failure to exercise or delay in exercising any right, power or remedy by a party operates as a waiver.\n7.3 The rights and obligations of the parties will not merge on the completion of any transaction contemplated by this Agreement and will survive the execution and delivery of any assignment or other document entered into for the purpose of implementing the transaction.\n7.4 The laws of New Zealand govern this Agreement. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction there in connection with matters concerning this Agreement.\n7.5 Any illegality, unenforceability or invalidity in this Agreement will not affect the rest of this Agreement which will remain in full force and effect.\n7.6 The terms of this Agreement shall inure to the benefit of and be binding upon each party's successors and assigns.\n7.7 This Agreement will remain in full force and effect and will continue to bind the Recipient notwithstanding any term of any other agreement, or any cessation or termination of the relationship between Room2Rent or any of its Related Companies.\n7.8 For the purposes of the Contracts (Privity) Act 1982 the obligations of each party to this Agreement, including any indemnity by the Recipient, are given for the other party and its Related Companies and are enforceable by them under that Act.\nSIGNED by or on behalf of Room2Rent _____________________________\nSignature\n_____________________________\nFull Name of Signatory\nTitle\nSIGNED by or on behalf of the Recipient: _____________________________\nSignature\n_____________________________\nFull Name of Signatory\n_____________________________\nTitle\n", "spans": [ [ 0, 44 ], [ 45, 51 ], [ 52, 60 ], [ 61, 76 ], [ 76, 125 ], [ 126, 147 ], [ 148, 159 ], [ 160, 262 ], [ 263, 495 ], [ 496, 704 ], [ 705, 728 ], [ 729, 762 ], [ 763, 880 ], [ 881, 896 ], [ 897, 967 ], [ 968, 1262 ], [ 1262, 1423 ], [ 1424, 1614 ], [ 1615, 1811 ], [ 1812, 1859 ], [ 1860, 1957 ], [ 1957, 2196 ], [ 2197, 2444 ], [ 2445, 2463 ], [ 2464, 2468 ], [ 2468, 2756 ], [ 2757, 2761 ], [ 2761, 2908 ], [ 2909, 2913 ], [ 2913, 3185 ], [ 3186, 3190 ], [ 3190, 3390 ], [ 3391, 3395 ], [ 3395, 3488 ], [ 3489, 3623 ], [ 3624, 3812 ], [ 3813, 4119 ], [ 4120, 4152 ], [ 4153, 4157 ], [ 4157, 4239 ], [ 4240, 4320 ], [ 4321, 4454 ], [ 4455, 4459 ], [ 4459, 4621 ], [ 4622, 4662 ], [ 4663, 4667 ], [ 4667, 4722 ], [ 4723, 4742 ], [ 4742, 4930 ], [ 4931, 5072 ], [ 5073, 5209 ], [ 5210, 5291 ], [ 5292, 5315 ], [ 5316, 5320 ], [ 5320, 5614 ], [ 5615, 5619 ], [ 5619, 5833 ], [ 5834, 5838 ], [ 5838, 5992 ], [ 5993, 6026 ], [ 6027, 6031 ], [ 6031, 6282 ], [ 6283, 6292 ], [ 6292, 6424 ], [ 6424, 6683 ], [ 6684, 6688 ], [ 6688, 6937 ], [ 6938, 6942 ], [ 6942, 7138 ], [ 7139, 7143 ], [ 7143, 7372 ], [ 7373, 7389 ], [ 7390, 7399 ], [ 7399, 7480 ], [ 7481, 7485 ], [ 7485, 7612 ], [ 7612, 7717 ], [ 7718, 7722 ], [ 7722, 7988 ], [ 7989, 7993 ], [ 7993, 8040 ], [ 8040, 8186 ], [ 8187, 8191 ], [ 8191, 8342 ], [ 8343, 8347 ], [ 8347, 8461 ], [ 8462, 8466 ], [ 8466, 8709 ], [ 8710, 8714 ], [ 8714, 8957 ], [ 8958, 8994 ], [ 8994, 9023 ], [ 9024, 9033 ], [ 9034, 9063 ], [ 9064, 9086 ], [ 9087, 9092 ], [ 9093, 9134 ], [ 9134, 9163 ], [ 9164, 9173 ], [ 9174, 9203 ], [ 9204, 9226 ], [ 9227, 9256 ], [ 9257, 9262 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 61, 62, 63, 64 ] }, "nda-10": { "choice": "Contradiction", "spans": [ 72, 73 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 15, 16, 19 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 78, 87 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 46, 47, 48, 49 ] }, "nda-3": { "choice": "Entailment", "spans": [ 15, 16 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "Entailment", "spans": [ 29 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 33, 35 ] }, "nda-5": { "choice": "Entailment", "spans": [ 21, 39, 40, 41 ] }, "nda-4": { "choice": "Entailment", "spans": [ 27 ] } } } ], "document_type": "search-pdf", "url": "http://www.room2rent.net.nz/images/NDA.pdf" }, { "id": 176, "file_name": "NDA_5.pdf", "text": "NON-DISCLOSURE AGREEMENT\n This Non-Disclosure Agreement (\"Agreement\") is entered into between Google Inc., for itself and its subsidiaries and affiliates (\"Google\"), and ____________, for themselves and any company they may represent (\"Participant\"). In connection with Participant\u2019s visit, Google may disclose or expose to Participant certain information that is proprietary to Google (\"Confidential Information\"). Participant will use the Confidential Information only for the purpose associated with Participant\u2019s visit. Participant will use the same degree of care, but no less than a reasonable degree of care, as Participant uses with respect to its own similar information to protect the Confidential Information and to prevent (i) any use of Confidential Information not authorized in this Agreement, (ii) dissemination of Confidential Information to any third party. This Agreement imposes no obligation upon Participant with respect to Confidential Information that (a) was known to Participant before receipt from Google, as evidenced by Participant\u2019s files and records in existence before the time of disclosure; (b) is or becomes publicly available through no fault of Participant; (c) is rightfully received by Participant from a third party without a duty of confidentiality; (d) is disclosed by Google to a third party without a duty of confidentiality on the third party; or (e) is disclosed by Participant with Google\u2019s prior written approval. If Confidential Information is required to be produced by law, court order, or governmental authority, Participant must immediately notify Google of that obligation.\n Participant acknowledges and understands that hardware, technology, source code, and software to which Participant may have access or which are disclosed to Participant as a result of his/her visit to Google may be subject to U.S. export control laws and regulations. Participant hereby certifies that he/she shall not -- directly or indirectly -- sell, export, reexport, transfer, divert, or otherwise dispose of any hardware, software, source code, or technology (including products derived from or based on such technology or software) received from Google to any country (or national thereof) without obtaining prior authorization from Google and the appropriate government authorities.\n In addition, Participant certifies that he/she is not a citizen of Cuba, Iran, North Korea, Sudan, or Syria. This Agreement shall remain in effect until such time as all Confidential Information of Google disclosed hereunder becomes publicly known and made generally available through no action or inaction of Participant. Participant, upon Google\u2019s written request, will promptly return all Confidential Information received from Google, together with all copies, or certify in writing that all such Confidential Information and copies thereof have been destroyed. This Agreement between the parties supersedes any other prior or collateral agreements, whether oral or written, with respect to the subject matter hereof and constitutes the entire agreement with respect to the subject matter hereof. This Agreement shall be governed by the laws of the State of California, without reference to conflict of laws principles. The exclusive venue for any dispute relating to this Agreement shall be in the state or federal courts within Santa Clara County, California.\nSignature: __________________________________\nPrint Name: _________________________________\nAddress: ___________________________________\n_______________________________________\n", "spans": [ [ 0, 24 ], [ 25, 26 ], [ 26, 251 ], [ 251, 416 ], [ 416, 524 ], [ 524, 735 ], [ 735, 809 ], [ 809, 876 ], [ 876, 976 ], [ 976, 1125 ], [ 1125, 1195 ], [ 1195, 1291 ], [ 1291, 1392 ], [ 1392, 1462 ], [ 1462, 1627 ], [ 1628, 1629 ], [ 1629, 1897 ], [ 1897, 2319 ], [ 2320, 2321 ], [ 2321, 2430 ], [ 2430, 2644 ], [ 2644, 2887 ], [ 2887, 3122 ], [ 3122, 3245 ], [ 3245, 3386 ], [ 3387, 3398 ], [ 3398, 3432 ], [ 3433, 3445 ], [ 3445, 3478 ], [ 3479, 3488 ], [ 3488, 3523 ], [ 3524, 3563 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 20 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 21 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 5, 7 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 14 ] }, "nda-13": { "choice": "Entailment", "spans": [ 8, 11 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 4 ] } } } ], "document_type": "search-pdf", "url": "http://web.mit.edu/andersk/Public/NDA.pdf" }, { "id": 177, "file_name": "NDA_6.pdf", "text": "NON-CIRCUMVENTION, NON-DISCLOSURE WORKING AGREEMENT\nThis Non-Circumvention, Non-Disclosure Agreement (the \u201cAgreement\u201d) is entered into by and between We Rock The Spectrum Kid\u2019s Gym, LLC (\u201cWRTS\u201d), 5520 Crebs Avenue, Tarzana, California 91356, USA (\u201cDisclosing Party\u201d) and _______________, located at _______________ (\u201cReceiving Party\u201d) for the purpose of preventing the unauthorized disclosure of Con\ufb01dential Information as de\ufb01ned below. The parties agree to enter into a con\ufb01dential relationship with respect to the disclosure of certain proprietary and con\ufb01dential information (\u201cCon\ufb01dential Information\u201d). The undersigned Parties agree in consideration of their mutual promises to abide by the following terms and conditions:\n1. Definition of Confidential Information. For purposes of this Agreement, \u201cConfidential Information\u201d shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. Such information shall include, but not be limited to contracts, documents, files, printouts, websites, and other printed and digital information provided by the Disclosing party and also the names, telephone numbers, addresses, fax numbers, email addresses, etc. of the contact, parties, and/or source(s) provided by the Disclosing Party. The Parties acknowledge that the Confidential Information may be written, oral, graphic, pictorial, recorded, or stored and transmitted in digital form or any digital format; and such information is deemed valuable, special or unique assets of the Disclosing Party that were developed or obtained through investment of significant time, efforts and expense, and that access to such information would not be possible but for the relationship of the Parties hereunder.\n2. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.\n3. Pre-Existing Relationships. In the event that any third parties already have a pre-existing working relationship or have previously made contact with any parties to this Agreement via other means, and such third parties were not introduced by any parties to this Agreement, such third party contacts and/ or sources are not subject to the restrictions, terms and conditions of this Agreement.\n4. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to any employees, contractors, agents, and any other third parties as is reasonably required and shall require those persons to sign non-disclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, transmit, use, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, documents, graphics, electronic files, notes, and other written, printed, or electronic copies, or other tangible materials or digital files in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.\n5. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.\n6. Non-Circumvention. The Receiving Party expressly agrees not to circumvent, avoid, bypass or obviate the Disclosing Party in any manner, directly or indirectly, to avoid payment of fees, royalties, or any other obligation in any way involving any of the parties introduced and Confidential Information disclosed pursuant to this Agreement, or any transaction contemplated hereunder or other business arrangement arising out of or connected in any way to the Confidential Information.\n7. Return of Confidential Information. Unless a business agreement, contract, or other business arrangement is entered into, each Party agrees to return or destroy, with written confirmation, all Confidential Information in any form upon conclusion of the evaluation of entering into the transaction or other business arrangement or upon the specific request of the Disclosing Party.\n8. Independent Contractors. Each party is an independent contractor with respect to the other, and nothing in this Agreement will be deemed to place the parties in the relationship of employer-employee, principal-agent, franchisee-franchisor, partners, or joint ventures. Neither party shall have authority to bind the other except to the extent authorized herein.\n9. Integration. The Parties agree that this Agreement constitutes the entire Agreement and the understanding of the Parties concerning subject matter hereof and this Agreement supersedes all previous communications, proposals, representations and agreements, whether oral or written, relating thereto, among these parties. This Agreement may not be amended except in a writing signed by both Parties.\n10. Severability. Should any provisions at this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and shall continue to be in effect.\n11. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.\n12. Governing Law. All matters affecting the interpretation of this Agreement and the rights of the parties hereto shall be governed by the laws of the United States and the State of California, without reference to rules governing choice of laws.\nThis Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party. Each party has signed this Agreement through its authorized representative. We Rock the Spectrum Kid\u2019s Gym, _________________________________\nDisclosing Party Receiving Party\nBy: ______________________________ By: _____________________________\nDina L. Kimmel - President/CEO\nDate: Date:\n", "spans": [ [ 0, 51 ], [ 52, 91 ], [ 91, 437 ], [ 437, 607 ], [ 607, 726 ], [ 727, 770 ], [ 770, 982 ], [ 982, 1322 ], [ 1322, 1788 ], [ 1789, 1834 ], [ 1834, 1923 ], [ 1923, 2048 ], [ 2048, 2136 ], [ 2136, 2275 ], [ 2275, 2358 ], [ 2359, 2390 ], [ 2390, 2754 ], [ 2755, 2790 ], [ 2790, 2943 ], [ 2943, 3231 ], [ 3231, 3529 ], [ 3529, 3852 ], [ 3853, 3870 ], [ 3870, 4268 ], [ 4269, 4291 ], [ 4291, 4754 ], [ 4755, 4794 ], [ 4794, 5138 ], [ 5139, 5167 ], [ 5167, 5411 ], [ 5411, 5503 ], [ 5504, 5520 ], [ 5520, 5827 ], [ 5827, 5904 ], [ 5905, 5923 ], [ 5923, 6195 ], [ 6196, 6208 ], [ 6208, 6321 ], [ 6322, 6341 ], [ 6341, 6569 ], [ 6570, 6694 ], [ 6694, 6770 ], [ 6770, 6802 ], [ 6802, 6835 ], [ 6836, 6868 ], [ 6869, 6873 ], [ 6873, 6904 ], [ 6904, 6908 ], [ 6908, 6937 ], [ 6938, 6968 ], [ 6969, 6980 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 27 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 23 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 21 ] }, "nda-3": { "choice": "Entailment", "spans": [ 8 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 19 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 20 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 10, 13 ] }, "nda-5": { "choice": "Entailment", "spans": [ 19 ] }, "nda-4": { "choice": "Entailment", "spans": [ 20 ] } } } ], "document_type": "search-pdf", "url": "http://www.wrtsfranchise.com/wp-content/uploads/2014/03/NDA.pdf" }, { "id": 178, "file_name": "NDA_7.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis agreement is made this 28th of March 2014\nBetween\nCOMPANY NAME A (Registration Number)\nADDRESS\nPROVINCE\nCOUNTRY\nand\nCOMPANY NAME B (Registration Number)\nADDRESS\nPROVINCE\nCOUNTRY\nWhere as the parties here to wish to hold discussions concerning financial and Investment issues with regards to the project XXXXX (\u201cthe Field\u201d) and may wish to disclose to one another confidential technical and business information relating to or relevant within the Field (\u201cthe Confidential Information\u201d) and wish to ensure that the Confidential Information remains confidential.\nNow it is agreed as follows:-\n1. The extent of the Confidential Information to be disclosed will at all times be at the discretion of the disclosing party.\n2. Each party will treat the confidential information disclosed to it by the other party as a secret and confidential and will not except with the prior written consent of the other, make use of the same except for the purpose of evaluation thereof, nor disclose the same to any third party except, and then only to the extent necessary to evaluate the same, to such of its employees as shall have been made fully aware that the same is secret and confidential and are bound to treat it as such.\n3. Disclosure: A party (the \u201cdisclosing Party\u201d) may, in connection with the Business Discussions, disclose to the other Party information, including, without limitation, oral, written, graphical or electronic information and all compilations, analyses, notes, copies prepared, generated or delivered there from, which is identified as \u201cconfidential information\u201d or \u201cconfidential business information\u201d (the \u201cConfidential Business Information\u201d) by the Disclosing Party at the time of disclosure to the receiving party (the \u201cReceiving Party\u201d). The fact the Business Discussions are occurring and any negotiations, terms or facts related to the Business Discussions are Confidential Business Information.\n4. The restrictions as to the use and disclosure set out above shall not apply to:\na. any of the confidential information which is or becomes published otherwise than by unauthorised publication in breach of this agreement.\nb. or any of the Confidential Information which is shown by written or other tangible evidence to have been known to the recipient prior to the date of the disclosure hereunder.\nc. or any of the confidential information which is lawfully acquired by the recipient from an independent source having a bona fida right to disclose the same.\nd. or any Confidential Information which as demonstrate by tangible evidence is independently developed by an employee of the recipient who has not had access to any of the Information disclosed to the recipient by the other party.\n5. Neither party shall, with out the prior written consent of the other party, copy or reproduce any document which may be supplied hereunder and either party receiving any such document will a) return the same and any copies made thereof to the party supplying the same if so requested by the supplying party and b) certify in writing that it has complied with this agreement.\n6. The obligations of confidentiality in this agreement shall cease when both parties give written notification of its termination, or 5 years after the date hereof, whichever is the sooner.\n7. The confidential information, including any documents, drawings, sketches, designs, materials or samples supplied hereunder, will remain the property of the party disclosing or supplying the same and no rights are granted to the other party in the same, whether patented or not except the limited right to use set out above with respect to the said Field.\n8. The parties do not intend that any agency or partnership relationship be created between them by this agreement.\n9. All the additions to this agreement must be made in writing and must be executed by both parties.\n10. This agreement must be in accordance with, and governed in all respects by the laws of Spain.\n11. Each party shall be not entitled to assign the rights and obligations hereunder to any successor in title of its entire business in the Field without consent of the other party.\nSigned on behalf of \u201cCOMPANY NAME A\u201d\nBy------------------------------------------------ name: \u201cname and surname\u201d\nPosition:\nSigned on behalf of \u201cCOMPANY NAME B\u201d\nBy------------------------------------------------ name: \u201cname and surname\u201d\n", "spans": [ [ 0, 24 ], [ 25, 71 ], [ 72, 79 ], [ 80, 116 ], [ 117, 124 ], [ 125, 133 ], [ 134, 141 ], [ 142, 145 ], [ 146, 182 ], [ 183, 190 ], [ 191, 199 ], [ 200, 207 ], [ 208, 589 ], [ 590, 619 ], [ 620, 745 ], [ 746, 1241 ], [ 1242, 1783 ], [ 1783, 1942 ], [ 1943, 2025 ], [ 2026, 2166 ], [ 2167, 2344 ], [ 2345, 2504 ], [ 2505, 2736 ], [ 2737, 2929 ], [ 2929, 3051 ], [ 3051, 3114 ], [ 3115, 3305 ], [ 3306, 3664 ], [ 3665, 3780 ], [ 3781, 3881 ], [ 3882, 3979 ], [ 3980, 4161 ], [ 4162, 4198 ], [ 4199, 4274 ], [ 4275, 4284 ], [ 4285, 4321 ], [ 4322, 4397 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 27 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 16 ] }, "nda-19": { "choice": "Entailment", "spans": [ 26 ] }, "nda-12": { "choice": "Entailment", "spans": [ 18, 22 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 23, 24 ] }, "nda-3": { "choice": "Entailment", "spans": [ 16 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 15 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 23 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 18, 21 ] }, "nda-5": { "choice": "Entailment", "spans": [ 15 ] }, "nda-4": { "choice": "Entailment", "spans": [ 15 ] } } } ], "document_type": "search-pdf", "url": "http://www.seyed.tech/EPC/theory/NDA.pdf" }, { "id": 179, "file_name": "mnda-1110.pdf", "text": "931 Monroe Drive, Suite 102-303\nAtlanta, Georgia 30308\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement (this \u201cAgreement\u201d) is made as of this day of , 2011 \u201cEffective Date\u201d), between AirWatch, LLC (\"AirWatch\u201d) and __(\u201cCompany\u201d).\nTo further the potential business relationship between AirWatch and Company (the \u201cPurpose\u201d), it is necessary and desirable that each party to this Agreement furnish the other party with certain proprietary information, which includes, but is not limited to that which relates to software, computer codes or instructions, developments, inventions, processes, designs, drawings, engineering, pricing, research, statistics, business plans, product plans, products, services, customers or prospective customers, contractors, licensors, suppliers, markets, marketing, finances, and any other materials that have not been made available to the general public and which have been the subject of reasonable efforts to be kept secret (\"Confidential Information\").\nThe party disclosing such Confidential Information shall be the \"Discloser\" and the party receiving such Confidential Information shall be the \"Recipient\". In consideration of each party to this Agreement receiving the other party\u2019s Confidential Information, each party agrees, by its signature below, to use the Confidential Information only as agreed herein unless otherwise agreed to in a written instrument signed by both parties. Now, therefore, it is agreed as follows:\n1. Recipient shall not communicate Discloser\u2019s Confidential Information to any third party and shall use its best efforts to prevent inadvertent disclosure of the Confidential Information to any third party.\n2. Recipient shall neither use Discloser\u2019s Confidential Information nor circulate it within its own organization, except to the extent necessary for negotiations, discussions and consultations with personnel or authorized representatives of Discloser and then only to those who been advised that they are subject to the terms of this Agreement and have signed a non-disclosure or other equivalent agreement that protects the Confidential Information.\n3. Recipient shall not use any of Discloser\u2019s Confidential Information for its own benefit other than for the Purpose.\n4. Recipient shall have no obligation with respect to information that: (a) was in the public domain at the time of Discloser's communication thereof to Recipient; (b) entered the public domain through no fault of Recipient subsequent to the time of Discloser's communication thereof to Recipient; (c) was in Recipient's possession free of any obligation of confidence at the time of Discloser's communication thereof to Recipient; (d) can be shown by documentation to have been independently developed by the Recipient without the use of or reference to any Confidential Information; or (e) disclosure is required by court or government order and Discloser has been given notice of such order so that they may seek a protective order or other appropriate remedy.\n5. This Agreement, the resulting disclosure of Confidential Information and any subsequent discussions between the Parties shall not create any obligations other than those expressly stated herein and the parties shall not be obligated to enter into any further agreement relating to the Purpose. Nothing in this Agreement creates or shall imply the formation of any partnership, joint venture, or agency. Each party understands and acknowledges that the other may provide, engages in, or contemplates providing or engaging in, activities which are or may be competitive with the activities of the other, and nothing in this Agreement prohibits either party from providing and/or engaging in such competitive activities, or from entering into discussions with third parties concerning matters similar to those contemplated by this Agreement, provided that they shall not use, reference, or disclose any third parties the Confidential Information received by them pursuant to this Agreement.\n6. No rights, licenses, titles or interests of any nature in or relating to any intellectual property right of the Discloser shall be deemed to be conferred by this Agreement or by any disclosure of Discloser Confidential Information made to the Recipient except the limited right to review such Discloser Confidential Information in connection with the Purpose. Recipient agrees that it will not modify, adapt, translate, duplicate, disassemble, reverse assemble, reverse compile, or reverse engineer, or take similar action with respect to any software provided by Discloser in connection with this Agreement for any purpose, or otherwise attempt to discover the underlying source code of any such software..\n7. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY DISCLOSER ON AN \"AS IS\" BASIS AND DISCLOSER MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY OR COMPLETENESS OF ITS CONFIDENTIAL INFORMATION. ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.\n8. Each party acknowledges that its obligations under this Agreement are necessary and reasonable in order to protect Discloser and Discloser\u2019s business, and each party expressly acknowledges that monetary damages would be inadequate to compensate Discloser for any breach by Recipient of Recipient\u2019s covenants and agreements set forth in this Agreement. Accordingly, each party further acknowledges that any such violation or threatened violation will cause irreparable injury to Discloser. In addition to any other remedies that may be available, in law, in equity or otherwise, Discloser shall be entitled to obtain injunctive relief to enforce the provisions of this Agreement, and the prevailing party in any such litigation shall be entitled to recover all reasonable expenses of litigation, including reasonable attorneys\u2019 fees and costs.\n9. All Confidential Information furnished by Discloser to Recipient shall remain the property of Discloser and shall be returned to Discloser promptly at its request with all copies made thereof or destroyed and a certificate of such destruction provided to Discloser signed by a duly authorized representative of Recipient.\n10. This Agreement shall govern all communications between Wandering Wifi and Company that are made during the period from the date of this Agreement to the date on which either party receives from the other written notice that subsequent communications shall not be so governed.\n11. This Agreement shall continue in full force and effect for a period of three (3) years from the Effective Date. This Agreement may be terminated at any time during the period of the Agreement by mutual agreement by the Parties or upon sixty (60) days written notice to the other Party. Unless governed by contrary confidentiality provisions contained in any definitive agreement between the parties, the termination of this Agreement or the conclusion of the discussions between the parties regarding the Purpose (the \u201cExchange End Date\u201d), the commitments of Recipient shall survive and continue for a period of five (5) years following such termination or the Exchange End Date; provided, however that the obligations of Recipient with respect to any Confidential Information that constitutes a trade secret shall survive for so long as such information remains a trade secret under applicable law.\n12. This Agreement shall be construed in accordance with the laws of the State of Georgia.\n13. This Agreement contains the entire agreement and understanding of the parties relating to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of every nature between them. This Agreement and the right to review any Confidential Information disclosed hereunder may not be assigned without the prior written consent of Discloser. This Agreement may not be changed or modified, except by an agreement in writing signed by both of the parties. The failure or delay on the part of either party to exercise any right under this Agreement shall not be deemed a waiver of any rights under this Agreement. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.\nIN WITNESS WHEREOF, the parties, by their duly authorized representatives and intending to be legally bound, hereby execute this Mutual Non-Disclosure Agreement effective as of the Effective Date.\nAIRWATCH, LLC COMPANY\nBy By\n (Authorized Signature) (Authorized Signature)\n (Print or Type Name and Title) (Print or Type Name and Title)\n (Date SIgned) (Date Signed)\n", "spans": [ [ 0, 31 ], [ 32, 54 ], [ 55, 86 ], [ 87, 248 ], [ 249, 1003 ], [ 1004, 1160 ], [ 1160, 1439 ], [ 1439, 1479 ], [ 1480, 1687 ], [ 1688, 2138 ], [ 2139, 2257 ], [ 2258, 2330 ], [ 2330, 2422 ], [ 2422, 2556 ], [ 2556, 2690 ], [ 2690, 2846 ], [ 2846, 3021 ], [ 3022, 3319 ], [ 3319, 3428 ], [ 3428, 4012 ], [ 4013, 4376 ], [ 4376, 4723 ], [ 4724, 4939 ], [ 4939, 5035 ], [ 5036, 5391 ], [ 5391, 5528 ], [ 5528, 5881 ], [ 5882, 6206 ], [ 6207, 6486 ], [ 6487, 6603 ], [ 6603, 6777 ], [ 6777, 7390 ], [ 7391, 7481 ], [ 7482, 7711 ], [ 7711, 7867 ], [ 7867, 7979 ], [ 7979, 8136 ], [ 8136, 8340 ], [ 8341, 8537 ], [ 8538, 8559 ], [ 8560, 8565 ], [ 8566, 8567 ], [ 8567, 8612 ], [ 8613, 8614 ], [ 8614, 8675 ], [ 8676, 8677 ], [ 8677, 8704 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 21 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 20, 27 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 4 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 31 ] }, "nda-12": { "choice": "Entailment", "spans": [ 11, 15 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 27 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 8 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 21 ] }, "nda-8": { "choice": "Entailment", "spans": [ 11, 16 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 9 ] }, "nda-4": { "choice": "Entailment", "spans": [ 10 ] } } } ], "document_type": "search-pdf", "url": "https://www.air-watch.com/downloads/legal/mnda-1110.pdf" }, { "id": 180, "file_name": "modelnondisclosureagreement1.pdf", "text": "Office for National Statistics\nNON-DISCLOSURE AGREEMENT\nThis agreement made by and between the Office for National Statistics (hereinafter the \"ONS\") supplier name(hereinafter the \"RECIPIENT\") of (hereinafter the \"Supplier\u201d).\nWHEREAS, ONS wishes to disclose to the RECIPIENT information relating to information on requirement\nWHEREAS, the RECIPIENT wishes to receive such Information for the purpose of enabling the RECIPIENT as a supplier to the ONS, to fully comprehend\u2026. The reason why supplier needs access to the requirement\nNOW THEREFORE, the parties hereto agree as follows:\n1. The RECIPIENT shall in consideration of the disclosure of the Information for the purpose specified above hold in confidence and prevent disclosure of such information to any third-party other than the Supplier detailed herein. The RECIPIENT shall not use the Information except for the permitted purpose.\n2. The RECIPIENT and Supplier will limit access to the Information to only those of its employees, agents, sub-contractors (and employees of same) who have an absolute need to know in order to fulfil the purposes for which the Information was disclosed and shall notify such employees, agents, sub-contractors (and employees of same) of the RECIPIENT'S obligations under this Agreement.\n3. The RECIPIENT shall have no obligation with respect to such Information if such Information:\n(a) is in the public domain at the time of disclosure or becomes publicly known through no wrongful act of the RECIPIENT; or\n(b) is known to the RECIPIENT at the time of disclosure and the RECIPIENT can prove such fact to ONS's reasonable satisfaction; or\n(c) is independently developed by the RECIPIENT, provided the RECIPIENT can show that such development was accomplished without reference to or use of the Information: or\n(d) becomes known to the RECIPIENT from a source other than ONS having the rights to disclose such Information to the RECIPIENT without breach of this Agreement by the RECIPIENT.\n4. All tangible forms of the Information, such as written documentation, delivered by ONS to the RECIPIENT and all copies thereof made by the RECIPIENT pursuant to this Agreement shall be and remain the property of ONS, and all such tangible Information shall be promptly returned to ONS upon request.\n5. ONS makes no warranty regarding the accuracy or completeness of the Information provided hereunder, and accepts no responsibility for any expenses, losses or action incurred or undertaken by the RECIPIENT as a result of the receipt or use of such Information.\n6. The RECIPIENT acknowledges that all Intellectual Property Rights (IPR) in and to the Information shall at all times remain vested in ONS. However, the RECIPIENT may make as many copies of the Information as are necessary for the permitted purpose.\n7. The obligation under this Agreement shall continue for an indefinite period from the date of disclosure of Information. In the event of dispute as to the date of actual disclosure the Information, this shall be deemed to have been disclosed on the date this agreement is signed.\n8. The RECIPIENT agrees to comply fully with all relevant export laws of the United Kingdom to assure that neither the Information nor any direct product thereof are (i) exported, directly or indirectly, in violation of Export Laws; or (ii) are intended to be used for any purposes prohibited by the Export Laws.\n9. This Agreement expresses the entire Agreement and understanding between the parties and supersedes any previous understandings, commitments or agreements, oral or written, pertaining to the subject matter of this Agreement.\n10. This Agreement shall be governed by and interpreted in accordance with English Law. The RECIPIENT hereby agrees to submit itself to the exclusive jurisdiction of the English Courts in the event of any dispute.\nNotwithstanding the date of signature hereof, the Effective Date of this Agreement shall be xxxxxxxx\nSigned for : Signed for and on behalf of :\nThe RECIPIENT ONS\nSigned......................................... Signed.....................................\nTitle..\u2026\u2026\u2026\u2026\u2026......................... Title..........................................\nName ....................\u2026\u2026\u2026\u2026\u2026\u2026 Name.......................................\nDate............................................. Date.........................................\n", "spans": [ [ 0, 30 ], [ 31, 55 ], [ 56, 225 ], [ 226, 325 ], [ 326, 474 ], [ 474, 529 ], [ 530, 581 ], [ 582, 813 ], [ 813, 890 ], [ 891, 1277 ], [ 1278, 1373 ], [ 1374, 1498 ], [ 1499, 1629 ], [ 1630, 1800 ], [ 1801, 1979 ], [ 1980, 2281 ], [ 2282, 2544 ], [ 2545, 2686 ], [ 2686, 2795 ], [ 2796, 2919 ], [ 2919, 3077 ], [ 3078, 3244 ], [ 3244, 3314 ], [ 3314, 3390 ], [ 3391, 3617 ], [ 3618, 3706 ], [ 3706, 3831 ], [ 3832, 3932 ], [ 3933, 3975 ], [ 3976, 3993 ], [ 3994, 4042 ], [ 4042, 4085 ], [ 4086, 4124 ], [ 4124, 4171 ], [ 4172, 4204 ], [ 4204, 4247 ], [ 4248, 4298 ], [ 4298, 4343 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 15, 17 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 19 ] }, "nda-12": { "choice": "Entailment", "spans": [ 10, 13 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 15 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 9 ] }, "nda-17": { "choice": "Entailment", "spans": [ 18 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 10, 14 ] }, "nda-5": { "choice": "Entailment", "spans": [ 9 ] }, "nda-4": { "choice": "Entailment", "spans": [ 8 ] } } } ], "document_type": "search-pdf", "url": "https://www.ons.gov.uk/file?uri=%2Faboutus%2Ftransparencyandgovernance%2Ffreedomofinformationfoi%2Fconflictsofinterest%2Fmodelnondisclosureagreement1.pdf" }, { "id": 182, "file_name": "mutual_non_disclosure_agreement-20171020.pdf", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis MUTUAL NON-DISCLOSURE AGREEMENT, dated as of _______________, 2017 is entered into by and between Spa de Soleil, Inc., a California corporation having a principal business address at 10443 Arminta Street, Sun Valley, California 91352 (hereafter \u201cSpa De Soleil\u201d) and ____________________, a whose principal address is ______________________________(hereafter \u201cBusiness\u201d) (Spa De Soleil and Business are sometimes hereafter referred to as \u201c Parties\u201d or individually \u201cParty\u201d). It is understood and agreed to that the Parties would each like to provide the other with certain information that may be considered confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information, the Parties agree as follows:\n1.0 The confidential information to be disclosed under this Agreement (\u201dConfidential Information\u201d) can be described as and includes: technical and business information relating to proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as \u201cConfidential Information\u201d or proprietary at the time of its disclosure.\na. In addition to the above, Confidential Information shall also include, and the Parties shall have a duty to protect, other confidential and/or sensitive information which is (a) disclosed as such in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or (b) disclosed by in any other manner and identified as confidential at the time of disclosure and is also summarized and designated as confidential in a written memorandum delivered within thirty (30) days of the disclosure.\n2.0 The Parties shall use the Confidential Information only for the purpose of evaluating a potential business, employment and/or investment relationship with the other party.\n3.0 The Parties shall limit disclosure of Confidential Information within its own organization to its directors, officers, partners, members and/or employees having a need to know Confidential Information and shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) without the prior written consent of the other party, which consent shall not be unreasonably withheld. The Parties shall satisfy their obligations under this paragraph if they take affirmative measures to ensure compliance with these confidentiality obligations by its employees, agents, consultants and others who are permitted access to or use of the Confidential Information.\n4.0 This Agreement imposes no obligation upon the Parties with respect to any Confidential Information (a) that was possessed by the receiving party before receipt; (b) is, or becomes a matter of, public knowledge through no fault of the receiving party; (c) is rightfully received from a third party not owing a duty of confidentiality to the disclosing party; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of, the disclosing party; or (e) is independently developed.\n5.0 The Parties warrant that they have the right to make the disclosures under this Agreement. 6.0 This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon either party any rights, license or authority in or to the information exchanged, except the limited right to use Confidential Information specified in Section 2 above. Furthermore and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement.\n7.0 Neither party has an obligation under this Agreement to purchase any services, goods, or intangibles from the other party. Furthermore, both Parties acknowledge and agree that the exchange of information under this Agreement shall not commit or bind either party to any present or future contractual relationship (except as specifically stated herein), nor shall the exchange of information be construed as an inducement to act or not to act in any given manner.\n8.0 Neither party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, or otherwise, based on either party\u2019s decision to use or rely on any information exchanged under this Agreement.\n9.0 The validity, construction and performance of this Agreement shall be governed by the laws, without regard to the laws as choice or conflict of laws, of the state of California. In the event of any dispute involving this Agreement, the parties hereby agree that such dispute shall be resolved in the appropriate State or Federal court, in the county of Los Angeles, state of California, and the parties hereby agree that proper venue and jurisdiction shall lie with any court of competent jurisdiction in the county of Los Angeles, state of California.\n10.0 In the event of a breach, or threatened breach of any provision of this Agreement, the non-breaching party shall give the breaching party a notice to cure within three (3) business days. In the event the breach is not cured, the non-breaching party shall have the right to bring appropriate legal action in the appropriate State or Federal court as set forth in Paragraph 9 above. The non-breaching party shall have the right to bring a temporary restraining order, preliminary injunction and permanent injunction in addition to receiving any damages which the non-breaching party may prove in the appropriate litigation identified in Paragraph 9 above.\n11.0 Binding Arbitration Provision: This paragraph is inserted for the purposes of electing binding arbitration which will prevail over the provisions in Paragraphs 9 and 10 with respect to resolution of any dispute. WWWIn order to have this Paragraph 11 in effect, upon execution of this Agreement by both parties in the signature block on Page 5, both parties must sign at the bottom of said Paragraph 11 for this Paragraph 11 to be binding. If both parties do not sign this Paragraph 11 then the provisions of Paragraphs 9 and 10 shall control. If both parties sign below in Paragraph 11 then the provisions of this paragraph with respect to conducting any dispute shall control over the litigation provisions provided in Paragraphs 9 and 10. However, the laws of California shall apply and the arbitration shall take place in Los Angeles, California as set forth below. Upon signing at the bottom of Paragraph 11 in addition to signing on Page 5, the parties agree to submit to binding arbitration in the state of California which shall be a binding arbitration proceeded to be conducted under the Commercial Arbitration Rules of the American Arbitration Association of Los Angeles, California. The subject to binding arbitration will include, without limitation, disputes regarding any breach of contract by either party or any other remedies available to a non-breaching party for failure to perform a condition of this Agreement. The parties agree that such binding arbitration shall be a final decision of the American Arbitration Association. The parties agree that arbitration will be the sole means of resolving such disputes and both parties waive any rights to resolve disputes by a court proceeding or other means and any judgment received in such binding arbitration shall be enforced in the appropriate State or Federal court. In the event of a breach of this Agreement, it is specifically agreed that the non-breaching party may bring a cause of action for a preliminary and permanent injunction in the appropriate state or federal court and thereafter submit the balance of the dispute to binding arbitration if elected under this section. Each party shall pay for one-half the cost of the arbitration. The prevailing party shall be reimbursed for said costs from the non- prevailing party.\nWe specifically elect the arbitration provision in this Agreement:\nParty 1 : Spa de Soleil Party 2: Business\n12. All notices hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, one day after delivery to a nationally recognized overnight delivery service, charges prepaid, or three days after being sent by registered or certified mail, postage prepaid, to the parties at their respective addresses set forth above and:\nIf to Spa de Soleil, to:\nSpa de Soleil, Inc.\n10443 Arminta Street\nSun Valley, California 91532\nAttention: Rena Revivo\nIf to_____, to:\nAttn:\n13. This Agreement contains the entire understanding between the Parties concerning the disclosure of Confidential Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and signed by authorized representatives of both Parties.\n14. The validity, construction and performance of this Agreement shall be governed by the laws, without regard to the laws as choice or conflict of laws, of the State of California. The Parties agree that the proper venue to bring any action to enforce any provision of this Agreement shall in any court of competent jurisdiction in Los Angeles, California.\n15. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.\n16. This Agreement may be executed in two or more counterpart, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.\nWHEREFORE, the Parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein. Spa De Soleil, Inc.\nA California Corporation\nBY: ______________________________________\u00a0 BY: ______________________________________\nNAME: __________________________________\u00a0 NAME: __________________________________\nTITLE: ___________________________________\u00a0 TITLE: ___________________________________\nSIGNATURE: ______________________________\u00a0 SIGNATURE: ______________________________\n", "spans": [ [ 0, 31 ], [ 32, 354 ], [ 354, 395 ], [ 395, 407 ], [ 407, 511 ], [ 511, 658 ], [ 658, 800 ], [ 801, 805 ], [ 805, 1411 ], [ 1412, 1589 ], [ 1589, 1719 ], [ 1719, 1943 ], [ 1944, 1948 ], [ 1948, 2119 ], [ 2120, 2124 ], [ 2124, 2550 ], [ 2550, 2825 ], [ 2826, 2830 ], [ 2830, 2929 ], [ 2929, 2991 ], [ 2991, 3081 ], [ 3081, 3188 ], [ 3188, 3315 ], [ 3315, 3346 ], [ 3347, 3351 ], [ 3351, 3442 ], [ 3442, 3719 ], [ 3719, 3850 ], [ 3851, 3978 ], [ 3978, 4317 ], [ 4318, 4634 ], [ 4635, 4639 ], [ 4639, 4817 ], [ 4817, 5191 ], [ 5192, 5197 ], [ 5197, 5384 ], [ 5384, 5578 ], [ 5578, 5850 ], [ 5851, 5887 ], [ 5887, 6068 ], [ 6068, 6295 ], [ 6295, 6399 ], [ 6399, 6597 ], [ 6597, 6725 ], [ 6725, 7050 ], [ 7050, 7288 ], [ 7288, 7403 ], [ 7403, 7694 ], [ 7694, 8009 ], [ 8009, 8072 ], [ 8072, 8159 ], [ 8160, 8226 ], [ 8227, 8268 ], [ 8269, 8625 ], [ 8626, 8650 ], [ 8651, 8670 ], [ 8671, 8677 ], [ 8677, 8691 ], [ 8692, 8720 ], [ 8721, 8743 ], [ 8744, 8759 ], [ 8760, 8765 ], [ 8766, 8987 ], [ 8987, 9115 ], [ 9116, 9298 ], [ 9298, 9473 ], [ 9474, 9746 ], [ 9747, 9923 ], [ 9924, 10077 ], [ 10077, 10096 ], [ 10097, 10121 ], [ 10122, 10166 ], [ 10166, 10170 ], [ 10170, 10208 ], [ 10209, 10215 ], [ 10215, 10251 ], [ 10251, 10257 ], [ 10257, 10291 ], [ 10292, 10336 ], [ 10336, 10343 ], [ 10343, 10378 ], [ 10379, 10390 ], [ 10390, 10422 ], [ 10422, 10433 ], [ 10433, 10463 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 26, 27 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 8 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 8 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 18, 23 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 9, 10, 11 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 15 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 18, 21 ] }, "nda-5": { "choice": "Entailment", "spans": [ 15 ] }, "nda-4": { "choice": "Entailment", "spans": [ 13, 63 ] } } } ], "document_type": "search-pdf", "url": "https://www.spadesoleil.com/media/downloads/mutual_non_disclosure_agreement-20171020.pdf" }, { "id": 183, "file_name": "nda_1.pdf", "text": "Supplier Non-Disclosure Agreement\nThis Nondisclosure Agreement (\u201cAgreement\u201d) is made and entered into as of this ____ day of __________ 20__ (\u201cEffective Date\u201d) by and between Sanmina Corporation a Delaware corporation having a principal place of business at 2700 N. First Street, San Jose, California 95134 and its subsidiaries and affiliates (collectively \u201cSanmina\u201d) and ____________________________ a __________________ company/corporation (\u201cRecipient\u201d) having a principal place of business at _________________________________.\n1. Purpose of Disclosure.\nThe purpose of this Agreement is to permit the parties to evaluate whether to enter into a business relationship and related projects (the \u201cPurpose\u201d). In connection with such discussions, Sanmina may disclose Confidential Informa-tion (defined below) to Recipient.\n2. Confidential Information Defined.\n\u201cConfidential Information\u201d shall mean and include (i) samples and prototypes, (ii) all information disclosed in any form or medium (e.g., written, verbal, electronic, visual) which (a) has been identified by Sanmina as \u201cConfidential,\u201d \u201cProprietary\u201d or other appropriate legend indicating the confidential nature of the information or (b) would reasonably be understood to be confidential. Confidential Information includes, but is not limited to, information regarding pricing, customers and prospective customers, vendors and vendor lists, costed bills of materials, processes (including but not limited to manufacturing processes), know-how, designs (including but not limited to designs of enclosures and printed circuit boards), formulae, computer programs, databases, methods of operation, sales techniques, business methods or plans, marketing plans and strategies, finances, management, plant and equipment, and any other business information relating to Sanmina, whether constituting a trade secret, proprietary information or otherwise, which has value to Sanmina and is treated by Sanmina as being confidential.\n3. Information That Is Not Confidential.\nInformation in the following categories shall not be considered Confidential Information under this Agreement: (a) information which is in the public domain at the time of the receipt under this Agreement; (b)\ninformation which comes into the public domain after receipt under this Agreement without a breach of this Agreement by the Recipient; (c) information which the Recipient can show was in the Recipient\u2019s possession before the date of disclosure under this Agreement; (d) information that the Recipient can show was acquired by the Recipient from a third party who was not known by the Recipient to be under an obligation of confidence to Sanmina; and (e) information which the Recipient can show was independently developed by the Recipient without reference to Sanmina\u2019s Confidential Information.\n4. Disclosure Period and Termination.\nThis Agreement controls Confidential Information which is disclosed from the Effective Date until terminated. Recipient\u2019s duty of non-disclosure under this Agreement shall extend beyond the term of this Agreement for a period of three (3) years from the date of last disclosure. This Agreement may be terminated by either party upon thirty (30) days written notice to the other party. The parties agree that Confidential Information constituting a trade secret shall remain subject to the confidentiality obligations of this Agreement for so long as such Confidential Information qualifies as a trade secret under applicable law.\n5. Duty to Protect.\nRecipient shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as the Recipient uses to protect its own Confidential Information of a similar nature. Recipient shall (i) limit access to all Confidential Information to its employees who shall reasonably require access to the Confidential Information for the purpose set forth above, (ii) shall insure that all such employees have signed a nondisclosure agreement in content substantially similar to this Agreement, (iii) shall use the Confidential Information solely in connection with the Purpose, and (iv) shall use due diligence to insure that all such persons comply with the provisions of this Agreement. Recipient shall be liable for any breach of this Agreement by its employees or representatives.\n6. Court Orders.\nNothing contained in this Agreement shall restrict Recipient from disclosing Confidential Information that is required to be disclosed under any subpoena or court order provided that the Recipient provides Sanmina with prompt notice so that Sanmina may, at its expense, seek a protective order or take other appropriate measures.\n7. No Further Rights or Duties Implied.\nSanmina does not warrant that the Confidential Information it discloses, either by itself or when combined with other information or when used in a particular manner, will be sufficient or suitable for the Recipient\u2019s purposes. The Confidential Information is provided \u201cAS IS\u201d with all faults. Sanmina shall not be liable for the accuracy or completeness of the Confidential Information.\nNothing contained herein shall grant a license under any patent or other intellectual property right, nor shall this Agreement or any transmission of information constitute any representation or warranty to the Recipient with respect to infringement of any intellectual property rights of others.\nSanmina has no obligation under this Agreement to purchase any item or service from the Recipient.\n8. Return of Confidential Information.\nWithin ten (10) days after any written request by Sanmina, the Recipient shall promptly return all copies of the Confidential Information except copies required for backup, disaster recovery, or business continuity and in such case the obligations hereunder shall survive until such copies are destroyed.\n9. Governing Law.\nThis Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles. The parties agree that the state courts of Santa Clara County, California and the federal courts located in the Northern District of the State of California shall have exclusive jurisdiction and venue to adjudicate any and all disputes arising out of or in connection with this Agreement. The parties consent to the exercise by such courts of personal jurisdiction over them and each party waives any objection it might otherwise have to venue, personal jurisdiction, inconvenience of forum, and any similar or related doctrine.\n10. Remedies.\nRecipient agrees that its obligations hereunder are necessary and reasonable in order to protect Sanmina and Sanmina\u2019s business, and expressly agrees that monetary damages will be inadequate to compensate Sanmina for any breach by either party of any covenants and agreements set forth herein. Accordingly, Recipient agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to Sanmina and that, in addition to any other remedies that may be available, in law, in equity or otherwise, Sanmina will be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages and without the necessity of posting bond.\n11. Export Restrictions.\nRecipient acknowledges its obligations to control access to technical data under the U.S. export laws and regulations and agrees to adhere to such laws and regulations with regard to any technical data received under this Agreement.\n12. Entire Agreement.\nThis document contains the complete and exclusive Agreement between the parties, and it is intended to be final expression of their agreement. No promise, representation, warranty or covenant not included in this document has been or is relied upon by any party. Each party has relied upon its own examination of the warranties, representations and covenants expressly contained in the Agreement itself. No modification or amendment of this Agreement shall be of any force unless in writing executed by all parties hereto.\n13. Notices.\nWherever one party is required or permitted or required to give written notice to the other under this Agreement, such notice will be given by hand, by certified U.S. mail, return receipt requested, by overnight courier, or by fax and addressed to the appropriate officer of such party (with a copy to the Legal Department) at the address set forth in the preamble. All such notices shall be effective upon receipt. Either party may designate a different notice address from time to time upon giving five (5) days\u2019 prior written notice thereof to the other party.\n14. Assignment.\nNeither this Agreement nor any rights or obligations hereunder shall be transferred or assigned by either party without the written consent of the other party, which consent shall not be unreasonably withheld or delayed. Sanmina Corporation __________________________________\nBy:______________________________ By:_______________________________\nPrinted Name:______________________ Printed Name:______________________\nTitle:_____________________________ Title:_____________________________\nDate:_____________________________ Date:_____________________________\n", "spans": [ [ 0, 24 ], [ 24, 33 ], [ 34, 372 ], [ 372, 401 ], [ 401, 496 ], [ 496, 530 ], [ 531, 556 ], [ 557, 708 ], [ 708, 821 ], [ 822, 858 ], [ 859, 909 ], [ 909, 937 ], [ 937, 1040 ], [ 1040, 1193 ], [ 1193, 1248 ], [ 1248, 1980 ], [ 1981, 2021 ], [ 2022, 2133 ], [ 2133, 2228 ], [ 2228, 2231 ], [ 2232, 2367 ], [ 2367, 2498 ], [ 2498, 2682 ], [ 2682, 2828 ], [ 2829, 2866 ], [ 2867, 2977 ], [ 2977, 3146 ], [ 3146, 3252 ], [ 3252, 3496 ], [ 3497, 3516 ], [ 3517, 3841 ], [ 3841, 3857 ], [ 3857, 4024 ], [ 4024, 4156 ], [ 4156, 4244 ], [ 4244, 4351 ], [ 4351, 4446 ], [ 4447, 4463 ], [ 4464, 4515 ], [ 4515, 4793 ], [ 4794, 4833 ], [ 4834, 5062 ], [ 5062, 5128 ], [ 5128, 5221 ], [ 5222, 5518 ], [ 5519, 5617 ], [ 5618, 5656 ], [ 5657, 5961 ], [ 5962, 5979 ], [ 5980, 6137 ], [ 6137, 6426 ], [ 6426, 6665 ], [ 6666, 6679 ], [ 6680, 6974 ], [ 6974, 7438 ], [ 7439, 7463 ], [ 7464, 7696 ], [ 7697, 7718 ], [ 7719, 7862 ], [ 7862, 7982 ], [ 7982, 8123 ], [ 8123, 8241 ], [ 8242, 8254 ], [ 8255, 8621 ], [ 8621, 8671 ], [ 8671, 8818 ], [ 8819, 8834 ], [ 8835, 9056 ], [ 9056, 9076 ], [ 9076, 9110 ], [ 9111, 9145 ], [ 9145, 9179 ], [ 9180, 9216 ], [ 9216, 9251 ], [ 9252, 9288 ], [ 9288, 9323 ], [ 9324, 9359 ], [ 9359, 9393 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 44 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 11, 15 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 10, 11, 12, 13, 14 ] }, "nda-19": { "choice": "Entailment", "spans": [ 26, 28, 47 ] }, "nda-12": { "choice": "Entailment", "spans": [ 17, 23 ] }, "nda-20": { "choice": "Entailment", "spans": [ 47 ] }, "nda-3": { "choice": "Entailment", "spans": [ 10, 11, 12, 13, 14 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 31, 32 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 38, 39 ] }, "nda-13": { "choice": "Entailment", "spans": [ 17, 18, 22 ] }, "nda-5": { "choice": "Entailment", "spans": [ 31, 32 ] }, "nda-4": { "choice": "Entailment", "spans": [ 31, 34 ] } } } ], "document_type": "search-pdf", "url": "https://www.sanmina.com/wp-content/uploads/2016/04/nda.pdf" }, { "id": 184, "file_name": "nda_11.pdf", "text": "\u00ae\nSECURE\nTRANSPORTATION\nNon-Disclosure Agreement\nTHIS MUTUAL NON-DISCLOSURE AGREEMENT is made with effect from..........................................between:\n1. SECURE TRANSPORTATION LIMITED whose registered office is Kemp House, 152 City Road, London, EC1V 2NX England, with company number 07256974, trading as Secure Transportation Ltd; and\n2. ..........................................................................................whose registered office or principal place of business is at ..............................................................................................................with company number.................(\"the Company\") WHEREAS\nSecure Transportation and the Company wish to enter into discussions during which it will be necessary for each party (the \"Disclosing Party\") to disclose to the other (the \"Receiving Party\") information of a confidential or proprietary nature (irrespective of the form of presentation or communication including, but not limited to, computer software and data, physical objects and samples) provided that any disclosure of Information made in writing shall be marked confidential or with words of similar effect and that any disclosure made orally shall subsequently be reduced to writing by the Disclosing Party and marked confidential or with words of similar effect with a copy sent to the Receiving Party within 21 days of disclosure (\"Information\").\nIT IS AGREED AS FOLLOWS:\n1. This Agreement will apply to any disclosure of Information on the Effective Date and for [12] months thereafter. The opportunity to provide Information under this Agreement may be terminated at any time upon [30] days' written notice or immediately if either party has reason to believe that the other party is in breach of any of the obligations contained herein. Such termination or any expiration shall not affect any obligation imposed by this Agreement with respect to Information received prior to such termination,\n2. The Receiving Party shall keep confidential the Information for [five (5)] years from the date of disclosure, and shall not disclose the Information to any other person or company without the Disclosing Party's prior written consent, and shall not itself make any use of such Information for any purpose other than the purpose of supply of logistics services (\"the Authorised Purpose\").\n3. The Receiving Party shall: (a) take the same care in protecting the Disclosing Party's Information as it takes in protecting its own confidential information and in any event not less than that which a reasonable person or business would take in protecting its own confidential information; (b) only disclose Information on a need-to-know basis to such of their employees, agents, consultants and contractors as are under similar obligations of confidentiality as contained in this Agreement including, but not limited to, the use of the Information for the Authorised Purpose only; and (c) forthwith upon receipt of a written request from the Disclosing Party or upon termination:\n(i) return all information supplied by the Disclosing Party as well as items and materials relating to or derived from the Information;\n(ii) deliver to the Disclosing Party or at its request destroy immediately all items and materials made by the Receiving Party containing Information, that are not returned pursuant to paragraph (i) above;\n(iii) not keep copies or duplicates of any items or materials referred to in paragraphs (i) or (ii) above; and\n(iv) provide a certificate signed by a senior officer of the Receiving Party confirming that the provisions of this clause have been complied with.\n4. This Agreement shall not apply to any Information which the Receiving Party: (a) can show is or becomes publicly available through no fault of the Receiving Party; (b) can show was in its possession prior to the date of disclosure; (c) may subsequently receive from any third party legally in possession of the Information and who was not restricted from disclosing it; (d) can show is independently acquired by the Receiving Party as a result of work carried out by an employee, consultant or contractor of the Receiving Party to whom no disclosure of Information has been made; or (e) is required to disclose pursuant to a court order or relevant stock exchange provided that the Receiving Party shall have given prior written notice to the Disclosing Party.\n5. This Agreement shall not be deemed to confer or imply the grant or agreement to grant by the Disclosing Party to the Receiving Party of any of its rights under copyright, patents, trademarks, design rights or other similar rights. AH Information supplied hereunder is supplied on an \"as is\" basis and the Disclosing Party gives no representation or warranty as to its accuracy, completeness or fitness for any purpose. The Disclosing Party shall not be liable for any loss or damage suffered by the Receiving Party as a result of the Receiving Party's use of the Information.\n6. This Agreement does not create any agency or partnership relationship. This Agreement will not be assignable or transferable by either party. All additions or modifications to this Agreement must be made in writing and must be signed by both parties.\n7. Notices shall be delivered personally, or by prepaid first class mail, or transmitted by email to the parties at such address or number as the parties shall specify from time to time.\n8. The Agreement is governed by and shall be construed in accordance with the laws of England and the parties submit to the nonexclusive jurisdiction of the English Courts. A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This Agreement contains the entire understanding relative to the protection of the Information covered by this Agreement, is executed by authorised representatives of each party and supersedes all prior and collateral communications, reports and understandings, if any, between the parties regarding the Information.\nFor and on behalf of For and on behalf of\nSECURE TRANSPORTATION LIMITED _________________________________\nSigned __________________________ Signed __________________________\nName __________________________ Name __________________________\nTitle __________________________ Title __________________________\nDate __________________________ Date __________________________\n", "spans": [ [ 0, 1 ], [ 2, 8 ], [ 9, 23 ], [ 24, 39 ], [ 39, 48 ], [ 49, 86 ], [ 86, 160 ], [ 161, 345 ], [ 346, 662 ], [ 662, 669 ], [ 670, 1425 ], [ 1426, 1450 ], [ 1451, 1567 ], [ 1567, 1819 ], [ 1819, 1975 ], [ 1976, 2365 ], [ 2366, 2396 ], [ 2396, 2660 ], [ 2660, 2956 ], [ 2956, 3050 ], [ 3051, 3186 ], [ 3187, 3382 ], [ 3382, 3392 ], [ 3393, 3481 ], [ 3481, 3488 ], [ 3488, 3503 ], [ 3504, 3651 ], [ 3652, 3732 ], [ 3732, 3819 ], [ 3819, 3887 ], [ 3887, 4025 ], [ 4025, 4238 ], [ 4238, 4415 ], [ 4416, 4650 ], [ 4650, 4838 ], [ 4838, 4994 ], [ 4995, 5069 ], [ 5069, 5140 ], [ 5140, 5248 ], [ 5249, 5435 ], [ 5436, 5609 ], [ 5609, 5759 ], [ 5759, 6075 ], [ 6076, 6117 ], [ 6118, 6148 ], [ 6148, 6181 ], [ 6182, 6189 ], [ 6189, 6216 ], [ 6216, 6223 ], [ 6223, 6249 ], [ 6250, 6255 ], [ 6255, 6282 ], [ 6282, 6287 ], [ 6287, 6313 ], [ 6314, 6320 ], [ 6320, 6347 ], [ 6347, 6353 ], [ 6353, 6379 ], [ 6380, 6385 ], [ 6385, 6412 ], [ 6412, 6417 ], [ 6417, 6443 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 33 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 9, 10 ] }, "nda-19": { "choice": "Entailment", "spans": [ 14 ] }, "nda-12": { "choice": "Entailment", "spans": [ 27, 28, 31 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 16, 19, 20, 21, 22, 23, 24, 25 ] }, "nda-3": { "choice": "Entailment", "spans": [ 9, 10 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 16, 18 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 27, 32 ] }, "nda-13": { "choice": "Entailment", "spans": [ 27, 28, 30 ] }, "nda-5": { "choice": "Entailment", "spans": [ 16, 18 ] }, "nda-4": { "choice": "Entailment", "spans": [ 15 ] } } } ], "document_type": "search-pdf", "url": "https://www.secure-transportation.co.uk/uploads/3/1/0/8/31083899/nda.pdf" }, { "id": 186, "file_name": "nda_16.pdf", "text": "Non-Disclosure Agreement (NDA)\nBetween\nCentral Denmark Region\nBusiness reg.-no. 29190925\nSkottenborg 26\nDK-8800 Viborg\n (hereinafter referred to as \u201dCentral Denmark Region\u201d)\nand\nName: ____________________________\nBusiness reg. no. _________________\nAddress: __________________________\nCountry: ___________________________\n(hereinafter referred to as \u201cthe Tenderer\u201d)\n(each a \"Party\" and together the \"Parties\")\nthis Non-Disclosure Agreement has been entered into in connection with \"Udbud, hardware til pr\u00e6hospitale k\u00f8ret\u00f8jer (ambulancer, akutl\u00e6gebiler mv.)\".\n1. Confidentiality undertakings\n1.1\nIn this Agreement \"Confidential Information\" shall, with respect to each Party, mean any and all information which a Party, its directors, employees, representatives or advisors, have received or shall receive in connection with the Business Purpose from the other Party (whether disclosed or obtained in writing, orally, in electronic form, by demonstration or otherwise or in other forms) which (i) by its nature should be treated confidentially or (ii) which have been marked or otherwise designated by the disclosing Party as confidential prior to or after disclosure or receipt. Confidential Information shall furthermore include any and all information regarding the existence, nature, subject matter, or progress of or relating to the Business Purpose.\nHowever, Confidential Information shall not include such information which (i) is or has become publicly known other than through a breach of a confidentiality obligation, (ii) has been received from an independent third party without any restrictions or obligation of confidentiality, or (iii) which the receiving Party can demonstrate has been independently developed by that Party prior to disclosure.\n1.2\nIn consideration of the Parties\u2019 making available to each other Confidential Information as defined in Sub-clause 1.1, each Party hereby agrees to the following confidentiality undertakings for and on behalf of itself and for and on behalf of the Party\u2019s employees, advisors and representatives:\n\u2022 All Confidential Information received by a Party shall be held in complete confidence by such Party and by the Party\u2019s directors, employees, advisors or representatives, and shall not without the prior written consent of the other Party be used for any purpose other than in connection with the purpose for which such Confidential Information was disclosed or received.\n\u2022 A Party shall not disclose any Confidential Information received by it to any person other than those of Party\u2019s employees, advisors and representatives who are directly concerned with the purpose for which such Confidential Information was disclosed or received and who need to know such Confidential Information.\n\u2022 Each Party shall ensure (i) that all persons mentioned in Paragraph 1.2.2 above are made aware, prior to any disclosure, of the confidential nature of the Confidential Information and of the contents of this Agreement and (ii) [that such persons are bound by confidentially with respect to the Confidential Information as If they were a party to this Agreement.\n\u2022 The Parties shall have in effect and maintain adequate security measures to safeguard the Confidential Information from unauthorized access, disclosure, use, and/or misappropriation.\n1.3\nNotwithstanding Sub-clause 1.1, the obligations undertaken by a Party under this Agreement to maintain confidentiality shall not apply to the extent that the Party is or becomes under an obligation to disclose Confidential Information (i) by order of a court of competent jurisdiction, or (ii) under statutory law including according to The Danish Access to Public Administration Files Act, provided that where possible the Party shall first notify the other Party of such obligation and upon request allow the other Party to advance any defense against such obligation where appropriate. In any event, a Party shall notify the other Party of any disclosure made under this Sub-clause 1.3 promptly after disclosure.\n1.4\nA Party shall promptly notify the other Party of, without limitation, any unauthorized access, use, copying or disclosure of Confidential Information of which a Party becomes aware and shall use its best endeavors to terminate such access, use etc. and shall provide all reasonable assistance requested by the other Party in this connection.\n2. Intellectual property rights\n2.1\nAll right, title and interest (including without limitation all intellectual property and other proprietary rights) throughout the world in and to any and all Confidential Information disclosed by a Party as well as inventions, discoveries, improvements, ideas, concepts, designs, know-how, data, code, software, products, information, documentation, techniques, materials and/or other work product in any form and on whatever media and any enhancements, upgrades, modifications and/or alterations thereto in any form, created, conceived, prepared, made, developed, originated and/or delivered (in whole or in part) by or for a Party shall belong exclusively and absolutely to such Party, its sub-contractors and/or licensors (as the case may be).\n2.2\nNothing in this Agreement shall grant or be construed as granting or conferring to a Party any rights, licenses of whatsoever nature, expressly or implied, in the other Party\u2019s intellectual property and Confidential Information.\n2.3\nTo the extent a Party receives software programs from the other Party, the receiving Party is not entitled to carry out reverse engineering of any such software programs or parts thereof, or to utilize such software programs for purposes other than those for which they were clearly and evidently disclosed or received.\n2.4\nEach Party shall not make, nor permit others to make, any references to or use the name of the other Party in any public announcements, promotional, marketing or sales material or efforts without the prior written consent (in each instance) from the other Party.\n3. Remedies\n3.1\nEach Party shall be liable in accordance with Danish law for damages (including claims, expenses and indirect losses of whatsoever nature) arising out of or in connection with that Party\u2019s breach of its obligations under this Agreement, without prejudice to other rights and remedies available including, but not limited to, restrictive injunction and other equitable relief.\n3.2\nA Party\u2019s payment of damages or the application of any other remedies shall not release such Party from its obligations of confidentiality as set forth in this Agreement.\n3.3\nThe Parties make no warranties, expressly or implied, in this Agreement with respect to the accuracy and completeness of and ownership or rightful access to the Confidential Information, and shall bear no responsibility in this respect.\n4. Law and venue\n4.1\nThis Agreement shall be governed by and construed in accordance with Danish law.\n4.2\nAny dispute arising between the Parties under or as a result of this Agreement shall be settled by Danish Institute of Arbitration in accordance with the rules of the Danish Institute of Arbitration in force at the time when such proceedings are commenced. However, restrictive injunctions and similar actions may be sought from any court of competent jurisdiction.\n5. Effect\nThis Agreement shall become effective upon signing, but shall apply also to Confidential Information disclosed to or received by a Party prior to signing.\n , on _______________ , on\n_______________\nFor Central Denmark Region For\n____________________________________ __________________________________\n [Name]\n", "spans": [ [ 0, 30 ], [ 31, 38 ], [ 39, 61 ], [ 62, 88 ], [ 89, 103 ], [ 104, 118 ], [ 119, 120 ], [ 120, 173 ], [ 174, 177 ], [ 178, 184 ], [ 184, 212 ], [ 213, 231 ], [ 231, 248 ], [ 249, 258 ], [ 258, 284 ], [ 285, 294 ], [ 294, 321 ], [ 322, 365 ], [ 366, 409 ], [ 410, 430 ], [ 430, 558 ], [ 559, 590 ], [ 591, 594 ], [ 595, 992 ], [ 992, 1046 ], [ 1046, 1179 ], [ 1179, 1354 ], [ 1355, 1430 ], [ 1430, 1527 ], [ 1527, 1644 ], [ 1644, 1759 ], [ 1760, 1763 ], [ 1764, 2059 ], [ 2060, 2431 ], [ 2432, 2748 ], [ 2749, 2775 ], [ 2775, 2973 ], [ 2973, 3112 ], [ 3113, 3297 ], [ 3298, 3301 ], [ 3302, 3537 ], [ 3537, 3591 ], [ 3591, 3891 ], [ 3891, 4017 ], [ 4018, 4021 ], [ 4022, 4363 ], [ 4364, 4395 ], [ 4396, 4399 ], [ 4400, 5147 ], [ 5148, 5151 ], [ 5152, 5380 ], [ 5381, 5384 ], [ 5385, 5704 ], [ 5705, 5708 ], [ 5709, 5971 ], [ 5972, 5983 ], [ 5984, 5987 ], [ 5988, 6363 ], [ 6364, 6367 ], [ 6368, 6538 ], [ 6539, 6542 ], [ 6543, 6779 ], [ 6780, 6796 ], [ 6797, 6800 ], [ 6801, 6881 ], [ 6882, 6885 ], [ 6886, 7143 ], [ 7143, 7251 ], [ 7252, 7261 ], [ 7262, 7416 ], [ 7417, 7418 ], [ 7418, 7443 ], [ 7444, 7459 ], [ 7460, 7490 ], [ 7491, 7528 ], [ 7528, 7562 ], [ 7563, 7564 ], [ 7564, 7570 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 52 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 48, 50 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Contradiction", "spans": [ 23, 24, 25 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 27, 30 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 23 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 34 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 40, 41, 42, 43 ] }, "nda-13": { "choice": "Entailment", "spans": [ 27, 29 ] }, "nda-5": { "choice": "Entailment", "spans": [ 34 ] }, "nda-4": { "choice": "Entailment", "spans": [ 33, 52 ] } } } ], "document_type": "search-pdf", "url": "https://www.rm.dk/siteassets/om-os/a_udbud/hardware-til-prahospitale-koretojer_2/nda.pdf" }, { "id": 187, "file_name": "nda_2.pdf", "text": "NON \u2013 DISCLOSURE AGREEMENT\n This agreement made this __________ day of ___________ , 20__, by and between:______________________, (\u201cWriter\u201d), and __________________ (\u201cProducer\u2019), .\nWhereas, Writer has written a script (\u201cSubmission\u201d) for a possible future theatrical or motion picture production.\n Whereas, Writer wishes Producer to evaluate said \u201cSubmission\u201d for the sole purpose of determining whether said Submission may be further developed into a motion picture (\u201cProject\u201d).\nNOW, THEREAFTER, in consideration of the premises and mutual covenants herein contained, the parties agree as follows:\n1. 1. All information disclosed by Writer to Producer, in writing, whether or not such information is also disclosed orally, that relates or refers, directly or indirectly, to the Submission, including the Submission itself, shall be deemed confidential and shall constitute Confidential Information, and shall include (i) all documents generated by Producer which contain, comment upon, or relate in any way to any Confidential Information received form Writer, and (ii) any written samples of the Submission received from Writer together with any information derived by Producer there from. .2. Confidential Information shall not include any information:\n .(i) That Producer can show by documentary evidence was known to Producer or prior to the date of its disclosure to Producer by Writer or\n .(ii) That becomes publicly known, by publication or otherwise, not due to any unauthorized act or omission of Producer or any other party having an obligation of confidentiality to Writer; or,\n .(iii) That is subsequently disclos3ed by Writer to any person, firm or corporation on a on-confidential basis; or\n .(iv) That producer can conclusively show by documentary evidence that such information was developed independent of any access to the Confidential Information.\n2. 3. Writer will disclose the Confidential Information to Producer solely for the purpose of allowing Producer to evaluate the Submission to determine, in its sole discretion, whether the Submission may be further developed into a Project.\n3. 4. Producer agrees to accept disclosure of the Confidential Information and to exercise the same degree of care to maintain the Confidential Information secret and confidential as is employed by Producer to preserve and safeguard its own materials and confidential information.\n4. 5. The Confidential Information shall remain the property of Writer and shall not be disclosed or revealed by Producer or anyone else except employees of Producer who have a need to know the information in connection with Producer\u2019s evaluation of the Submission, and who have entered into a secrecy agreement with Producer under which such employees are required to keep confidential the Confidential Information of Writer, and such employees shall be advised by Producer of the confidential nature of the information and that the information shall be treated accordingly. Producer shall be liable for any improper disclosure of the Confidential Information by its employees.\n .6. (i) Producer shall notify Writer of any determination it may arrive at with respect to the further development of the submission, provided, however, that, in doing so, Producer shall not directly or indirectly disclose any Confidential Information to any third party, without the consent of Writer. .(ii) If Producer determines that the Submission cannot be further developed into a Project, within <\u2026.> months of the receipt of the Submission, Producer shall within five (5) business days after such determination return any and all Confidential Information to Writer, along with all copies or derivatives thereof and all writings generated by Producer in connection with Producer\u2019s evaluation of the Submission or the Confidential Information.\n5. 7. If Producer determines that the Submission is suitable for further development into a Project, Producer and Writer will attempt to agree on a schedule for development, and compensation to Writer for the submission.\n6. 8. Other than as specifically provided herein, Producer will not use the Confidential Information for any purpose whatsoever other than for the sole purpose permitted in paragraph 3 hereof, unless and until a further executed agreement is first made between the parties setting forth the terms and conditions under which rights to the Submission and the Confidential Information are to be licensed to, or acquired by, Producer.\n7. 9. Writer agrees that it will not contact any party or parties other than Producer concerning the Confidential Information without prior written authorization from Producer during the term of this agreement.\n .10. Producer\u2019s obligations under paragraphs 3,4, and 8 of this agreement shall extend from the date of this agreement and shall survive the expiration or termination of this agreement, provided, however, that Producer\u2019s obligations under paragraphs 3 and 4 of this agreement shall terminate immediately in the event that Writer .shall purposefully disclose the Confidential Information to any other person, firm, or corporation on a non-confidential basis, during the term of this Agreement.\n8. 11. Writer hereby expressly warrants that it has the full right and authority to disclose the Confidential Information to Producer, and that no prior public non-confidential disclosure of the Confidential Information ahs been made by Writer nor, to the best of Writer\u2019s knowledge, by any other party.\n9. 12. Nothing in this agreement shall be deemed a sale or offer for sale of the Submission, and nothing contained herein shall in any way obligate Writer to grant to Producer a license or any other rights, directly or by implication, estoppel or otherwise to the Confidential Information or the Submission.\n10. 13. Subject to paragraph 10 above, this agreement shall terminate ________ years from the date of this agreement, unless extended by mutual agreement of the parties. This agreement may be terminated prior to the expiration of __________ from the date this agreement by either Writer or Producer upon thirty (30) days\u2019 written notice to the other parties of an intention to terminate.\n11. 14. This agreement sets forth the entire agreement between the parties and may not be amended or modified except by a writing signed by all of the parties.\n12. 15. This agreement shall be governed by the laws of the State of California without regard to the conflict of laws provisions thereof.\n13. 16. This agreement may be executed in counterparts.\nIN WITNESS WHEREOF, the parties have executed this agreement as of the day and year first above written.\nWRITER PRODUCER\nBy: By:\nName: Name:\nTitle:\nDate: Date:\n", "spans": [ [ 0, 26 ], [ 27, 28 ], [ 28, 180 ], [ 181, 295 ], [ 296, 297 ], [ 297, 478 ], [ 479, 597 ], [ 598, 604 ], [ 604, 917 ], [ 917, 1065 ], [ 1065, 1191 ], [ 1191, 1254 ], [ 1255, 1256 ], [ 1256, 1257 ], [ 1257, 1393 ], [ 1394, 1395 ], [ 1395, 1396 ], [ 1396, 1588 ], [ 1589, 1590 ], [ 1590, 1591 ], [ 1591, 1704 ], [ 1705, 1706 ], [ 1706, 1707 ], [ 1707, 1866 ], [ 1867, 1873 ], [ 1873, 2107 ], [ 2108, 2114 ], [ 2114, 2388 ], [ 2389, 2395 ], [ 2395, 2965 ], [ 2965, 3067 ], [ 3068, 3069 ], [ 3069, 3073 ], [ 3073, 3372 ], [ 3372, 3373 ], [ 3373, 3818 ], [ 3819, 3825 ], [ 3825, 4039 ], [ 4040, 4046 ], [ 4046, 4470 ], [ 4471, 4477 ], [ 4477, 4681 ], [ 4682, 4683 ], [ 4683, 5175 ], [ 5176, 5183 ], [ 5183, 5479 ], [ 5480, 5487 ], [ 5487, 5787 ], [ 5788, 5796 ], [ 5796, 5958 ], [ 5958, 6175 ], [ 6176, 6184 ], [ 6184, 6335 ], [ 6336, 6344 ], [ 6344, 6474 ], [ 6475, 6483 ], [ 6483, 6530 ], [ 6531, 6635 ], [ 6636, 6651 ], [ 6652, 6659 ], [ 6660, 6671 ], [ 6672, 6678 ], [ 6679, 6690 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 35 ] }, "nda-15": { "choice": "Entailment", "spans": [ 29, 47 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 43 ] }, "nda-12": { "choice": "Entailment", "spans": [ 11, 23 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 35 ] }, "nda-3": { "choice": "Entailment", "spans": [ 8 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 29, 33 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 11, 20 ] }, "nda-5": { "choice": "Entailment", "spans": [ 29 ] }, "nda-4": { "choice": "Entailment", "spans": [ 25, 39 ] } } } ], "document_type": "search-pdf", "url": "http://www.sonnyboo.com/downloads/individ/nda.pdf" }, { "id": 188, "file_name": "nda_3.pdf", "text": "AMERICAN REGISTRY FOR INTERNET NUMBERS (ARIN) NON-DISCLOSURE AGREEMENT\nThis is an Agreement between the American Registry for Internet Numbers (hereinafter referred to as ARIN) and (hereinafter referred to as Applicant). It is recognized that it may be desirable for the Applicant to provide ARIN with specific proprietary information for the purpose of ARIN's allocation of IP address space. W ith respect to such information the parties agree as follows:\n(1) \"Proprietary Information\" shall be defined as and limited to, (a) network engineering plans, including subnets, and host counts, and hosts per subnet with projected utilization rates and associated confidence levels of those projections for one and two years in the future; (b) deployment schedules for the network, including major milestones for each subnet; (c) network topology diagrams originated by the Applicant, not previously published or otherwise disclosed to the general public, not previously available without restriction to ARIN or others, and not normally furnished to others without compensation; and (d) such other information which the Applicant desires to protect against unrestricted disclosure or competitive use, and which the parties mutually agree shall be furnished pursuant to this Non-Disclosure Agreement and which is appropriately identified as being proprietary when initially furnished to ARIN.\n(2) In order for Proprietary Information disclosed by the Applicant to ARIN to be protected in accordance with this Non-Disclosure Agreement, it must be: (a) in writing; (b) clearly identified as Proprietary Information at the time of its disclosure by each page thereof being marked with an appropriate legend, in bold faced print, indicating that the information is deemed proprietary by the Applicant; and (c) delivered by electronic mail, ARIN Online ticket, postal or courier service, or facsimile to the individual designated in Paragraph 3 below, or his designee.\nWhere the Proprietary Information has not been or cannot be reduced to written form at the time of disclosure and such disclosure is made orally and with prior assertion of proprietary rights therein, such orally disclosed proprietary information shall only be protected in accordance with this Non-Disclosure Agreement provided that complete written summaries of all proprietary aspects of any such oral disclosures shall have been delivered by Applicant to the individual identified in Paragraph 3 below, within 20 calendar days of said oral disclosures. The Applicant shall not identify information as proprietary which is not in good faith believed to be confidential, privileged, a trade secret, or otherwise entitled to such markings or proprietary claims.\n(3) In order for the Applicant's Proprietary Information to be protected as described herein, the Proprietary Information must be delivered in written form as discussed in Paragraph 2 above to:\nAmerican Registry for Internet Numbers\nAttn: Business Office\nPO Box 232290\nCentreville, VA 20120 USA\n(4) ARIN covenants and agrees that it will take reasonable care to prevent the disclosure to any person or persons outside its organization or to any unauthorized person or persons specifically identified by Applicant in writing, any and all Proprietary Information which is received from the Applicant under this Non-Disclosure Agreement and which has been protected in accordance with paragraphs 2 and 3 hereof; provided, however, that ARIN shall not be liable for disclosure of such information if any or all of such information:\nA. W as in the public domain at the time it was disclosed, or\nB. Becomes part of the public domain without breach of this Agreement, or\nC. Is disclosed with the written approval of the Applicant, or\nD. Is disclosed after three years from ARIN's receipt of the information, or\nE. W as independently developed by ARIN, or\nF. Is or was disclosed by the Applicant to a third party without restriction, or\nG. Is disclosed pursuant to the provisions of a court order.\nAs between the parties hereto, the provisions of this Paragraph 4 shall supersede the provisions of any inconsistent legend that may be affixed to said data by the Applicant, and the inconsistent provisions of any such legend shall be without any force or effect.\nAny Protected Information provided by the Applicant to ARIN shall be used only in furtherance of the purposes described in this Agreement, and shall be, upon written request at any time, returned to the Applicant. ARIN may discard or destroy any protected information three years after receiving it, provided Applicant has not requested ARIN to return the information before that time.\n(5) The standard of care for protecting Proprietary Information imposed on ARIN will be that degree of care ARIN uses to prevent disclosure, publication or dissemination of its own Proprietary Information.\n(6) This Non-Disclosure Agreement contains the entire agreement relative to the protection of information to be provided to ARIN by the Applicant, and supersedes all prior or contemporaneous oral or written understandings or arguments regarding this issue. This Non-Disclosure Agreement shall not be modified or amended, except in a written instrument executed by the parties.\n(7) The effective date of this Non-Disclosure Agreement shall be the date upon which the last signatory below executes this Agreement.\n(8) This Non-Disclosure Agreement shall be governed and construed in accordance with the laws of the State of Virginia, without regard for Virginia's choice of law rules.\n(9) This Non-Disclosure Agreement may not be assigned or otherwise transferred by either party in whole or in part without the express prior written consent of the other party, which consent shall not unreasonably be withheld. This consent requirement shall not apply in the event either party shall change its corporate name or merge with another corporation. This Non-Disclosure Agreement shall benefit and be binding upon the successors and assigns of the parties hereto.\n(10) Under no circumstances, including negligence, shall ARIN be liable for any indirect, incidental, consequential, punitive or special damages for any breach of this agreement, even if ARIN has been advised of the possibility of such damages.\nTHE AMERICAN REGISTRY FOR INTERNET NUMBERS (ARIN)\nName:\nSigned: Date:\nTitle:\nAddress: PO Box 232290, Centreville, VA 20120 USA\nFax: (703) 997-8708\nAPPLICA N T\nCompany Name: Org-ID (if known):\nAuthorized Signer (print): Ticket No. (if applicable):\nSigned: Date:\nTitle: E-Mail:\nAddress: Phone: Fax:\n", "spans": [ [ 0, 70 ], [ 71, 221 ], [ 221, 393 ], [ 393, 456 ], [ 457, 523 ], [ 523, 735 ], [ 735, 821 ], [ 821, 1078 ], [ 1078, 1386 ], [ 1387, 1541 ], [ 1541, 1557 ], [ 1557, 1796 ], [ 1796, 1957 ], [ 1958, 2515 ], [ 2515, 2720 ], [ 2721, 2914 ], [ 2915, 2953 ], [ 2954, 2975 ], [ 2976, 2989 ], [ 2990, 3015 ], [ 3016, 3548 ], [ 3549, 3610 ], [ 3611, 3684 ], [ 3685, 3747 ], [ 3748, 3824 ], [ 3825, 3868 ], [ 3869, 3949 ], [ 3950, 4010 ], [ 4011, 4274 ], [ 4275, 4489 ], [ 4489, 4660 ], [ 4661, 4866 ], [ 4867, 4891 ], [ 4891, 5124 ], [ 5124, 5243 ], [ 5244, 5378 ], [ 5379, 5403 ], [ 5403, 5549 ], [ 5550, 5574 ], [ 5574, 5777 ], [ 5777, 5911 ], [ 5911, 6024 ], [ 6025, 6269 ], [ 6270, 6319 ], [ 6320, 6325 ], [ 6326, 6339 ], [ 6340, 6346 ], [ 6347, 6396 ], [ 6397, 6402 ], [ 6402, 6416 ], [ 6417, 6428 ], [ 6429, 6461 ], [ 6462, 6516 ], [ 6517, 6530 ], [ 6531, 6545 ], [ 6546, 6566 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 30 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 4, 5, 6, 7 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 9, 11 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 20, 25 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 13 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 20 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 20 ] }, "nda-4": { "choice": "Entailment", "spans": [ 29 ] } } } ], "document_type": "search-pdf", "url": "https://www.arin.net/about/corporate/agreements/nda.pdf" }, { "id": 189, "file_name": "nda_8.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis document is provided in good faith but no warranty, expressed or implied, is given that the information is complete or accurate nor that it is fit for a particular purpose. WareWorks Ltd hereby excludes liability for any claims, losses, demands or damages or any kind whatsoever with respect to this service, including (without loss of generality) direct, indirect, incidental or consequential loss or damages, consequential damages or loss of profits.\nThis agreement is entered into as of ??/??/???? by and between:\n(1) COMPANY A FULL NAME a company duly incorporated under the laws of England, with a registration number ???????? (\u201cCOMPANY A\u201d); and\n(2) COMPANY B FULL NAME a company duly incorporated under the laws of England, with a registration number ???????? (\u201cCOMPANY B\u201d).\nWHEREAS COMPANY A and COMPANY B intend to disclose to each other certain information for the development and marketing of communication, audio, security and other added value products (the \u201cPurpose\u201d); and\nWHEREAS it is vital to the commercial interests of COMPANY A and COMPANY B that both parties recognise the strictly secret and confidential nature, as well as ownership, of the Information (as defined herein) to which each party may have access or which may be disclosed pursuant to the Purpose.\nNOW THEREFORE, this agreement witnesseth that in consideration of the premises and agreements herein, the parties hereby agree as follows:\n1. In this agreement, \u201cInformation\u201d shall mean the whole or any portion of any knowledge, data or information relating to the activities or business of each party which may be in tangible or intangible form, expressed orally, in writing or in any other form (whether or not marked confidential) including, but not limited to, financial information and data, business and financial plans, budgets, prices, marketing plans, market information, strategic information, information concerning customers, bookings and revenues, samples, trade secrets, technical information, drawings, sketches, data, techniques, studies, processes, systems, ideas, know-how, industry affiliations, photographs, computer programs, models, source codes, object codes, manuals, tape recordings and any documentation or other form of record.\n2. This agreement shall govern the terms under which one party discloses Information to the other party in relation to the Purpose, regardless of whether the disclosure takes place before or after the date of this agreement.\n3. The Information of each party is and shall remain that party\u2019s sole, exclusive and valuable property. Nothing in this Agreement or in any disclosures of Information by either party shall be construed as granting or conferring to the other party any license, rights, title or any interest whatsoever in any such Information.\n4. Each party shall hold in trust and confidence and protect and treat as strictly secret and confidential at all times the Information received from the other party, and in respect of such Information, each party agrees that it:\n(a) shall not directly or indirectly disclose, verbally, in writing or in any other form, or allow the Information to be disclosed to any other person, firm or company;\n(b) shall keep secret and shall not use, manipulate or exploit the Information, except for the Purpose and then only in strict accordance with the Purpose and the terms of this Agreement;\n(c) shall restrict disclosure of the Information to such of its employees or consultants or subcontractors who need to know for the Purpose and shall procure that such persons observe fully the provisions of this Agreement as if they were themselves parties to it;\n(d) shall not copy, store or distribute any Information or allow any Information to be copied, stored or distributed except for such copies, storage or distribution as are strictly required for the Purpose;\n(e) shall protect the commercial interest of the disclosing party and shall take the same precautions to protect the Information as a careful and prudent person would be expected to employ for its own business and confidential information and, in doing so, shall use reasonable care to protect the Information from unauthorised use, harm, exploitation, manipulation, modification, interference, misuse, misappropriation, copy or disclosure whatsoever, except as specifically authorised by the disclosing party in writing;\n(f) shall keep all Information that is electronically stored in a tangible form segregated from all of its own property and in a safe and secure environment and protect and keep safe all such Information from any loss, harm, theft, unauthorised use, tampering, sabotage, unauthorised duplication, destruction, damage or interference whatsoever\n(g) shall, upon demand, inform the disclosing party of the location of the Information and the measures that it has taken to preserve its confidentiality;\n(h) shall return to the disclosing party all Information, copies and tangible manifestations thereof, in any form whatsoever, and delete all Information from all retrieval systems and databases or destroy the same immediately upon the direction of the disclosing party, and furnish to the disclosing party, immediately upon its request, a certificate of a senior officer or director attesting to such return, deletion or destruction, as the case may be;\n(i) shall treat communications with the other party as confidential and utilise reasonable care in maintaining the confidentiality of communications even if they do not include Information: and\n(j) shall be liable to the other party for compliance with the terms and conditions of this Agreement, and shall fully indemnify the other party and hold it harmless from damages (including lawyers\u2019 fees and disbursements) incurred as a result of a breach of this Agreement.\n5. The obligations contained herein shall not apply to Information which:\n(a) at the time of disclosure, is within the public domain or which, after disclosure, becomes rightfully available to the public, other than by a breach of this Agreement;\n(b) was independently developed or acquired by the receiving party, other than by a breach of this Agreement;\n(c) was rightfully obtained by the receiving party from a third party without restrictions in respect to disclosure or use;\n(d) the receiving party is by law compelled to disclose, provided that the receiving party has forthwith notified the disclosing party of any such compelled disclosure when the receiving party first becomes aware of any such legal obligation to disclose: or\n(e) is explicitly approved for release by written authorisation of the disclosing party.\n6. The parties\u2019 obligations hereunder shall:\n(a) be unlimited in territory;\n(b) only expire ten (10) years from the date of this Agreement or in the case of technical Information at the end of the commercial usefulness to the disclosing party; and\n(c) survive the termination of this Agreement for any reason whatsoever.\n7. The parties acknowledge that the obligations contained herein are entirely reasonable and necessary in order to protect the legitimate commercial, trade, business and technical interests of the disclosing party and the expiration of such obligations is without prejudice to any rights which the disclosing party may have in relation to the Information under applicable Intellectual Property law.\n8. The parties acknowledge that a violation by the receiving party of its obligations contained herein may cause serious harm to the disclosing party that damages may be insufficient to constitute an adequate remedy. The parties agree that they shall be entitled, in addition to all other rights provided by law or by this Agreement, including monetary damages, to obtain a permanent injunction or mandatory court order to prevent the violation of the obligations contained herein.\n9. The parties acknowledge that no representation or warranty has been made as to the accuracy or completeness of any Information which may be supplied and it is agreed that neither party shall have any liability, direct or indirect, to the other as a result of the use of the Information.\n10. The parties understand and agree that no contract or agreement with regard to the Purpose, nor any other undertaking or arrangement involving the parties, is deemed to have been made or entered into by reason of this Agreement.\n11. If another agreement exists between the parties, which relates in any way to Information, it shall be interpreted along with this Agreement so as to favour the protection of the secrecy, confidentiality and proprietary nature of the Information.\n12. Notices shall be deemed sufficiently given when delivered by hand, by fax or by registered mail to the following addresses\nIf to COMPANY A at:\nAddress Line 1\nAddress Line 2\nAddress Line 3\nAddress Line 4\nAnd if to COMPANY B at:\nAddress Line 1\nAddress Line 2\nAddress Line 3\nAddress Line 4\nThe addresses and persons for whose attention notices are to be sent may be changed at any time by notice given in accordance with this Section:\n13. The parties shall do all such things and provide all such further and other assurances as may be reasonably required in order to give effect to the purpose and intent of this Agreement.\n14. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Neither party shall assign, transfer or otherwise alienate its rights and obligations hereunder in whole or in part, without the prior written consent of the other party.\n15. The recitals shall form part of this Agreement as if repeated at length in this Agreement.\n16. This Agreement may be executed in one or more counterparts each of which when so executed shall be deemed to be an original and such counterparts together shall constitute but one of the same instrument.\n17. If any provision of this Agreement is or becomes void or unenforceable by force or by operation of law, the remaining provisions shall remain valid and enforceable.\n18. Any failure by either party to exercise any rights arising as a result of the obligations set out in this Agreement shall not act as a waiver of such rights, nor shall any partial exercise of any right preclude any further exercise of such rights.\n19. This Agreement shall be governed by and interpreted in accordance with the laws of England.\n20. Any amendments to this Agreement shall be binding on the parties only if made in writing and signed by duly authorised representative of each party.\nIN WITNESS WHEROF, the parties hereto have caused this Agreement to be signed in duplicate, and to be effective as of the date first written above.\nCOMPANY A COMPANY B\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.. \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\nName: \u2026\u2026\u2026\u2026\u2026\u2026\u2026 Name: \u2026\u2026\u2026\u2026\u2026\u2026\nPosition: \u2026\u2026\u2026\u2026\u2026\u2026.. Position \u2026\u2026\u2026\u2026\u2026\u2026\nDate: \u2026\u2026\u2026\u2026\u2026\u2026\u2026. Date: \u2026\u2026\u2026\u2026\u2026\u2026.\n", "spans": [ [ 0, 24 ], [ 25, 203 ], [ 203, 213 ], [ 213, 482 ], [ 483, 531 ], [ 531, 546 ], [ 547, 662 ], [ 662, 680 ], [ 681, 796 ], [ 796, 810 ], [ 811, 827 ], [ 827, 1015 ], [ 1016, 1311 ], [ 1312, 1450 ], [ 1451, 2266 ], [ 2267, 2491 ], [ 2492, 2597 ], [ 2597, 2818 ], [ 2819, 3048 ], [ 3049, 3217 ], [ 3218, 3405 ], [ 3406, 3670 ], [ 3671, 3877 ], [ 3878, 4399 ], [ 4400, 4743 ], [ 4744, 4898 ], [ 4899, 5352 ], [ 5353, 5546 ], [ 5547, 5821 ], [ 5822, 5895 ], [ 5896, 6068 ], [ 6069, 6178 ], [ 6179, 6302 ], [ 6303, 6560 ], [ 6561, 6649 ], [ 6650, 6694 ], [ 6695, 6725 ], [ 6726, 6897 ], [ 6898, 6970 ], [ 6971, 7369 ], [ 7370, 7587 ], [ 7587, 7851 ], [ 7852, 8141 ], [ 8142, 8373 ], [ 8374, 8623 ], [ 8624, 8750 ], [ 8751, 8770 ], [ 8771, 8785 ], [ 8786, 8800 ], [ 8801, 8815 ], [ 8816, 8830 ], [ 8831, 8854 ], [ 8855, 8869 ], [ 8870, 8884 ], [ 8885, 8899 ], [ 8900, 8914 ], [ 8915, 9059 ], [ 9060, 9249 ], [ 9250, 9393 ], [ 9393, 9563 ], [ 9564, 9658 ], [ 9659, 9866 ], [ 9867, 10035 ], [ 10036, 10287 ], [ 10288, 10383 ], [ 10384, 10536 ], [ 10537, 10684 ], [ 10685, 10704 ], [ 10705, 10736 ], [ 10737, 10751 ], [ 10751, 10763 ], [ 10764, 10798 ], [ 10799, 10814 ], [ 10814, 10827 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 18, 20 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 16, 17 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 14 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 14 ] }, "nda-19": { "choice": "Entailment", "spans": [ 35, 38 ] }, "nda-12": { "choice": "Entailment", "spans": [ 29, 31 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 18, 26 ] }, "nda-3": { "choice": "Entailment", "spans": [ 14 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 18, 21 ] }, "nda-17": { "choice": "Entailment", "spans": [ 18, 22 ] }, "nda-8": { "choice": "Entailment", "spans": [ 29, 33 ] }, "nda-13": { "choice": "Entailment", "spans": [ 29, 32 ] }, "nda-5": { "choice": "Entailment", "spans": [ 18, 21 ] }, "nda-4": { "choice": "Entailment", "spans": [ 18, 20 ] } } } ], "document_type": "search-pdf", "url": "http://www.wareworks.net/downloads/nda.pdf" }, { "id": 191, "file_name": "NDA%2009%20for%20website.pdf", "text": "NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is entered into this ________ day of ____________,________, by and between SOLUBEST LTD., a company organized under the laws of the State of Israel of 18 Einstein Street, Ness Ziona 74140, Israel (jointly and severally, the \"Disclosing Party\") on the one hand, and ____________, a company organized under the laws of ____________ of _______________ (the \"Receiving Party\"), on the other hand.\nWHEREAS, the Disclosing Party is the developer and owner of proprietary information and a technology referred to as Solumer, with respect to the field of Nano-formulations (the \"Confidential Information\u201d); and\nWHEREAS, Disclosing Party may wish to disclose to Receiving Party, and Receiving Party may wish to receive from Disclosing Party, Confidential Information for the sole purpose of evaluation by the Receiving Party in contemplation of a possible future business relationship between the parties hereto; and\nWHEREAS, this Agreement is intended to govern the terms and conditions under which the Confidential Information will be disclosed and treated by the parties.\nNOW, THEREFORE, the parties agree as follows:\n1. DEFINITION OF CONFIDENTIAL INFORMATION.\n1.1 Definition. The term \"Confidential Information\" shall include and mean any and all information, data, product plans, diagrams and know-how programs furnished at any time by the Disclosing Party or by any of its affiliates to the Receiving Party; whether in oral, written, graphic or machine-readable form, including but not limited to current or projected components, parts, software, hardware, technical and other data, research material, inventions, discoveries, designs, drawings, concepts, procedures, uses of materials, ideas, diagrams, marketing plans, brochures, photographs, processes, combinations, test equipment, test data, specifications, operational data, models, prototypes, materials, methods and techniques.\n1.2 Exclusions. The following shall not be considered Confidential Information: (a) information that was in the public domain at the time it was disclosed; (b) information that can be demonstrated by documentary evidence to have been known to the Receiving Party at the time of disclosure with no obligation of confidence; and (c) information that becomes known to the Receiving Party from a source other than the Disclosing Party, as demonstrated by appropriate documentation, without breach of any obligation of confidence by the Receiving Party; for the avoidance of doubt it is clarified and agreed that the combination of any two materials or use thereof for a certain purpose shall be considered \"Confidential Information\" to the extent that such specific combination for such specific purpose is not excluded from the Confidential Information under the provisions of this Section 1.2, whether or not the individual, uncombined materials or use thereof are so excluded.\n2. NON-DISCLOSURE. The Receiving Party acknowledges that the Confidential Information contains valuable trade and technical secrets of the Disclosing Party. The Receiving Party shall not copy (in whole or in part), sell, assign, lease, license, disclose, give or otherwise transfer the Confidential Information or any copy thereof to any third party or otherwise use the Confidential Information other than for the purpose intended under this Agreement. The Receiving Party may disclose the Confidential Information only to employees or consultants of the Receiving Party to have a \u201cneed to know\u201d the Confidential Information in order to enable the Receiving Party to use the Confidential Information for the purpose intended under this Agreement and are legally bound not to use or disclose the Confidential Information for any other purpose. The Receiving Party shall treat the Confidential Information with the same degree of confidentiality as it keeps its own confidential information, but in all events no less than a reasonable degree of confidentiality. This obligation shall be binding on all employees, officers, subsidiaries, affiliates or successors of the Receiving Party and shall continue for a period of five years from the date that the Confidential Information is provided to the Receiving Party, regardless of whether the Agreement has been terminated. The Receiving Party may disclose Confidential Information if so required by judicial or administrative process, provided that it shall promptly notify the Disclosing Party so as to allow the Disclosing Party reasonable time to oppose such process, and provided that Receiving Party shall minimize such disclosure to the extent possible.\n3. PROPRIETARY NATURE.\n3.1 Ownership. All Confidential Information is and shall remain the property of the Disclosing Party. The parties acknowledge that all Confidential Information is the sole property of the Disclosing Party and that the Receiving Party shall not acquire any proprietary interest in the Confidential Information. All applicable rights to mask works, topographies, patents, copyrights, trademarks and trade secrets with respect to the Confidential Information are retained exclusively by the Disclosing Party.\n3.2 Disclaimer. Except as may otherwise be set forth in another signed, written agreement between parties, the Disclosing Party makes no representation or warranty as to accuracy, completeness, condition, suitability, patentability or performance of the Confidential Information, and the Disclosing Party shall have no liability whatsoever to the Receiving Party resulting from its use of the Confidential Information.\n4. TERMINATION. Either party may terminate this Agreement at any time by written notice to the other party. Upon such termination or other expiration of this Agreement, the Receiving Party will return all of the Confidential Information in written or other tangible form, including any copies made, to the Disclosing Party together with certification that any other copies or notes or summaries (to the extent including the Confidential Information) have been destroyed. The provisions of Sections 1 through 5 of this Agreement shall survive any termination or expiration.\n5. INJUNCTIVE RELIEF. The parties acknowledges that a Disclosing Party will be irreparably harmed if the Receiving Party's obligations under this Agreement are not specifically enforced and that the Disclosing Party would not have an adequate remedy at law in the event of an actual or threatened violation by the Receiving Party of the Receiving Party's obligations. Therefore, in addition to all other remedies it may have, the Disclosing Party shall be entitled to an injunction or any appropriate decree of specific performance for any actual or threatened violations or breaches by the Receiving Party or the Receiving Party's employees or agents without the necessity of the Disclosing Party showing actual damages or that monetary damages would not afford an adequate remedy, and without posting a bond.\n6. MISCELLANEOUS. Neither party shall assign or otherwise transfer any of its rights or obligations under this Agreement to any third party without the prior written consent of the other party; failure by a party to enforce any provisions of this Agreement at any time shall in no manner affect the right of that party at a later time to enforce any provision of this Agreement; this Agreement shall be governed by and construed in accordance with the laws of England without reference to the principles of conflict of laws; in the event that any word, phrase, clause, sentence or other provision herein shall violate any applicable statute, ordinance or rule of law in any jurisdiction which governs this Agreement, such provisions shall be effective to the extent of such violation without invalidating any other provision herein; this Agreement supersedes all previous understandings or agreements between the parties and incorporates the entire agreement of the parties with respect to the receipt and use of the Confidential Information; this Agreement may only be amended by a writing of subsequent date that is signed by both parties.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.\nSOLUBEST LTD. ________________________________\nBy: By:\nName: Name:\nTitle: Title:\n", "spans": [ [ 0, 24 ], [ 25, 77 ], [ 77, 432 ], [ 433, 642 ], [ 643, 947 ], [ 948, 1105 ], [ 1106, 1151 ], [ 1152, 1194 ], [ 1195, 1211 ], [ 1211, 1922 ], [ 1923, 1939 ], [ 1939, 2003 ], [ 2003, 2079 ], [ 2079, 2250 ], [ 2250, 2898 ], [ 2899, 2918 ], [ 2918, 3056 ], [ 3056, 3353 ], [ 3353, 3743 ], [ 3743, 3961 ], [ 3961, 4271 ], [ 4271, 4607 ], [ 4608, 4630 ], [ 4631, 4646 ], [ 4646, 4733 ], [ 4733, 4941 ], [ 4941, 5136 ], [ 5137, 5153 ], [ 5153, 5555 ], [ 5556, 5572 ], [ 5572, 5664 ], [ 5664, 6027 ], [ 6027, 6128 ], [ 6129, 6151 ], [ 6151, 6497 ], [ 6497, 6939 ], [ 6940, 6958 ], [ 6958, 8081 ], [ 8082, 8174 ], [ 8175, 8189 ], [ 8189, 8221 ], [ 8222, 8229 ], [ 8230, 8241 ], [ 8242, 8255 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 31 ] }, "nda-15": { "choice": "Entailment", "spans": [ 24, 25 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Entailment", "spans": [ 9 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 20, 32 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 31 ] }, "nda-3": { "choice": "Entailment", "spans": [ 9 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 17, 18 ] }, "nda-17": { "choice": "Entailment", "spans": [ 17 ] }, "nda-8": { "choice": "Entailment", "spans": [ 21 ] }, "nda-13": { "choice": "Entailment", "spans": [ 11, 14 ] }, "nda-5": { "choice": "Entailment", "spans": [ 18 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "http://www.solubest.com/media/NDA%2009%20for%20website.pdf" }, { "id": 192, "file_name": "NDA%20Form%20WEB_WITH%20Instructions%20%28RECIPROCAL%29%20%28v%202016-03-18_EN%29.pdf", "text": "NON-DISCLOSURE AGREEMENT (RECIPROCAL)\nThis Agreement is made effective as of the date of (the \u201cEffective Date\u201d) by and between:\nFUNDACI\u00d3 CENTRE DE REGULACI\u00d3 GEN\u00d2MICA (hereinafter \u201cCRG\u201d), a non-for-profit Spanish foundation with tax registration number G-62426937, based in Barcelona, Spain, calle Doctor Aiguader 88, represented by Dr Pablo Cironi that acts in his capacity of Head of the Technology and Business Development Office (TBDO),\nand,\n(hereinafter \u201cORGANIZATION\u201d), a with tax registration number based in represented by that acts in his/her capacity as\nCRG and ORGANIZATION are collectively referred to as the \u201cParties\u201d and individually as a \u201cParty\u201d.\nRECITALS\nI. WHEREAS, each Party is the owner of certain technical and business data and information relative to\n(hereinafter the \u201cConfidential Information\u201d);\nII. WHEREAS, such Confidential Information is not public knowledge but it is proprietary and/or confidential and is being disclosed by each Party to the other Party only under the terms and conditions of this document (hereinafter, the \u201cAgreement\u201d);\nIII. WHEREAS, both Parties to this Agreement consider the disclosure of the Confidential Information to the other to be necessary and desirable for the purpose of (hereinafter the \u201cPurpose\u201d); and\nIV. WHEREAS, this Agreement is being entered into by and between the Parties in order to protect the confidentiality and non-disclosure of their respective Confidential Information.\nNOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and the mutual disclosure of confidential information, the Parties agree as follows:\nCLAUSES\n1. Definition of Confidential Information\n\"Confidential Information\" means non-public information which is disclosed orally, electronically, visually or in a document or other tangible form and which is by nature confidential or is identified confidential by a Party to this Agreement (hereinafter the \u201cDISCLOSING PARTY\u201d) or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Party that receives such information (hereinafter \u201cRECIPIENT\u201d). Confidential Information includes, without limitation, information in tangible or intangible form relating to its installations, work and projects effectively carried out in such installations, accessible information by means of DISCLOSING PARTY's computer systems, including, without limitation, (i) scientific information, technical information, data, know-how, formulas, compositions, processes, documents, designs, sketches, photographs, plans, graphs, drawings or specifications, (ii) software, source or object codes, algorithms, or information about the methods, concepts and techniques on which software is based, (iii) amino/nucleic acid sequences, structural biology, or descriptions of any devices, cell lines or molecular models, (iv) clinical trial protocols, assays, services, studies, results, findings, inventions, ideas and other knowledge, or (v) finances, financial models, business plans and marketing plans, reports, clients, pricing information, suppliers, machinery, processes organization and current products or products in process, and information received from others that DISCLOSING PARTY is obligated to treat as confidential.\nConfidential Information also includes the existence, terms and Purpose of this Agreement, the terms of any other agreements being discussed by the parties related to the Purpose, as well as the fact that any such discussions are taking place with respect thereto.\n2. Use of the Confidential Information\n2.1. RECIPIENT shall use the Confidential Information only for the Purpose as set forth herein.\n2.2. RECIPIENT agrees to hold in confidence any and all Confidential Information disclosed, and further agrees not to disclose Confidential Information to third parties without the prior written permission of DISCLOSING PARTY and restrict the use of Confidential Information to the Purpose (and not to use it for any other purpose).\n2.3. RECIPIENT undertakes to use its best efforts to limit access to the Confidential Information under its control solely to RECIPIENT's employees whose access to the Confidential Information is essential, provided that such employees have been specifically informed of the confidentiality of the Confidential Information and have agreed to be bound by the terms of this Agreement, or have entered into an agreement of similar scope and obligations with RECIPIENT to protect the proprietary/confidential information of RECIPIENT, or the proprietary/confidential information of third parties in the RECIPIENT\u2019s possession. Notwithstanding the above, RECIPIENT shall remain liable for the compliance of the terms and conditions of this Agreement by its employees as if they were actions or omissions of the RECIPIENT.\n2.4. RECIPIENT shall use at least the same degree of care with respect to Confidential Information that it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care, to prevent the unauthorized use, disclosure or publication of the Confidential Information.\n2.5. RECIPIENT shall not perform reverse engineering on any Confidential Information. In particular, in the event that DISCLOSING PARTY provides any computer software and/or hardware to RECIPIENT as Confidential Information, RECIPIENT may not directly or indirectly, disassemble, decrypt, electronically scan, decompile or derive source code from the Confidential Information, or otherwise reverse engineer or attempt to reverse engineer the design and function of the Confidential Information.\n2.6. RECIPIENT shall notify DISCLOSING PARTY immediately upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement by RECIPIENT and its employees, and will cooperate with DISCLOSING PARTY in every reasonable way to help DISCLOSING PARTY regain possession of the Confidential Information, and to prevent its further unauthorized use or disclosure.\n3. Ownership of the Confidential Information\n3.1. All Confidential Information is and shall remain the property of DISCLOSING PARTY, and DISCLOSING PARTY may use such Confidential Information for any purpose without obligation to RECIPIENT. Neither the execution of this Agreement nor the furnishing or disclosing of any Confidential Information hereunder shall be construed as an assignment or transfer, either expressly or by implication, estoppel or otherwise, or as granting any express or implied rights or license to the RECIPIENT to, or under any patents, patent applications, inventions, design rights, copyrights, trademarks, trade secret information, or other intellectual and/or industrial property right of any kind now or hereafter owned by or controlled or possessed by DISCLOSING PARTY.\n3.2. RECIPIENT covenants and undertakes not to use under its name (or register), nor shall it collaborate with any third party for said purpose, all or part of patent applications, inventions, design rights, copyrights, trademarks, trade secret information, or other intellectual and/or industrial property rights of any kind owned by or controlled or possessed by the DISCLOSING PARTY.\n4. Limitations on Confidentiality\nNothing in this Agreement shall be interpreted as placing any obligation of confidentiality and non-use by RECIPIENT with respect to any information that:\n(a) can be demonstrated to have been in the public domain as of the Effective Date of this Agreement, or legitimately comes into the public domain through no fault of the RECIPIENT;\n(b) can be demonstrated to have been known to or have been in the possession of the RECIPIENT prior to disclosure hereunder and was not acquired, directly or indirectly, from DISCLOSING PARTY;\n(c) can be demonstrated to have been rightfully received by the RECIPIENT after disclosure under this Agreement from an independent third party on a non-confidential basis having the legal right to make such disclosure, and who did not acquire it, directly or indirectly, from DISCLOSING PARTY under a continuing obligation of confidentiality;\n(d) can be demonstrated to have been independently developed by or on behalf of the RECIPIENT without the aid, application or use of any information provided by DISCLOSING PARTY; or\n(e) is required to be disclosed pursuant to law or court order, court decision, or arbitration award, provided that RECIPIENT serves prior notice of such to DISCLOSING PARTY prior to disclosure and provides sufficient time to DISCLOSING PARTY to assert any exclusions or privileges that may be available by law or seek a protective order or other appropriate remedy to preserve the confidentiality of such information. In any event, RECIPIENT shall disclose only that portion of the information that is legally required to be disclosed and will exercise reasonable efforts to ensure that any information so disclosed will be accorded confidential treatment by the court or arbitrator through protective orders, filings under seal and other appropriate means.\n5. Limited Warranty and Liability\nDISCLOSING PARTY warrants that it has the right to disclose the Confidential Information to RECIPIENT. DISCLOSING PARTY makes no other warranties in respect of the Confidential Information and provides all information \u201cas is\u201d, without any express or implied warranty of any kind, including any warranty as to merchantability, fitness for a particular purpose, accuracy, completeness or violation of third party industrial and/or intellectual property rights. In no event will DISCLOSING PARTY be liable for any special, incidental or consequential damages of any kind whatsoever resulting from the disclosure, use or receipt of the Confidential Information.\n6. Remedies\nThe Parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that DISCLOSING PARTY shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.\n7. Term\n7.1. This Agreement shall remain in full force and effect for a term of from the Effective Date hereof, during which the exchanges of Confidential Information between the Parties pursuant to this Agreement shall take place, and for an additional term of five (5) years from the expiration or termination of this Agreement. This Agreement shall automatically terminate in case of failure to meet the Purpose.\n7.2. Upon expiration or termination of this Agreement, whichever occurs first, RECIPIENT will immediately cease any and all disclosures or uses of Confidential Information and, upon request by DISCLOSING PARTY, all such information obtained from DISCLOSING PARTY, and all originals, copies, reproductions and summaries of the Confidential Information, and all other tangible materials and devices provided to RECIPIENT as Confidential Information will be delivered and returned to DISCLOSING PARTY or, at the DISCLOSING PARTY's option, destroyed and/or erased (where held electronically) within fifteen (15) days from the expiration or termination of this Agreement, provided however that RECIPIENT shall be entitled to retain one (1) copy of the Confidential Information solely for legal archiving purposes in a secure location .\n8. Notices\nAll notices and other communications under this Agreement shall be deemed to have been duly given three (3) days after being sent by certified mail, postage prepaid, or one day after being sent by overnight courier, and addressed to the Parties as set forth above, or to such other address as a party designates by written notice to the other.\n9. Miscellaneous\n9.1. The Agreement may not be changed or modified, in whole or in part, except by an agreement in writing signed by authorized representatives of DISCLOSING PARTY and RECIPIENT.\n10. Governing Law and Jurisdiction.\n10.1. This Agreement shall be construed according to the laws of Spain, except its provision on conflicts of law. Any dispute arising from the interpretation, performance, or execution of this Agreement, which cannot be settled amicably, shall be submitted exclusively to the competent courts of the city of Barcelona (Spain).\nIN WITNESS WHEREOF, the Parties have caused this Agreement in two (2) originals and one sole effect to be executed by their duly authorized representatives.\nON BEHALF OF ORGANIZATION: ON BEHALF OF CRG:\nName: Name: Pablo Cironi\nTitle: Title: Head Technology and Business\nDevelopment Office\nDate: Date:\n", "spans": [ [ 0, 37 ], [ 38, 127 ], [ 128, 439 ], [ 440, 444 ], [ 445, 562 ], [ 563, 660 ], [ 661, 669 ], [ 670, 772 ], [ 773, 818 ], [ 819, 1068 ], [ 1069, 1264 ], [ 1265, 1446 ], [ 1447, 1619 ], [ 1620, 1627 ], [ 1628, 1669 ], [ 1670, 2114 ], [ 2114, 2411 ], [ 2411, 2599 ], [ 2599, 2736 ], [ 2736, 2856 ], [ 2856, 2975 ], [ 2975, 3269 ], [ 3270, 3534 ], [ 3535, 3573 ], [ 3574, 3669 ], [ 3670, 4002 ], [ 4003, 4626 ], [ 4626, 4819 ], [ 4820, 5143 ], [ 5144, 5230 ], [ 5230, 5638 ], [ 5639, 6047 ], [ 6048, 6092 ], [ 6093, 6289 ], [ 6289, 6849 ], [ 6850, 7236 ], [ 7237, 7270 ], [ 7271, 7425 ], [ 7426, 7607 ], [ 7608, 7800 ], [ 7801, 8144 ], [ 8145, 8326 ], [ 8327, 8746 ], [ 8746, 9085 ], [ 9086, 9119 ], [ 9120, 9223 ], [ 9223, 9579 ], [ 9579, 9777 ], [ 9778, 9789 ], [ 9790, 10114 ], [ 10115, 10122 ], [ 10123, 10446 ], [ 10446, 10530 ], [ 10531, 11361 ], [ 11362, 11372 ], [ 11373, 11716 ], [ 11717, 11733 ], [ 11734, 11911 ], [ 11912, 11947 ], [ 11948, 12062 ], [ 12062, 12274 ], [ 12275, 12431 ], [ 12432, 12476 ], [ 12477, 12501 ], [ 12502, 12544 ], [ 12545, 12563 ], [ 12564, 12575 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 29, 30 ] }, "nda-16": { "choice": "Entailment", "spans": [ 53 ] }, "nda-15": { "choice": "Entailment", "spans": [ 33, 34 ] }, "nda-10": { "choice": "Entailment", "spans": [ 22 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 16, 21 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 15 ] }, "nda-19": { "choice": "Entailment", "spans": [ 51 ] }, "nda-12": { "choice": "Entailment", "spans": [ 37, 41 ] }, "nda-20": { "choice": "Entailment", "spans": [ 53 ] }, "nda-3": { "choice": "Entailment", "spans": [ 15, 16 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 25, 26 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 37, 42 ] }, "nda-13": { "choice": "Entailment", "spans": [ 37, 40 ] }, "nda-5": { "choice": "Entailment", "spans": [ 26 ] }, "nda-4": { "choice": "Entailment", "spans": [ 24, 25 ] } } } ], "document_type": "search-pdf", "url": "https://tbdo.crg.eu/sites/default/files/NDA%20Form%20WEB_WITH%20Instructions%20%28RECIPROCAL%29%20%28v%202016-03-18_EN%29.pdf" }, { "id": 193, "file_name": "NDA%20UDRC%203-way%20Final.pdf", "text": "UNIVERSITY DEFENCE RESEARCH CENTRE FOR SIGNAL PROCESSING\nNON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made on the day of 2011\nBETWEEN:\n(1) \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. whose registered office is at \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.. (hereinafter referred to as \u201cThe Company\u201d) of one part; and\n(2) \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 whose address is at\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 (hereinafter referred to as \"The University\") of another part;\n(3) THE SECRETARY OF STATE FOR DEFENCE acting through the Defence Science and Technology Laboratory of Porton Down, Salisbury, Wiltshire SP4 0JQ, England (hereinafter referred to as \"Dstl\");\n(collectively the \"Parties\" or in the singular a \"Party\").\nWHEREAS:\nA. The University is working with Dstl as part of the University Defence Research Centre (UDRC) on signal processing and both possess valuable technical information in the field of signal processing.\nB. The Company possesses valuable technical and commercial information relating to signal processing.\nC. The Parties desire to discuss and mutually assess and evaluate their valuable technical and commercial information with a view to investigating whether there is a synergy between the Parties\u2019 technical capabilities which might benefit from mutual exploitation (\"the Purpose\").\nD. In order for the Parties to carry out said discussion, assessment and evaluation it is necessary for them to exchange valuable technical and commercial information which they each desire to protect.\nNOW IT IS HEREBY AGREED BETWEEN THE PARTIES as follows:\n1. As used in this Agreement the term \"Proprietary Information\" shall mean any information, whether in writing or other documentary form, in oral or visual or machine readable form, or in the form of algorithms, samples or models, disclosed by one Party (the \"Disclosing Party\") to another Party (the \"Receiving Party\") under this Agreement, provided that:\n(a) where such information is in writing or other documentary form, it is clearly and conspicuously marked at the time of disclosure as proprietary or commercially sensitive (for example with a marking such as \"Proprietary\" or \"Commercial-in-Confidence\").; or\n(b) where such information is disclosed in oral or visual or machine readable form, or in the form of samples or models, it is designated proprietary or commercially sensitive at the time of disclosure and is confirmed by the Disclosing Party as such in documentary form within thirty (30) days from its being disclosed, in which event all the protections and restrictions in this Agreement as to the use and disclosure of said Proprietary information shall apply retrospectively during the said period of thirty days.\nProprietary Information shall also include any information which can be obtained by examination, testing or analysis of any hardware, software or material samples provided by the Disclosing Party, notwithstanding that the requirements for marking and designation referred to above shall not have been fulfilled.\n2. Subject to the provisions of Clauses 4 and 7 hereof, the Receiving Party undertakes:\n(a) to keep confidential and not disclose to any third party, except with the written permission of the Disclosing Party, any part, or the whole, of any Proprietary Information disclosed to it under this Agreement;\n(b) not to copy Proprietary Information disclosed to it under this Agreement except as is reasonably necessary for the Purpose;\n(c) not to use Proprietary Information disclosed to it under this Agreement other than for the Purpose, except with the prior written permission of the Disclosing Party;\n(d) to restrict access to the Proprietary Information disclosed to it under the terms of this Agreement to those of its employees and officers who need to know the same for the Purpose.\n3. The protections and restrictions in this Agreement as to the use and disclosure of Proprietary Information shall not apply to any information which the Receiving Party can show by written and dated or datable material:\n(a) is, at the time of disclosure hereunder, already published or otherwise publicly available; or\n(b) is, after disclosure hereunder, published or becomes available to the public other than by breach of this Agreement; or\n(c) is rightfully in the Receiving Party's possession with rights to use and/or disclose, prior to receipt from the Disclosing Party; or\n(d) is rightfully disclosed to the Receiving Party by a third party with rights to use and/or disclose; or\n(e) is independently developed by or for the Receiving Party without reference or access to Proprietary Information disclosed hereunder; or\n(f) is the subject of a requirement of a court proceeding requirement on the Receiving Party for disclosure, in which event the Receiving Party shall give prompt notice thereof to the Disclosing Party to the extent permissible by law..\n4. Neither Dstl nor The University shall be in breach of this Agreement where it can show that any disclosure of information is made solely and to the extent necessary to comply with the Freedom of Information Act 2000 or the Environmental Information Regulations 2004. Where Dstl or The University is required to make a disclosure of Proprietary Information of a Disclosing Party under the Act or the Regulations it shall, to the extent permitted by the time for compliance under the Act or the Regulations, give the Disclosing Party the opportunity to make representations concerning disclosure. The Disclosing Party, however, acknowledges and accepts that its representations may not be determinative and that the decision whether to disclose the Proprietary Information at issue, in order to comply with the Act or the Regulations, is a matter in which Dstl or The University shall exercise its own discretion, subject always to the provisions of the Act or the Regulations and based upon the principle to limit said disclosure to only the requested and required information under the Act or the Regulations. Dstl or The University shall in any event provide prior notification to the Disclosing Party of any decision to disclose any of its Proprietary Information.\n5. Nothing contained in this Agreement shall be construed as:\n(a) conferring upon the Receiving Party any right of use in or title to Proprietary Information received by it from the Disclosing Party, other than as expressly provided herein or as conferred in writing upon the Receiving Party by the Disclosing Party subsequent to the date of this Agreement; or\n(b) constituting a warranty as to the accuracy of the Proprietary Information or the suitability thereof for any purpose whatsoever; or\n(c) diminishing the rights any Party has under Statute; or\n(d) implying that a further contractual arrangement will be concluded between the Parties; or\n(e) overriding or prejudicing any Government security classification or export control regulation applicable to any part of the Proprietary Information; or\n(f) requiring any Party to disclose to any other any particular Proprietary Information.\n6. All Proprietary Information disclosed hereunder, and any copies thereof made by a Receiving Party, shall be and remain the Disclosing Party's property and shall be delivered up promptly by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor.\n7. This Agreement shall remain in force for a period of two (2) years following the date first above written after which it will terminate unless renewed by mutual consent in writing or to the extent that it is superseded by another agreement or contract between the Parties. The obligations and restrictions relating to the disclosure and use of Proprietary Information shall however survive the termination of this Agreement for a period of seven (7) years.\n8. This Agreement constitutes the entire existing Agreement between the Parties concerning the exchange of Proprietary Information for the Purpose. The Agreement shall not be amended except by written agreement signed by authorised representatives of all Parties.\n9. No Party shall, without the express consent in writing of the other Parties, assign or in any manner transfer its interests in, or obligations under, this Agreement or any part thereof.\n10. A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.\n11. This Agreement shall be construed and governed in accordance with the laws of England and the Parties hereby submit to the jurisdiction of the English courts.\n12. The Parties shall attempt to solve any dispute arising out of or in connection with this Agreement by means of alternative dispute resolution such as but without limitation mediation or mini-trial.\nUpon the occurrence of the dispute, the Parties shall define the type and the rules for the implementation of such alternative resolution.\nThe Parties expressly agree that after a period of two (2) months after the occurrence of the dispute and provided that the dispute remains unsolved, it shall be finally settled under the rules of Arbitration of the London Court of International Arbitration by one or more arbitrators appointed in accordance with the said rules. The place of arbitration shall be London (UK). The language of arbitration shall be the English Language.\nThe Parties hereby agree to exclude the right of appeal to the High Court under section 69 of the Arbitration Act 1996 and the right for an application to be made to the High Court under the corresponding section of the Act.\nEach Party recognises and acknowledges that in the event of any actual or threatened breach of this Agreement it shall have the right to apply for injunctive relief or other appropriate orders before any competent court to restrain the other as a remedy for any such breach.\nSigned for and on behalf of [THE COMPANY]\nBy: .............................................. Date: ...................................\u2026\u2026\u2026..\nName: Title:\nSigned for and on behalf of [THE UNIVERSITY]\nBy: .............................................. Date: ...................................\u2026\u2026\u2026..\nName: Title:\nSigned on behalf of THE SECRETARY OF STATE FOR DEFENCE\nBy: ............................................. Date: ...............................................\nName: Title:\n", "spans": [ [ 0, 56 ], [ 57, 81 ], [ 82, 123 ], [ 124, 132 ], [ 133, 152 ], [ 152, 205 ], [ 205, 264 ], [ 265, 283 ], [ 283, 328 ], [ 328, 390 ], [ 391, 581 ], [ 582, 640 ], [ 641, 649 ], [ 650, 849 ], [ 850, 951 ], [ 952, 1231 ], [ 1232, 1433 ], [ 1434, 1489 ], [ 1490, 1846 ], [ 1847, 2106 ], [ 2107, 2625 ], [ 2626, 2937 ], [ 2938, 3025 ], [ 3026, 3240 ], [ 3241, 3368 ], [ 3369, 3538 ], [ 3539, 3724 ], [ 3725, 3946 ], [ 3947, 4045 ], [ 4046, 4169 ], [ 4170, 4306 ], [ 4307, 4413 ], [ 4414, 4553 ], [ 4554, 4789 ], [ 4790, 4810 ], [ 4810, 5060 ], [ 5060, 5388 ], [ 5388, 5903 ], [ 5903, 6059 ], [ 6060, 6121 ], [ 6122, 6420 ], [ 6421, 6556 ], [ 6557, 6615 ], [ 6616, 6709 ], [ 6710, 6865 ], [ 6866, 6954 ], [ 6955, 7253 ], [ 7254, 7530 ], [ 7530, 7713 ], [ 7714, 7862 ], [ 7862, 7977 ], [ 7978, 8166 ], [ 8167, 8331 ], [ 8331, 8458 ], [ 8459, 8621 ], [ 8622, 8823 ], [ 8824, 8962 ], [ 8963, 9293 ], [ 9293, 9340 ], [ 9340, 9398 ], [ 9399, 9623 ], [ 9624, 9898 ], [ 9899, 9940 ], [ 9941, 9992 ], [ 9992, 10038 ], [ 10039, 10051 ], [ 10052, 10096 ], [ 10097, 10148 ], [ 10148, 10194 ], [ 10195, 10207 ], [ 10208, 10262 ], [ 10263, 10313 ], [ 10313, 10366 ], [ 10367, 10379 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 39, 40, 46 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 18, 19, 20 ] }, "nda-19": { "choice": "Entailment", "spans": [ 48 ] }, "nda-12": { "choice": "Entailment", "spans": [ 27, 32 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 46 ] }, "nda-3": { "choice": "Entailment", "spans": [ 18 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 22, 23, 26 ] }, "nda-17": { "choice": "Entailment", "spans": [ 22, 24 ] }, "nda-8": { "choice": "Entailment", "spans": [ 27, 33, 36, 38 ] }, "nda-13": { "choice": "Entailment", "spans": [ 27, 31 ] }, "nda-5": { "choice": "Entailment", "spans": [ 22, 26 ] }, "nda-4": { "choice": "Entailment", "spans": [ 22, 25 ] } } } ], "document_type": "search-pdf", "url": "https://udrc.eng.ed.ac.uk/sites/udrc.eng.ed.ac.uk/files/publications/NDA%20UDRC%203-way%20Final.pdf" }, { "id": 194, "file_name": "NDA%20for%20Tender%20Ref%202201000050.pdf", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Agreement is made the _______ day of _________________ 201__.\nBETWEEN:\n1. Singapore Pools (Private) Limited, a company incorporated in Singapore and having its registered office at 210 Middle Road, #01-01, Singapore Pools Building, Singapore 188994 of the one part, and\n2. ___________________________________________________ [Name of company], a company incorporated in _____________________ [state country] and having its registered office at ______________________________________________________________________ [state registered office address of company] of the other part,\neach a \u201cParty\u201d and both collectively the \u201cParties\u201d.\nIT IS HEREBY AGREED AS FOLLOWS:\n1. Purpose.\n1.1 The Parties wish to disclose to each other and to receive from each other from time to time, certain information and ideas considered to be confidential regarding the Parties\u2019 current and future technology and/or projects and/or business plans and/or opportunities in relation to a Request for Proposals (RFP) for Supply, Delivery, Installation and Implementation of Customer Service System (CSS) for Singapore Pools in Tender Reference 2201000050 (hereinafter called the \u201cPurpose\u201d).\n1.2 In consideration of the terms and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto mutually agree as set out herein.\n2. Definitions.\n2.1 \u201cDisclosing Party\u201d shall mean the Party disclosing Confidential Information; \u201cReceiving Party\u201d shall mean the Party receiving Confidential Information.\n2.2 \u201cConfidential Information\u201d as used throughout this Agreement herein shall mean any and all trade secrets and any and all data or information not generally known outside of the Disclosing Party, regardless of form, proprietary to or maintained in confidence by the Disclosing Party, including but not limited to any and all data, information, technical data or know-how relating to business plans, contracts, proposals, documents, concepts, discoveries, ideas, inventions, new products, mechanical and electronic designs, title, script, report, analyses, process data, program, any and all form of codes, research, prototype, survey, new technologies, plans of production and publicity, specifications, articles of manufacture, test procedures, schematics, materials, methods, operations, procedures, marketing techniques, marketing plans, strategies, customer files, customer lists, any business, marketing, financial or sales record, data, plan or survey and other business data (whether written or oral, human or machine readable, and howsoever stored), machines, prototypes, designs and drawings(hereinafter collectively called the \u201cConfidential Information\u201d), which is disclosed by the Disclosing Party, directly or indirectly to the Receiving Party or any of it employees or directors, on or after the date hereof.\n2.3 \u201cAffiliates\u201d shall mean any of the Receiving Party\u2019s affiliated, related and/or subsidiary entities, parents and their respective employees, directors, officers and agents.\n3. Access to Confidential Information.\nAccess to and release/use of disclosed Confidential Information shall be restricted to those employees, directors and attorneys of the Receiving Party and its Affiliates, which have a need to know the Confidential Information with respect to the Purpose. The Receiving Party shall cause all its Affiliates, employees, directors, officers and agents to be bound by and to comply with all of the terms and conditions herein.\n4. Use of Confidential Information.\nThe Receiving Party shall use the same degree of care to protect the secrecy and confidentiality of the Confidential Information as it uses to protect its own confidential information, and in any event use at least a reasonable degree of care in doing so. All Confidential Information furnished by the Disclosing Party to the Receiving Party shall be used solely in connection with the Purpose. Except as otherwise expressly provided herein, the Receiving Party shall not disclose or reproduce, or authorize or permit the use, reproduction or disclosure of any Confidential Information in whole or in part in any manner or to any person, firm, enterprise, organization, corporation or entity, and shall not use any Confidential Information to unfairly compete against or obtain any unfair advantage, benefit or profit from such use.\n5. Non-Disclosure Obligations.\nThe obligations imposed upon herein shall not apply to Confidential Information which is:\n5.1 already in the legal possession of the Receiving Party at the date hereof;\n5.2 not, directly or indirectly, made known, divulged, published or publicized by the act of any Party;\n5.3 generally available to the public through no wrongful act of the Receiving Party;\n5.4 independently developed by the Receiving Party;\n5.5 disclosed upon request of the Disclosing Party;\n5.6 received from or provided lawfully by a third party without restriction and breach of this Agreement herein;\n5.7 required by any judicial or governmental authority, provided that the Receiving Party shall take reasonable steps to give the Disclosing Party sufficient prior notice in order to contest any request, requirement or order made by such judicial or governmental authority for the Confidential Information. In any such case, Receiving Party shall disclose only such Confidential Information as is legally required and shall exercise reasonable efforts to obtain confidential treatment for any Confidential Information being disclosed.\n6. Consequences of Disclosure.\nReceiving Party agrees and recognizes that the unauthorized use or disclosure of any Confidential Information may cause irreparable injury to the Disclosing Party. The Parties agree that in that event, damages may not be an adequate remedy for the Disclosing Party, and the Disclosing Party may seek reliefs including but not limited to injunctions and specific performances. The Receiving Party shall notify the Disclosing Party promptly, by written notice, upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement herein. In the event that the Disclosing Party takes legal action against the Receiving Party as a result of a breach of this Agreement, the Disclosing Party shall be entitled to recover from the Receiving Party its legal fees and expenses incurred in connection with such legal action on an indemnity basis in the event that the Disclosing Party prevails in one or more of its claims.\n7. Return of the Confidential Information.\nAs soon as reasonably practicable upon request of the Disclosing Party, all Confidential Information made available hereunder, including all documents and other materials embodying Confidential Information and any/all copies thereof, shall be returned to the Disclosing Party.\n8. Non-Assignable.\nThe Agreement herein is non-assignable to or for any person, company, employee of other company, organization, formation or corporation in any event except upon prior written consent of the other Party.\n9. No Publicity.\nNeither Party shall make any public statement nor comment on the existence or provisions of this Agreement herein, nor the existence or content of a relationship between the Parties, without the prior written consent of the other Party.\n10. No Licence.\nAll rights in and title to the Confidential Information shall remain in the exclusive ownership of the Disclosing Party. Neither the execution and delivery of this Agreement herein, nor the furnishing of any Confidential Information by the Disclosing Party, shall be construed as granting to the Receiving Party, either expressly, by implication, estoppel or otherwise, any licence to use or exploit any Confidential Information other than is expressly permitted hereunder. Further, the Disclosing Party makes no representation or warranty, express or implied, as to the completeness, fairness or accuracy of the Confidential Information.\n11. Validity.\nThe Parties agree that the obligations of the Receiving Party under this Agreement shall survive and continue to be in force notwithstanding the termination of this Agreement or the conclusion of any contractual arrangement between the Parties in relation to the Purpose, until such time as the Confidential Information shall come into public domain other than through a breach of the terms of this Agreement, so that the obligations of confidentiality herein no longer apply.\n12. Governing Law.\nThe Agreement herein shall be governed by the laws of Singapore, and the Parties submit to the non-exclusive jurisdiction of the courts of Singapore.\n13. No Implied Obligations.\nNeither this Agreement herein, nor the disclosure of any Confidential Information, shall imply any promise or confirm any intention to enter into any contract or other business relationship, or to purchase any product(s) or service(s), by either of the Parties or any of their affiliated companies, or any commitment by either of the Parties or their affiliated companies with respect to the present or future development, production, or distribution of any product(s) or service(s). Nothing in this Agreement herein shall be construed to refrain either Party from pursuing its business even if this involves or has the effect of competing with the other Party.\n14. Entire Agreement.\nThis Agreement herein constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement herein, and supersedes any and all prior or contemporaneous oral or written representations relating thereto.\n15. General Provisions.\n15.1 Any notices required by this Agreement herein shall be in writing and shall be given by hand or sent by first class mail to the applicable address noted in the initial paragraph.\n15.2 If any term or provision of this Agreement herein shall be held illegal or unenforceable, it is to that extent omitted and the validity or enforceability of the remainder of this Agreement herein shall not be affected.\n15.3 Nothing contained herein shall be construed to create a partnership or joint venture between the Parties.\n15.4 No failure or delay by either Party and/or its related corporations in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise of such right, power or remedy preclude any further or other exercise of any right, power or remedy. No waiver by either Party and/or its related corporations of any breach of this Agreement shall be deemed to be a waiver of any subsequent or other breach.\n16. Data Protection.\nThe Supplier shall comply with all relevant sections of the Personal Data Protection Act 2012 which may apply to this Agreement.\nIN WITNESS WHEREOF, the Parties have set their hands the day and year first above written.\nSIGNED BY\nFOR AND ON BEHALF OF\nSINGAPORE POOLS (PRIVATE) LIMITED\n___________________________________________________\n[Name and Designation/Appointment]\nIN PRESENCE OF:\n___________________________________________________\n(Name, Signature and Designation of Witness)\nSIGNED BY\nFOR AND ON BEHALF OF\n____________________________________________________\n(Name and Address of Supplier\u2019s Company)\n____________________________________________________\n(Supplier\u2019s Company Stamp)\nName and Signature:\nTitle of Signatory:\nTel No. and Fax No.:\nDate:\nIN PRESENCE OF:\n___________________________________________________\n(Name, Signature and Designation of Witness)\n", "spans": [ [ 0, 31 ], [ 32, 74 ], [ 74, 98 ], [ 99, 107 ], [ 108, 306 ], [ 307, 362 ], [ 362, 429 ], [ 429, 481 ], [ 481, 552 ], [ 552, 615 ], [ 616, 667 ], [ 668, 699 ], [ 700, 711 ], [ 712, 716 ], [ 716, 1199 ], [ 1200, 1204 ], [ 1204, 1428 ], [ 1429, 1444 ], [ 1445, 1600 ], [ 1601, 2924 ], [ 2925, 3101 ], [ 3102, 3140 ], [ 3141, 3396 ], [ 3396, 3563 ], [ 3564, 3599 ], [ 3600, 3856 ], [ 3856, 3995 ], [ 3995, 4432 ], [ 4433, 4451 ], [ 4451, 4463 ], [ 4464, 4553 ], [ 4554, 4632 ], [ 4633, 4736 ], [ 4737, 4822 ], [ 4823, 4874 ], [ 4875, 4926 ], [ 4927, 5039 ], [ 5040, 5347 ], [ 5347, 5574 ], [ 5575, 5605 ], [ 5606, 5770 ], [ 5770, 5982 ], [ 5982, 6192 ], [ 6192, 6569 ], [ 6570, 6612 ], [ 6613, 6889 ], [ 6890, 6908 ], [ 6909, 7111 ], [ 7112, 7128 ], [ 7129, 7365 ], [ 7366, 7381 ], [ 7382, 7503 ], [ 7503, 7856 ], [ 7856, 8020 ], [ 8021, 8034 ], [ 8035, 8511 ], [ 8512, 8530 ], [ 8531, 8680 ], [ 8681, 8708 ], [ 8709, 9193 ], [ 9193, 9370 ], [ 9371, 9392 ], [ 9393, 9630 ], [ 9631, 9654 ], [ 9655, 9660 ], [ 9660, 9838 ], [ 9839, 9844 ], [ 9844, 10062 ], [ 10063, 10068 ], [ 10068, 10173 ], [ 10174, 10179 ], [ 10179, 10485 ], [ 10485, 10640 ], [ 10641, 10661 ], [ 10662, 10790 ], [ 10791, 10881 ], [ 10882, 10891 ], [ 10892, 10912 ], [ 10913, 10946 ], [ 10947, 10998 ], [ 10999, 11033 ], [ 11034, 11049 ], [ 11050, 11101 ], [ 11102, 11146 ], [ 11147, 11156 ], [ 11157, 11177 ], [ 11178, 11230 ], [ 11231, 11271 ], [ 11272, 11324 ], [ 11325, 11351 ], [ 11352, 11371 ], [ 11372, 11391 ], [ 11392, 11412 ], [ 11413, 11418 ], [ 11419, 11434 ], [ 11435, 11486 ], [ 11487, 11531 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 51, 52 ] }, "nda-10": { "choice": "Entailment", "spans": [ 49 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 19 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 55 ] }, "nda-12": { "choice": "Entailment", "spans": [ 30, 34 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 45 ] }, "nda-3": { "choice": "Entailment", "spans": [ 19 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 20, 22 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 27 ] }, "nda-8": { "choice": "Entailment", "spans": [ 30, 37 ] }, "nda-13": { "choice": "Entailment", "spans": [ 30, 36 ] }, "nda-5": { "choice": "Entailment", "spans": [ 20, 22 ] }, "nda-4": { "choice": "Entailment", "spans": [ 26, 27 ] } } } ], "document_type": "search-pdf", "url": "http://www.singaporepools.com.sg/en/tnq/Lists/QuotationTenderAttachmentFiles/Attachments/893/NDA%20for%20Tender%20Ref%202201000050.pdf" }, { "id": 195, "file_name": "NDA-2015-2.pdf", "text": "Commercial Confidential\nNON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT, effective as of May 20th, 2015 between MARS Discovery District, MaRS Centre, South Tower, 101 College, Suite 100, Toronto, ON, M5G 1L7, Canada (hereinafter \"MaRS\") and Recipients as indicated on the attached signature sheet (hereinafter \"Recipients\" collectively or \u201cRecipient\u201d individually).\nWHEREAS, MaRS will be hosting a series of confidential presentations being made by entrants into a business pitch competition (the \u201cUp-Start Competition\u201d); and\nWHEREAS, entrants into the Up-Start Competition are each in possession of certain confidential information that will be disclosed during their presentation in the competition and through questions thereafter (hereinafter \"Confidential Information\"); and\nWHEREAS, Recipients desire to receive such Confidential Information for the purpose of participating in the Up-Start Competition either as competitors or as interested observers; and\nWHEREAS, MaRS wishes to ensure that the Confidential Information provided by competitors in the Up-Start Competition remains confidential.\nNOW, THEREFORE, Recipients agree as follows:\n1. Recipients (and their respective partners, suppliers, licensors, licencees, agents, contractors and affiliates, who are hereby authorized to have Confidential Information disclosed to them hereunder only so long as they are in receipt of said Confidential Information under terms of confidentiality comparable to those set forth herein) hereby agree to hold in confidence any and all Confidential Information disclosed during the Up-Start Competition, either verbally or in writing. Such obligation of confidentiality shall not apply to Confidential Information:\n(a) which, at the time of disclosure, is in the public domain or thereafter becomes part of the public domain by publication or otherwise, other than by breach of this Agreement by the Recipient;\n(b) which was in the Recipient's possession at the time of disclosure and was not acquired, directly or indirectly, from the disclosing party;\n(c) which the Recipient receives from a third party having a lawful right to disclose the same;\n(d) in respect of which it can be established, by competent contemporaneous written evidence, that the same was developed by the Recipient independently of such disclosure; or\n(e) which is required to be disclosed to a third party pursuant to any applicable law or decision of any court or tribunal of competent jurisdiction, provided that (i) prior written notice, in light of the circumstances of such disclosure, is provided by the party required to make the disclosure to the third party to other party hereto; (ii) the party required to make the disclosure to the third party shall not disclose or release more Confidential Information than is required by law; and (iii) the party required to make disclosure to the third party cooperates with the other party hereto in any attempts it may make to obtain a protective order or other appropriate assurance that confidential treatment will be afforded to the Confidential Information.\n2. Recipient agrees not to use the Confidential Information disclosed hereunder for any commercial or other purpose other than the purpose described in the third recital to this Agreement, without first entering into a written agreement between the parties covering such other use. Upon receiving a written request from the disclosing party, the receiving party shall cease to use the Confidential Information disclosed to it and shall promptly thereafter return to the disclosing party all written or otherwise documented Confidential Information disclosed to it pursuant to this Agreement, except that one copy of all such Confidential Information may be kept for archival purposes and for the purpose of defending against any lawsuits brought by the disclosing party against the Recipient.\n3. Recipient acknowledges that any violation of any of the provisions hereof by such party may result in immediate and irreparable damage to other party and agrees that in the event of such violation the other party shall, in addition to any other right, relief or remedy at law, be entitled to any equitable relief that any court of competent jurisdiction may deem just and proper.\n4. Recipient agrees to use due care, but in no event less than a reasonable degree of care, to keep Confidential Information disclosed to it pursuant to this Agreement in a safe and secure place that is at least as safe and secure as the place where that party keeps other confidential information that it considers to be valuable and proprietary to itself.\n5. Nothing herein constitutes a license or other transfer of rights in respect of either party's interest in any Confidential Information disclosed pursuant to this Agreement.\n6. The obligations arising pursuant to this Agreement, including, without limitation, the parties' confidentiality obligations, shall expire on the fifth (5th) anniversary of the date first above written, unless such obligations are modified by a subsequent written agreement between the parties.\n7. This Agreement shall enure to the benefit of and be binding upon the parties hereto, and their respective heirs, executors, administrators, successors, and assigns.\n8. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and may not be changed, modified, amended or supplemented except by a written instrument signed by the parties. The unenforceability of any provision of this Agreement shall not affect the enforceability of any other provision of this Agreement.\n9. This Agreement and the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives.\nAttendees\nName Email\n", "spans": [ [ 0, 23 ], [ 24, 48 ], [ 49, 357 ], [ 358, 517 ], [ 518, 771 ], [ 772, 954 ], [ 955, 1093 ], [ 1094, 1138 ], [ 1139, 1625 ], [ 1625, 1704 ], [ 1705, 1900 ], [ 1901, 2043 ], [ 2044, 2139 ], [ 2140, 2315 ], [ 2316, 2480 ], [ 2480, 2655 ], [ 2655, 2810 ], [ 2810, 3077 ], [ 3078, 3360 ], [ 3360, 3870 ], [ 3871, 4253 ], [ 4254, 4611 ], [ 4612, 4787 ], [ 4788, 5084 ], [ 5085, 5252 ], [ 5253, 5470 ], [ 5470, 5603 ], [ 5604, 5808 ], [ 5809, 5931 ], [ 5932, 5941 ], [ 5942, 5952 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 22 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Contradiction", "spans": [ 23 ] }, "nda-12": { "choice": "Entailment", "spans": [ 9, 13 ] }, "nda-20": { "choice": "Entailment", "spans": [ 19 ] }, "nda-3": { "choice": "Entailment", "spans": [ 8 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 9, 14, 15 ] }, "nda-13": { "choice": "Entailment", "spans": [ 9, 12 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 18 ] } } } ], "document_type": "search-pdf", "url": "http://www.marsdd.com/wp-content/uploads/2014/04/NDA-2015-2.pdf" }, { "id": 196, "file_name": "NDA-2016-DAB.pdf", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made the __ day of _____________ in the year 2016 by and between Switchdigital (London) Limited (with Registration Number 03729042) whose registered office is at 18 Hatfields, London SE1 8DJ (\"Switchdigital\") and\nCOMPANY NAME ________________________________ (\"Applicant\")\nREGISTRATION NUMBER ________________________________\nREGISTERED OFFICE is at ________________________________\n________________________________\nWHEREAS:\n(A) The parties, for their mutual benefit, may have exchanged and wish further to exchange certain information (including but not limited to trade secrets and proprietary know-how) in order that each of them may evaluate such information for the purpose of determining their respective interest in establishing a business relationship between them.\n(B) The parties wish to define their rights with respect to the said information and to protect the confidentiality thereof and proprietary features contained therein.\nNOW IT IS HEREBY AGREED AS FOLLOWS:\n1 Definitions\nIn this Agreement the following expressions shall have the following meanings:\n(a) 'Purpose' shall mean any discussions, negotiations and development work undertaken between or within the parties concerning or in connection with Switchdigital and the Applicant entering into a carriage agreement for carriage of the Applicant\u2019s radio service on the DAB multiplex operated by Switchdigital;\n(b) 'Confidential Information' shall mean all information or data disclosed (whether in writing, orally or by any other means) to one party by the other party or by a third party on behalf of the other party and shall include but not be limited to (A) any information ascertainable by the inspection or analysis of samples, (B) the information described in the Schedule 1 hereto as having been disclosed prior to the date hereof and (C) any information relating to that party's business, operations, prices, processes, plans, intentions, product information, know-how, design rights, trade secrets, software, market opportunities, customers and business affairs, but shall exclude any part of such disclosed information or data which:\n(i) is or becomes in the public domain in any way without breach of this Agreement by the receiving party; or\n(ii) the receiving party can show (A) was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and was not previously acquired by the receiving party from the disclosing party under an obligation of confidence; or (B) to have been developed by or for the receiving party at any time independently of the information disclosed to it by the disclosing party; or\n(iii) is hereafter disclosed or made available to the receiving party from a source other than the disclosing party without breach by the receiving party or such source of any obligation of confidentiality or non-use towards the disclosing party; or\n(iv) is hereafter made generally available by the disclosing party or a third party or is disclosed by the disclosing party to a third party without restriction on disclosure or use, including, without limitation, by way of the publication of a patent specification; or\n(v) is disclosed by the receiving party with the prior written approval of the disclosing party;\nprovided however that the foregoing exceptions shall not apply to information relating to any combination of features or any combination of items of information merely because information relating to one or more of the relevant individual features or one or more of the relevant items (but not the combination itself) falls within any one or more of such exceptions.\n2 Handling of confidential information\nIn consideration of the mutual exchange and disclosure of Confidential Information, each party undertakes in relation to the other party's Confidential Information:\n(a) to maintain the same in confidence and to use it only for the Purpose and for no other purpose and in particular, but without prejudice to the generality of the foregoing, (i) not to make any commercial use thereof (ii) not to use the same for the benefit of itself or of any third party other than pursuant to a further agreement with the other party and (iii) not to use the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available to the public, for any purpose whatsoever, including, without limitation, for the purpose of demonstrating that any information falls within one of the exceptions in clause 1;\n(b) not to copy reproduce or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies reproductions or reductions to writing so made shall be the property of the disclosing party;\n(c) not to disclose the same whether to its employees or to third parties except in confidence to such of its employees, directors or contractors who need to know the same for the Purpose and that (i) such employees, directors and contractors are obliged by their contracts of employment or services not to disclose the same, (ii) the receiving party shall enforce such obligations at its expense and at the request of the disclosing party in so far as breach thereof relates to the disclosing party's Confidential Information;\n(d) to be responsible for the performance of sub-clause (a), (b) and (c) above on the part of its employees or directors to whom the same is disclosed pursuant to sub-clause (c) above; and\n(e) to apply thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential or proprietary information and which the receiving party warrants as providing adequate protection of such information from unauthorised disclosure, copying or use.\nNotwithstanding the foregoing, the receiving party shall be entitled to make any disclosure required by law of the other party's Confidential Information, but shall give the other party not less than two business days' notice of such disclosure and shall consult with the disclosing party prior to such disclosure with a view to avoiding such disclosure if legally possible.\n3 Return of confidential information\nEach party shall:\n(a) within one month of completion of the Purpose or receipt of a written request from the other party, return to the other party all documents and materials (and all copies thereof) containing the other party's Confidential Information and certify in writing to the other party that it has complied with the requirements of this sub-clause; and\n(b) notwithstanding completion of the Purpose or return of documents and materials as aforesaid, continue to be bound by the undertakings set out in clause 2.\n4 Disclaimer and warranty\n(a) Each party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by either party.\n(b) Each party warrants its right to disclose its Confidential Information to the other party and to authorise the other party to use the same for the Purpose.\n5 Confidentiality\nEach party agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the other party (or of any other company in the Group of Companies of which the other party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the other party.\n6 Notices\nAll notices under this Agreement shall be in writing and shall be sent by first-class registered or recorded delivery post to the party being served at its address specified above or at such other address of which such party shall have given notice as aforesaid, and marked for the attention of that party's signatory of this Agreement. The date of service shall be deemed to be the day following the day on which the notice was transmitted or posted as the case may be.\n7 Term and Termination\nThis Agreement shall become effective from the date hereof and continue in force for a period of one year. The provisions of clauses 1, 2 and 3 shall survive any such termination.\n8 Non-assignment\nThis Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.\n9 Severability\nIf any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement which shall remain in full force and effect. Where relevant, the parties shall use their reasonable endeavours to find a new stipulation resembling the invalid one in its commercial consequence as much as possible.\n10 Equitable Relief\nBoth parties to this Agreement acknowledge that the Confidential Information belonging to each party is a unique and valuable asset of such party. Disclosure in breach of this Agreement will result in irreparable injury to the disclosing party for which monetary damages alone will not be an adequate remedy.\nTherefore, the parties agree that in the event of a breach or threatened breach of the terms of this Agreement, the disclosing party will be entitled to specific performance, injunctive relief or other equitable relief prohibiting any breach of this Agreement without giving an undertaking as to damages. Any such equitable remedy shall be in addition to and not in lieu of, other appropriate relief at law to which the disclosing party may be entitled.\n11 Counterparts\nThis Agreement may be signed in any number of counterparts and/or via email through the exchange of scanned pdf copies with the same effect as if the signature to each were upon the same Agreement.\n12 No Partnership\nThis Agreement is neither intended to nor will it be construed as creating a joint venture, partnership or other form of business association between the parties, nor an obligation to buy or sell products using or incorporating the Confidential Information.\n13 No Waiver\nThe failure of either party to enforce any rights resulting from any breach of any term or provision of this Agreement by the other party will not be deemed a waiver of any right relating to a subsequent breach of such provision or of any other right hereunder.\n14 Entire agreement, governing law and jurisdiction\nThis Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect and all obligations implied by law to the extent that they conflict with the express provisions of this Agreement. This Agreement cannot be changed except by written agreement between the parties. The interpretation construction and effect of this Agreement shall be governed and construed in all respects in accordance with English Law and the parties submit to the exclusive jurisdiction of the courts of England and Wales.\nAS WITNESS this Agreement has been signed on behalf of each party by its duly authorized representative the day and year first above written.\nSIGNED for & on behalf of: Switchdigital (London) Limited\nAuthorised Signatory: _____________________________\nName: Piers Collins\nTitle: Director\nSIGNED for & on behalf of:\nAuthorised Signatory: _____________________________\nName:\nTitle:\nSCHEDULE 1\nINFORMATION DISCLOSED PRIOR TO THE DATE OF THIS AGREEMENT\n", "spans": [ [ 0, 31 ], [ 32, 47 ], [ 47, 262 ], [ 263, 276 ], [ 276, 309 ], [ 309, 322 ], [ 323, 343 ], [ 343, 375 ], [ 376, 400 ], [ 400, 432 ], [ 433, 465 ], [ 466, 474 ], [ 475, 823 ], [ 824, 991 ], [ 992, 1027 ], [ 1028, 1041 ], [ 1042, 1120 ], [ 1121, 1431 ], [ 1432, 1680 ], [ 1680, 1756 ], [ 1756, 1865 ], [ 1865, 2166 ], [ 2167, 2276 ], [ 2277, 2311 ], [ 2311, 2603 ], [ 2603, 2748 ], [ 2749, 2998 ], [ 2999, 3268 ], [ 3269, 3365 ], [ 3366, 3732 ], [ 3733, 3771 ], [ 3772, 3936 ], [ 3937, 4113 ], [ 4113, 4156 ], [ 4156, 4297 ], [ 4297, 4615 ], [ 4616, 4847 ], [ 4848, 5045 ], [ 5045, 5174 ], [ 5174, 5375 ], [ 5376, 5432 ], [ 5432, 5437 ], [ 5437, 5445 ], [ 5445, 5550 ], [ 5550, 5564 ], [ 5565, 5866 ], [ 5867, 6241 ], [ 6242, 6244 ], [ 6244, 6278 ], [ 6279, 6296 ], [ 6297, 6642 ], [ 6643, 6801 ], [ 6802, 6827 ], [ 6828, 7016 ], [ 7016, 7240 ], [ 7241, 7400 ], [ 7401, 7418 ], [ 7419, 7779 ], [ 7780, 7789 ], [ 7790, 8127 ], [ 8127, 8260 ], [ 8261, 8283 ], [ 8284, 8391 ], [ 8391, 8463 ], [ 8464, 8480 ], [ 8481, 8663 ], [ 8664, 8678 ], [ 8679, 8948 ], [ 8948, 9117 ], [ 9118, 9137 ], [ 9138, 9285 ], [ 9285, 9446 ], [ 9447, 9752 ], [ 9752, 9900 ], [ 9901, 9916 ], [ 9917, 10114 ], [ 10115, 10132 ], [ 10133, 10390 ], [ 10391, 10403 ], [ 10404, 10665 ], [ 10666, 10717 ], [ 10718, 11046 ], [ 11046, 11128 ], [ 11128, 11356 ], [ 11357, 11498 ], [ 11499, 11556 ], [ 11557, 11579 ], [ 11579, 11608 ], [ 11609, 11628 ], [ 11629, 11644 ], [ 11645, 11671 ], [ 11672, 11694 ], [ 11694, 11723 ], [ 11724, 11729 ], [ 11730, 11736 ], [ 11737, 11746 ], [ 11746, 11747 ], [ 11748, 11805 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 49, 50 ] }, "nda-15": { "choice": "Entailment", "spans": [ 53, 54 ] }, "nda-10": { "choice": "Entailment", "spans": [ 57 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 18, 21 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 49, 51, 62, 63 ] }, "nda-12": { "choice": "Entailment", "spans": [ 18, 21, 23, 25 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 49, 50 ] }, "nda-3": { "choice": "Entailment", "spans": [ 18 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 31, 37 ] }, "nda-17": { "choice": "Entailment", "spans": [ 31, 36 ] }, "nda-8": { "choice": "Entailment", "spans": [ 46 ] }, "nda-13": { "choice": "Entailment", "spans": [ 18, 21, 26 ] }, "nda-5": { "choice": "Entailment", "spans": [ 31, 37 ] }, "nda-4": { "choice": "Entailment", "spans": [ 31, 32 ] } } } ], "document_type": "search-pdf", "url": "http://www.switchdigital.com/wp-content/uploads/2016/05/NDA-2016-DAB.pdf" }, { "id": 197, "file_name": "NDA-Agreement-NPAF.pdf", "text": "NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT (the \"Agreement\u201d) is entered into on this day of by and between NPAF.CA (www.npaf.ca), located at St. John\u2019s, Newfoundland, Canada ( the\u201d Disclosing Party\u201d), and with and address at (the \u201cRecipient\u201d or the \u201cReceiving Party\u201d).\nThe Recipient hereto desires to participate in discussions regarding (the \u201cTransaction\u201d). During these discussions, Disclosing Party may share certain proprietary information with the Recipient. Therefore, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:\n1. Definition of Confidential Information.\n(a) For purposes of this Agreement, \u201cConfidential Information\u201d means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its Confidential Information as trade secrets\n(b) Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which: (i) was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes rightfully known to the Receiving Party from a third-party source not known (after diligent inquiry) by the Receiving Party to be under an obligation to Disclosing Party to maintain confidentiality; (c) is or becomes publicly available through no fault of or failure to act by the Receiving Party in breach of this Agreement; (d) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of paragraph 4 hereof shall apply prior to any disclosure being made; and (e) is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the terms of this Agreement or reference or access to any Confidential Information.\n2. Disclosure of Confidential Information.\nFrom time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party will: (a) limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively \u201cRepresentatives\u201d) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose; (b) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement and require such Representatives to keep the Confidential Information confidential; (c) shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein).\nEach party shall be responsible for any breach of this Agreement by any of their respective Representatives.\n3. Use of Confidential Information.\nThe Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party. Nothing contained herein is intended to modify the parties' existing agreement that their discussions in furtherance of a potential business relationship are governed by Federal Rule of Evidence 408.\n4. Compelled Disclosure of Confidential Information.\nNotwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided in the case of a broad regulatory request with respect to the Receiving Party\u2019s business (not targeted at Disclosing Party), the Receiving Party may promptly comply with such request provided the Receiving Party give (if permitted by such regulator) the Disclosing Party prompt notice of such disclosure. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability.\n5. Term.\nThis Agreement shall remain in effect for a two-year term (subject to a one year extension if the parties are still discussing and considering the Transaction at the end of the second year). Notwithstanding the foregoing, the parties\u2019 duty to hold in confidence Confidential Information that was disclosed during term shall remain in effect indefinitely.\n6. Remedies.\nBoth parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character, and that the unauthorized dissemination of the Confidential\nInformation would destroy or diminish the value of such information. The damages to Disclosing Party that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys\u2019 fees, incurred in obtaining any such relief. Further, in the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney\u2019s fees and expenses.\n7. Return of Confidential Information.\nReceiving Party shall immediately return and redeliver to the other all tangible material embodying the Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving there from and all other documents or materials (\u201cNotes\u201d) (and all copies of any of the foregoing, including \u201ccopies\u201d that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its document retention policies. Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party\u2019s option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably nonrecoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction).\n8. Notice of Breach.\nReceiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information by Receiving Party or its Representatives, or any other breach of this Agreement by Receiving Party or its Representatives, and will cooperate with efforts by the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use.\n9. No Binding Agreement for Transaction.\nThe parties agree that neither party will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time. This Agreement does not create a joint venture or partnership between the parties. If a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. In the event such provision is not provided for in said transaction documents, this Agreement shall control.\n10. Warranty.\nEach party warrants that it has the right to make the disclosures under this Agreement. NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The parties acknowledge that although they shall each endeavor to include in the Confidential Information all information that they each believe relevant for the purpose of the evaluation of a Transaction, the parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by either party as the Disclosing Party. Further, neither party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Neither Party hereto shall have any liability to the other party or to the other party\u2019s Representatives resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement.\n11. Miscellaneous.\n(a) This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought.\n(b) The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of Newfoundland, Canada applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The Federal and state courts located in Newfoundland, Canada, shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement.\n(c) Any failure by either party to enforce the other party\u2019s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.\n(d) Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included.\n(e) Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above (or such other addressee as may be furnished by a party in accordance with this paragraph). All such notices or communications shall be deemed to have been given and received (a) in the case of personal delivery or electronic-mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and (c) in the case of mailing, on the seventh business day following such mailing.\n(f) This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent will not be unreasonably withheld. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and design\n(g) The receipt of Confidential Information pursuant to this Agreement will not prevent or in any way limit either party from: (i) developing, making or marketing products or services that are or may be competitive with the products or services of the other; or (ii) providing products or services to others who compete with the other.\n(h) Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.\nDisclosing Party Receiving Party\nBy By\nName: NPAF.CA Name:\nTitle: Founder Title:\n", "spans": [ [ 0, 24 ], [ 25, 109 ], [ 109, 265 ], [ 266, 356 ], [ 356, 461 ], [ 461, 695 ], [ 696, 738 ], [ 739, 1018 ], [ 1018, 1292 ], [ 1292, 1361 ], [ 1361, 1491 ], [ 1491, 1714 ], [ 1714, 1830 ], [ 1830, 1989 ], [ 1989, 2260 ], [ 2261, 2386 ], [ 2386, 2498 ], [ 2498, 2709 ], [ 2709, 2836 ], [ 2836, 3088 ], [ 3088, 3294 ], [ 3295, 3337 ], [ 3338, 3440 ], [ 3440, 3466 ], [ 3466, 3820 ], [ 3820, 4044 ], [ 4044, 4250 ], [ 4250, 4374 ], [ 4375, 4483 ], [ 4484, 4519 ], [ 4520, 4837 ], [ 4837, 4971 ], [ 4971, 5053 ], [ 5053, 5283 ], [ 5283, 5482 ], [ 5483, 5535 ], [ 5536, 6448 ], [ 6448, 6658 ], [ 6658, 6943 ], [ 6944, 6952 ], [ 6953, 7144 ], [ 7144, 7307 ], [ 7308, 7320 ], [ 7321, 7504 ], [ 7505, 7574 ], [ 7574, 7726 ], [ 7726, 7923 ], [ 7923, 8039 ], [ 8039, 8182 ], [ 8182, 8340 ], [ 8341, 8379 ], [ 8380, 9005 ], [ 9005, 9099 ], [ 9099, 9142 ], [ 9142, 9353 ], [ 9353, 9778 ], [ 9779, 9799 ], [ 9800, 10239 ], [ 10240, 10280 ], [ 10281, 10489 ], [ 10489, 10725 ], [ 10725, 10808 ], [ 10808, 11027 ], [ 11027, 11135 ], [ 11136, 11149 ], [ 11150, 11238 ], [ 11238, 11310 ], [ 11310, 11696 ], [ 11696, 11833 ], [ 11833, 12091 ], [ 12092, 12110 ], [ 12111, 12359 ], [ 12359, 12494 ], [ 12495, 12785 ], [ 12785, 12950 ], [ 12951, 13188 ], [ 13189, 13577 ], [ 13577, 13784 ], [ 13785, 14198 ], [ 14198, 14281 ], [ 14281, 14368 ], [ 14368, 14491 ], [ 14491, 14570 ], [ 14571, 14816 ], [ 14816, 14977 ], [ 14978, 15105 ], [ 15105, 15240 ], [ 15240, 15313 ], [ 15314, 15460 ], [ 15461, 15564 ], [ 15565, 15597 ], [ 15598, 15603 ], [ 15604, 15618 ], [ 15618, 15623 ], [ 15624, 15645 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 51, 52, 53 ] }, "nda-15": { "choice": "Entailment", "spans": [ 14, 31, 32 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 7, 8, 9 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 7, 12 ] }, "nda-19": { "choice": "Entailment", "spans": [ 41 ] }, "nda-12": { "choice": "Entailment", "spans": [ 15, 20, 85, 86 ] }, "nda-20": { "choice": "Entailment", "spans": [ 51, 52, 53, 54 ] }, "nda-3": { "choice": "Entailment", "spans": [ 7 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 23, 24 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 36 ] }, "nda-13": { "choice": "Entailment", "spans": [ 15, 17 ] }, "nda-5": { "choice": "Entailment", "spans": [ 23, 24 ] }, "nda-4": { "choice": "Entailment", "spans": [ 30 ] } } } ], "document_type": "search-pdf", "url": "http://npaf.ca/wp-content/uploads/2013/12/NDA-Agreement-NPAF.pdf" }, { "id": 198, "file_name": "NDA-Artop-Inno-2017.pdf", "text": "N o n- d i s c l o s u re A g re e m e n t\nEntrusting party (Party A):\nRecipient (Party B):\nShenzhen Artop Inno Co. Ltd\n(Hereinafter: \u201cRecipient\u201d)\nBoth Entrusting party and the Recipient will also be together referred to as the \u201cParties\u201d.\nWHEREAS:\na) Entrusting party (Party A) and Recipient (Party B) Propose to conduct discussions and negotiations regarding the cooperative project. Exchanging of relevant business and technical information is required for the ongoing business discussions or cooperation between Entrusting party and Recipient with respect to (Project name) _ ___, this agreement is entered into by and between Entrusting party and Recipient through friendly consultations and under the principle of mutual benefit and joint development.\nb) In the course of discussing, evaluating and negotiating the proposed agreement, Entrusting party and Recipient have agreed to enter into confidentiality obligations.\n1. Definition of Confidential Information\n Confidential information refers to date and information with respect to relevant businesses and technical information, whether in written or other forms, that have been disclosed by either Entrusting party or Recipient with clear label or designation of \"Confidential information\" (hereinafter referred to as \"Confidential information\"), excluding the following date and information:\nTechnical information or design concepts that are already or to be make public available, except those disclosed information by either Entrusting party or Recipient or their representatives in violation of this agreement and without one party\u2019s authorization.\n Neither Entrusting party nor Recipient party shall disclose or make public any confidential information to a third party(including the press) or otherwise make use of the confidential information without the written approval or authorization of the other party; Both parties are obliged to instruct their representatives not to disclose or make public any confidential information to a third party(including the press) or otherwise make use of the confidential information; Unless the disclosure, publicity and application of the confidential information is necessitated by the due performance of the obligations of the two parties in association with the undertaking and proceeding of the cooperative programs under normal circumstances(including obligations to be assumed by both parties in the future pursuant to the law and contracts signed by the two parties).\nThe following items are not covered by the concept of this Confidential Information:\n(i) Information in the public domain at the effective date of the Confidentiality Agreement or information which becomes part of the public domain other than through non-compliance with the Confidentiality Agreement.\n(ii) Information that was already in the Recipient's possession before the Recipient received it from Entrusting party.\n(iii) Information that the Recipient has obtained from a third party without any obligation to keep the information secret.\n(iv) Information that the Recipient has obtained by unlawful means from and out of the domain of either parties beyond despite the due care and diligence exercised by either parties.\n Both parties shall strictly limit the access to the confidential information to their responsible representatives only for the purpose specified hereunder.\n Neither party shall provide a third party with copies or duplicates of the confidential information disclosed by the other party or its representative, whether intentionally or not, unless the disclosure is allowed by a written consent singed by the other party.\nIn the event that the proceeding of the cooperative program ceases or either party quits the program with reasons, a party shall and shall urge its representatives to destroy or return to the other party all confidential information as well as all documents and materials and all duplicates thereof containing confidential information within five working days or upon the request of the other party at any time in writing duly addressed to the party opting out of this agreement. Nevertheless, the party possessing the confidential information may keep one piece of the duplicates of the documents or materials described above only for the purpose enshrined in Article 4 hereunder, without breaching other provisions of this agreement.\n2. Preservation and Application of the Confidential Information\n2.1 Both Entrusting party(Party A) or Recipient(Party B) have the right to preserve necessary confidential information, so as to make use of which in implementing binding laws, regulations, and obligations under their cooperative programs.\n3. Intellectual Property Rights\n3.1 Disclosure of the confidential information by either Entrusting party(Party A) or Recipient (Party B )to the other party or its representatives shall not be construed to constitute an assignment or grant to the other party or its representatives of the rights and interests in relation to its trade secrets, trademarks, patents, know-how or any other intellectual property, nor shall it constitute an assignment or grant to the other party or its representatives the rights and interests in relation to the trade secrets, trademarks, patents, know-how, or any other intellectual property authorized by a third party.\n4. Confidentiality obligation\n4.1 This agreement shall be governed by and be interpreted in accordance with the laws of the People's Republic of China. With respect to any issues, disputes, lawsuits or proceedings arising from or in connection with the rights and obligations of the parties hereunder, the two parties shall irrevocably accept the jurisdiction of the people's courts of the People's Republic of China.\n5. Term of the Agreement\n5.1 This agreement shall remain effective for two years, and shall come into force as from the date when both parties sign and stamp the company chop on the agreement.\n6. TERMINATION OF THE AGREEMENT\n6.1 This agreement shall be terminated for the following reasons;\ni) by efflux of time or due performance of the agreement;\nii) by mutual consent wherein one of the party is unable to perform the contract for valid and acceptable reasons by the other party;\niii) breach of the covenants by either parties\niv) outbreak of war, violence, or emergency between the two countries, under the circumstance, both the parties are at liberty to either suspend the agreement temporarily and revive the same on restoration of peace between the two countries or permanently terminate the agreement.\n6.2 Should the agreement be terminated, for points (ii) to (iv) above, either party shall intimate the other party of such termination in writing duly addressed to the other party.\nThis agreement shall be held in two copies of the same form. Each party shall preserve one copy with equal legal effect.\nEntrusting Party (Party A). Recipient (Party B):\nShenZhen ARTOP Inno co., ltd\nAddress\uff1a Address\uff1aARTOP Building,\n Industrial Design Park NO.3838 Nanshan Road,\n Nanshan District, Shenzhen, China\nEmail\uff1a Email\uff1amarket@artopcn.com\nFax\uff1a Fax\uff1a+ 86 755-82795341\nSignature of Legal Representative Signature of Legal Representative\n\uff08or Authorized Representative\uff09\uff1a \uff08or Authorized Representative\uff09\uff1a\n___________________________ ___________________ _____\n", "spans": [ [ 0, 42 ], [ 43, 70 ], [ 71, 91 ], [ 92, 119 ], [ 120, 146 ], [ 147, 238 ], [ 239, 247 ], [ 248, 385 ], [ 385, 756 ], [ 757, 925 ], [ 926, 967 ], [ 968, 969 ], [ 969, 1352 ], [ 1353, 1612 ], [ 1613, 1614 ], [ 1614, 2479 ], [ 2480, 2564 ], [ 2565, 2781 ], [ 2782, 2901 ], [ 2902, 3025 ], [ 3026, 3208 ], [ 3209, 3210 ], [ 3210, 3365 ], [ 3366, 3367 ], [ 3367, 3629 ], [ 3630, 4110 ], [ 4110, 4365 ], [ 4366, 4429 ], [ 4430, 4669 ], [ 4670, 4701 ], [ 4702, 4706 ], [ 4706, 5322 ], [ 5323, 5352 ], [ 5353, 5357 ], [ 5357, 5475 ], [ 5475, 5740 ], [ 5741, 5765 ], [ 5766, 5770 ], [ 5770, 5933 ], [ 5934, 5965 ], [ 5966, 5970 ], [ 5970, 6031 ], [ 6032, 6089 ], [ 6090, 6223 ], [ 6224, 6270 ], [ 6271, 6551 ], [ 6552, 6556 ], [ 6556, 6603 ], [ 6603, 6611 ], [ 6611, 6732 ], [ 6733, 6794 ], [ 6794, 6853 ], [ 6854, 6882 ], [ 6882, 6902 ], [ 6903, 6918 ], [ 6918, 6931 ], [ 6932, 6955 ], [ 6955, 6964 ], [ 6965, 6966 ], [ 6966, 6997 ], [ 6997, 7010 ], [ 7011, 7012 ], [ 7012, 7045 ], [ 7046, 7077 ], [ 7078, 7104 ], [ 7105, 7172 ], [ 7173, 7236 ], [ 7237, 7265 ], [ 7265, 7285 ], [ 7285, 7290 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 25 ] }, "nda-15": { "choice": "Entailment", "spans": [ 31 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 12 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Entailment", "spans": [ 26 ] }, "nda-3": { "choice": "Entailment", "spans": [ 12 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 24 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 16, 19 ] }, "nda-5": { "choice": "Entailment", "spans": [ 22 ] }, "nda-4": { "choice": "Entailment", "spans": [ 15 ] } } } ], "document_type": "search-pdf", "url": "http://www.artopcn.com/pdf/NDA-Artop-Inno-2017.pdf" }, { "id": 199, "file_name": "NDA-Broker-Seller-for-Company-6-19-17.pdf", "text": "BROKER/SELLER NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (hereinafter this \u201cAgreement\u201d) with an effective date of ________________ (the \u201cEffective Date\u201d) is entered into by and between ______________, incorporated in ___________, having a place of business at ____________________________, (hereinafter called \u201cCompany\u201d), and Allied Security Trust I, a Delaware statutory trust, having a place of business at 100 Overlook Center 2nd Floor, Princeton, New Jersey 08540 (hereinafter \u201cAST\u201d);\nWHEREAS, both Company and AST (collectively, the \u201cParties\u201d and, individually, a \u201cParty\u201d) desire to exchange with each other information relating to potential patent acquisition opportunities for the purpose of AST evaluating and pursuing such opportunities (the \u201cPurpose\u201d) and for no other purpose;\nWHEREAS, the Parties (which shall include only employees and directors of each Party but shall not include agents, representatives, consultants, or financial advisors, unless disclosure to any such non-employee or non-director has been approved prior to disclosure by the Disclosing Party) are willing to exchange with each other pursuant to this Agreement business and technical information that is (a) disclosed in writing and marked with a suitable restrictive legend or, (b) if initially disclosed orally, is identified as confidential at the time of disclosure and within thirty (30) days after such oral disclosure is reduced to writing and marked with a suitable restrictive legend (collectively, such information being hereinafter referred to as \u201cConfidential Information\u201d); and\nWHEREAS, for purposes of this Agreement, a Party disclosing Confidential Information will be referred to as a \u201cDisclosing Party\u201d and a Party receiving Confidential Information will be referred to as a \u201cReceiving Party.\u201d\nNOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the adequacy of which as consideration for this Agreement is acknowledged by the Parties, and intending to be legally bound hereby, the Parties hereby covenant and agree as follows:\n1. This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with this Section 1. Either party may terminate this Agreement at any time with or without cause by giving ten (10) days written notice to the other party. The obligations of the Receiving Party under Section 2 shall survive termination of this Agreement and shall remain in effect until the earlier of: (a) the Disclosing Party, in its sole discretion, releases the Receiving Party by notification in writing that the Receiving Party is no longer required to protect the Confidential Information pursuant to this Agreement; or (b) the Confidential Information falls within an exception set forth in Section 3; or (c) two (2) years from the date of disclosure of the Confidential Information.\n2. The Receiving Party shall provide the Confidential Information only to those of its employees and directors (and any agents, representatives, consultants, or financial advisors that have been approved in advance by the Disclosing Party) that have a bona fide need to know for the Purpose, and in the case of AST to any of its current or prospective member companies, in each case who are bound by a written agreement including confidentiality and non-use terms and conditions at least as protective as those in this Agreement. Except for the foregoing, the Receiving Party shall not disclose the Confidential Information to any third party. The Receiving Party shall not use the Confidential Information for any purpose other than the Purpose. No rights or obligations other than those expressly recited herein are to be implied from this Agreement.\n3. This Agreement will impose no obligation upon the Receiving Party with respect to any portion of the received Confidential Information which:\n(a) is already known to the Receiving Party at the time of receiving such Confidential Information or is independently developed by the Receiving Party without reference to or use of the Disclosing Party\u2019s Confidential Information;\n(b) is in the public domain prior to disclosure by the Disclosing Party, or subsequently enters the public domain without breach of this Agreement by the Receiving Party;\n(c) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party or any of its employees or directors, without breach of this Agreement by the Receiving Party;\n(d) is hereafter furnished to the Receiving Party by a third party without breach by such third party of an obligation of confidentiality of which the Receiving Party is actually aware; or\n(e) is permitted to be disclosed by the prior written consent of the Disclosing Party.\n4. The Receiving Party shall have the right to disclose Confidential Information to the extent required to be disclosed by applicable law, regulation or an order of a governmental agency, legislative body or court of competent jurisdiction; provided that the Receiving Party provides the Disclosing Party with prompt notice of such request or requirement, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. The Receiving Party will cooperate with the Disclosing Party (at the Disclosing Party\u2019s sole expense) in order that the Disclosing Party may obtain a protective order.\n5. The Disclosing Party represents and warrants that it has the right to disclose the Confidential Information to the Receiving Party in accordance with this Agreement. However, disclosure by the Disclosing Party of Confidential Information does not constitute a warranty that the Confidential Information is accurate, complete, or adequate for the purposes contemplated by the Receiving Party.\n6. The Parties agree that discussions and related information shared between the Parties will not be used as a basis to place AST or its members on notice (e.g., for purposes of willfulness, inducement or otherwise) of the patents and patent applications which are offered for sale.\n7. The Confidential Information may only be used for the Purpose and may not be used to support a declaratory or other legal relief action related to the sharing of that Confidential Information. Notwithstanding the foregoing, nothing in this Agreement will prevent either party from pursuing legal action against the other or third parties provided Confidential Information received pursuant to this Agreement is not used as the basis for such actions.\n8. In the event that a Receiving Party becomes aware that Confidential Information of a Disclosing Party is inadvertently or accidentally disclosed by it, the Receiving Party shall notify the Disclosing Party in writing within five (5) working days of the discovery of such disclosure, and shall take all commercially reasonable precautions to avoid further dissemination of the Confidential Information that has been disclosed, as well as take any and all commercially reasonable precautions to prevent disclosure of any additional Confidential Information.\n9. Where Confidential Information is provided by the Disclosing Party as physical embodiments, such physical embodiments will remain the property of the Disclosing Party.\n10. All Confidential Information remains the property of the Disclosing Party and will not be copied or reproduced without the express written permission of the Disclosing Party, except for copies that are necessary in order to fulfill the Purpose. Within ten (10) business days of a written demand by a Disclosing Party, the Receiving Party shall either return (to the Disclosing Party) or destroy all Confidential Information, together with any copies, accompanied by a letter executed by an authorized representative of the Receiving Party to the effect that all such material has been returned or destroyed, except that the Receiving Party may retain an archival copy of the Confidential Information, to be used only in case of a dispute concerning this Agreement. The return of any Confidential Information will not relieve the Receiving Party of its obligation to maintain the confidentiality of the Confidential Information for the period provided for in Section 1 above. Section 6 shall survive any expiration or termination of this Agreement.\n11. Either Party shall have the right to refuse to accept any Confidential Information, or other information, tendered by the other Party. Nothing herein shall obligate either Party to disclose any particular Confidential Information, or other information, to the other Party. Each Party hereto shall not be obligated to enter into any further agreement with the other except as such party in its sole judgment may deem advisable. Neither Party shall be obligated to compensate the other for exchanging any information under this Agreement.\n12. This Agreement expresses the entire understanding and agreement of the Parties with respect to the disclosure of the Confidential Information by the Disclosing Party to the Receiving Party, and supersedes all prior agreements, understandings, representations and discussions concerning the subject matter hereof, whether oral or written. This Agreement may not be altered or amended except by a written instrument executed by both parties. This Agreement will be governed by and interpreted in accordance with the laws of the Delaware, without regard to its principles of conflicts of law. The Parties agree that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which money damages alone could be an inadequate remedy.\n13. If any term or condition of this Agreement is determined by court or agency of competent jurisdiction to be illegal or unenforceable, then such term or condition shall be deleted from this Agreement; but this Agreement, as amended by such deletion, will continue in full force and effect. Whenever the permission or consent of either Party is required or permitted under this Agreement, such consent will not unreasonably be withheld, delayed or made subject to any condition not specifically provided for in this Agreement.\nIN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized representatives, effective as of the Effective Date.\nALLIED SECURITY TRUST I __________________\nBy: _________________________ By: _________________________\nTitle: _________________________ Title: _________________________\nDate: _________________________ Date: _________________________\n", "spans": [ [ 0, 38 ], [ 39, 59 ], [ 59, 197 ], [ 197, 272 ], [ 272, 500 ], [ 501, 799 ], [ 800, 1200 ], [ 1200, 1275 ], [ 1275, 1586 ], [ 1587, 1805 ], [ 1805, 1806 ], [ 1807, 2083 ], [ 2084, 2210 ], [ 2210, 2345 ], [ 2345, 2493 ], [ 2493, 2717 ], [ 2717, 2803 ], [ 2803, 2881 ], [ 2882, 3412 ], [ 3412, 3526 ], [ 3526, 3629 ], [ 3629, 3734 ], [ 3735, 3879 ], [ 3880, 4111 ], [ 4112, 4282 ], [ 4283, 4486 ], [ 4487, 4675 ], [ 4676, 4762 ], [ 4763, 5234 ], [ 5234, 5401 ], [ 5402, 5571 ], [ 5571, 5796 ], [ 5797, 6079 ], [ 6080, 6276 ], [ 6276, 6533 ], [ 6534, 7092 ], [ 7093, 7263 ], [ 7264, 7513 ], [ 7513, 8033 ], [ 8033, 8243 ], [ 8243, 8315 ], [ 8316, 8455 ], [ 8455, 8593 ], [ 8593, 8747 ], [ 8747, 8856 ], [ 8857, 9199 ], [ 9199, 9301 ], [ 9301, 9451 ], [ 9451, 9612 ], [ 9613, 9906 ], [ 9906, 10141 ], [ 10142, 10311 ], [ 10312, 10354 ], [ 10355, 10359 ], [ 10359, 10385 ], [ 10385, 10389 ], [ 10389, 10414 ], [ 10415, 10422 ], [ 10422, 10448 ], [ 10448, 10455 ], [ 10455, 10480 ], [ 10481, 10487 ], [ 10487, 10513 ], [ 10513, 10519 ], [ 10519, 10544 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 21, 37 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 6, 7, 8 ] }, "nda-19": { "choice": "Entailment", "spans": [ 14, 15, 16, 17, 39, 40 ] }, "nda-12": { "choice": "Entailment", "spans": [ 22, 23 ] }, "nda-20": { "choice": "Entailment", "spans": [ 38 ] }, "nda-3": { "choice": "Entailment", "spans": [ 6, 8 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 6, 18 ] }, "nda-17": { "choice": "Entailment", "spans": [ 37 ] }, "nda-8": { "choice": "Entailment", "spans": [ 28 ] }, "nda-13": { "choice": "Entailment", "spans": [ 22, 25 ] }, "nda-5": { "choice": "Entailment", "spans": [ 18 ] }, "nda-4": { "choice": "Entailment", "spans": [ 20, 33 ] } } } ], "document_type": "search-pdf", "url": "https://ast.com/wp-content/uploads/2019/02/NDA-Broker-Seller-for-Company-6-19-17.pdf" }, { "id": 200, "file_name": "NDA-CRG-ALL-2.pdf", "text": "NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nTHIS AGREEMENT is made and entered into this _____ day of ____________, 20__, by and between Corbett Restaurant Group, LLC (\u201cBroker\u201d), and _____________________________________ (\u201cBuyer\u201d). Buyer agrees to conduct business exclusively through Broker with regard to businesses and/or real estate listed by Broker, or introduced to Buyer by Broker (the \u201cListings\u201d). In connection with the possible acquisition by Buyer of the Listings, Broker will furnish Buyer information regarding the Listings (\u201cConfidential Information\u201d). In consideration of obtaining Confidential Information, Buyer hereby agrees: BUYER\u2019S OBLIGATIONS\n1. Buyer agrees not to disclose or reveal any Confidential Information, including the existence of the Listing, to any persons or entities other than Buyer\u2019s employees or representatives who are directly participating in the evaluation of the information, and only then in connection with the proposed acquisition.\n2. Buyer shall not directly contact the Listing owners or their landlords, employees, agents, representatives, suppliers or customers (collectively, the \u201cListing Party\u201d) except through Broker. All correspondence, inquiries, offers to purchase and negotiations relating to the purchase or lease of any Listing presented by Broker will be conducted exclusively through Broker.\n3. Buyer shall not circumvent or interfere with Broker\u2019s contract with the Listing Party in any way. Buyer understands that if Buyer interferes with Broker\u2019s contract with any Listing Party, Buyer will be personally liable to Broker for the payment of Broker\u2019s commission. Buyer recognizes that under the terms of Broker\u2019s listing agreement a commission shall be due if at any point in time a Listing, or any interest therein, is transferred from a Listing Party to a Buyer introduced by Corbett. Buyer agrees that s/he will not engage with any Listing Party at any time subsequent to being introduced by Corbett for the purpose of purchasing a Listing without Broker\u2019s involvement.\n4. All information regarding the Listing is provided by the Listing Party or other sources and is deemed reliable, but not verified in any way by Broker. Broker makes no warranty, expressed or implied, as to the accuracy of such information. Understanding that, Buyer shall perform its own due diligence prior to entering into an agreement to purchase any Listing. Buyer agrees that Broker is not responsible for the accuracy or completeness of any of the information Buyer receives or fails to receive, and Buyer agrees to, defend, indemnify and hold harmless Broker and any of its agents from any claims or damages which may occur by reason of the inaccuracy or incompleteness of any information provided to Buyer with respect to any business Buyer might purchase.\n5. The Buyer acknowledges and understands that Corbett Restaurant Group is an agent of the Listing Party.\n6. Buyer represents that the BUYER\u2019S INFORMATION provided to Broker below is true and accurate.\nGENERAL PROVISIONS\n7. Deposit. A 10% escrow deposit will be required upon signing of a Purchase and Sale Agreement and will be held by Broker in a non-interest bearing account.\n8. Attorney\u2019s Fees. In the event it shall become necessary for the Broker to retain legal counsel in order to enforce the provisions of this Agreement, the Broker shall be entitled to collect reasonable legal fees from the Buyer in connection therewith.\n9. Binding Effect; Benefits. This Agreement shall inure to the benefit of the parties hereto and shall be binding upon the parties hereto and their respective heirs, successors, and assigns. Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective heirs, successors, and assigns any rights, remedies, obligations, or other liabilities under or by reason of this Agreement.\n10. Governing Law. The Agreement and all rights and obligations hereunder, including matters of construction, validity and performance shall be governed by the laws of the Commonwealth of Massachusetts. All parties submit themselves to the jurisdiction of the courts of Massachusetts, for all purposes with respect to the Agreement.\n11. Severability. A determination that any provision or provisions of the Agreement is invalid, illegal or otherwise unenforceable in any respect in any instance shall not affect the validity, legality or enforceability of any other provision or provisions of the Agreement.\n12. Execution. The Agreement shall become effective when executed by all parties and may be executed in counterparts, any one of which shall be deemed to be an original instrument. Any proof of the Agreement shall require production of only one such counterpart duly executed by the party to be charged therewith.\n13. Entire Agreement. The parties hereto agree that the Agreement constitutes the entire agreement between the parties relating to the subject matter of the Agreement and that there are no other agreements, understandings, representations or warranties made or given, except as expressly set forth herein. All prior agreements, understandings, letters and/or communications relating to the subject matter of the Agreement shall be null and void and shall be superseded by the Agreement, except as expressly set forth herein.\n14. Interpretation. Should any provision of the Agreement require interpretation or construction, the parties hereto agree that the court, administrative body, or other entity interpreting or construing the Agreement shall not apply a presumption that the provisions herein shall be more strictly construed against one party by reason of the rule of construction that the provisions of a document shall be more strictly construed against the party who itself or through its representatives prepared same; it being agreed that the parties and their respective attorneys have fully participated in the preparation of all provisions of the Agreement.\n15. Authority. The undersigned individuals represent, warrant and certify that s/he is authorized to execute the Agreement in the capacity indicated.\n16. Assignment. The rights and obligations of the parties under this Agreement shall not be assignable except with the prior written consent of the other party hereto.\n17. Counsel. This Agreement is a legal document that creates binding obligations. All parties have been advised and have been given an opportunity to consult an attorney.\nBUYER\u2019S INFORMATION\nDATE___________\nCash on hand $_________________ Value of Securities $_____________\nEquity in real estate $______________ Other $___________________\nBUYER(S) SIGNATURE____________________________\nDATE_________________\nPRINT NAME(S)_________________________________________________\nSTREET______________________CITY_________STATE____ZIP______\nPHONE______________ CELL PHONE_____________\nEMAIL\n________________________\nAgent for Corbett Restaurant Group\n", "spans": [ [ 0, 44 ], [ 45, 184 ], [ 184, 233 ], [ 233, 407 ], [ 407, 568 ], [ 568, 664 ], [ 665, 979 ], [ 980, 1173 ], [ 1173, 1354 ], [ 1355, 1456 ], [ 1456, 1628 ], [ 1628, 1852 ], [ 1852, 2037 ], [ 2038, 2192 ], [ 2192, 2280 ], [ 2280, 2403 ], [ 2403, 2804 ], [ 2805, 2910 ], [ 2911, 3006 ], [ 3007, 3025 ], [ 3026, 3038 ], [ 3038, 3183 ], [ 3184, 3204 ], [ 3204, 3437 ], [ 3438, 3467 ], [ 3467, 3629 ], [ 3629, 3926 ], [ 3927, 3946 ], [ 3946, 4130 ], [ 4130, 4259 ], [ 4260, 4278 ], [ 4278, 4534 ], [ 4535, 4550 ], [ 4550, 4716 ], [ 4716, 4848 ], [ 4849, 4871 ], [ 4871, 5155 ], [ 5155, 5373 ], [ 5374, 5394 ], [ 5394, 6021 ], [ 6022, 6037 ], [ 6037, 6171 ], [ 6172, 6188 ], [ 6188, 6339 ], [ 6340, 6353 ], [ 6353, 6422 ], [ 6422, 6510 ], [ 6511, 6530 ], [ 6531, 6546 ], [ 6547, 6560 ], [ 6560, 6579 ], [ 6579, 6599 ], [ 6599, 6613 ], [ 6614, 6636 ], [ 6636, 6652 ], [ 6652, 6658 ], [ 6658, 6678 ], [ 6679, 6725 ], [ 6726, 6747 ], [ 6748, 6810 ], [ 6811, 6870 ], [ 6871, 6914 ], [ 6915, 6920 ], [ 6921, 6945 ], [ 6946, 6980 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 3, 4 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 6 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "https://www.corbettrestaurantgroup.com/static/app/pdf/NDA-CRG-ALL-2.pdf" }, { "id": 201, "file_name": "NDA-Dollar-General-Portfolio.pdf", "text": "Confidentiality Agreement \u2013 Non-Disclosure Agreement\nPlease return signed agreement via email to jgates@thekasegroup.com\nThis Confidentiality Agreement and Agreement for the Release of Due Diligence Materials and Waiver of Claims (\u201cAgreement\u201d) is dated ____________________, by (\u201cBuyer\u201d) regarding the Dollar General Portfolio (the \u201cProperty\u201d).\n1. Marketing Representatives. Buyer is evaluating certain property owned by Owner for the purpose of purchasing the property from Owner (the \u201cTransaction\u201d), and, to assist Buyer in evaluating a possible transaction with Owner, Owner is prepared to make available to the Buyer certain confidential, non-public or proprietary information concerning the property and the tenants (the \u201cConfidential Materials\u201d). As a condition to the Confidential Materials being furnished to Buyer and its Representatives, Buyer agrees to treat the Confidential Materials in accordance with the provisions of this Agreement and to take or abstain from taking certain other actions hereinafter set forth.\n2. Excluded Information. The Confidential Materials shall not include information that: (i) is or becomes publicly available other than as a result of acts by Buyer in breach of this Agreement: (ii) is in Buyer\u2019s possession before disclosure by the Owner or is independently derived by Buyer without the aid, application or use of the Confidential Materials; (iii) is disclosed to Buyer by a third party on a non-confidential basis; or (iv) counsel for Buyer advises must be disclosed by law.\n3. Non-Disclosure of Confidential Materials. Buyer and its Representatives shall use the Confidential Materials solely for the purpose of evaluating a possible transaction with Owner. Buyer shall keep the Confidential Materials confidential and shall not disclose any of the Confidential Materials in any manner whatsoever, provided, however, that (i) Buyer may make any disclosure of information contained in the Confidential Materials to which Owner gives its prior written consent; and (ii) any information contained in the Confidential Materials may be disclosed to Buyer\u2019s Representatives who need to know that information for the purpose of evaluating a possible Transaction with Owner and who agree to keep that information confidential. Buyer shall be responsible for any breach of this Agreement by any of its Representatives.\n4. Disclaimer of Warranty. Neither Owner nor its Representatives has made or makes any representation or warranty regarding the accuracy or completeness of the Confidential Materials. Buyer agrees that neither Owner nor its Representatives shall have any liability to Buyer or any of its Representatives resulting from Buyer\u2019s use of the Confidential Materials, except as may be expressly set forth in a definitive written agreement, between the parties hereto with respect to a Transaction in accordance with the terms hereof.\n5. Release and Waiver of Warranties and Claims. Except as set forth herein, Buyer expressly acknowledges that the Confidential Materials are being provided solely as a courtesy and without any representation or warranty of any kind. As part of Buyer\u2019s agreement to accept and use the Confidential Materials and Audit as such use is defined herein, and as consideration for the release of the Confidential Materials by Owner, BUYER HEREBY WAIVES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS, CLAIMS, CAUSES OF ACTION OR DEMAND BUYER MIGHT HAVE REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR TYPE, RELATING TO THE CONFIDENTIAL MATERIALS.\n6. Due Diligence. Buyer acknowledges they will be conducting due diligence with regard to the Property and that such due diligence is the sole responsibility of Buyer. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause damage, loss, cost or expense to Owner, the Property or the tenants of the Property and so as to not interfere with or disturb any tenant at the Property, and Buyer will indemnify, protect, defend, and hold Owner and the Property harmless from and against any such breach of this Agreement. Without limitation on the foregoing, in no event shall Buyer contact any tenant of the Property without Owner\u2019s express written consent. Owner shall have the right, at its option, to cause a representative of Owner to be present at all inspections, reviews and examinations conducted hereunder.\n7. Remedies. Buyer acknowledges that if this Agreement is breached, Owner could not be made whole by monetary damages. Accordingly, Owner, in addition to any other remedy to which it may be entitled by law or in equity, shall be entitled to an injunction to prevent breaches of this Agreement, and to an order compelling specific performance of this Agreement. Buyer shall reimburse Owner for all costs and expenses, including reasonable attorney\u2019s fees, incurred by Owner if Owner successfully enforces the obligations of Buyer and its Representatives hereunder.\n8. Brokerage Entities. Buyer has been advised that The Kase Group (\u201cTKG\u201d) is acting on behalf of Owner as broker (\u201cBroker\u201d) in connection with the proposed sale of the Property, and Owner has agreed to pay a commission to TKG upon a sale of the Property in accordance with a separate agreement between Owner and TKG. In the event the sale of the Property is consummated and the Buyer represented by a Buyer\u2019s Broker as disclosed herein, TKG shall pay to Buyer\u2019s Broker per a separate agreement out of the commissions received by TKG from Owner. Buyer and Buyer\u2019s Broker agree to indemnify and hold harmless TKG and Owner, their respective affiliates, partners, subsidiaries, reasonable attorney\u2019s fees arising out of any claim or claims by any broker, finder or similar agent (including but not limited to Broker) for commissions, fees or other compensation for bringing about any sale of the Property. Buyer shall be responsible for their broker\u2019s confidentiality in regards to the Confidential Materials.\n9. Miscellaneous\na) Assignment; Binding Effect. All of the covenants, conditions and obligations contained in this Agreement shall be binding upon and inure to the benefit of the respective successors, permitted assigns and designees of Owner, and the successors of Buyer. Buyer may not assign this Agreement.\nb) Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby, and every provision of this Agreement shall remain in full force and effect and enforceable to the fullest extent permitted by law.\nc) Survival. Except as otherwise provided in this Agreement, Owner and Buyer agree that the covenants, warranties and representations contained herein shall survive the completion of the services and the termination of this Agreement.\nd) Waiver. Neither party\u2019s waiver of the other\u2019s breach of any term, covenant or condition contained in this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition in this Agreement.\ne) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.\nf) Entire Agreement: Modification. This Agreement constitutes the entire agreement of the parties concerning its subject matter. There are no promises or other agreements, oral or written, express or implied, between them other than as set forth in this Agreement concerning the subject matter of this Agreement. No change or modification of, or waiver under, this Agreement shall be valid unless it is in writing and signed by duly authorized representatives of Owner and Buyer.\nIN WITNESS WHEREOF the Buyer has caused this Agreement to be duly executed as of the date set forth above.\nBUYER\n_______________________ _______________________\nSigned Company\n_______________________ _______________________\nName Address\n_______________________ _______________________\nDate City State Zip\n_______________________ _______________________\nPhone Email\nBROKER\n_______________________ _______________________\nSigned Company\n_______________________ _______________________\nName Address\n_______________________ _______________________\nDate City State Zip\n_______________________ _______________________\nPhone Email\n3288 Steiner Street, Suite 201, San Francisco, CA 94123\n", "spans": [ [ 0, 43 ], [ 43, 52 ], [ 53, 120 ], [ 121, 253 ], [ 253, 344 ], [ 345, 375 ], [ 375, 753 ], [ 753, 1028 ], [ 1029, 1054 ], [ 1054, 1117 ], [ 1117, 1223 ], [ 1223, 1388 ], [ 1388, 1465 ], [ 1465, 1521 ], [ 1522, 1567 ], [ 1567, 1706 ], [ 1706, 1870 ], [ 1870, 2011 ], [ 2011, 2267 ], [ 2267, 2357 ], [ 2358, 2385 ], [ 2385, 2542 ], [ 2542, 2885 ], [ 2886, 2934 ], [ 2934, 3119 ], [ 3119, 3535 ], [ 3536, 3554 ], [ 3554, 3704 ], [ 3704, 4114 ], [ 4114, 4251 ], [ 4251, 4408 ], [ 4409, 4422 ], [ 4422, 4528 ], [ 4528, 4770 ], [ 4770, 4792 ], [ 4792, 4972 ], [ 4973, 4996 ], [ 4996, 5290 ], [ 5290, 5518 ], [ 5518, 5876 ], [ 5876, 5979 ], [ 5980, 5996 ], [ 5997, 6028 ], [ 6028, 6253 ], [ 6253, 6289 ], [ 6290, 6307 ], [ 6307, 6599 ], [ 6600, 6613 ], [ 6613, 6834 ], [ 6835, 6846 ], [ 6846, 7081 ], [ 7082, 7100 ], [ 7100, 7205 ], [ 7206, 7241 ], [ 7241, 7335 ], [ 7335, 7519 ], [ 7519, 7685 ], [ 7686, 7792 ], [ 7793, 7798 ], [ 7799, 7823 ], [ 7823, 7846 ], [ 7847, 7861 ], [ 7862, 7886 ], [ 7886, 7909 ], [ 7910, 7922 ], [ 7923, 7947 ], [ 7947, 7970 ], [ 7971, 7990 ], [ 7991, 8015 ], [ 8015, 8038 ], [ 8039, 8050 ], [ 8051, 8057 ], [ 8058, 8082 ], [ 8082, 8105 ], [ 8106, 8120 ], [ 8121, 8145 ], [ 8145, 8168 ], [ 8169, 8181 ], [ 8182, 8206 ], [ 8206, 8229 ], [ 8230, 8249 ], [ 8250, 8274 ], [ 8274, 8297 ], [ 8298, 8309 ], [ 8310, 8365 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 25 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 48 ] }, "nda-12": { "choice": "Entailment", "spans": [ 9, 11 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 9, 12 ] }, "nda-5": { "choice": "Entailment", "spans": [ 16, 18 ] }, "nda-4": { "choice": "Entailment", "spans": [ 15 ] } } } ], "document_type": "search-pdf", "url": "https://www.thekasegroup.com/wp-content/uploads/2015/10/NDA-Dollar-General-Portfolio.pdf" }, { "id": 202, "file_name": "NDA-Fintricity-Blank.pdf", "text": "NON DISCLOSURE AGREEMENT\nThis MUTUAL NON DISCLOSURE AGREEMENT (\u201cNDA\u201d) is dated .\nBETWEEN:\nFINTRICITY GROUP LIMITED, a company incorporated in England with registered number and having its registered office at 5 Scott Avenue, London SW15 3PA. United Kingdom. (\u201cFintricity\u201d); and\n07795055\n, who resides at\n(\u201cReceiving Party\u201d).\nIN CONSIDERATION of the premises and mutual covenants and obligations contained herein IT IS HEREBY AGREED as follows:\u2010\n1 For the purposes of this Agreement:\u2010\n(a) \"Fintricity\" means Fintricity and Fintricity Affiliates.\n(b) \"FINTRICITY Affiliate\" means any entity, whether incorporated or not, over which FINTRICITY has Control.\n(c) \u201cCompany Affiliate\u201d means any entity, whether incorporated or not, over which the Company has Control.\n(d) \"Control\" (or variants of it) means the ability whether directly or indirectly to direct the affairs of another by means of ownership, contract or otherwise.\n(e) \"Confidential Information\" shall mean all information of the disclosing party, whether commercial, financial, technical or otherwise, disclosed to the recipient in connection with the Business Purpose specified in the Schedule hereto (\"the Business Purpose\") (whether disclosed orally, in documentary form, by demonstration or otherwise) which is contained in any form whatsoever (including without limitation data, drawings, films, documents and computer readable media) and which is marked or otherwise designated to show expressly or by necessary implication that it is confidential or proprietary to the disclosing party.\n(f) \"Disclosing Party\" means the party furnishing Confidential Information, which in the case of FINTRICITY, includes any member of the FINTRICITY Group and \"the recipient\" means the party receiving it in the particular case.\n(f) \"Receiving Party\" means the party receiving Confidential Information, including any individual or individuals and \"the recipient\" means the party receiving it in the particular case.\n2 In connection with the Business Purpose it will be necessary for each party, either itself or through a third party acting as agent for it, to disclose to the other party Confidential Information of the disclosing party, which may be communicated orally, in document form, by demonstration or otherwise.\n3 Each party undertakes in respect of Confidential Information for which it is the recipient:\u2010\n(a) to treat such Confidential Information disclosed by the disclosing party as confidential;\n(b) not without the disclosing party's prior written consent in each case to communicate or disclose any part of such Confidential Information to any person except:\u2010\n(i) only to those personnel of the recipient on a need to know basis who are concerned with the Business Purpose;\n(ii) the recipient's auditors and professional advisers and any other persons or bodies having a legal right or duty to have access to or knowledge of the Confidential Information in connection with the business of the recipient;\n(iii) where the recipient is ordered by a court of competent jurisdiction to do so or there is a statutory obligation to do so except that the recipient shall use all reasonable endeavours to first inform the disclosing party in writing before any disclosure under such order or obligation is made; and\n(iv) to third parties engaged by the recipient who are concerned with the Business Purpose and who have been expressly authorised in writing by the disclosing party to receive the Confidential Information prior to disclosure.\n(c) to ensure that all persons and bodies mentioned in paragraph (b) above are made aware, prior to the disclosure of such Confidential Information, of the confidential nature thereof, that they owe a duty of confidence to the disclosing party and agree to hold such Confidential Information in confidence in accordance with the terms of this Agreement; and to use its reasonable endeavours to ensure that such persons and bodies comply with such obligations;\n(d) not to use or circulate such Confidential Information within its own organisation except solely to the extent necessary for the purposes of the Business Purpose or any other purpose the disclosing party may hereafter expressly authorise in writing;\n(e) to use all reasonable endeavours to effect and maintain adequate security measures to safeguard such Confidential Information from unauthorised access, use and misappropriation;\n(f) to procure at the request of the disclosing party for any of those persons and bodies referred to in paragraph (b) (ii) and (iv) to sign a separate confidentiality undertaking with the recipient in such form as the disclosing party may reasonably require prior to giving access to such Confidential Information.\n4 The obligations of confidentiality in Clause 3 above shall not apply:\u2010\n(a) to any portion of Confidential Information where the recipient can demonstrate that the Confidential Information concerned:\u2010\n(i) is or has become publicly known through no fault of the recipient, its employees, agents and sub\u2010contractors; or\n(ii) is lawfully received from an independent third party without any restriction and without any obligation of confidentiality; or\n(iii) is already known to the recipient with no obligation of confidentiality at the date it was disclosed by or obtained from the disclosing party; or\n(iv) is disclosed without restriction by the disclosing party to any third party.\n(b) to any development made by the recipient which is independently developed by the recipient without access to or use of the disclosing party's Confidential Information.\n5 All material containing Confidential Information furnished by or obtained from the disclosing party, including without limitation, magnetic tapes, documents, manuals, specifications, flowcharts, program listings and data file printouts, engineering drawings, architects plans, planning documents, (\"the Materials\"), shall be and remain the property of the disclosing party and shall not be reproduced in whole or part without the disclosing party's express written consent. Any copies of the Materials shall become the disclosing party's property and shall contain such copyright and other proprietary rights notice or legend as appears on the original copy.\n6 Each party may disclose Confidential Information received from the other party to other members of the recipient's company for use only in connection with the Business Purpose and each party shall be responsible for observance of the provisions of this Agreement by such other members of its respective group.\n7 Nothing contained in this Agreement shall be construed as granting to or conferring on the recipient any rights by license or otherwise, expressly or impliedly, for any invention, discovery or improvement made, conceived or acquired prior to or after the date of this Agreement relating to the Confidential Information of the disclosing party.\n8 The parties agree that the provision of Confidential Information hereunder and any discussions held in connection with the Business Purpose shall not prevent either party from pursuing similar or other discussions with third parties provided that no breach of this Agreement is so occasioned or oblige that party to take, continue or forego any action relating to the Business Purpose. Any estimates, forecasts or similar material provided by either party to the other shall not constitute any commitments.\n9 Upon the completion or termination of the Business Purpose, each recipient shall promptly deliver up to the disclosing party all Materials supplied by the disclosing party incorporating any Confidential Information of that party and all copies thereof and destroy or erase any Confidential Information contained in any materials and documentation prepared by or on behalf of the recipient or recorded in any memory device. Within fourteen (14) days of such request or completion of the Business Purpose the recipient shall certify in writing to the disclosing party that it has fully complied with its obligations under this Clause. Notwithstanding the foregoing each recipient may retain one copy of all Materials containing Confidential Information of the disclosing party received or made in connection with this Agreement for archival purposes only, subject always to strict compliance with the obligations of Clauses 3 and 5.\n10 The initial contact persons and/or the Disclosing Party to the Receiving Party shall be respected and honoured at all times and no attempt or hint of circumvention will be permitted by either of the parties, their respective offices, agents employees, assignees, guarantors or other associated party that comes to light at a latter stage.\n11 It is agreed that any overt or covert action of circumvention prescribed by this agreement shall constitute a fraudulent act against the other party and will be subject to judicial action, recompense for damages, possible punitive damages and injunctive relieve as imposed by the legal process.\n12 Each party agrees not to circumvent this agreement through the use of subterfuge involving the use of third parties. It is further understood that where any party contravenes the integrity of this non\u2010circumvention provision, the contravening party shall:\na. indemnify fully and pay over all commissions, fees or monies obtained by the contravening party, directly or indirectly, to the party, directly or indirectly, to the party that was violated, and\nb. indemnify and to be liable for all legal fees for all parties, which may be incurred in the course of adjudication of said violation, and\nc. be subject to possible punitive action as awarded by the legal process. The signatories agree to keep confidential the identity of any kind and all contacts so provided by any other signatories. Such identity including names, addresses, telephones, telefax numbers, telex numbers or any other means, is the property of the introducing signatory and shall not be disclosed other than under the terms thereof.\n13 The Company agrees that, during the term of this agreement and for a period of 48 months thereafter, the Company shall not, whether by itself, its officers, personnel, contractors or agents of the Company or whether by a Company Affiliate or the officers, personnel, contractors or agents of that Company Affiliates, solicit or seek to solicit orders from any customer of Fintricity for services similar to the services which Fintricity provides to that customer without the prior written consent of Fintricity.\n14 Neither party shall make or permit others to make any reference to the subject matter of the Agreement, or the Confidential Information or use the name of the other party in any public announcements, promotional, marketing or sales materials or efforts without the prior written consent of the other party and such consent shall not be unreasonably withheld or delayed.\n15 This Agreement shall become effective as of the date any Confidential Information of a disclosing party is first made available to a recipient party.\n16 Except as stated in Clause 6 herein, nothing in this Agreement is intended to confer any benefit on any third party (whether referred to herein by name, class, description or otherwise) or any right to enforce any term of this Agreement.\n17 The termination of this Agreement or the completion of the Business Purpose for any reason shall not affect the obligations set out in this Agreement.\nThis Agreement shall be governed by and construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English Courts.\nREAD AND AGREED\nOn behalf of the Receiving Party On behalf of Fintricity\n Print Print Name:\nJob Name: Title:\nDate: Title: Date:\nSigned: Signed:\n", "spans": [ [ 0, 24 ], [ 25, 80 ], [ 81, 89 ], [ 90, 242 ], [ 242, 258 ], [ 258, 277 ], [ 278, 286 ], [ 287, 303 ], [ 304, 324 ], [ 325, 444 ], [ 445, 447 ], [ 447, 483 ], [ 484, 544 ], [ 545, 653 ], [ 654, 760 ], [ 761, 922 ], [ 923, 1552 ], [ 1553, 1778 ], [ 1779, 1965 ], [ 1966, 1968 ], [ 1968, 2271 ], [ 2272, 2274 ], [ 2274, 2366 ], [ 2367, 2460 ], [ 2461, 2626 ], [ 2627, 2740 ], [ 2741, 2970 ], [ 2971, 3273 ], [ 3274, 3499 ], [ 3500, 3565 ], [ 3565, 3959 ], [ 3960, 4212 ], [ 4213, 4394 ], [ 4395, 4510 ], [ 4510, 4514 ], [ 4514, 4523 ], [ 4523, 4710 ], [ 4711, 4713 ], [ 4713, 4783 ], [ 4784, 4912 ], [ 4913, 5029 ], [ 5030, 5161 ], [ 5162, 5313 ], [ 5314, 5395 ], [ 5396, 5567 ], [ 5568, 5570 ], [ 5570, 6044 ], [ 6044, 6228 ], [ 6229, 6231 ], [ 6231, 6540 ], [ 6541, 6543 ], [ 6543, 6886 ], [ 6887, 6889 ], [ 6889, 7275 ], [ 7275, 7395 ], [ 7396, 7398 ], [ 7398, 7821 ], [ 7821, 8031 ], [ 8031, 8328 ], [ 8329, 8332 ], [ 8332, 8670 ], [ 8671, 8674 ], [ 8674, 8968 ], [ 8969, 9089 ], [ 9089, 9227 ], [ 9228, 9425 ], [ 9426, 9566 ], [ 9567, 9642 ], [ 9642, 9765 ], [ 9765, 9977 ], [ 9978, 10492 ], [ 10493, 10865 ], [ 10866, 10869 ], [ 10869, 11018 ], [ 11019, 11259 ], [ 11260, 11263 ], [ 11263, 11413 ], [ 11414, 11576 ], [ 11577, 11592 ], [ 11593, 11649 ], [ 11650, 11651 ], [ 11651, 11668 ], [ 11669, 11685 ], [ 11686, 11704 ], [ 11705, 11720 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 56 ] }, "nda-15": { "choice": "Entailment", "spans": [ 46, 51 ] }, "nda-10": { "choice": "Entailment", "spans": [ 63, 71 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 16 ] }, "nda-1": { "choice": "Entailment", "spans": [ 16 ] }, "nda-19": { "choice": "Entailment", "spans": [ 76 ] }, "nda-12": { "choice": "Entailment", "spans": [ 38, 44 ] }, "nda-20": { "choice": "Entailment", "spans": [ 58 ] }, "nda-3": { "choice": "Entailment", "spans": [ 16, 20 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 22, 24, 26 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 46 ] }, "nda-8": { "choice": "Entailment", "spans": [ 22, 24, 27 ] }, "nda-13": { "choice": "Entailment", "spans": [ 38, 39, 41 ] }, "nda-5": { "choice": "Entailment", "spans": [ 22, 24, 25, 49 ] }, "nda-4": { "choice": "Entailment", "spans": [ 49 ] } } } ], "document_type": "search-pdf", "url": "http://www.fintricity.com/wp-content/uploads/2017/02/NDA-Fintricity-Blank.pdf" }, { "id": 203, "file_name": "NDA-Instructions-Agreement-Attachment.pdf", "text": "SECTION 01 35 70/AT1 \u2013 NON-DISCLOSURE AGREEMENT FOR BIDDERS AND CONTRACTORS & INSTRUCTIONS\nContract Documents and reference documents for the Bus Storage Project may contain protected information pertaining to sensitive, financial, commercial, or proprietary business information and/or the security of the Project. Such protected information is classified as Confidential Information, Sensitive Security Information (SSI), or Protected Critical Infrastructure Information (PCII). Bidders and Trade Subcontractors shall follow the procedures for the safeguarding of protected information specified in Section 01 35 70, Document Control Procedure for Protected Information.\nBid Plans and Specifications and reference documents (collectively, \u201cproject documents\u201d) may be obtained as follows:\n1. Project documents that do not contain any SSI are available for viewing and purchase from ARC Northern California via its online planroom. ARC\u2019s online planroom can be accessed from the contract page of the TJPA\u2019s website at www.transbaycenter.org.\n2. Project documents containing SSI are available to Bidders for viewing, downloading, and printing at the TJPA\u2019s secure website after the Bidder has submitted a signed Non-Disclosure Agreement (NDA) and list of Designated Individuals to the TJPA. The TJPA\u2019s NDA and a template for the Designated Individuals list may be downloaded from the relevant contract page of the TJPA\u2019s website at www.transbaycenter.org, and the completed forms uploaded using the \u201cupload\u201d button on the same page. A unique login will be provided to each Designated Individual granted access to the TJPA\u2019s secure website. Refer to the attachment to this Section 01 35 70/AT1 for a list of Plans and Specifications containing SSI.\n3. Bidders may purchase printed sets of Bid Plans and Specifications from ARC Northern California\u2019s planroom.\nIn accordance with Section 01 35 70, Document Control Procedure for Protected Information, Bidder shall not provide documents containing SSI to unauthorized individuals, planrooms, or printers. Planrooms and printers other than ARC Northern California must be authorized by the TJPA to print SSI. Bidders are obligated to ensure that they have obtained and/or reviewed all documents necessary to prepare and submit a complete bid.\nEND OF SECTION 01 35 70/AT1\nSPECIFICATION ISSUE LOG\nRevision Date\nA October 31, 2016\n01 35 70/ATI \u2013 NON-DISCLOSURE AGREEMENTFOR BIDDERS AND CONTRACTORS\nI, _______________________________, the Designated Individual by and for ___________________ (\u201cContractor\u201d), intending to be legally bound, hereby consent to the terms in this Non-Disclosure Agreement for Bidders and Contractors (the \u201cAgreement\u201d) in consideration of my being granted conditional access to certain Confidential Information, Sensitive Security Information (\u201cSSI\u201d), and Protected Critical Infrastructure Information (\u201cPCII\u201d), as defined below, that may be owned by, produced by or for, or in the possession of the Transbay Joint Powers Authority (\u201cTJPA\u201d) relating to the Bus Storage Project (the \u201cProject\u201d). The classification of information as Confidential Information, SSI, and/or PCII is made by the TJPA and/or the United States Department of Transportation and the United States Department of Homeland Security (Transportation Security Administration).\nThe TJPA recognizes the need to share certain Confidential Information, SSI, and/or PCII with the Designated Individual and Contractor to allow them to prepare and submit a bid for a portion of the work at the Project and/or perform a portion of the work at the Project. The Designated Individual and Contractor acknowledge that in order for them to perform their duties and/or obligations with regard to preparing and submitting a bid or performing their work at the Project, they may require access to certain Confidential Information, SSI, and/or PCII, and that the TJPA, by granting the Designated Individual access to such information, has placed a special confidence and trust in him/her to ensure that such information is not subject to unauthorized disclosure and use. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Designated Individual, for himself/herself and on behalf of the Contractor, agrees as follows:\n1. Applicable Definitions.\na. Confidential Information. As used herein, the term \u201cConfidential Information\u201d includes (1) information that contains sensitive financial, commercial, or other proprietary business information concerning or relating to the TJPA or the Project; (2) information that contains sensitive financial, commercial, or other proprietary business information received from third parties under Non-Disclosure and/or Confidentiality Agreements; or (3) information that the TJPA has determined, in its sole discretion, to constitute confidential, privileged, sensitive, or proprietary information concerning the Project\u2019s security, operations, or facilities.\n b. Sensitive Security Information or SSI. As used herein, the terms \u201cSensitive Security Information\u201d or \u201cSSI\u201d includes information about security, operations, facilities or other assets or capital projects whose disclosure would be detrimental to the security of TJPA\u2019s employees or patrons, or would invade an individual\u2019s privacy, or reveal trade secrets or privileged or confidential information.\nc. Protected Critical Infrastructure Information or PCII. As used herein, the terms \u201cProtected Critical\nInfrastructure Information\u201d or \u201cPCII\u201d includes information that is not customarily in the public domain and relates to the security of critical infrastructure or protected systems and includes information regarding systems, facilities, or operational security, or that is proprietary, business sensitive, or which might be used to identify a person who submits such information to a federal agency, such as the Department of Homeland Security.\nd. Specification. As used herein, the term \u201cSpecification\u201d refers to the Specification set forth in Section 01 35 70, entitled \u201cDocument Control Procedure For Protected Information\u201d (\u201cTJPA\u2019s Document Control Procedure\u201d).\n2. Non-Disclosure Of Confidential Information, SSI, Or PCII.\nConfidential Information, SSI, and PCII shall be held and treated in the strictest confidence in a manner designed to prevent the unauthorized disclosure to third parties. Confidential Information, SSI, and PCII may appear in records in written or electronic form, including but not limited to, drawings, photographs, schematics, plans, memorandums, reports, emails, videos, tape recordings, and Powerpoint presentations. Confidential Information, SSI, and/or PCII shall not be disclosed to third parties without the express written permission of the Executive Director of the TJPA or her designee; and if such permission is granted, then said information will be provided only upon the execution of a Non-Disclosure Agreement by that third party.\nIf at any time Confidential Information, SSI, or PCII is disclosed in violation of this Agreement, including but not limited to any loss, theft, misuse, misplacement, unauthorized disclosure, or other security violation that the Designated Individual has knowledge of (whether or not he/she is personally involved), the Designated Individual shall immediately give the TJPA written notice of that fact and a detailed account of the circumstances regarding such disclosure. The Designated Individual\u2019s anonymity shall be kept to the extent possible when reporting security violations.\n3. Use and Handling of Information.\nConfidential Information, SSI, or PCII so marked shall be used solely for the purpose of preparing and submitting a bid for a portion of the work at the Project and/or performing work at the Project, and shall not be used for any other purpose without the express written consent by the Executive Director of the TJPA or her designee.\nConfidential Information, SSI, and PCII shall be handled and safeguarded by the Designated Individual in a manner that affords sufficient protection to prevent the unauthorized disclosure of or access to such information, consistent with the laws, regulations, or directives applicable to the specific categories of information.\nThe Designated Individual shall not alter or remove the protective markings of \u201cConfidential Information,\u201d \u201cSensitive Security Information,\u201d or \u201cProtected Critical Infrastructure Information,\u201d which may appear on documents that the Designated Individual reviews. Confidential Information, SSI, or PCII may be used for the sole purpose of preparing and submitting a bid for a portion of the work at the Project and/or performing work at the Project. If the Designated Individual must use Confidential Information, SSI, or PCII to create derivative documents for the purpose of preparing and submitting a bid for a portion of the work and/or performing work at the Project, the appropriate protective marking shall be carried forward to the derivative documents. All derivative documents shall be protected in the same manner as the original documents.\n4. Representations And Warranties.\nThe Designated Individual represents and warrants that he/she has reviewed, understands, and is familiar with the TJPA\u2019s Document Control Procedure, the Contractor\u2019s Document Control Procedure, and the standards for protecting Confidential Information, SSI, and PCII as set forth in the TJPA\u2019s Document Control Procedure and as set forth in the relevant laws, regulations, and/or directives applicable to the specific categories of information to which the Designated Individual may be granted access.\nThe Designated Individual further represents and warrants that he/she understands that the TJPA may conduct inspections, at any time or place, for the purpose of ensuring compliance with the conditions for access, dissemination, handling, and safeguarding information under this Agreement.\nThe Designated Individual further represents and warrants that he/she is an employee, officer, director, agent, representative, subcontractor, or consultant that has been designated by the Contractor as a person with a need to know the Confidential Information, SSI, or PCII to prepare and submit a bid for a portion of the work and/or perform work at the Project, and is fully authorized to enter into this Agreement by the Contractor.\n5. Requests For Disclosure By Third Parties.\nIf a subpoena, discovery request, Court order, Freedom Of Information Act Request, or any other request or demand authorized by law seeking disclosure of the Confidential Information, SSI, or PCII is received by the Designated Individual, individually or on behalf of the Contractor, the Designated Individual shall immediately notify the TJPA thereof in order to permit the TJPA to investigate the circumstances, prepare any appropriate documentation, seek to quash the subpoena, to seek a protective order, or to take such other action regarding the request as it deems appropriate; and the undersigned will fully cooperate in the TJPA\u2019s efforts in this regard. The Designated Individual, the Contractor, and its respective counsel will use their best efforts to obtain confidential treatment thereof by cooperating with the TJPA to obtain a protective order. In the absence of a protective order, disclosure shall be made of only that part of the Confidential Information, SSI, or PCII as is required to be disclosed, after advisement and consultation with the TJPA. If Confidential Information, SSI, or PCII is inappropriately disclosed, the undersigned will immediately report that fact and the circumstances to the TJPA.\n6. Retention Limitations; Return Of Information.\nUpon the earlier occurrence of: (1) the TJPA\u2019s written request; (2) ten (10) business days after Final Completion of the Project (or for non-successful Bidders, within ten (10) business days after the award of the Trade Work subcontract); (3) upon the conclusion of the Designated Individual\u2019s duties, association, or support to the Contractor in connection with the Project; or (4) upon the determination that the Designated Individual\u2019s official duties do not require further access to Confidential Information, SSI, or PCII, any and all documents containing Confidential Information, SSI, or PCII in the possession of the Designated Individual shall be promptly destroyed, or, if requested by the TJPA, returned to the TJPA.\nUpon returning or destroying the aforementioned documents, the Designated Individual shall sign the Affidavit of Return or Destruction in the form set forth in Section 01 35 70/AT2. The Designated Individual understands and acknowledges that for documents returned to the TJPA, it is within the TJPA\u2019s sole discretion to determine whether to destroy or maintain any returned documents.\nNotwithstanding the foregoing, if required by law, the Designated Individual may retain documents containing Confidential Information, SSI, or PCII only if: (1) the TJPA is notified in writing of such retention; and (2) the Designated Individual continues to abide by the requirements of this Agreement with respect to protection of Confidential Information, SSI, or PCII.\n7. Violations And Remedies.\nUnauthorized Disclosure: If a Contractor or any Designated Individual knows or has a reasonable belief that documents subject to the Specification have been or may be disclosed to an unauthorized person(s), the Contractor and/or Designated Individual shall immediately notify the TJPA. The TJPA shall make the final determination as to whether a violation of the Specification occurred and the course of action to address the violation.\nRemedies: Any Contractor or Designated Individual that violates the Specification with respect to Confidential Information, SSI and/or PCII shall, at the TJPA\u2019s election, be subject to any of the following: (1) written reprimand of the Contractor and/or Designated Individual; (2) termination of the Contractor or Designated Individual\u2019s access to Confidential Information, SSI, or PCII; (3) directive to the Contractor to immediately suspended the Designated Individual from performing any further work relating to the Project; (4) if a contract has been awarded, treatment of the unauthorized disclosure of Confidential Information, SSI, or PCII as a material breach of the contract, warranting the termination of the contract for cause; (5) commencement of legal proceedings for any other legal rights and remedies, including injunctive relief and monetary damages arising from the breach of contract; (6) reporting of any violation related to SSI or PCII to the Department of Homeland Security, the Transportation Security Administration, or the Department of Transportation (these agencies may also independently assess penalties and/or take corrective action as provided under Federal law, including 49 C.F.R. \u00a7\u00a7 15.17 and 1520.17); (7) disqualification of a Contractor from bidding on any work for the Project; and/or (8) written directive to retrieve all Confidential Information, SSI, and/or PCII disclosed to unauthorized persons at Contractor\u2019s expense and to cease future unauthorized disclosure. If legal proceedings to enforce any remedy set forth under this paragraph are commenced by the TJPA, the prevailing party in such legal action shall be entitled to reasonable attorney\u2019s fees and costs. Furthermore, Contractor agrees to indemnify the TJPA for any expenses or damages (including attorney\u2019s fees or costs) incurred by the TJPA arising out of or relating to the Contractor and/or Designated Individual\u2019s unauthorized disclosure of Confidential Information, SSI, and/or PCII.\n8. Duration And Survival Of Confidentiality Obligations.\nThe obligations under this Agreement shall be perpetual (unless otherwise provided for herein) or until such time as the information is no longer considered Confidential Information, SSI, or PCII and a written notice to that fact is provided to the Designated Individual and/or the Contractor by the Executive Director of the TJPA.\n9. Severability.\nEach provision of this Agreement is severable and, if a court should find any provision of this Agreement to be unenforceable, all other provisions of this Agreement shall remain in full force and effect.\n10. Governing Law.\nThis Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws principles. The Designated Individual specifically and irrevocably consents to the exclusive jurisdiction of any Federal or State court in the County of San Francisco and State of California with respect to all matters concerning this Agreement and its enforcement.\n11. Modification.\nThis Agreement may not be changed, modified, discharged, or terminated, except by an instrument in writing signed by the Executive Director of the TJPA or her designee.\nACCEPTED AND AGREED:\nI declare under penalty of perjury under the laws of the United States that I have read, understood, and will comply, in full, with the obligations set forth under this Non-Disclosure Agreement for Bidders and Contractors.\nDESIGNATED INDIVIDUAL\nNAME: (typed/printed) ________________________________ CONTRACTOR: ________________________\n(EMPLOYER)\nSIGNATURE _______________________________________ EMAIL: _______________________________\nTITLE: ____________________________________________ DATE: ________________________________\nACKNOWLEDGED:\nThe Designated Individual above is an employee, officer, director, agent, representative, subcontractor, or consultant that has been designated by the Contractor as a Designated Individual of the Contractor and is duly authorized to execute this Agreement. I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.\nCONTRACTOR\nNAME: (typed/printed) ________________________________ SIGNATURE __________________________\nTITLE: ____________________________________________ DATE: ________________________________\nADDRESS: _________________________________________ BUSINESS LICENSE # __________________\nPHONE: ___________________________________________ CONTRACTOR\u2019S\nLICENSE # ____________________________\nEMAIL: ___________________________________________\nWITNESSED:\nI declare under penalty of perjury under the laws of the United States that the Designated Individual identified above is personally known to me and the information concerning said Designated Individual as set forth above is true and correct.\nWITNESS\nNAME: (typed/printed) __________________________________\nSIGNATURE _________________________________________\nDATE\nSPECIFICATION ISSUE LOG\nRevision Date\nA October 31, 2016\nSECTION 01 35 70/AT1b \u2013 NON DISCLOSURE AGREEMENT ATTACHMENT\nPlans and Specifications for the Transit Center Project may contain information designated as Sensitive Security Information (SSI). Such Plans and Specifications are available to Bidders who have completed the TJPA\u2019s Non-Disclosure Agreement. This attachment identifies the Plans and Specifications for the Bus Storage project containing SSI.\nSection/Plan Title\nSE-0000 Security & Fire Alarm Index \u2013 Bus Storage Project \u2013 SSI\nSE-0001 Security & Fire Alarm General Notes \u2013 Bus Storage Project \u2013 SSI\nSE-0002 Security & Fire Alarm Legend \u2013 Bus Storage Project \u2013 SSI\nSE-0003 Security & Fire Alarm Abbreviations \u2013 Bus Storage Project \u2013 SSI\nSE-2003 Security & Fire Alarm Enlarged Site Plan - South \u2013 Bus Storage Project \u2013 SSI\nSE-2004 Security & Fire Alarm Enlarged Plan - North \u2013 Bus Storage Project \u2013 SSI\nSE-2005 Security & Fire Alarm Enlarged Plans \u2013 Bus Storage Project \u2013 SSI\nSE-5001 Fire Alarm Details & Single Line Diagram \u2013 Bus Storage Project \u2013 SSI\nSE-5002 Security Details \u2013 Bus Storage Project \u2013 SSI\nSE-5003 CCTV Details \u2013 Bus Storage Project \u2013 SSI\nSE-6001 Security Single Line Diagrams \u2013 Bus Storage Project \u2013 SSI\nTE-1000 Telecommunications Site Plan Overall \u2013 Bus Storage Project \u2013 SSI\nTE-5001 Telecommunications Pull Box Details \u2013 Bus Storage Project \u2013 SSI\nTE-5002 Telecommunications Single Line Diagram \u2013 Bus Storage Project \u2013 SSI\n13 34 23 26 Guard Booth \u2013 SSI\nEND OF SECTION\nSPECIFICATION ISSUE LOG\nRevision Date\nA October 31, 2016\n", "spans": [ [ 0, 90 ], [ 91, 316 ], [ 316, 481 ], [ 481, 672 ], [ 673, 789 ], [ 790, 932 ], [ 932, 1041 ], [ 1042, 1290 ], [ 1290, 1532 ], [ 1532, 1639 ], [ 1639, 1746 ], [ 1747, 1856 ], [ 1857, 2051 ], [ 2051, 2154 ], [ 2154, 2287 ], [ 2288, 2315 ], [ 2316, 2339 ], [ 2340, 2353 ], [ 2354, 2372 ], [ 2373, 2439 ], [ 2440, 2443 ], [ 2443, 3062 ], [ 3062, 3311 ], [ 3312, 3583 ], [ 3583, 4089 ], [ 4089, 4280 ], [ 4281, 4307 ], [ 4308, 4337 ], [ 4337, 4398 ], [ 4398, 4554 ], [ 4554, 4746 ], [ 4746, 4955 ], [ 4956, 4957 ], [ 4957, 4999 ], [ 4999, 5356 ], [ 5357, 5415 ], [ 5415, 5460 ], [ 5461, 5904 ], [ 5905, 5923 ], [ 5923, 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"NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 58 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 47, 50 ] } } } ], "document_type": "search-pdf", "url": "http://tjpa.org/uploads/2017/01/NDA-Instructions-Agreement-Attachment.pdf" }, { "id": 204, "file_name": "NDA-M5-Systems.pdf", "text": "NON-DISCLOSURE AGREEMENT (NDA)\nTHIS AGREEMENT is made on __________ by and between _________________________________, (\"Discloser\") and M5 Computer Security (\"Recipient\").\n1. Purpose. The Discloser has agreed to make available to the Recipient certain Confidential Information (as defined below) of the Discloser for the purpose of performing an Information Security Assessment of the Discloser. Additionally, while performing Penetration Testing activities, the Recipient may discover Confidential Information about the Discloser.\n2. Definition. \"Confidential Information\" means any information, technical data, or know-how, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing or finances, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Confidential Information does not include information, technical data or know-how which: (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party's files and records immediately prior to the time of disclosure; (ii) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party; or (iii) is approved for release by the Discloser in writing.\n3. Non-Disclosure of Confidential Information. The Recipient agrees not to use the Confidential Information for any purpose other than that set forth in Section 1 of this Agreement. The Recipient will not disclose any Confidential Information to third parties except those directors, officers, employees, consultants and agents of Recipient who are required to have the information in order to carry out the purpose set forth in Section 1 of this Agreement. Recipient has had or will have directors, officers, employees, consultants and agents of Recipient to whom Confidential Information is disclosed or who have access to Confidential Information sign a Non-Disclosure Agreement in content substantially similar to this Agreement and will promptly notify the Discloser in writing of the names of each such person who has signed such agreements after such agreements are signed. Recipient agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures shall include the highest degree of care that Recipient utilizes to protect its own Confidential Information of a similar nature. Recipient agrees to notify the Discloser in writing of any misuse or misappropriation of such Confidential Information which may come to its attention.\n4. Mandatory Disclosure. In the event that the Recipient or its directors, officers, employees, consultants or agents are requested or required by legal process to disclose any of the Confidential Information, the Recipient shall give prompt notice so that the Discloser may seek a protective order or other appropriate relief. In the event that such protective order is not obtained, the Recipient shall disclose only that portion of the Confidential Information which its counsel advises that it is legally required to disclose.\n5. Return of Materials. Any materials or documents of which have been furnished by the Discloser to the Recipient will be promptly returned, accompanied by copies of such documentation, after the evaluation set forth in Section 1 of this Agreement has been concluded.\n6. No License Granted. Nothing in this Agreement is intended to grant any rights to Recipient under any patent, copyright, trade secret or other intellectual property right nor shall this Agreement grant Recipient any rights in or to the other party's Confidential Information, except the limited right to review such Confidential Information solely for the purpose set forth in Section 1 of this Agreement.\n7. Term. The foregoing commitments shall survive any termination of discussions between the parties, and shall continue for a period of three (3) years following the date of this Agreement.\n8. Miscellaneous. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns, provided that Confidential Information may not be assigned without the prior written consent of the Discloser. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.\n9. Governing Law and Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, and shall be binding upon the parties hereto in The United States of America and worldwide. The federal and state courts within the State of California shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.\n10. Remedies. Recipient agrees that its obligations hereunder are necessary and reasonable in order to protect the Discloser and its business, and expressly agrees that monetary damages would be inadequate to compensate the Discloser for any breach of any covenants and agreements set forth herein. Accordingly, Recipient agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the Discloser and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Discloser shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.\nDISCLOSER RECIPIENT (M5 Computer Security)\nSigned:_________________________________ Signed:_________________________________\nName: _________________________________ Name: M5 Systems (Michael McCafferty)\nTitle: __________________________________ Title: President / Security Engineer\nDate: ________________ Date: ________________\n", "spans": [ [ 0, 30 ], [ 31, 46 ], [ 46, 83 ], [ 83, 171 ], [ 172, 184 ], [ 184, 396 ], [ 396, 531 ], [ 532, 547 ], [ 547, 1083 ], [ 1083, 1172 ], [ 1172, 1343 ], [ 1343, 1507 ], [ 1507, 1565 ], [ 1566, 1613 ], [ 1613, 1748 ], [ 1748, 2024 ], [ 2024, 2447 ], [ 2447, 2897 ], [ 2897, 3048 ], [ 3049, 3074 ], [ 3074, 3377 ], [ 3377, 3579 ], [ 3580, 3604 ], [ 3604, 3847 ], [ 3848, 3871 ], [ 3871, 4255 ], [ 4256, 4265 ], [ 4265, 4445 ], [ 4446, 4464 ], [ 4464, 4690 ], [ 4690, 4790 ], [ 4791, 4826 ], [ 4826, 5046 ], [ 5046, 5196 ], [ 5197, 5211 ], [ 5211, 5496 ], [ 5496, 5933 ], [ 5934, 6037 ], [ 6038, 6080 ], [ 6081, 6086 ], [ 6086, 6122 ], [ 6122, 6127 ], [ 6127, 6162 ], [ 6163, 6169 ], [ 6169, 6203 ], [ 6203, 6240 ], [ 6241, 6248 ], [ 6248, 6283 ], [ 6283, 6319 ], [ 6320, 6326 ], [ 6326, 6343 ], [ 6343, 6349 ], [ 6349, 6365 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 23 ] }, "nda-15": { "choice": "Entailment", "spans": [ 25 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 8 ] }, "nda-1": { "choice": "Entailment", "spans": [ 8 ] }, "nda-19": { "choice": "Entailment", "spans": [ 27 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 23 ] }, "nda-3": { "choice": "Entailment", "spans": [ 8 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 15 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 20 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 15 ] }, "nda-4": { "choice": "Entailment", "spans": [ 14 ] } } } ], "document_type": "search-pdf", "url": "http://www.m5computersecurity.com/partners/NDA-M5-Systems.pdf" }, { "id": 206, "file_name": "NDA-ONSemi_IndustryAnalystConf-2011.pdf", "text": " Confidentiality and Non-Disclosure Agreement\nThis Confidentiality and Non-Disclosure Agreement (\"Agreement\") is made and entered into as of ______________, 2011, by and between Semiconductor Components Industries, LLC, a Delaware limited liability company and its subsidiaries and affiliates, with offices located at 5005 E. McDowell Road, Phoenix, Arizona (dba \u201cON Semiconductor\u201d) and _____________________________________________________________________, an _____________________________ ____________________________________________________________________ company with offices located at _______ _________________________________________________. Either party may receive or disclose Confidential Information under this Agreement. The party disclosing Confidential Information shall be considered the \"Discloser.\" The party receiving Confidential Information shall be considered the \"Recipient.\"\nIn consideration of the mutual promises and covenants contained in this Agreement, and to assure the protection and preservation of the proprietary and/or confidential nature of the information to be disclosed or made available to each other, the parties hereto agree as follows:\n1. Definition. \u201cConfidential Information\u201d means any non-public information, whether in tangible, machine readable, oral, visual or electronic form, disclosed by either of the parties to the other, which the Discloser identifies at the time of disclosure as confidential and/or proprietary by means of a verbal notice legend, marking, stamp or other notice conspicuously designating the information to be confidential and/or proprietary. Confidential Information includes, without limitation, any specification, layout, design, drawing, formula, technique, algorithm, know-how, sample product, test data, information related to engineering, manufacturing, sales, marketing, management or quality control, financial information or other information related to the business operations of the Discloser.\n2. Use of Confidential Information. Confidential Information disclosed during the ON Semiconductor Industry Analyst Conference to be held by invitation only on April 18-20, 2011, in Scottsdale, Arizona, hereunder may only be used for the following purpose: For evaluation and discussion of market trends and data refinement in the areas of ON Semiconductor\u2019s focus market segments. (hereinafter \u201cAuthorized Purpose\u201d).\nEach Discloser represents that it has the right to disclose Confidential Information to the Recipient for the Authorized Purpose(s) stated above.\n3. Use and Protection of Confidential Information. Confidential Information may be exchanged between the parties under this Agreement to the extent necessary to fulfill the Authorized Purpose, and shall not be used for any other purpose. Recipient acknowledges that the Discloser\u2019s Confidential Information is a special, valuable and a unique asset, and agrees that for a period of three (3) years following the receipt of the Confidential Information it shall: (a) not disclose the Confidential Information to any third party without written consent of Discloser, (b) restrict dissemination of Confidential Information to only its employees, contractors, or agents who are directly participating in the Authorized Purpose, who have a need to know the Confidential Information, and who are bound by a duty of confidentiality under terms no less restrictive than contained herein concerning the use of Confidential Information, and (c) use the same degree of care as for its own information of like importance, but at least reasonable care, in preventing disclosure of Confidential Information. Recipient further agrees not to reverse engineer, decompile, disassemble any prototypes, software, hardware or other tangible objects or products provided hereunder which embody the Confidential Information of the Discloser.\n4. Exceptions. This Agreement imposes no obligation upon Recipient with respect to Confidential Information which is:\n(a) is or becomes generally known or publicly available through no act or failure on the part of Recipient, or\n(b) approved in writing by the Discloser for public release or disclosure by the Recipient; or\n(c) disclosed to a third party by Discloser without a duty of confidentiality or is lawfully obtained by Recipient from a third party without a duty of confidentiality or restriction on disclosure, or\n(d) independently known by or independently developed by the Recipient without the use of Confidential Information disclosed by the Discloser; or\n(e) is required to be disclosed pursuant to the order of a court of competent jurisdiction; or otherwise required to be disclosed by law through no act of the Recipient, provided, however, that the Recipient has notified the Discloser upon learning of the possibility that disclosure could be required pursuant to any such law or legal order and has given the Discloser a reasonable opportunity to contest or limit the scope of such required disclosure and has cooperated with the Discloser toward this end.\n5. Term and Termination. This Agreement shall terminate thirty (30) days after the effective date of this Agreement. Termination shall not, however, affect the rights and obligations included herein with respect to Confidential Information disclosed hereunder prior to termination. Upon termination of this Agreement, each party will, upon request of the Discloser, and within a reasonable period of time thereafter, return all Confidential Information received from the Discloser and copies made thereof by the Recipient, or, if acceptable to the Discloser, certify by written memorandum that all such Confidential Information has been destroyed. Each party may retain one archival copy to be used only in resolving a dispute concerning this Agreement.\n6. Rights and Remedies. Each party acknowledges that damages for improper disclosure of Confidential Information may be irreparable; therefore, the injured party is entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies.\n7. No Formal Business Relationship. This Agreement is for the purpose of protecting Confidential Information only and shall not be construed to create any agency, partnership, joint venture or other such relationship between the parties, nor shall the exchange of Confidential Information represent any commitment by the parties to enter into any business relationship. If the parties desire to pursue business opportunities, the parties shall execute a separate written agreement to govern such business relationship.\n8. No Obligation to Disclose or Warranty. Neither party has an obligation to supply Confidential Information hereunder. Confidential Information disclosed hereunder is provided on a \u201cAS IS\u201d basis, without any warranty, whether express, implied or otherwise, regarding its accuracy, usefulness or performance\n9. No Transfer or License of Intellectual Property. Recipient agrees that all Confidential Information received is and will remain the sole property of Discloser. Neither the execution of this Agreement, nor the furnishing of any Confidential Information hereunder shall be construed as a grant by implication, estoppel or otherwise, of a license by either party to the other to make, have made, use or sell any product using Confidential Information or as a license under any patent, patent application, utility model, copyright, maskwork right, or any other intellectual property right.\n10. Assignment. This Agreement and the rights and obligations hereunder may not be transferred or assigned by one party without the prior written approval of the other party hereto.\n11. Export Control Laws and Regulations. Recipient agrees it will not, in any form, export, re-export, resell, ship or divert or cause to be exported, re-exported, re-sold, shipped or diverted, directly or indirectly, any product or technical data furnished hereunder, or the direct product of such technical data, to any country for which the United States Government requires an export license, or other approval, without first obtaining such license or approval.\n12. Applicable Law. The law of the state of New York, U.S.A. except for its choice of laws rules shall govern this Agreement. The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys fees and costs. The Recipient agrees that, in addition to all other remedies, the Discloser shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any breach or threatened breach of the obligations herein.\n13. Binding Effect. This Agreement shall be binding upon each party, its affiliates, respective employees, agents, representatives, successors, and assigns. No change, modification, alteration, or addition to any provision hereof shall be binding unless in writing and signed by authorized representatives of both parties.\n14. Entire Agreement. This Agreement contains the entire understanding between the parties relative to the protection of Confidential Information and supersedes all prior and collateral communications, reports, and understandings between the parties in respect thereto.\nSemiconductor Components Industries LLC Insert Full Company Name\nBy: By:\nName: Name:\nTitle: Corporate Contracts Manager Title:\nDat Date:\n", "spans": [ [ 0, 1 ], [ 1, 45 ], [ 46, 387 ], [ 387, 458 ], [ 458, 461 ], [ 461, 491 ], [ 491, 560 ], [ 560, 592 ], [ 592, 600 ], [ 600, 651 ], [ 651, 735 ], [ 735, 818 ], [ 818, 899 ], [ 900, 1179 ], [ 1180, 1195 ], [ 1195, 1617 ], [ 1617, 1979 ], [ 1980, 2016 ], [ 2016, 2362 ], [ 2362, 2397 ], [ 2398, 2543 ], [ 2544, 2595 ], [ 2595, 2782 ], [ 2782, 3006 ], [ 3006, 3109 ], [ 3109, 3475 ], [ 3475, 3638 ], [ 3638, 3862 ], [ 3863, 3878 ], [ 3878, 3980 ], [ 3981, 4091 ], [ 4092, 4186 ], [ 4187, 4387 ], [ 4388, 4533 ], [ 4534, 5041 ], [ 5042, 5067 ], [ 5067, 5159 ], [ 5159, 5324 ], [ 5324, 5690 ], [ 5690, 5795 ], [ 5796, 5820 ], [ 5820, 6079 ], [ 6080, 6116 ], [ 6116, 6450 ], [ 6450, 6598 ], [ 6599, 6641 ], [ 6641, 6719 ], [ 6719, 6906 ], [ 6907, 6959 ], [ 6959, 7070 ], [ 7070, 7495 ], [ 7496, 7512 ], [ 7512, 7677 ], [ 7678, 7719 ], [ 7719, 8143 ], [ 8144, 8164 ], [ 8164, 8270 ], [ 8270, 8397 ], [ 8397, 8630 ], [ 8631, 8651 ], [ 8651, 8788 ], [ 8788, 8953 ], [ 8954, 8976 ], [ 8976, 9223 ], [ 9224, 9264 ], [ 9264, 9288 ], [ 9289, 9296 ], [ 9297, 9308 ], [ 9309, 9350 ], [ 9351, 9360 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 27 ] }, "nda-16": { "choice": "Entailment", "spans": [ 38 ] }, "nda-15": { "choice": "Entailment", "spans": [ 49, 50 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 16 ] }, "nda-1": { "choice": "Entailment", "spans": [ 15 ] }, "nda-19": { "choice": "Entailment", "spans": [ 37 ] }, "nda-12": { "choice": "Entailment", "spans": [ 29, 33 ] }, "nda-20": { "choice": "Entailment", "spans": [ 39 ] }, "nda-3": { "choice": "Entailment", "spans": [ 15 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 23, 25 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 29, 34 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 23, 25 ] }, "nda-4": { "choice": "Entailment", "spans": [ 18 ] } } } ], "document_type": "search-pdf", "url": "http://www.onsemi.com/site/pdf/NDA-ONSemi_IndustryAnalystConf-2011.pdf" }, { "id": 207, "file_name": "NDA-Prasad.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis Agreement is made and entered by and between Venkata Guruprasad (\u201cPrasad\u201d), an individual residing at 1506 Village Drive, Brewster, New York 10509, USA (\u201cDisclosor\u201d),\nand\n________________________________________________________________________\n( ) an individual residing at\n( ) a corporation having a business address at\n________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ (\u201cRecipient\u201d).\nW I T N E S S E T H\nWHEREAS, Disclosor and Recipient are interested in discussing a possible business arrangement related to certain technological developments and products of Disclosor including, without limitation, _____________________________________________________________________ (hereinafter, the \"Discussion\");\nWHEREAS, in connection with the Discussion, it will be necessary for Disclosor to disclose substantial proprietary business, marketing, technical and/or trade secret information to Recipient in confidence;\nWHEREAS, certain portions of the technical, marketing and business information which are to be disclosed may be of a confidential and/or proprietary character and include trade secrets of the Disclosor (hereinafter \"Confidential Information\"), it is necessary to restrict the Recipient's use of the Confidential Information.\nNOW THEREFORE, in consideration of the disclosure of Confidential Information hereunder, the parties to this Agreement agree that the use and disclosure of the Confidential Information shall be governed by the following terms and conditions:\n1. This Agreement shall come into force on the date both parties have executed this Agreement. All disclosures contemplated hereunder shall be completed within six (6) months from the date of the last party to execute this Agreement. This Agreement shall remain in effect for a period of five (5) years from the date of the last disclosure hereunder.\n2. As used herein, the term \"Confidential Information\" shall be deemed to include any technical, marketing, business and trade secret information disclosed by the Disclosor, but excludes such information which:\n(a) is presently in Recipient's possession, provided that: (i) such information has not been obtained from the Disclosor; (ii) that such possession can be demonstrated by the Recipient's written records and (iii) that Recipient so informs Disclosor in writing within 30 days from receipt of such Confidential Information;\n(b) is, or becomes, generally available to the public through, for example, such sources as patents or other generally circulated publications, and such availability to the public does not result from any fault of the Recipient;\n(c) is received by the Recipient in written form from a third party having no obligation to the Disclosor to keep it confidential; or\n(d) is independently developed by the Recipient provided that such development can be demonstrated by the Recipient's written records.\n3. Where practical, Confidential Information shall be disclosed in Documentary or tangible form marked \"Confidential\". Where disclosures are made orally or by visual inspection, the Disclosor shall confirm in writing the fact and general nature of each disclosure within a reasonable time after each such disclosure is made.\n4. The Recipient agrees that the sole purpose for the Disclosor disclosing its Confidential Information to the Recipient is to enable Recipient to evaluate the Confidential Information for purposes of the Discussion. The Recipient will take all reasonable steps necessary to hold in strictest confidence all Confidential Information and to use such Confidential Information solely for this purpose. Any use by the Recipient of such Confidential Information for any other purpose shall be considered unauthorized.\n5. The Recipient will disclose Confidential Information only to its employees, agents and representatives with a need to know such Confidential Information who are bound in writing to keep it confidential and only to the extent necessary for the Discussion to be conducted.\n6. Recipient agrees that it will not use the Confidential, nor disclose the Confidential Information to others through any act or omission by Recipient, except with the prior written consent of Disclosor.\n7. All Confidential Information disclosed by Disclosor to Recipient shall remain the property of Disclosor. The Recipient will return to the Disclosor, upon request, any documents or other tangible materials disclosed by the Disclosor or generated by the Recipient pertaining to the Discussion.\n8. Neither this Agreement nor the disclosure of any information by the Disclosor shall be deemed to constitute by implication or otherwise, a vesting of any title or interest or a grant of any license, immunity or other right to the Recipient with regard to the Confidential Information.\n9. Nothing in this Agreement shall be deemed to constitute a joint venture, or partnership, or any other arrangement, business, financial, or otherwise between the parties hereto.\n10. This Agreement shall be governed and construed in accordance with the laws of the State of New York.\n11. This Agreement may be amended, superseded or canceled, and any of the terms hereof may be waived, only by a written instrument signed by the parties hereto.\n12. This Agreement sets forth the entire agreement and understanding between the parties thereto as to the subject matter hereof and supersedes all prior discussions, commitments, agreements, arrangements and understandings of any nature between the parties hereto relating to the subject matter hereof.\nIN WITNESS WHEREOF, the parties have caused this Agreement to be executed by on the dates set forth below by their duly authorized representatives:\nDISCLOSER\nDated: _____________ ___________________________\nV. GURUPRASAD\n RECIPIENT\nDated: ______________ By: ________________________\nName: Title:\n", "spans": [ [ 0, 24 ], [ 25, 196 ], [ 197, 200 ], [ 201, 273 ], [ 274, 303 ], [ 304, 350 ], [ 351, 424 ], [ 424, 497 ], [ 497, 570 ], [ 570, 584 ], [ 585, 604 ], [ 605, 802 ], [ 802, 904 ], [ 905, 1110 ], [ 1111, 1435 ], [ 1436, 1677 ], [ 1678, 1773 ], [ 1773, 1912 ], [ 1912, 2028 ], [ 2029, 2239 ], [ 2240, 2299 ], [ 2299, 2362 ], [ 2362, 2447 ], [ 2447, 2561 ], [ 2562, 2790 ], [ 2791, 2924 ], [ 2925, 3059 ], [ 3060, 3179 ], [ 3179, 3384 ], [ 3385, 3602 ], [ 3602, 3784 ], [ 3784, 3897 ], [ 3898, 4171 ], [ 4172, 4376 ], [ 4377, 4485 ], [ 4485, 4671 ], [ 4672, 4959 ], [ 4960, 5139 ], [ 5140, 5244 ], [ 5245, 5405 ], [ 5406, 5709 ], [ 5710, 5857 ], [ 5858, 5867 ], [ 5868, 5875 ], [ 5875, 5889 ], [ 5889, 5916 ], [ 5917, 5930 ], [ 5931, 5932 ], [ 5932, 5941 ], [ 5942, 5949 ], [ 5949, 5964 ], [ 5964, 5968 ], [ 5968, 5992 ], [ 5993, 6005 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 34, 36 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 14, 19 ] }, "nda-1": { "choice": "Entailment", "spans": [ 27, 28 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 19, 26 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 27 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 32 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 19, 26 ] }, "nda-5": { "choice": "Entailment", "spans": [ 32 ] }, "nda-4": { "choice": "Entailment", "spans": [ 30, 31, 33 ] } } } ], "document_type": "search-pdf", "url": "http://www.inspiredresearch.com/doc/NDA-Prasad.pdf" }, { "id": 208, "file_name": "NDA-ROI-Corporation.pdf", "text": "NON-DISCLOSURE AGREEMENT FOR PROSPECTIVE PURCHASERS\nI , ______________________, acknowledge and agree to the terms and conditions set forth herein as concerns a contemplated business relationship between parties, insofar as Vendor, (the \u201cDisclosing Party\u201d) desires to disclose to me (the \u201cReceiving Party\u201d) certain confidential and proprietary information (\u201cConfidential Information\u201d) in connection with a professional practice for sale by Vendor, represented exclusively by and through ROI Corporation (\u201cAgent for the Vendor\u201d).\nFor the purposes of this Agreement, \u201cConfidential Information\u201d shall mean information that is used in Disclosing Party's business and is:\n(i) proprietary to, about or created by Disclosing Party;\n(ii) gives Disclosing Party some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of Disclosing Party;\n(iii) designated as Confidential Information by Disclosing Party, or from all the relevant circumstances should reasonably be assumed by Receiving Party to be confidential and proprietary to Disclosing Party including information and documentation clearly and conspicuously marked with a legend identifying its Confidential, Classified and Proprietary in nature:\n(iv) not generally known by Receiving Party\nFor the purpose of this Agreement, Confidential Information shall also include, but is not necessarily limited to, any and all information, financial statements, legal documents, location of the practice(s), and identity of the Vendor, the fact that the practices are available for purchase, business records and plans, patient lists and records, employee lists and records, trade secrets, operations, technical information, pricing structure, costs, marketing strategies and market research and patient demographics pertaining to the professional practice(s) for which I am inquiring.\nI hereby acknowledge and agree that all information pertaining to the professional practice(s) that I am introduced to by ROI Corporation shall be obtained exclusively through ROI Corporation and that I WILL NOT CONTACT THE OWNER(s), STAFF, PATIENTS or other advisors of the practice(s), unless I am ACCOMPANIED BY AN ASSOCIATE OF ROI CORPORATION. I further agree not to write or mark the Appraisal(s), nor shall I copy or reproduce any information in any manner whatsoever without the prior consent of ROI Corporation.\nThe Receiving Party shall take all practical steps to keep the Disclosing Party\u2019s Confidential Information confidential and shall restrict access to the Confidential Information to those agents and professional advisers to whom disclosure is necessary in pursuit of the Approved Purpose. Each Party shall inform all such employees, agents and professional advisers of the provisions of this Agreement and shall be responsible for ensuring compliance with the said provisions by all agents and professional advisers.\nReceiving Party acknowledges and agrees that due to the sensitive nature of the Confidential Information, any breach of this Agreement would cause irreparable harm to the Disclosing Party and that the Disclosing Party shall therefore be entitled to equitable relief in addition to all other remedies available at law.\nIn addition, the Receiving Party acknowledges that the following specific Confidential Information, namely:\nKnowledge of the identity of the Disclosing Party, coupled with the fact that that the Disclosing Party\u2019s practice(s) are for sale, or that the Disclosing Party has commissioned appraisal(s) for the possible sale of same would, if disclosed by the Receiving Party and such information thereby came to the knowledge of STAFF (either employees or associates) of the practices, cause significant damages to the Disclosing Party though departure of STAFF and/or Patients, which damages would be difficult to quantify. Accordingly, Receiving Party acknowledges that a breach of this confidentiality agreement with respect to this specific Confidential Information which results in such information becoming known to STAFF and/or Patients will entitle Disclosing Party to liquidated damages in the sum of $250,000.00, it being expressly understood and agreed that such sum is a genuine pre-estimate of damages and not penalty.\nAll negotiating, drafting and presentations of offers shall be handled through ROI Corporation, as AGENT FOR THE VENDOR, on ROI Corporation\u2019s standard offer documentation and that I will seek independent legal advice for review prior to issuing my signature.\nThis Agreement is valid for 36 months and will expire 3 years from the date it was signed.\nPer: ___________________________________________ date: __________________\n_____________________________\nPlease print name of above\n______________________________\n", "spans": [ [ 0, 51 ], [ 52, 528 ], [ 529, 666 ], [ 667, 724 ], [ 725, 921 ], [ 922, 1284 ], [ 1285, 1328 ], [ 1329, 1914 ], [ 1915, 2263 ], [ 2263, 2434 ], [ 2435, 2723 ], [ 2723, 2950 ], [ 2951, 3268 ], [ 3269, 3376 ], [ 3377, 3891 ], [ 3891, 4297 ], [ 4298, 4556 ], [ 4557, 4647 ], [ 4648, 4653 ], [ 4653, 4697 ], [ 4697, 4703 ], [ 4703, 4721 ], [ 4722, 4751 ], [ 4752, 4778 ], [ 4779, 4809 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 2, 5, 13, 14, 15 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 10 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 9 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 10 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "http://roicorp.com/wp-content/uploads/2013/01/NDA-ROI-Corporation.pdf" }, { "id": 209, "file_name": "NDA-STP-Performance-Coating-revC.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis Agreement is effective __________(DATE), by and between STP Performance Coating, LLC, a Limited Liability Company, 1131W.Watkins Street, Phoenix, AZ 85007 and _______________________________(COMPANY) having a place of business at ___________________________________(Address) (\"Company\").\nWHEREAS STP and Company (each a \"Disclosing Party\", and together the \"Parties\") contemplate that they may disclose Proprietary Information (as defined below) to the other party (the \"Receiving Party\") relating to the following activity: exchange of technical and business information related to Coatings for military and non military applications in support of quoting activities and potential procurement of painting and chemical conversion services (the \"Purpose\").\nNOW THEREFORE, in consideration of the mutual obligations and promises contained in this Agreement, the Parties agree as follows:\n1. \"Proprietary Information\" means any information, knowledge, or data that is received by the Receiving Party from the Disclosing Party in furtherance of or pursuant to the Purpose, and that is (a) in writing and clearly marked with a proprietary or confidential legend at the time of disclosure; (b) in a machine-readable form, with the information or the media in which it is provided being clearly marked with a proprietary or confidential legend at the time of disclosure, or if such marking is not practicable, such information or media being identified as proprietary or confidential by written communication of the Disclosing Party prior to or contemporaneously with its disclosure; (c) disclosed orally or visually, with the information being identified as proprietary or confidential at the time of disclosure, and reduced to writing and clearly marked with a proprietary or confidential legend within thirty (30) days of the initial disclosure; or (d) incorporated or embodied in a sample product or other equipment, material or item clearly marked with a proprietary or confidential legend at the time of disclosure.\n2. The Receiving Party shall not disclose Proprietary Information to a third party without the Disclosing Party's express written consent\n3. The Receiving Party shall safeguard Proprietary Information using at least the same degree of care the Receiving Party uses to protect its own proprietary information, but with no less than reasonable care under the circumstances.\n4. The Receiving Party shall not use Proprietary Information except in furtherance of the Purpose for the mutual benefit of the Parties. The Receiving Party shall not use Proprietary Information for any other purpose, without the Disclosing Party's express prior written consent. The Receiving Party shall not make or permit to be made any copies of Proprietary Information except as required for the Purpose.\n5. The Receiving Party shall permit access to Proprietary Information only to (a) persons who have a need to know for the Purpose and are bona fide employees or contract labor personnel of the Receiving Party,(b) the Receiving Party's information technology system administrators and service providers in the ordinary course of business, and (c) the Receiving Party's accountants, attorneys and similar professional advisors: provided that each such recipient is obligated to protect Proprietary Information under terms and conditions at least as restrictive as the terms and conditions of this Agreement. Disclosure to any other persons, including consultants, contractors. subsidiaries and affiliates of Receiving Party, shall be treated as disclosure to a third party.\n6. All Proprietary Information shall remain the property of the Disclosing Party. Upon expiration or termination of this Agreement, unless otherwise promptly requested by the Disclosing Party in advance of such expiration or termination, the Receiving Party shall return or destroy (and, in the case of destruction, promptly provide a certification of such destruction to the Disclosing Party) all Proprietary Information in its possession, including, without limitation, any copies, summaries, and/or compilations made of or from Proprietary Information, and shall make no further use of Proprietary Information. Notwithstanding the immediately preceding sentence, the Receiving Party is not obligated to return or destroy (a) any Proprietary Information stored on back-up media for purposes of disaster recovery in the ordinary course of business that may be subject to destruction in due course, provided that the Receiving Party is precluded from accessing such Proprietary Information after expiration or termination but prior to its destruction, and (b) residual or latent data such as resulting from deleted files, automatically created temporary files, printer spool files, and metadata that can only be retrieved by computer forensics experts and is generally considered inaccessible without the use of specialized tools and techniques.\n7. The obligations under this Agreement as to any Proprietary Information shall continue for twenty (20) years from the date of expiration or termination of this Agreement.\n8. Nothing in this Agreement shall restrict the right of the Receiving Party to use or disclose information that is:\na. in the public domain at the time the Disclosing Party first disclosed it to the Receiving Party hereunder, or subsequently became publicly known through no wrongful act of the Receiving Party;\nb. known to the Receiving Party, other than through receipt under a separate non-disclosure agreement or similar agreement, prior to receipt under this agreement disclosed to the Receiving Party without restriction by a third party who had the lawful right to disclose such information;\nc. independently developed by the Receiving Party without the use of or reference to Proprietary Information; or\nd. required to be disclosed by judicial process, provided that the Receiving Party promptly provides notice of such process to the Disclosing Party and cooperates with any efforts of the Disclosing Party to contest disclosure, limits disclosure to the extent strictly required, and otherwise continues to protect such information as Proprietary Information until such time as one of the foregoing exceptions (a) through (d) are satisfied.\n10. The Disclosing Party represents and warrants that it has the full right and authority to enter into this Agreement and to disclose the Proprietary Information to the Receiving Party pursuant to the terms hereof. The Disclosing Party makes no other representations or warranties concerning Proprietary Information, and hereby disclaims all other representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any warranties concerning the quality, accuracy or completeness of the Proprietary Information. In no event shall either Party be liable for indirect, incidental, special, consequential, punitive or\n11. Exemplary damages, including, without limitation, loss of income, revenue, profits or opportunities, arising out of or relating to this Agreement or Proprietary Information.\n12. Except for the limited rights expressly granted to the Receiving Party in this Agreement. neither the execution of this Agreement, nor the furnishing of information hereunder, shall be construed as granting to the Receiving Party any right or license under any patent, copyright, trademark, trade secret or other intellectual or industrial property right.\n13. This Agreement shall expire five (5) year(s) after its effective date, provided, however, that either Party may terminate the Agreement on an earlier date, without cause, by giving the other Party thirty (30) days written notice. The Receiving Party's obligations with respect to the protection of Proprietary Information shall survive any termination or expiration of this Agreement for the period of protection specified in paragraph 7 above.\n12. Neither Party may assign or transfer its rights and obligations under the Agreement without the express prior written consent of the other Party (not to be unreasonably withheld), except that each Party, upon prior written notice to the other, may assign or transfer this Agreement (a) in connection with the sale of the business to which this Agreement relates or (b) to a subsidiary or affiliate of the Party.\n13. The following individuals are designated as the persons to receive Proprietary Information from the Disclosing Party:\nFor STP Performance Coating, LLC\nSteve Grass, President; steve@performancecoating.com\nTodd Didlo, Vice President; todd@performancecoating.com\nPete Mathews, Vice President; pete@ performancecoating.com\nFor Company:\nEach Party may change its designated recipient by written notice to the other. Receipt of Proprietary Information by an individual other than the designated recipient shall not affect the obligations of the Receiving Party.\n14. Nothing in this Agreement requires either Party to disclose any information.\n15. Without regard to the duration of its other obligations hereunder, the Receiving Party shall control access to, and use of, Proprietary Information and the direct product thereof in accordance with all applicable foreign and U.S. export laws and regulations, including, without limitation, the Arms Export Control Act and the International Traffic in Arms Regulations (ITAR), 22 C.F.R. parts 120 - 130 and the Export Administration Act and the Export Administration Regulations (EAR), 15 C.F.R. parts 730 - 774 (uExport Laws and Regulations\"). In connection with and without limiting the general applicability of the foregoing, the Disclosing Party shall, in addition to the marking requirements of paragraph 1, conspicuously mark any Proprietary Information controlled under the Export Laws and Regulations (detailing the nature of control) and the Receiving Party shall not make or permit disclosure of such Proprietary Information or the direct product thereof to any other company, entity, person, or destination unless (a) the Receiving Party has received the Disclosing Party's express written consent to do so and (b) authorization under applicable Export Laws and Regulations have been obtained.\n16. To the extent that any provision of this Agreement is invalid under any applicable statute or rule of law, such provision or portion thereof shall be deemed to be omitted without affecting the continued validity of the remaining provisions.\n17. This Agreement shall be governed by and interpreted under the internal laws of the state of Arizona. U.S.A.\n18. This Agreement constitutes the entire understanding between the Parties and supersedes all previous understandings, agreements, communications, and representations, whether written or oral, concerning the treatment of Proprietary Information. This Agreement may not be superseded, amended, or modified except by a written agreement between the Parties, signed by a duly authorized official of each of the Parties.\nIN WITNESS WHEREOF, the Parties have executed this agreement through their duly authorized representatives.\nSTP PERFORMANCE COATING,LLC\n1131 WEST WATKINS STREET\nPHOENIX, ARIZONA 85007\nBy:\nSign\nTitle\nCompany\nBy:\nSign\nTitle\n", "spans": [ [ 0, 24 ], [ 25, 151 ], [ 151, 189 ], [ 189, 221 ], [ 221, 260 ], [ 260, 317 ], [ 318, 785 ], [ 786, 915 ], [ 916, 1111 ], [ 1111, 1214 ], [ 1214, 1607 ], [ 1607, 1875 ], [ 1875, 2044 ], [ 2045, 2182 ], [ 2183, 2416 ], [ 2417, 2554 ], [ 2554, 2697 ], [ 2697, 2826 ], [ 2827, 2905 ], [ 2905, 3036 ], [ 3036, 3169 ], [ 3169, 3433 ], [ 3433, 3502 ], [ 3502, 3598 ], [ 3599, 3681 ], [ 3681, 4213 ], [ 4213, 4323 ], [ 4323, 4655 ], [ 4655, 4944 ], [ 4945, 5117 ], [ 5118, 5234 ], [ 5235, 5430 ], [ 5431, 5717 ], [ 5718, 5830 ], [ 5831, 6239 ], [ 6239, 6251 ], [ 6251, 6269 ], [ 6270, 6486 ], [ 6486, 6828 ], [ 6828, 6930 ], [ 6931, 7108 ], [ 7109, 7203 ], [ 7203, 7468 ], [ 7469, 7703 ], [ 7703, 7917 ], [ 7918, 8204 ], [ 8204, 8287 ], [ 8287, 8333 ], [ 8334, 8455 ], [ 8456, 8488 ], [ 8489, 8541 ], [ 8542, 8554 ], [ 8554, 8597 ], [ 8598, 8612 ], [ 8612, 8656 ], [ 8657, 8669 ], [ 8670, 8749 ], [ 8749, 8893 ], [ 8894, 8974 ], [ 8975, 9371 ], [ 9371, 9523 ], [ 9523, 10003 ], [ 10003, 10100 ], [ 10100, 10182 ], [ 10183, 10427 ], [ 10428, 10533 ], [ 10533, 10539 ], [ 10540, 10787 ], [ 10787, 10957 ], [ 10958, 11065 ], [ 11066, 11093 ], [ 11094, 11118 ], [ 11119, 11141 ], [ 11142, 11145 ], [ 11146, 11150 ], [ 11151, 11156 ], [ 11157, 11164 ], [ 11165, 11168 ], [ 11169, 11173 ], [ 11174, 11179 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 25 ] }, "nda-15": { "choice": "Entailment", "spans": [ 24, 41, 42 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 8, 9, 10, 11, 12 ] }, "nda-19": { "choice": "Entailment", "spans": [ 29, 44 ] }, "nda-12": { "choice": "Entailment", "spans": [ 30, 33 ] }, "nda-20": { "choice": "Entailment", "spans": [ 26, 27, 28 ] }, "nda-3": { "choice": "Entailment", "spans": [ 8, 11 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 13, 18, 21 ] }, "nda-17": { "choice": "Entailment", "spans": [ 17, 18 ] }, "nda-8": { "choice": "Entailment", "spans": [ 30, 34, 35, 36 ] }, "nda-13": { "choice": "Entailment", "spans": [ 30, 32 ] }, "nda-5": { "choice": "Entailment", "spans": [ 18, 19, 20, 21 ] }, "nda-4": { "choice": "Entailment", "spans": [ 15, 16 ] } } } ], "document_type": "search-pdf", "url": "https://www.performancecoating.com/wp-content/uploads/2016/12/NDA-STP-Performance-Coating-revC.pdf" }, { "id": 210, "file_name": "NDA-Seeed.pdf", "text": "Non-Disclosure Agreement\nThis Confidentiality and Non-Disclosure Agreement (hereinafter referred as the \u201cNDA\u201d) is entered into as of ,20 ,\nby and between\n_____________________, address at ________________________________________\nand\nSeeed Development Limited, a company established under Laws of Hong Kong, having its office at Flat C 23/F Lucky Plaza, 315-321 Lockhart Rd Wan Chai, Hong Kong (hereafter referred to as \u201cSeeed\u201d);\nUnless the context requires otherwise, Customer and Seeed shall hereinafter collectively referred to as the \u201cParties\u201d or individually referred to as the \u201cParty\u201d.\nRECITALS\nWHEREAS, Customer is\nWHEREAS, Seeed is concerned any unpermitted early disclose or publicize of the products or any information associated with such products will cause irreparable harms to Seeed unless allowed by Seeed, therefore it is of necessity to conclude the NDA with Customer.\nWHEREAS, In light of purpose mentioned above, Seeed and Customer are interested in exchanging Confidential Information (as defined below in Article 1); Seeed and Customer are discloser and recipient under difference context.\nWHEREAS, the Parties believe that they may mutually benefit by sharing this Confidential Information and believe it is in their mutual interest to ensure that all such Confidential Information will be safeguarded and carefully protected by the Parties through the present Agreement;\nNOW THEREFORE, in consideration of the promise, covenants hereof and the mutual obligation herein, the Parties agree as follows:\n1. Confidential Information\nFor purposes of this Agreement, \u201cConfidential Information\u201d shall mean the following:\ni. All records, files, analysis, documents, software, computer or electronic data disks or tapes, test data, printouts, processes, designs, file layout, technical bulletins, manuals, diagrams, formulas, research, inventions, patents and discoveries reasonably related to the Parties\u2019 businesses or products and services of the Parties that have not been publicly released;\nii. Technical, financial, business plan and customer information, including standard periodic financial statements and analyses, budgets, tax returns, benefit and compensation plans, customer list(s) and contact names, functional and technical specifications;\niii. Other valuable information disclosed by one of the Parties to another, designated as confidential expressly or by the circumstances in which it is provided.\nConfidential Information does not include information that:\ni. Is lawfully in the public domain at the time it was transmitted;\nii. Is independently known to or in possession of the receiving party at the time of receipt through no unlawful act;\niii. Is disclosed by the receiving party with the prior written approval of the transmitting party;\niv. Becomes known to the receiving party from a source other than the transmitting party, which third party legally is entitled to have and to disclose such information without restriction.\n2. Duty of Confidentiality and Standard of Care\n2.1 Each Party hereby acknowledges that it will be exposed to Confidential Information of the other Party, including without limitation, specific information regarding the products and the business of this Party.\n2.2 The Parties hereby agree that they shall not use, commercialize or disclose any Confidential Information to any person or entity, except to their own employees having a \u201cneed to know\u201d (and who themselves bound by similar non-disclosure restrictions), and to such other recipients as each Party may approve in writing, provided that such recipients shall have first executed a Confidentiality Agreement in a form acceptable to the Party interested.\n2.3 Any disclosure to any third party by each Party shall be subject to the prior consent of the other Party, which consent shall not be unreasonably withheld unless the Disclosing Party believe it might go against the purpose of this Agreement.\nThe Receiving Party must protect the Confidential Information and, in doing so, must use no less than the highest degree of care that the Receiving Party applies to its own proprietary or secret information;\nThe Confidential Information must be stored and handled in such a way as to prevent unauthorized disclosure.\nThe Receiving Party shall use its best efforts to limit dissemination of Disclosing Party\u2019s \u201cConfidential Information\u201d to such of its employees or sub-contractor(s) who have a need to know for the aforesaid evaluation and/or development purposes.\n3. Proprietary Rights Legend\nThe Parties shall not alter or remove from any Confidential Information any proprietary rights legend, copyright notice, trademark or trade secret legend, or any other mark identifying the material as Confidential Information.\n4. Covenants concerning competition\nThe Confidential Information disclosed to each of the Parties may include information that would provide the other party with an unfair competitive advantage if such Party were to use the Confidential Information for purposes other than those provided for hereunder. Accordingly, the Parties only agree to provide such Confidential Information to the other Party in return for this Party\u2019s Agreement to be bound by each of the provisions in this Agreement including the provisions set forth in this section 4 and that such agreements by the Parties constitutes a material inducement for each Party to provide Confidential Information to the other Party and that such Confidential Information shall not be used by one of the Parties to obtain a competitive advantage against the other Party.\n5. Return of Documents and Materials\nThe Parties hereby agree that all materials, including financial reports and analyses, customer list(s) programs, software, documents, reports, statistical data, trade secrets or similar printed, coded, electronic or magnetic material made by one of the Parties or to come into one of the Parties\u2019 possession in the course of negotiations shall be returned to the other Party, upon conclusion of the negotiations.\n6. Remedies for Breach of Confidentiality and Indemnification, Liquidated damages\nIn the event one of the Parties or its officers, agents, employees or any of its subsidiaries or their officers, agents or employees violates the restrictions against disclosure or use of the Confidential Information defined herein, Recipient or such entity or individual(s) as the case may be, shall and do hereby consent to the entry of an injunction by a court of competent jurisdiction against any further disclosure or use of the Confidential Information, and shall pay the The Recipient, including without limitation to any of its employees, subsidiaries, agents, subcontractors, officers shall indemnify and hold harmless against the Discloser against any unpermitted disclosing and publicizing. In event of any disclosing or publicizing the confidential information or breaching any obligations under this Agreement, the breaching party shall mitigate the losses and take for all reasonable measure, including the court injunction to prevent the disclosure and spread of confidential information upon the request of aggrieved party. The breaching party shall pay to non-beaching party a liquidated damage of 10,000 USD per occurrence. The total liquidated damage shall not exceed 1,0000,000 USD. The application of liquidated damage shall not prejudice the aggrieved party\u2019s right to claim for all the losses and shall not prejudice all the liabilities and obligations incurred. Nothing here shall be interpreted as excluding consequential losses the aggrieved party may suffer, including without limitation to loss of profit, loss of goodwill, loss of business opportunities.\n7. Term\nThis Agreement shall be effective as of the date first written above and shall continue in full force and effect until the last disclosure of Confidential Information by one Party to another and shall survive the term of this Agreement for a period of two (2) years thereafter, provided, however that as to any item of Confidential Information that constitutes a trade secret under applicable law, the obligations of confidentiality contained herein shall continue for so long as allowed under applicable law. Unless otherwise agreed in writing this Agreement shall govern Confidential Information disclosed by the Parties after the effective date hereof.\n8. Applicable Law - Arbitration\nThis Agreement is governed by and shall be construed in accordance with the laws of the People\u2019s Republic of China without regard to principles of conflict of law, and any dispute arising out of this Agreement or In connection with this Agreement shall be referred to Hong Kong International Arbitration Centre (HKIAC) for arbitration in accordance with Hong Kong International Arbitration Centre (HKIAC) administered arbitration rules in force at the time of application. The arbitrators shall be one (1). The place of arbitration shall be in Shen Zhen, China. The language used in arbitration proceeding shall be English Language. Both parties will keep in strict confidential of all information relating to the dispute. Both parties shall continue to perform their respective obligations which are not in dispute. Nothing here shall be interpreted as preventing the aggrieved party from seeking court injunction, interim measures, and protective order from competent court in relevant jurisdiction.\n9. Notices\nAll notices, demands or other communications delivered in connection with this Agreement shall be delivered by facsimile transmissions or mail and shall be deemed effective upon receipt:\nIf to Customer\nAddress: __________________________________________________________________\nIf to Seeed:\nAddress:1F, Tower B, Building 2, Shanshui Building, NanshanYungu Innovation Industry Park, Liuxian Ave, Nanshan District, Shenzhen, Guangdong. , China. P.R.C\nOr at such other address or to such fax number, email address as may be designated by notice from such Party.\n10. Entire Agreement\nThis Agreement contains the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements between or among the Parties, whether written or oral, with respect to the subject matter of this Agreement. Any modifications of or changes to this Agreement shall be in writing and signed by both Parties.\n11. No waiver\nThe failure to enforce or to require the performance at any time of any of the provisions of this Agreement will not be construed to be a waiver of such provision, and will not affect either the validity of this Agreement or any part hereof or the right of any Party thereafter to enforce each and every provision in accordance with the terms of this Agreement.\nIN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives.\n________________________(\u201cCustomer\u201d) Seeed Development Limited\nSigned by: Signed by:\nTitle: Title:\n", "spans": [ [ 0, 15 ], [ 15, 24 ], [ 25, 138 ], [ 139, 153 ], [ 154, 188 ], [ 188, 228 ], [ 229, 232 ], [ 233, 251 ], [ 251, 361 ], [ 361, 428 ], [ 429, 590 ], [ 591, 599 ], [ 600, 620 ], [ 621, 884 ], [ 885, 1109 ], [ 1110, 1392 ], [ 1393, 1521 ], [ 1522, 1549 ], [ 1550, 1634 ], [ 1635, 2007 ], [ 2008, 2267 ], [ 2268, 2429 ], [ 2430, 2489 ], [ 2490, 2557 ], [ 2558, 2675 ], [ 2676, 2775 ], [ 2776, 2965 ], [ 2966, 3013 ], [ 3014, 3226 ], [ 3227, 3231 ], [ 3231, 3678 ], [ 3679, 3683 ], [ 3683, 3924 ], [ 3925, 4132 ], [ 4133, 4241 ], [ 4242, 4488 ], [ 4489, 4517 ], [ 4518, 4744 ], [ 4745, 4780 ], [ 4781, 5048 ], [ 5048, 5571 ], [ 5572, 5608 ], [ 5609, 6022 ], [ 6023, 6104 ], [ 6105, 6808 ], [ 6808, 7146 ], [ 7146, 7248 ], [ 7248, 7309 ], [ 7309, 7492 ], [ 7492, 7689 ], [ 7690, 7697 ], [ 7698, 8208 ], [ 8208, 8353 ], [ 8354, 8385 ], [ 8386, 8859 ], [ 8859, 8893 ], [ 8893, 8948 ], [ 8948, 9019 ], [ 9019, 9109 ], [ 9109, 9203 ], [ 9203, 9387 ], [ 9388, 9398 ], [ 9399, 9585 ], [ 9586, 9600 ], [ 9601, 9610 ], [ 9610, 9676 ], [ 9677, 9689 ], [ 9690, 9842 ], [ 9842, 9847 ], [ 9848, 9957 ], [ 9958, 9978 ], [ 9979, 10237 ], [ 10237, 10334 ], [ 10335, 10348 ], [ 10349, 10710 ], [ 10711, 10833 ], [ 10834, 10871 ], [ 10871, 10896 ], [ 10897, 10918 ], [ 10919, 10932 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 42 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 18, 20 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 18, 19, 20, 21 ] }, "nda-19": { "choice": "Entailment", "spans": [ 51 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 32, 35 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 22, 26 ] }, "nda-5": { "choice": "Entailment", "spans": [ 30, 35 ] }, "nda-4": { "choice": "Entailment", "spans": [ 30 ] } } } ], "document_type": "search-pdf", "url": "https://statics3.seeedstudio.com/fusion/evelyn/NDA-Seeed.pdf" }, { "id": 211, "file_name": "NDA-SqillerBetaTesters.pdf", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement (\u201cAgreement\u201d) is entered into by and between\nTeqball Holding S.\u00e0 r.l.\n44 Avenue J. F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg\nLuxembourg Trade and Companies Register\nN\u00b0 B 191.050,\nacting on its own behalf and/or on behalf of its Group Companies, and\nYou (the person accessing this document and/or any of Teqball Holding\u2019s Confidential Information),\nhereinafter referred to jointly as the \u201cParties\u201d, and individually as a \u201cParty\u201d.\n1. Purpose\nThe Parties are contemplating, negotiating, executing or have already entered into one or more agreements relating to testing computer software between the Parties, which may lead to the exchange of information that they wish to protect and whose use they wish to limit through this Agreement (the \u201cPurpose\u201d).\n2. Definitions\n1.1. \u201cAuthorized Persons\u201d means a person or entity that a Party or a Party\u2019s Group Company authorizes to access the Confidential Information for the Purpose, and who is bound by confidentiality terms at least as protective of the Confidential Information as this Agreement.\n1.2. \u201cConfidential Information\u201d means information related to a Party, its Group Companies, its Authorized Persons, this Agreement or any agreement to which this Agreement is annexed or upon which this Agreement\u2019s Purpose is based, that a Party receives or accesses, except information that (i) is or falls into the public domain without fault of the Receiving Party, (ii) the Receiving Party can prove was in its possession without any obligation of confidentiality prior to receipt from the Disclosing Party, (iii) is independently developed by the Receiving Party, or (iv) is obtained by the Receiving Party from third parties without any obligation of confidentiality to the Disclosing Party.\n1.3. \u201cDisclosing Party\u201d means the Party to which Confidential Information accessed or disclosed relates.\n1.4. \u201cEffective Date\u201d means the date of execution of this Agreement by you.\n1.5. \u201cExpiration Date\u201d means 1 year from the Effective Date.\n1.6. \u201cGroup Companies\u201d means a Party\u2019s ultimate holding company and any company that holding company owns (through 50% or more of the issued share capital) or controls (through the ability to appoint 50% or more of the officers).\nWith respect to Teqball Holding, Group Companies shall also include International Federation of Teqball (F\u00e9d\u00e9ration Internationale de Teqball, an association registered in Switzerland at the Registre du Commerce du Canton de Vaud under n\u00b0 CHE-327.306.031, having its registered address at 7 chemin de Beau-Rivage, c/o Ametis Conseils SA, 1006 Lausanne, Switzerland) and its Group Companies, and I. Budapest TEQBALL Sportegyes\u00fclet (an association registered in Hungary at the F\u0151v\u00e1rosi T\u00f6rv\u00e9nysz\u00e9k under n\u00b0 01-02-0015920, having its registered address at 1042 Budapest, J\u00f3zsef Attila utca 18. fszt. 23.) and its Group Companies.\n1.7. \u201cReceiving Party\u201d means the Party receiving or accessing Confidential Information.\n2. Contracting Principles\n2.1. No Warranties. All Confidential Information furnished under this Agreement is provided AS IS. Neither Party makes any warranties, express or implied, for example, regarding the accuracy, completeness, merchantability, fitness for use, or non-infringing nature of its Confidential Information.\n2.2. Governing Law and Venue. All aspects of this Agreement, all matters arising from it, including disputes or lawsuits, and the relationship of the Parties relating to this Agreement, are governed by the laws of Luxembourg, and its courts shall have exclusive jurisdiction thereover.\nNevertheless, each Party recognizes that a breach of confidentiality may cause irreparable harm to the other and that actual damages may be difficult to ascertain or inadequate in such cases. Each Party shall thus have the right to enforce this Agreement by injunction, specific performance, or other equitable relief, without a requirement to prove actual damages and without prejudice to any other rights and remedies that they may have otherwise.\n2.3. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the Purpose and supersedes any prior understanding or agreements thereon.\n3. Non-disclosure and Non-use Obligations\n3.1. Ownership of Confidential Information. All Confidential Information of a Party is and shall remain the property of that Party. Nothing contained in this Agreement shall be construed as granting or conferring any rights to any Confidential Information of a Disclosing Party, or to any intellectual property contained therein.\n3.2. Exchange of Confidential Information. Confidential Information may be exchanged by the Parties from the Effective Date until the Expiration Date, or, if the agreement(s) underpinning the Purpose have been entered into before the Expiration Date, then Confidential Information may be exchanged until the obligations in such agreement(s) are still in effect.\n3.3. Authorized Use. Confidential Information shall be used exclusively for (i) discussions and/or negotiations, (ii) performance and/or enforcement, (iii) termination and/or disputes, of or relating to the Purpose, and shall not be used for any other purpose.\n3.4. Non-disclosure. Each Party shall hold the other Party\u2019s Confidential Information in strictest confidence and shall not disclose the other Party\u2019s Confidential Information to any third party, except to the Receiving Party\u2019s own Authorized Persons on a need-to-know basis.\n3.5. Information Security. Each Party shall secure the other Party\u2019s Confidential Information and protect it from access by anyone other than its Authorized Persons, in the same way that it protects its own Confidential Information, but in all cases using a professional degree of care. The Receiving Party\u2019s obligations relating to securing and protecting Confidential Information shall remain in effect for the later of either (i) 5 (five) years after the last date defined in clause 3.2 or (ii) until the Confidential Information may reasonably be considered as no longer confidential.\n3.6. Breach of Confidentiality. The Receiving Party shall immediately notify the Disclosing Party upon learning of any actual or potential access of its Confidential Information by unauthorized third parties. If (i) an Authorized Person\u2019s or former Authorized Person\u2019s action or omission would be considered a breach of this Agreement if they had been a party thereto, and (ii) the Receiving Party has coercive power over them at the time of such action or omission, then the Receiving Party shall be responsible for such action or omission as if it were its own breach.\n3.7. Required Disclosures. Nothing in this Agreement shall prohibit either Party from disclosing a part of the other Party\u2019s Confidential Information if legally required to do so by law or regulation (including those governing capital markets), judicial or governmental order, provided that it gives, to the extent and as soon as legally permissible, prior notice of such disclosure to the other Party.\n3.8. Return of Confidential Information. Immediately upon the Disclosing Party\u2019s request or by the last date defined in clause 3.2, the Receiving Party shall return/or destroy, at the Disclosing Party\u2019s discretion and expense, all the Disclosing Party\u2019s Confidential Information in its possession, irrespective of the media, and certify execution of this obligation in writing. This obligation shall not apply to (i) copies retained in compliance with a Party\u2019s legal or regulatory obligations or (ii) copies made as part of preexisting data back-up processes, if such copies are not accessible to the Receiving Party\u2019s staff or Authorized Persons in the normal course of business.\n4. Proof of Execution\nThe Parties agree that proof of execution of this Agreement shall be constituted by the digital record of Your (click) acceptance of its terms.\n", "spans": [ [ 0, 31 ], [ 32, 113 ], [ 114, 138 ], [ 139, 142 ], [ 142, 208 ], [ 209, 248 ], [ 249, 262 ], [ 263, 332 ], [ 333, 431 ], [ 432, 512 ], [ 513, 523 ], [ 524, 833 ], [ 834, 848 ], [ 849, 1122 ], [ 1123, 1413 ], [ 1413, 1490 ], [ 1490, 1633 ], [ 1633, 1693 ], [ 1693, 1818 ], [ 1819, 1923 ], [ 1924, 1999 ], [ 2000, 2060 ], [ 2061, 2290 ], [ 2291, 2917 ], [ 2918, 3005 ], [ 3006, 3031 ], [ 3032, 3052 ], [ 3052, 3131 ], [ 3131, 3329 ], [ 3330, 3360 ], [ 3360, 3615 ], [ 3616, 3808 ], [ 3808, 4065 ], [ 4066, 4089 ], [ 4089, 4246 ], [ 4247, 4288 ], [ 4289, 4333 ], [ 4333, 4421 ], [ 4421, 4618 ], [ 4619, 4662 ], [ 4662, 4980 ], [ 4981, 5057 ], [ 5057, 5094 ], [ 5094, 5131 ], [ 5131, 5241 ], [ 5242, 5263 ], [ 5263, 5517 ], [ 5518, 5545 ], [ 5545, 5805 ], [ 5805, 5947 ], [ 5947, 6011 ], [ 6011, 6106 ], [ 6107, 6139 ], [ 6139, 6316 ], [ 6316, 6319 ], [ 6319, 6480 ], [ 6480, 6677 ], [ 6678, 6705 ], [ 6705, 7080 ], [ 7081, 7122 ], [ 7122, 7459 ], [ 7459, 7494 ], [ 7494, 7578 ], [ 7578, 7762 ], [ 7763, 7784 ], [ 7785, 7928 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 60 ] }, "nda-15": { "choice": "Entailment", "spans": [ 37, 38 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 49, 50, 51 ] }, "nda-12": { "choice": "Entailment", "spans": [ 14, 17 ] }, "nda-20": { "choice": "Entailment", "spans": [ 60, 61, 62, 63 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 13, 46 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 58 ] }, "nda-13": { "choice": "Entailment", "spans": [ 14, 18 ] }, "nda-5": { "choice": "Entailment", "spans": [ 13, 46 ] }, "nda-4": { "choice": "Entailment", "spans": [ 41, 42, 43, 44 ] } } } ], "document_type": "search-pdf", "url": "https://sqillerapp.com/NDA-SqillerBetaTesters.pdf" }, { "id": 214, "file_name": "NDA-editable.pdf", "text": "NON-DISCLOSURE AGREEMENT\nAgreement effective ___________ between MARIPOSA LABS LLC, an Idaho corporation (\u201c MARIPOSA\u201d) and ___________________ (\u201cCompany\u201d).\n1. BACKGROUND\nMARIPOSA is a manufacturer located in Garden City, Idaho and manufactures a wide range of personal care products. The Company has requested that MARIPOSA exchange confidential information in connection with product formulation, which may or may not lead to manufacturing of said product. The purpose of this Agreement is to detail the rights of the parties with respect to confidential information that may be provided between the parties.\n2. CONFIDENTIALITY\n2.1 Definition of Confidentiality Information.\n\u201cConfidential Information\u201d shall mean the formulas and related information supplied to MARIPOSA by the Company but only to the extent that:\n(a) Such information is maintained as confidential by the Company, and;\n(b) Marked or otherwise identified as confidential when disclosed to MARIPOSA. Information that is not marked or otherwise identified as confidential at the time of disclosure to MARIPOSA shall be treated as Confidential Information if it is identified as confidential in a written document received by MARIPOSA within thirty (30) days after initial disclosure.\n2.2 Restricted Use. Confidential Information provided by the Company in accordance with this Agreement is for MARIPOSA\u2019s use in the manufacture of the Company\u2019s products only. MARIPOSA shall not disclose any of the Confidential Information other than as reasonably necessary to accomplish these purposes. Notwithstanding the preceding, the Company understands and agrees as follows:\n(a) MARIPOSA shall have the right to disclose Confidential Information to the extent required by applicable law or regulation;\n(b) MARIPOSA\u2019s nonuse and nondisclosure obligations above shall not apply to such Confidential Information as: (1) was publicly known prior to disclosure by the Company of such information to MARIPOSA; (2) became publicly known, without fault on the part of MARIPOSA, subsequent to disclosure by the Company of such information to MARIPOSA; (3) was received by MARIPOSA at any time from a source, other than the Company, lawfully having possession of the right to disclose such information; or (4) was otherwise known by MARIPOSA prior to disclosure by the Company to MARIPOSA of such information;\n(c) The product formulas used for the Company products may be similar to formulas used by other manufacturers, and it is unlikely that any such formulas would qualify for patent or other intellectual property protection;\n(d) MARIPOSA may manufacture and sell products that use formulas that are similar to (but not identical with) formulas used for the Company products. In this regard, a formula shall not be considered identical if the chemical components of the formula vary in any respect.\n3. GENERAL PROVISIONS\n3.1 Governing Law, Jurisdiction, and Venue. This Agreement shall be construed and interpreted in accordance with the laws of the State of Idaho. The parties agree that the courts of Idaho shall have exclusive jurisdiction and agree that Ada County is the proper venue.\n3.2 Time of the Essence. Time is of the essence with respect to the obligations to be performed under this Agreement.\n3.3 Successors and Assigns. Subject to any express provisions in this Agreement regarding restrictions on transfers or assignments, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns, heirs, and personal representatives.\n4. SIGNATURES\nMARIPOSA LABS LLC\nDated: ________________ By: __________________________________________\nMilt Gillespie, President\nCOMPANY\nDated: _________________ By: ___________________________________________\n(Authorized Signature)\n ______________________________________\n", "spans": [ [ 0, 24 ], [ 25, 45 ], [ 45, 155 ], [ 156, 169 ], [ 170, 284 ], [ 284, 458 ], [ 458, 609 ], [ 610, 628 ], [ 629, 675 ], [ 676, 815 ], [ 816, 887 ], [ 888, 967 ], [ 967, 1249 ], [ 1250, 1426 ], [ 1426, 1555 ], [ 1555, 1632 ], [ 1633, 1759 ], [ 1760, 1871 ], [ 1871, 1962 ], [ 1962, 2101 ], [ 2101, 2254 ], [ 2254, 2357 ], [ 2358, 2578 ], [ 2579, 2729 ], [ 2729, 2851 ], [ 2852, 2873 ], [ 2874, 2918 ], [ 2918, 3019 ], [ 3019, 3142 ], [ 3143, 3168 ], [ 3168, 3260 ], [ 3261, 3289 ], [ 3289, 3548 ], [ 3549, 3562 ], [ 3563, 3580 ], [ 3581, 3588 ], [ 3588, 3605 ], [ 3605, 3609 ], [ 3609, 3651 ], [ 3652, 3677 ], [ 3678, 3685 ], [ 3686, 3693 ], [ 3693, 3711 ], [ 3711, 3715 ], [ 3715, 3758 ], [ 3759, 3781 ], [ 3782, 3783 ], [ 3783, 3821 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Entailment", "spans": [ 9 ] }, "nda-1": { "choice": "Entailment", "spans": [ 9, 11, 12 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 17, 20 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 13 ] } } } ], "document_type": "search-pdf", "url": "http://www.mariposalabs.com/cmsdocuments/NDA-editable.pdf" }, { "id": 215, "file_name": "NDA-for-Gar-Kenyon-Suppliers.pdf", "text": "NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is entered into as of \u2026\u2026\u2026.., by and between SAF Industries, LLC dba Gar Kenyon, a company organized under the laws of Connecticut, USA and having a principal place of business at 238 Water Street, Naugatuck, CT 06770 (\u201cGK\u201d), and \u2026\u2026\u2026..., a company organized under the laws of the State of \u2026\u2026. and having an office and principal place of business at \u2026\u2026\u2026\u2026\u2026\u2026.. (\u201cSUPPLIER\u201d)\nWHEREAS, SUPPLIER is interested in receiving certain Confidential Information (as defined herein) from GKT in order to enable SUPPLIER to evaluate the possibility of acting as GK's supplier for one or more parts or work packages for the GK\u2019s application (the \u201cPurpose\u201d).\nNOW THEREFORE, the parties agree as follows:\n1. \u201cConfidential Information\u201d means all trade secrets and information disclosed by GK to SUPPLIER, including, but not limited to, type design data, drawings, photographs, specifications, models, prototypes, designs, materials, construction or assembly, computer hardware and software (whether in machine-readable or human-readable form), technical, commercial and operational information concerning products, information concerning manufacturing methods and techniques, quality control and test methods, marketing data including target customers, customer lists and market plans, cost and pricing data and product applications.\n2. SUPPLIER agrees to hold all Confidential Information in strict confidence and will not disclose or use the Confidential Information for its benefit or the benefit of any other company or entity anywhere in the world or any other purpose other than for the Purpose set forth in the recitals herein.\n3. Confidential Information does not include the following:\na) information which was already in the public domain at the time of disclosure; or\nb) information which, though originally confidential, subsequently becomes part of the public domain through no fault of SUPPLIER; or\nc) information which was properly in SUPPLIER\u2019s possession prior to receipt thereof from GK, as reasonably evidenced by written records or other writings, or by actual use by SUPPLIER prior to the disclosure by GK.\nIn each case, the (i) burden of proof shall lie with SUPPLIER to demonstrate that one of the above-listed exceptions applies and Sign:_____________ (ii) SUPPLIER shall notify GKT in writing of SUPPLIER\u2019s intent to make any disclosure based on one of the above-listed exceptions at least 30 days in advance (including a description of the information to be disclosed and the basis for the claimed exception).\n4. SUPPLIER shall maintain all Confidential Information received from GK in the same manner that the SUPPLIER maintains its own Confidential Information, provided that the standard of care required shall be at least a reasonable standard. Information disclosed in other that written form shall be considered Confidential Information only to the extent GK summarizes the same in a written form that is transmitted to SUPPLIER within thirty (30) calendar days of the non-written disclosures.\n5. Any disclosure of Confidential Information shall be limited SUPPLIER\u2019s employees and who have a need to use or study such Confidential Information for the Purpose. SUPPLIER shall advise its employees and agents of its obligations pursuant to this Agreement, but SUPPLIER shall remain responsible to ensure their compliance.\n6. All Confidential Information is and shall remain the property of GK. At any time that GKT may request, SUPPLIER shall return the Confidential Information to GK and shall certify in writing that all copies thereof in its possession have been destroyed.\n7. Confidential Information may only be used by SUPPLIER in connection with the pursuance of the Purpose set forth in the recitals herein.\n8. SUPPLIER shall not assign or otherwise transfer any of its rights or obligations under this Agreement to any third party without the prior written consent of GK, and any attempted assignment or transfer without such prior written consent shall be null and void.\n9. This Agreement sets out and constitutes the entire agreement between the parties with respect to the disclosure, protection and use of Confidential Information and supersedes all prior agreements, whether oral or written, relating to such matters and all other prior communications between the parties relating to the subject matter of this Agreement.\n10. The construction, validity and performance hereof shall be governed by and construed in accordance with the laws of Connecticut, USA. The parties hereby agree to submit all disputes hereunder to arbitration in Connecticut, USA in accordance with the rules of the International Chamber of Commerce. All arbitration proceedings shall be conducted exclusively in the English language before a single arbitrator. Notwithstanding the foregoing, if SUPPLIER is alleged to have breached this Agreement, then GK shall be entitled to seek injunctive relief from any court of competent jurisdiction.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.\nGar Kenyon __________________________\nBy: ______________________________ By: _________________________\nPrint Name: Print Name:\nTitle: Title:\n", "spans": [ [ 0, 24 ], [ 25, 40 ], [ 40, 409 ], [ 410, 680 ], [ 681, 725 ], [ 726, 1353 ], [ 1354, 1654 ], [ 1655, 1714 ], [ 1715, 1798 ], [ 1799, 1932 ], [ 1933, 2147 ], [ 2148, 2166 ], [ 2166, 2296 ], [ 2296, 2555 ], [ 2556, 2795 ], [ 2795, 3045 ], [ 3046, 3213 ], [ 3213, 3372 ], [ 3373, 3445 ], [ 3445, 3627 ], [ 3628, 3766 ], [ 3767, 4031 ], [ 4032, 4386 ], [ 4387, 4525 ], [ 4525, 4689 ], [ 4689, 4800 ], [ 4800, 4980 ], [ 4981, 5079 ], [ 5080, 5091 ], [ 5091, 5117 ], [ 5118, 5122 ], [ 5122, 5153 ], [ 5153, 5157 ], [ 5157, 5182 ], [ 5183, 5206 ], [ 5207, 5220 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 18 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 5 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 19 ] }, "nda-3": { "choice": "Entailment", "spans": [ 15 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 16, 17 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 16 ] }, "nda-4": { "choice": "Entailment", "spans": [ 6, 20 ] } } } ], "document_type": "search-pdf", "url": "https://garkenyon.com/wp-content/uploads/2011/04/NDA-for-Gar-Kenyon-Suppliers.pdf" }, { "id": 216, "file_name": "NDA-standard.pdf", "text": "Non Disclosure Agreement\n This Agreement is made on: ____________\nParties: The parties to this Agreement (the \u2018Parties\u2019) are:\nImobisoft limited a company incorporated in England and Wales whose business address is at Serious Games Institute ( SGI ), Coventry University Technology Park, Cheetah Road, Coventry CV1 2TL , and with Company Registration : 06811978\nAnd :\n_________________________________________________________________________\n1.Field and purpose:\nThe Parties wish to hold discussions in the field of IT and Web Solutions (the \u2018Field\u2019). Each party wishes to receive confidential information in the Field from the other party for the purpose of considering whether to enter into a further agreement with the other party (the \u2018Permitted Purpose\u2019).\nIt is agreed as follows:\n2. Confidentiality obligations\nIn consideration of the Disclosing Party providing Confidential Information, at its discretion, to the Receiving Party, the Receiving Party shall: Keep the Confidential Information secret and confidential; Neither disclose nor permit the disclosure of any Confidential Information to any person, except for disclosure to Authorised Persons in accordance with clause 3, or to a court or other public body in accordance with clause 4;\nNot use the Confidential Information for any purpose, whether commercial or non commercial, other than the Permitted Purpose;\n[Make only such limited number of copies of the Confidential Information as are required for the Permitted Purpose, and provide those copies only to Authorised Persons];] and\nTake proper and all reasonable measures to ensure the confidentiality of the Confidential Information.\nFor the purposes of this Agreement, the following words shall have the following meanings:\n\u2018Information\u2019 shall include information whether of a technical, commercial or any other nature whatsoever provided directly or indirectly by the Disclosing Party to the Receiving Party in oral or documentary form or by way of models, biological or chemical materials or other tangible form or by demonstrations and whether before, on or after the date of this Agreement.\n\u2018Confidential Information\u2019 shall mean: in respect of Information provided in documentary or by way of a model or in other tangible form, Information which at the time of provision is marked or otherwise designated to show expressly or by necessary implication that it is imparted in confidence; and in respect of Information that is imparted orally, any information that the Disclosing Party or its representatives informed the Receiving Party at the time of disclosure was imparted in confidence; and in respect of Confidential Information imparted orally, any note or record of the disclosure and any evaluation materials prepared by the Receiving Party that incorporate any Confidential Information; and any copy of any of the foregoing; and the fact that discussions are taking place between the Receiving Party and the Disclosing Party.\n\u2018Disclosing Party\u2019 shall mean the party to this Agreement that discloses Information, directly or indirectly to the Receiving Party under or in anticipation of this Agreement. \u2018Receiving Party\u2019 shall mean the party to this Agreement that receives Information, directly or indirectly from the Disclosing Party.\n3. Disclosure to employees\nThe Receiving Party may disclose the Confidential Information to those of its officers, employees (together, \u2018Authorised Persons\u2019) who: reasonably need to receive the Confidential Information to enable the Receiving Party to achieve the Permitted Purpose; have been informed by the Receiving Party (a) of the confidential nature of the Confidential Information and (b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement; in the case of the Receiving Party\u2019s officers and employees, have written confidentiality obligations to the Receiving Party that (a) are no less onerous than the provisions of this Agreement and (b) apply to the Confidential Information, and who have been instructed to treat the Confidential Information as confidential; have been provided with a copy of this Agreement and have agreed with the Receiving Party in writing to comply with the obligations of the Receiving Party under this Agreement, and that agreement provides that the Disclosing Party will be entitled to enforce the agreement as a third-party beneficiary; and in the case of the Receiving Party\u2019s solicitors, have confirmed that they will treat the Confidential Information as if it were the Receiving Party\u2019s confidential information and therefore subject to the rules of the Law Society concerning client information. The Receiving Party shall be responsible for taking reasonable action to ensure that its Authorised Persons comply with the Receiving Party\u2019s obligations under this Agreement and shall be liable to the Disclosing Party for any breach of this Agreement by such Authorised Persons.\n4. Disclosure to court\nTo the extent that the Receiving Party is required to disclose Confidential Information by order of a court or other public body that has jurisdiction over the Receiving Party, it maydo so. Before making such a disclosure the Receiving Party shall, if the circumstances permit: Inform the Disclosing Party of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); Ask the court or other public body to treat the Confidential Information as confidential; And Permit the Disclosing Party to make representations to the court or other public body in respect of the disclosure and/or confidential treatment of the Confidential Information.\n5. Exceptions to confidentiality obligations\nThe Receiving Party\u2019s obligations under clause 2 shall not apply to Confidential Information that:\nThe Receiving Party possessed before the Disclosing Party disclosed it to the Receiving Party; Is or becomes publicly known, other than as a result of breach of the terms of this Agreement by the Receiving Party or by anyone to whom the Receiving Party disclosed it; orThe Receiving Party obtains from a third-party, and the third-party was not under any obligation of confidentiality with respect to the Confidential Information; or Is developed by any of the Receiving Party\u2019s employees who have not had any direct or indirect access to, or use or knowledge of, the Disclosing Party\u2019s Confidential Information.\n6. Return of information and surviving obligations\n6.1 Subject to clause 6.2, the Receiving Party shall (a) at the Disclosing Party\u2019s request, and also (b) upon any termination of this Agreement: Return and provide to the Disclosing Party all documents and other materials that contain any of the Confidential Information, including all copies made by the Receiving Party representatives; Permanently delete all electronic copies of Confidential Information from the Receiving Party\u2019s computer systems; and Provide to the Disclosing Party a certificate, signed by an officer of the Receiving Party, confirming that the obligations referred to in clause 6.1 has been met.\n6.2 As an exception to its obligations under clause 6.1, the Receiving Party may retain one copy of the Confidential Information, in paper form, in the Receiving Party\u2019s legal files for the purpose of ensuring compliance with the Receiving Party\u2019s obligations under this Agreement. Following the date of any termination of this Agreement, or any return of Confidential information to the Disclosing Party (\u2018Final Date\u2019), (a) the Receiving Party shall make no further use of the Confidential Information, and (b) the Receiving Party\u2019s obligations under this Agreement shall otherwise continue in force without limit of time.\nGeneral\n7. The Receiving Party\n Acknowledges and agrees that all property, including intellectual property, in Confidential Information disclosed to it by the Disclosing Party shall remain with and be vested in the Disclosing Party and/or the Disclosing Parties Clients.\n8. This Agreement does not include, expressly or by implication, any representations, warranties or other obligations: To grant the Receiving Party any licence or rights other than as may be expressly stated\nIn this Agreement;\nTo require the Disclosing Party to disclose, continue disclosing or update any Confidential Information;To require the Disclosing Party to negotiate or continue negotiating with the Receiving Party with respect to any further agreement and either party may withdraw from such negotiations at any time without liability; nor As to the accuracy, efficacy, completeness, capabilities, safety or any other qualities Whatsoever of any information or materials provided under this Agreement.\n9. The validity,\n Construction and performance of this Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the courts of England and Wales, to which the parties to this Agreement submit.\nAgreed by the parties through their authorised signatories:\nFor and on behalf of For and on behalf of\n Imobisoft Limited --------------------------\n Name\n ------------------------------------------\n Signed\n ---------------------------------\n", "spans": [ [ 0, 24 ], [ 25, 26 ], [ 26, 65 ], [ 66, 75 ], [ 75, 125 ], [ 126, 360 ], [ 361, 366 ], [ 367, 440 ], [ 441, 461 ], [ 462, 551 ], [ 551, 759 ], [ 760, 784 ], [ 785, 815 ], [ 816, 1248 ], [ 1249, 1374 ], [ 1375, 1549 ], [ 1550, 1652 ], [ 1653, 1743 ], [ 1744, 2114 ], [ 2115, 2956 ], [ 2957, 3133 ], [ 3133, 3266 ], [ 3267, 3293 ], [ 3294, 3592 ], [ 3592, 3659 ], [ 3659, 3946 ], [ 3946, 4012 ], [ 4012, 4706 ], [ 4706, 4985 ], [ 4986, 5008 ], [ 5009, 5199 ], [ 5199, 5744 ], [ 5745, 5789 ], [ 5790, 5888 ], [ 5889, 6501 ], [ 6502, 6552 ], [ 6553, 6606 ], [ 6606, 6654 ], [ 6654, 7172 ], [ 7173, 7177 ], [ 7177, 7455 ], [ 7455, 7594 ], [ 7594, 7681 ], [ 7681, 7796 ], [ 7797, 7804 ], [ 7805, 7827 ], [ 7828, 7829 ], [ 7829, 8067 ], [ 8068, 8275 ], [ 8276, 8294 ], [ 8295, 8780 ], [ 8781, 8797 ], [ 8798, 8799 ], [ 8799, 9012 ], [ 9013, 9072 ], [ 9073, 9114 ], [ 9115, 9116 ], [ 9116, 9134 ], [ 9134, 9160 ], [ 9161, 9162 ], [ 9162, 9166 ], [ 9167, 9168 ], [ 9168, 9210 ], [ 9211, 9212 ], [ 9212, 9218 ], [ 9219, 9220 ], [ 9220, 9253 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 36, 38 ] }, "nda-15": { "choice": "Entailment", "spans": [ 45, 47, 48, 49 ] }, "nda-10": { "choice": "Entailment", "spans": [ 19 ] }, "nda-2": { "choice": "Entailment", "spans": [ 18 ] }, "nda-1": { "choice": "Entailment", "spans": [ 19 ] }, "nda-19": { "choice": "Entailment", "spans": [ 41, 43 ] }, "nda-12": { "choice": "Entailment", "spans": [ 33, 34 ] }, "nda-20": { "choice": "Entailment", "spans": [ 40 ] }, "nda-3": { "choice": "Entailment", "spans": [ 18, 19 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "Entailment", "spans": [ 15 ] }, "nda-8": { "choice": "Entailment", "spans": [ 30, 31 ] }, "nda-13": { "choice": "Entailment", "spans": [ 33, 34 ] }, "nda-5": { "choice": "Entailment", "spans": [ 23 ] }, "nda-4": { "choice": "Entailment", "spans": [ 14 ] } } } ], "document_type": "search-pdf", "url": "https://imobisoft.co.uk/wp-content/uploads/2017/07/NDA-standard.pdf" }, { "id": 217, "file_name": "NDA.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement is entered into by and between Frames Data Inc., a California corporation with a business address at 100 Avenue of the Americas, New York, New York 10013 (\u201cFDI\u201d), and ________________________________, a ______________ __________________ with a business address at __________________ (\u201cDeveloper\u201d).\nWHEREAS, FDI has compiled and maintains certain databases pertaining to ophthalmic frame style specifications which it updates and modifies from time to time that includes textual and graphic data relating to frames manufactured by various manufacturers (the \u201cData\u201d); Developer develops optical practice management software applications (the \u201cApplications\u201d) and wishes to obtain a sample of certain Data (the \u201cSample Data\u201d) for the sole purpose of assessing whether Developer can adapt the Applications to be compatible with the Sample Data (the \u201cPermitted Purpose\u201d); and FDI is willing to provide Developer with a sample of Sample Data for the Permitted Purpose for a limited time (the \u201cAssessment Period\u201d) on the terms and conditions set forth below;\nNOW, THEREFORE, in consideration of the mutual promises made below, the parties agree as follows:\n1. Non-Disclosure and Non-Use of Sample Data\na. Non-Use. Developer shall not use any Sample Data for any purpose other than the Permitted Purpose.\nb. Non-Disclosure. Except as provided in subsection (c) below, Developer shall not disclose any Sample Data to any third party or to its own employees, agents or professional advisors except employees, agents or professional advisors who are required to have the Sample Data to implement the Permitted Purpose. Developer shall have each employee to whom any Sample Data will be disclosed, or who will have access to Sample Data, sign a nondisclosure agreement that is substantially similar to this Agreement. Developer shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of the Sample Data, including, without limitation, using the highest degree of care that Developer uses to protect its own confidential information. Developer shall notify FDI in writing of any misuse or misappropriation of Sample Data immediately after it becomes aware of such misuse or misappropriation. Developer shall not reproduce any Sample Data in any form or store it in a retrieval system or database without FDI\u2019s prior written consent, except as Developer reasonably may require for the Permitted Purpose.\nc. Legal Compulsion. If Developer becomes legally compelled to disclose any Sample Data, Developer shall provide FDI with prompt prior written notice of such requirement so that FDI may seek a protective order or other appropriate remedy, or both, or waive compliance with the terms of this Agreement.\n2. Return of Sample Data. When the Assessment Period is over, if the parties have not agreed to go forward and sign a comprehensive agreement that permits Developer to use the Data to modify its Applications and pursuant to which FDI will provide Developer with the technical documents that are necessary for Developer to do so, Developer shall return to FDI or destroy all copies of the Sample Data in its possession or control.\n3. Term. Due to the valuable and proprietary nature of the Sample Data, the obligations assumed by Developer hereunder other than those stated in Section 1(c) shall be unlimited in time or territory.\n4. Ownership. Developer acknowledges that FDI owns the Sample Data and agrees not to challenge FDI\u2019s ownership of the Data or the Sample Data.\n5. Injunctive Relief. Developer agrees that money damages would not be an adequate remedy for unauthorized use or disclosure by it of any Sample Data, and that, in addition to all other remedies, Developer shall be entitled to specific performance and injunctive or other equitable relief as a remedy for Developer\u2019s unauthorized use or disclosure, without the requirement of posting any bond. In the event that FDI deems it appropriate to initiate any action to enforce the obligations of Developer under this Agreement, and should Developer be held to have breached this Agreement, Developer shall reimburse FDI for all costs and expenses, including reasonable attorneys\u2019 fees.\n6. Governing Law. This Agreement shall be governed by the laws of the State of New York without regard to its conflicts of laws provisions.\nFrames Data Inc.\nBy: _________________________\nName: Thomas Lamond\nTitle: President\n[Developer]\nBy: _________________________\nName: _______________________\nTitle: ________________________\n", "spans": [ [ 0, 24 ], [ 25, 45 ], [ 45, 222 ], [ 222, 256 ], [ 256, 273 ], [ 273, 352 ], [ 353, 1105 ], [ 1106, 1203 ], [ 1204, 1248 ], [ 1249, 1350 ], [ 1351, 1370 ], [ 1370, 1403 ], [ 1403, 1662 ], [ 1662, 1860 ], [ 1860, 2108 ], [ 2108, 2266 ], [ 2266, 2476 ], [ 2477, 2498 ], [ 2498, 2778 ], [ 2779, 2805 ], [ 2805, 3208 ], [ 3209, 3408 ], [ 3409, 3423 ], [ 3423, 3551 ], [ 3552, 3574 ], [ 3574, 3946 ], [ 3946, 4231 ], [ 4232, 4250 ], [ 4250, 4371 ], [ 4372, 4388 ], [ 4389, 4393 ], [ 4393, 4418 ], [ 4419, 4438 ], [ 4439, 4455 ], [ 4456, 4467 ], [ 4468, 4472 ], [ 4472, 4497 ], [ 4498, 4504 ], [ 4504, 4527 ], [ 4528, 4535 ], [ 4535, 4559 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 20 ] }, "nda-15": { "choice": "Entailment", "spans": [ 23 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Entailment", "spans": [ 6 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 21 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 20 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 11, 12 ] }, "nda-17": { "choice": "Entailment", "spans": [ 16 ] }, "nda-8": { "choice": "Entailment", "spans": [ 18 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 11, 12 ] }, "nda-4": { "choice": "Entailment", "spans": [ 9 ] } } } ], "document_type": "search-pdf", "url": "https://framesdata.com/documents/NDA.pdf" }, { "id": 219, "file_name": "NDATC.pdf", "text": "Mutual Non-Disclosure Agreement\nThis Mutual Non-Disclosure Agreement (\u201cAgreement\u201d) is effective as of the date of Company\u2019s electronic acceptance (\u201cEffective Date\u201d).\nKimberly-Clark Corporation and/or Kimberly-Clark Worldwide, Inc. and/or Kimberly-Clark Global Sales, LLC and/or one or more of Kimberly-Clark\u2019s other subsidiaries, affiliates or licensees (collectively ''K-C''); and Company desire to review or evaluate a subject of mutual interest (the \u201cPurpose\u201d).\nAccordingly, either party may find it desirable or necessary to disclose information which may be considered proprietary and confidential by the party making the disclosure (''Confidential Information''). Such Confidential Information will be disclosed for the Purpose and for no other purpose in accordance with the following understandings:\n1. Confidentiality Obligations. Each party shall maintain in confidence Confidential Information obtained from the other and use such Confidential Information only for the Purpose. Such Confidential Information shall be identified in writing and marked ''Confidential'' by the disclosing party or, if first presented orally or visually, shall be reduced to writing, the writing marked ''Confidential'' by the disclosing party and delivered to the receiving party within twenty (20) days of the oral or visual disclosure. Each party agrees to treat Confidential Information disclosed to it by the other with the same degree of care as it does in protecting its own confidential and proprietary information, and the Confidential Information shall be disclosed within the recipient party only on a need-to-know basis.\n2. Exceptions to Confidentiality Obligations. The obligations of confidentiality and non-use shall not apply to Confidential Information which the receiving party can document: (a) at the time of disclosure was generally known to the public or, after such disclosure, became generally known to the public other than by a breach of this Agreement by the receiving party; (b) was already in the possession of the receiving party at the time of such disclosure without an obligation of confidentiality; (c) was later received on a non-confidential basis by the receiving party from a third party having the right to impart such Confidential Information; or (d) is developed by an employee of the receiving party who did not have access to the Confidential Information. Confidential Information shall not be deemed to be within one or more of the foregoing exceptions merely because any part of such Confidential Information is embodied in general disclosures or because individual features, components or combinations are now or hereafter become publicly known.\n3. Compelled Disclosure. If any party becomes legally compelled to disclose Confidential Information of the other, the party so compelled shall promptly notify the other party and shall cooperate with the other party in securing a protective order or any similar action taken to maintain the confidentiality of such Confidential Information. The party so compelled shall disclose only that portion of the Confidential Information which it is legally required to furnish.\n4. Publicity. In addition to the foregoing obligations, the parties to this Agreement agree to consult with and obtain written permission from the other party prior to publishing or disseminating any advertising, promotion or other printed material, participating in seminar/symposia presentations or other activity which would disclose that they have participated in a review or evaluation of the Confidential Information, have a pending or actual business relationship and/or any details of that relationship.\n5. Return of Confidential Information. All written, printed, electronically stored or other tangible documents, samples and materials submitted by one party to the other hereunder, and all copies thereof remaining in the receiving party\u2019s possession, shall promptly be returned to the disclosing party and electronic media erased upon request or upon termination of this Agreement, except that a copy of each may be retained by the receiving party under appropriate security.\n6. No Additional Rights or Obligations. Nothing in this Agreement shall be understood as granting, expressly or by implication, any rights to either party under the patents, technical information or know-how of the other party except to the extent expressly set forth herein, nor as giving rise to any obligation on the part of either party to supply or to purchase any goods or services to the other party.\n7. Term; Termination. Either party may at any time upon written notice terminate this Agreement; otherwise participation by the parties in the review or evaluation shall end, and this Agreement shall terminate ten (10) years from the Effective Date.\n8. Survival. Termination of this Agreement for any reason shall not relieve either party of the obligations of confidentiality and non-use respecting Confidential Information disclosed to such party, which shall survive the termination of this Agreement for a period of ten (10) years, or in the case of a trade secret, such Confidential Information shall survive until the Confidential Information no longer qualifies as a trade secret.\n9. Independent Contractors. The parties hereto at all times remain independent contractors, and no express or implied representations to the contrary shall be made.\n10. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties hereto relating to the subject matter hereof. This Agreement may not be amended or modified except in writing signed by both parties.\n11. Assignment. This Agreement shall be binding upon the parties hereto and their successors in business, but shall not otherwise be assignable.\n12. Governing Law. This Agreement shall be governed by the laws of the State of Wisconsin, U.S.A. pertaining to contracts made and performed within that state, without recourse to any conflicts of laws principles.\n13. Electronic Acceptance. The electronic acceptance of Company shall be valid and binding as an original signature of Company.\nEND OF AGREEMENT\n", "spans": [ [ 0, 22 ], [ 22, 31 ], [ 32, 165 ], [ 166, 464 ], [ 465, 670 ], [ 670, 807 ], [ 808, 840 ], [ 840, 989 ], [ 989, 1329 ], [ 1329, 1622 ], [ 1623, 1669 ], [ 1669, 1800 ], [ 1800, 1993 ], [ 1993, 2123 ], [ 2123, 2277 ], [ 2277, 2389 ], [ 2389, 2681 ], [ 2682, 2707 ], [ 2707, 3024 ], [ 3024, 3152 ], [ 3153, 3167 ], [ 3167, 3664 ], [ 3665, 3704 ], [ 3704, 4140 ], [ 4141, 4181 ], [ 4181, 4548 ], [ 4549, 4571 ], [ 4571, 4798 ], [ 4799, 4812 ], [ 4812, 5236 ], [ 5237, 5265 ], [ 5265, 5401 ], [ 5402, 5424 ], [ 5424, 5556 ], [ 5556, 5643 ], [ 5644, 5660 ], [ 5660, 5788 ], [ 5789, 5808 ], [ 5808, 6002 ], [ 6003, 6030 ], [ 6030, 6130 ], [ 6131, 6147 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Contradiction", "spans": [ 23 ] }, "nda-15": { "choice": "Entailment", "spans": [ 25 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 8 ] }, "nda-19": { "choice": "Entailment", "spans": [ 29 ] }, "nda-12": { "choice": "Entailment", "spans": [ 11, 15 ] }, "nda-20": { "choice": "Entailment", "spans": [ 23 ] }, "nda-3": { "choice": "Entailment", "spans": [ 8 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 9 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 18 ] }, "nda-13": { "choice": "Entailment", "spans": [ 11, 14 ] }, "nda-5": { "choice": "Entailment", "spans": [ 9 ] }, "nda-4": { "choice": "Entailment", "spans": [ 5, 7, 21 ] } } } ], "document_type": "search-pdf", "url": "https://www.kimberly-clark.com/documents/NDATC.pdf" }, { "id": 220, "file_name": "NDATyre%20Plant.pdf", "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nbetween\nENVIROSERV WASTE MANAGEMENT LIMITED\nRegistration Number: 2008/021152/07\n(hereinafter \u201cEnviroServ\u201d)\nand\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\nRegistration Number: \u2026./\u2026\u2026/..\n(hereinafter \u201cProspective Buyer\u201d)\ntogether ( with their subsidiaries, holding companies and fellow subsidiaries) shall comprise the Parties.\n1. INTRODUCTION\n1.1 The parties are discussing certain matters which will require the disclosure to one another of information of a proprietary, secret and confidential nature relating to the purchase of EnviroServ\u2019s Tyre Plant business, subsidiary company EnviroServ Polymer Solutions and the property situated at 5 Glucose Way, Bellville, Cape Town.\n1.2 The parties will, subject to successful conclusion of such investigation and discussions, enter into an agreement.\n1.3 Pending investigation the parties wish to maintain confidentiality regarding the information disclosed by them respectively.\n1.4 For the purposes of this agreement, the party disclosing, such information shall be referred to as \"the disclosing party\" and the party receiving such information shall be referred to as \"the receiving party\".\n1.5 The parties wish to record the terms and conditions upon which they are prepared to disclose such information to one another.\n2. THE INFORMATION\n\"Information\" shall for the purpose of this agreement include, without limitation, any technical, commercial, scientific information, know-how, trade secrets, processes, machinery, designs, drawings, technical specifications, data in whatever form and information referred to in clause 1 (introduction) hereinabove communicated to the receiving party or acquired by the receiving party from the disclosing party during the course of the parties' association with one another.\n3. DISCLOSURE OF INFORMATION\n3.1 The parties agree to disclose the information to one another.\n3.2 The parties acknowledge that the information is a valuable, special and unique asset proprietary to the disclosing party.\n3.3 The parties agree that they will not, during the course of their association with one another or, thereafter, disclose the information to any third party for any reason or purpose whatsoever without the prior written consent of the disclosing party, save in accordance with the provisions of this agreement.\n3.4 Notwithstanding anything to the contrary contained, in this agreement the parties agree that the information may be disclosed by the receiving party to its professional advisors, agents and consultants, for the purposes of evaluating the investigation and enter into an agreement as contemplated in clause 1 (introduction), providing that the receiving party takes whatever steps are necessary to procure that such professional advisors, agents and consultants agree to abide by the terms of this agreement to prevent the unauthorised disclosure of the information to third parties.\n3.5 The receiving party agrees:\n3.5.1 not to utilise, employ, exploit or in any other manner whatsoever use the information disclosed pursuant to the provisions of this agreement for any purpose without the prior express written consent of the disclosing party.\n3.5.2 that the unauthorised disclosure of the information to a third party may cause irreparable loss, harm and damage to the disclosing party. Accordingly, the receiving party indemnifies and holds the disclosing party harmless against any loss, action, claim, harm or damage, of whatever nature, suffered by the disclosing party pursuant to a breach by the receiving party of the provisions of this agreement,\n4. TITLE\nAll information disclosed by the disclosing party to the receiving party is acknowledged by the receiving party:\n4.2 not to confer any rights of whatever nature in such information to the receiving party.\n5. RESTRICTIONS ON DISCLOSURE AND USE OF THE INFORMATION\n5.1 The receiving party may disclose the information only to its officers, employees and professional advisors and then only on a strictly need-to-know basis.\n5.2 The receiving party undertakes not to use the information for purpose other than:\n5.2.1 that for which it is disclosed; and\n5.2.2 in accordance with the provisions of this agreement.\n6. STANDARD OF CARE\nThe parties agree that they shall protect the information disclosed pursuant to the provisions of this agreement using the same standard of care that each party applies to its own proprietary, secret or confidential information and that the information shall be stored and handled in such a way as to prevent any unauthorised disclosure thereof.\n7. RETURN OF INFORMATION\n7.1 The disclosing party may at any time, request the receiving party to return any material containing, pertaining to or relating to information disclosed pursuant to the terms of this agreement and may, in addition request the receiving party to furnish a written statement to the effect that, upon such return, the receiving party has not retained in possession, or under its control, either directly or indirectly, any such material.\n7.2 As an alternative to the return of the material contemplated in 7.1 above, the receiving party shall, at the instance of the disclosing party, destroy such material and furnish the disclosing party with a written statement to the effect that all such material has been destroyed.\n7.3 The receiving party shall comply with a request, in terms of this clause 7, within 7 days of receipt of such a request,\n8. EXCLUDED INFORMATION\nThe obligations of the parties pursuant to the provisions of this agreement shall not apply to any information that:\n8.1 is known to or in possession of the receiving party prior to disclosure thereof by the disclosing party;\n8.2 is or becomes publicly known, otherwise then pursuant to a breach of this agreement;\n8.3 is developed independently of the disclosing party by the receiving party;\n8.4 is disclosed by the receiving party to satisfy the order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the receiving party shall advise the disclosing party in writing prior to such disclosure to enable the disclosing party to take whatever steps it deems necessary to protect its interests in this regard, provided further that the receiving party will disclose only that portion of the information which it is legally required to disclose and the receiving party will use its reasonable endeavours to protect the confidentiality of such information to the widest extent possible in the circumstances;\n8.5 is disclosed to a third party pursuant to the prior written authorization from the disclosing party;\n8.6 is received from a third party in circumstances that do not result in a breach of the provisions of this agreement.\n9. TERM\n9.1 This agreement shall be deemed to have commenced upon the date of last signing hereof and it shall continue to bind the parties for 3 (three) years after its termination.\n9.2 This agreement shall be deemed to have become terminated in the event of the following (whichever happens the sooner):\n9.2.1 the discussions between the parties being unsuccessful and accordingly breaking down; or\n9.2.2 an agreement between the parties being concluded regarding their future relationship; or\n9.2.3 in any event not later than one year after signing hereof unless extended by mutual agreement.\n9.3 This clause will survive the cancellation of this agreement for whatever reason.\n10. ARBITRATION\nAny dispute arising out of or in connection with the provisions of this agreement shall be referred to arbitration and determined in accordance with the Arbitration Act 42 of 1965, as amended from time to time,\n11. REPRESENTATIONS AND WARRANTIES\n11.1 Each party represents and warrants that it has the authority necessary to enter into this agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this agreement.\n11.2 The disclosing party warrants that:\n11.2.1 disclosure of the information to the receiving party will not result in a breach of any other agreement to which it is a party;\n11.2.2 will, to the best of its knowledge and belief, not infringe the rights of any third party and the disclosing party hereby indemnifies and holds the receiving party harmless against any liability for third party claims on such a basis.\n12. ADDITIONAL ACTION\nEach party to this agreement shall execute and deliver such other documents and do such other acts and things as may be necessary or desirable to give effect to the terms and provisions of this agreement.\n13. AMENDMENTS\nNo amendment, interpretation or waiver of any of the provisions of this agreement shall be effective unless reduced writing and signed by both the parties.\n14. ENFORCEMENT\nThe failure to enforce or to require the performance at any time of any of the provisions of this agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this agreement or any part hereof or the right of any party to enforce the provisions of this agreement.\n15. HEADINGS\nThe headings of the clauses in this agreement are used for convenience only and shall not affect the meaning or construction of the contents of this agreement.\n16. ENTIRE AGREEMENT\nThis agreement contains the entire agreement of the parties with respect to the subject matter of this agreement and supersedes all prior agreements between the parties, whether written or oral with respect to the subject matter of this agreement.\n17. GOVERNING LAW\nThis agreement and the relationship of the parties in connection with the subject matter of this agreement shall be governed and determined in accordance with the laws of South Africa.\n18. POSTAL ADDRESSES\n18.1 Any written notice in connection with this agreement may be addressed:\n18.1.1 In the case of EnviroServ\naddress P.O. Box 1547, Bedfordview 2008\ntelefax no (011) 454 6015\nattention The financial director\n18.1.2 In the case of PROSPECTIVE BUYER\naddress\ntelefax no\nattention\n18.2 The notice shall be deemed to have been duly given:\n18.2.1 7 days after posting, if posted by registered post to the party's address in terms of this sub-clause;\n18.2.2 on delivery, if delivered to the party's physical address in terms of either this sub-clause or the next sub-clause dealing with service of legal documents;\n18.2.3 on despatch, if sent to the party's then telefax number and confirmed by registered letter posted no later than the next business day, unless the addressor is aware, at the time the notice would otherwise be deemed to have been given, that the notice is unlikely to have been received by the addressee through no act or omission of the addressee.\n18.3 A party may change that party's address for this purpose, by notice in writing to the other party. No notice shall be necessary in respect of a new or changed telefax number.\n19. ADDRESS FOR SERVICE OF LEGAL DOCUMENTS\n19.1 The parties choose the following physical addresses at which documents in legal proceedings in connection with this agreement may be served (ie their domicilium citandi executandi)\n19.1.1 EnviroServ :\nEnviroServ Holdings Limited\nBrickfield Road\nMeadowdale\nGermiston\n19.1.2 PROSPECTIVE BUYER :\n19.2 A party may change that party's address for this purpose to another physical address in the Republic of South Africa, by notice in writing, to the other party.\n20. COSTS\n20.1 Each party shall bear that party's own legal costs of and incidental to the negotiation, preparation, setting, signing and implementation of this agreement.\n20.2 Any costs, including attorney and own client cost, incurred by either party arising out of the breach by the other party of any of the provisions of this agreement shall be borne by the party in breach,\n21. SEVERABILITY\nIn the event at any one or more of the provisions of this agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement and this agreement shall be construed as if such invalid, illegal or unenforceable provision was not a part of this agreement, and the agreement shall be carried out as nearly as possible in accordance with its original terms and intent.\nSIGNED AT THIS THE \u2026\u2026\u2026. DAY OF \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\u2026\nOn behalf of EnviroServ\n1. ...................................\u2026\u2026. ............................................................\n2. ...................................\u2026\u2026. ............................................................\nSIGNED AT THIS THE \u2026\u2026\u2026. DAY OF\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\u2026\u2026\u2026..\u2026\nOn behalf of PROSPECTIVE BUYER\n1. ...................................\u2026\u2026.\n2. ...................................\u2026\u2026. ............................................................\n", "spans": [ [ 0, 44 ], [ 45, 52 ], [ 53, 88 ], [ 89, 124 ], [ 125, 151 ], [ 152, 155 ], [ 156, 180 ], [ 181, 210 ], [ 211, 244 ], [ 245, 351 ], [ 352, 367 ], [ 368, 372 ], [ 372, 703 ], [ 704, 708 ], [ 708, 822 ], [ 823, 951 ], [ 952, 956 ], [ 956, 1165 ], [ 1166, 1170 ], [ 1170, 1295 ], [ 1296, 1314 ], [ 1315, 1790 ], [ 1791, 1819 ], [ 1820, 1824 ], [ 1824, 1885 ], [ 1886, 1890 ], [ 1890, 2011 ], [ 2012, 2016 ], [ 2016, 2323 ], [ 2324, 2910 ], [ 2911, 2915 ], [ 2915, 2942 ], [ 2943, 3172 ], [ 3173, 3317 ], [ 3317, 3584 ], [ 3585, 3593 ], [ 3594, 3706 ], [ 3707, 3798 ], [ 3799, 3855 ], [ 3856, 3860 ], [ 3860, 4014 ], [ 4015, 4019 ], [ 4019, 4100 ], [ 4101, 4142 ], [ 4143, 4201 ], [ 4202, 4221 ], [ 4222, 4567 ], [ 4568, 4592 ], [ 4593, 4597 ], [ 4597, 5030 ], [ 5031, 5035 ], [ 5035, 5314 ], [ 5315, 5319 ], [ 5319, 5438 ], [ 5439, 5462 ], [ 5463, 5579 ], [ 5580, 5688 ], [ 5689, 5777 ], [ 5778, 5856 ], [ 5857, 6578 ], [ 6579, 6683 ], [ 6684, 6803 ], [ 6804, 6811 ], [ 6812, 6816 ], [ 6816, 6986 ], [ 6987, 6991 ], [ 6991, 7109 ], [ 7110, 7204 ], [ 7205, 7299 ], [ 7300, 7400 ], [ 7401, 7405 ], [ 7405, 7485 ], [ 7486, 7501 ], [ 7502, 7712 ], [ 7713, 7747 ], [ 7748, 7956 ], [ 7957, 7962 ], [ 7962, 7997 ], [ 7998, 8132 ], [ 8133, 8374 ], [ 8375, 8396 ], [ 8397, 8601 ], [ 8602, 8616 ], [ 8617, 8772 ], [ 8773, 8788 ], [ 8789, 9102 ], [ 9103, 9115 ], [ 9116, 9275 ], [ 9276, 9296 ], [ 9297, 9544 ], [ 9545, 9562 ], [ 9563, 9747 ], [ 9748, 9768 ], [ 9769, 9774 ], [ 9774, 9844 ], [ 9845, 9852 ], [ 9852, 9877 ], [ 9878, 9917 ], [ 9918, 9943 ], [ 9944, 9954 ], [ 9954, 9976 ], [ 9977, 9984 ], [ 9984, 10016 ], [ 10017, 10024 ], [ 10025, 10035 ], [ 10036, 10045 ], [ 10046, 10051 ], [ 10051, 10102 ], [ 10103, 10212 ], [ 10213, 10376 ], [ 10377, 10730 ], [ 10731, 10736 ], [ 10736, 10835 ], [ 10835, 10910 ], [ 10911, 10953 ], [ 10954, 10959 ], [ 10959, 11139 ], [ 11140, 11159 ], [ 11160, 11187 ], [ 11188, 11203 ], [ 11204, 11214 ], [ 11215, 11224 ], [ 11225, 11251 ], [ 11252, 11257 ], [ 11257, 11416 ], [ 11417, 11426 ], [ 11427, 11432 ], [ 11432, 11588 ], [ 11589, 11594 ], [ 11594, 11796 ], [ 11797, 11813 ], [ 11814, 12304 ], [ 12305, 12329 ], [ 12329, 12349 ], [ 12350, 12373 ], [ 12374, 12416 ], [ 12416, 12476 ], [ 12477, 12519 ], [ 12519, 12579 ], [ 12580, 12604 ], [ 12604, 12625 ], [ 12626, 12656 ], [ 12657, 12698 ], [ 12699, 12741 ], [ 12741, 12801 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 36, 37 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 21 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 64, 71 ] }, "nda-12": { "choice": "Entailment", "spans": [ 55, 58 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 49 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 29, 40 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 55, 59 ] }, "nda-13": { "choice": "Entailment", "spans": [ 55, 61 ] }, "nda-5": { "choice": "Entailment", "spans": [ 40 ] }, "nda-4": { "choice": "Entailment", "spans": [ 28, 31, 32, 42, 43, 44 ] } } } ], "document_type": "search-pdf", "url": "http://international.go-dove.com/data/Auctions/Auction19472/documents/NDATyre%20Plant.pdf" }, { "id": 221, "file_name": "NDA_118.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (\u201cNDA\u201d) between MAGNET FORENSICS, INC. (\u201cMagnet Forensics\u201d), with headquarters at 156 Columbia Street West, Waterloo, Ontario, Canada and XXXX (\u201cParticipant\u201d) with headquarters at __[address]__ is intended to define each party\u2019s obligations respecting the treatment of certain disclosed information and shall be effective as of XXXX (\u201cEffective Date\u201d).\n1. DEFINITIONS.\na. \u201cConfidential Information\u201d means any information regardless of form or medium, whether tangible or intangible, including any copies or fixations made thereof that is disclosed (or to which the Recipient is otherwise provided access) by Discloser that is proprietary or confidential to Discloser or its affiliated companies or to their respective customers, suppliers or other business partners including, without limitation, information that specifies, concerns or is related to Discloser\u2019s intellectual property, trade secrets, business operations, finances, customers, technical know-how, prototypes, designs, processes, products, services, or the development, testing or commercial exploitation of any of the foregoing that is either specifically identified as confidential prior to or at the time of its disclosure or that would reasonably be considered by a person knowledgeable in the industry to be proprietary or confidential in nature because of legends or other markings on the information, the circumstances of disclosure or the nature of the information itself.\nb. \u201cDiscloser\u201d means the party disclosing information.\nc. \u201cRecipient\u201d means the party receiving the disclosed Confidential Information.\n2. TERM AND PROTECTION PERIODS. This NDA shall commence upon the Effective Date and shall continue for a period of one (1) year unless sooner terminated in writing by either party. This NDA will automatically renew for subsequent one (1) year periods on the anniversary of the Effective Date, unless otherwise terminated in writing by either party. All obligations contained herein shall continue to bind the parties, their successors and permitted assigns and representatives, until the latter of (a) expiry or termination of this NDA or (b) three years from disclosure to Recipient.\n3. CONFIDENTIALITY OBLIGATIONS.\na. Recipient shall hold Confidential Information in confidence and use, reproduce and disclose the Confidential Information only to the extent reasonably required to facilitate a business relationship between the parties (the \u201cPurpose\u201d).\nb. Recipient shall protect the Confidential Information using the same degree of care that Recipient uses to protect its own confidential information of a similar nature to prevent the unauthorized use, reproduction or disclosure of the Confidential Information. Such care shall not be less than a reasonable degree of care. Recipient shall not disclose the Confidential Information to any employees, contractors, or third parties except to those employees, contractors or third parties who have a need to know the Confidential Information to fulfill the Purpose, provided that: (i) Recipient shall be vicariously\nliable for any act or omission of such employees, contractors or third parties respecting the Confidential Information, (ii) such employee, contractor or third party has been advised of the confidentiality obligations contained in this NDA and has either agreed in writing to be bound by the obligations of this NDA, or has entered into a binding written obligation of confidentiality with the Recipient that affords substantially similar protection of the Confidential Information.\nc. Recipient agrees that it shall not alter, modify, adapt, create derivative works, translate, deface, decompile, disassemble, convert into human readable form, or reverse engineer all, or any part, of any materials to which it is provided access by Discloser.\nd. Each party will promptly advise the other in writing of any misappropriation or misuse by any person of such Confidential Information of which it may become aware.\n4. EXCLUSIONS. Information that Recipient can establish: (a) was lawfully in Recipient's possession before receipt from Discloser without any confidentiality obligation attached thereto; or (b) is or becomes a matter of public knowledge through no fault of Recipient; or (c) was independently developed or discovered by Recipient without use of any Confidential Information obtained from Discloser, shall not be considered Confidential Information under this NDA. Additionally, it shall not be considered a breach of this NDA if Recipient discloses Confidential Information if and only to the extent: (i) it is required to do so by law provided that Recipient gives Discloser sufficient notice to enable it to seek an order limiting or precluding such disclosure; or (ii) Discloser gives its prior written authorization to do so which is signed by an officer of the Discloser, provided that Recipient complies with the disclosure parameters set forth in such authorization.\n5. RETURN OF CONFIDENTIAL INFORMATION. At the Discloser\u2019s request, the Recipient shall promptly return any or all Confidential Information received from the Discloser (including, without limitation, any summaries or copies or Confidential Information) or will certify through an officer of the Recipient that all Confidential Information received from the Discloser, and any summaries or copies thereof, have been destroyed. For greater certainty, failure of the Discloser to make such request of Recipient shall not entitle Recipient to make any further use of the Confidential Information or otherwise extend Recipient\u2019s rights set forth herein after expiration or termination of this NDA and Recipient specifically agrees to cease any further use of Discloser\u2019s Confidential Information in such event.\n6. NO RESTRICTIONS ON GENERAL KNOWLEDGE. The Participant acknowledges that Magnet Forensics may develop information internally, or receive information from other parties, that is similar to their Confidential Information. Nothing in this NDA shall prohibit Magnet Forensics from developing products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Participant\u2019s Confidential Information provided that Magnet Forensics does not violate any of its obligations under this NDA. The parties agree that because of exposure to Participant\u2019s Confidential Information, employees of Magnet Forensics may gain or enhance their general knowledge, skills and experience (including ideas, concepts, know-how and techniques) related to Participant's business (\"General Knowledge\"). The subsequent use by these employees of such General Knowledge as retained in their unaided memories, without reference to Confidential Information in written, electronic or other fixed form, shall not constitute a breach of this NDA. Magnet Forensics shall have no obligation to limit or restrict the assignment of employees or to pay royalties for any work resulting from the use of such General Knowledge.\n7. RIGHTS. All right, title and interest in and to the Confidential Information is and shall remain with the Discloser, and no rights to the Confidential Information are granted under this NDA other than the rights expressly granted in Section 3. Recipient shall not acquire any ownership right, interest or title in or to the Confidential Information or any intellectual property rights therein or the right to obtain or apply for such rights under this NDA.\n8. REMEDIES. Recipient acknowledges that the Confidential Information has been developed at significant cost and has significant commercial value to Discloser, and Recipient agrees that disclosure or inappropriate use of the Confidential Information could cause Discloser irreparable harm. Recipient agrees therefore that Discloser will have the right to seek, in addition to any of its other rights and remedies under law and equity, injunctive relief for any violation of this NDA without posting bond or by posting bond at the lowest amount required by law.\n9. NO WARRANTY. This NDA shall not obligate either party to disclose any Confidential Information to the other party or enter into any further agreement or business arrangement with the other party. ANY INFORMATION EXCHANGED UNDER THIS NDA IS PROVIDED \"AS IS\". Discloser makes no representation, warranty or guarantee whatsoever about the Confidential Information.\n10. GOVERNING LAW. Without regard to conflict of law provisions, this NDA is governed by and will be construed in accordance with the laws of the Province of Ontario and the parties submit to the exclusive jurisdiction of the courts of the Province of Ontario in relation to all matters pertaining to or arising out of this NDA.\n11. ENTIRE AGREEMENT. This NDA constitutes the entire agreement of the parties with respect to the subject matter of this NDA and cancels and supersedes any prior discussions, correspondence, understandings, agreements, or communications of any nature relating to the subject matter of this NDA.\n12. GENERAL PROVISIONS.\na. All additions or modifications to this NDA must be made in writing and must be signed by an officer of both parties.\nb. No waiver by either party of a breach or omission by the other party under this NDA shall be binding on the waiving party unless it is expressly made in writing and signed by an officer of the waiving party. Waiver by a party of an individual breach or omission by the other party shall not affect or impair the rights of the waiving party in respect of any subsequent breach or omission of the same or different kind.\nc. If a court of competent jurisdiction declares any provision in this NDA invalid or unenforceable, such invalidity or unenforceability shall have no effect on the remainder of the NDA which shall remain in full force.\nd. Recipient may not export any Confidential Information unless Recipient complies with all applicable export laws.\ne. This NDA does not create any agency or partnership relationship between the parties.\nf. Participant may not assign this NDA without the express prior written authorization of Magnet Forensics. Subject to the foregoing, this NDA shall inure to the benefit of and be binding upon the parties, their successors and assigns.\ng. This NDA may be signed in two or more counterparts each of which together will be deemed to be an original and all of which together will constitute one and the same instrument. Signing of this NDA and transmission by facsimile document transfer will be acceptable and binding upon the parties hereto.\nIN WITNESS WHEREOF, the undersigned have executed this NDA.\nMAGNET FORENSICS, INC. [Participant]\nPer: Per:\nTitle: Title:\nDate: Date:\n", "spans": [ [ 0, 24 ], [ 25, 94 ], [ 94, 407 ], [ 408, 423 ], [ 424, 1500 ], [ 1501, 1555 ], [ 1556, 1636 ], [ 1637, 1669 ], [ 1669, 1818 ], [ 1818, 1986 ], [ 1986, 2135 ], [ 2135, 2176 ], [ 2176, 2221 ], [ 2222, 2253 ], [ 2254, 2491 ], [ 2492, 2755 ], [ 2755, 2817 ], [ 2817, 3071 ], [ 3071, 3105 ], [ 3106, 3226 ], [ 3226, 3588 ], [ 3589, 3850 ], [ 3851, 4017 ], [ 4018, 4033 ], [ 4033, 4075 ], [ 4075, 4208 ], [ 4208, 4289 ], [ 4289, 4482 ], [ 4482, 4619 ], [ 4619, 4785 ], [ 4785, 4991 ], [ 4992, 5031 ], [ 5031, 5417 ], [ 5417, 5796 ], [ 5797, 5838 ], [ 5838, 6019 ], [ 6019, 6372 ], [ 6372, 6665 ], [ 6665, 6901 ], [ 6901, 7074 ], [ 7075, 7086 ], [ 7086, 7322 ], [ 7322, 7534 ], [ 7535, 7548 ], [ 7548, 7825 ], [ 7825, 8095 ], [ 8096, 8112 ], [ 8112, 8295 ], [ 8295, 8357 ], [ 8357, 8460 ], [ 8461, 8480 ], [ 8480, 8789 ], [ 8790, 8812 ], [ 8812, 9085 ], [ 9086, 9109 ], [ 9110, 9229 ], [ 9230, 9441 ], [ 9441, 9651 ], [ 9652, 9871 ], [ 9872, 9987 ], [ 9988, 10075 ], [ 10076, 10184 ], [ 10184, 10311 ], [ 10312, 10493 ], [ 10493, 10616 ], [ 10617, 10676 ], [ 10677, 10700 ], [ 10700, 10713 ], [ 10714, 10723 ], [ 10724, 10737 ], [ 10738, 10749 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 21 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 41, 42 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 4 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 4 ] }, "nda-19": { "choice": "Entailment", "spans": [ 10, 11, 12 ] }, "nda-12": { "choice": "Entailment", "spans": [ 23, 24, 27, 36 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 32 ] }, "nda-3": { "choice": "Entailment", "spans": [ 4 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 17 ] }, "nda-17": { "choice": "Entailment", "spans": [ 14 ] }, "nda-8": { "choice": "Entailment", "spans": [ 28, 29 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 17 ] }, "nda-4": { "choice": "Entailment", "spans": [ 14 ] } } } ], "document_type": "search-pdf", "url": "https://www.magnetforensics.com/wp-content/uploads/2018/01/NDA_118.pdf" }, { "id": 222, "file_name": "NDA_22.pdf", "text": "RECIPROCAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nbetween Mr Seller Trading as FIRST PARTY (hereafter referred to as \u201cFP\u201d) a close corporation incorporated in South Africa trading from Coachmans Centre Nomansland, Republic of South Africa\nand\n______SECOND PARTY_________________________________ (here in after referred jointly and severally referred to as \"the SP\")\nwith domicilium citandi et executandi at\n1. INTERPRETATION\nIn this agreement -\n1.1 \"confidential information\" \u2013\nis information which is confidential to FP and includes but is not limited to:\n1.1.1 any information in respect of know-how, formulae, statistics, processes, systems, business methods, marketing, trading and merchandising methods and information, promotional and advertising plans and strategies, financial plans and models, inventions, long-term plans, research and development data, user or consumer data and profiles, ideas, computer programmes, drawings and any other information of a confidential nature of FP, in whatever form it may be;\n1.1.2 the contractual business and financial arrangements between FP and other Parties with whom it has business arrangements of whatever nature;\n1.1.3 all information peculiar to FP that is not readily available to a competitor of FP in the ordinary course of business;\n1.1.4 the fact of and content of the discussions between the Parties referred to in 2.1 below as well as the existence and content of this agreement and any other agreement that the Parties hereto might conclude;\n1.1.5 all other matters of a confidential nature that relate to FP's business;\n1.1.6 generally, information that is disclosed in circumstances of confidence or would be understood by the Parties, exercising reasonable business judgement, to be confidential;\nbut does not include information that\n1.1.7 is or hereafter becomes part of the public domain, otherwise than as a result of a breach or default of the SP or of a representative or affiliate of the SP;\n1.1.8 can be shown to have been lawfully in the possession of the SP or its affiliates prior to its disclosure and is not subject to an existing agreement between the Parties or any of its affiliates;\n1.1.9 is acquired by a party or its affiliates independently from a third party who lawfully acquired such information without restriction and who had not previously obtained the confidential information directly or indirectly under a confidentiality obligation from FP or its affiliates;\n1.1.10 is acquired or developed by a party or its affiliates independently of the other party and in circumstances which do not amount to a breach of the provisions of this agreement;\n1.1.11 is disclosed or released by the SP to satisfy an order of a court of competent jurisdiction or to otherwise comply with the provisions of any law or regulation in force at the time or the requirements of any recognised stock exchange; provided that, in these circumstances, the SP shall advise FP to take whatever steps it deems necessary to protect its interests in this regard and provided further that the SP will disclose only that portion of the confidential information which it is legally required to so disclose; and the SP will use its reasonable endeavours to protect the confidentiality of such information to the widest extent lawfully possible in the circumstances (and the SP shall co-operate with FP if FP elects to contest any such disclosure);\n1.2 \u201cFP\u201d \u2013\nthe party disclosing confidential information in terms of this agreement;\n1.3 \u201cSP\u201d \u2013\nthe party receiving confidential information in terms of this agreement;\n1.4 \u201cthe Parties\u201d \u2013\nFP and the SP.\n2. PREAMBLE\nThe parties hereby declare that:\n2.1 The Parties are conducting discussions with a view to concluding one or various agreements relative to the sale of FP to the SP.\n2.2 The Parties anticipate that FP will disclose confidential information to the SP in the course of their discussions.\n2.3 If the confidential information so disclosed is used by the SP for any purpose other than that for which its use is authorised in terms of this agreement or is disclosed or disseminated by the SP to another person or entity which is not a party to this agreement, this may cause FP to suffer damages and material financial loss.\n2.4 The Parties have agreed to enter into this confidentiality and non-disclosure agreement, in the absence of which neither party would have disclosed any of its confidential information to the other.\n3. USE OF CONFIDENTIAL INFORMATION\nAny confidential information disclosed by a FP shall be received and used by the SP only for the limited purpose described in 2.1 above and for no other purpose.\n4. NON-DISCLOSURE\n4.1 The SP undertakes to FP that -\n4.1.1 the SP will treat FP's confidential information as private and confidential and safeguard it accordingly;\n4.1.2 the SP will not use (except as permitted in 3 above) or disclose or divulge or copy or reproduce or publish or circulate or reverse or engineer and/or decompile or otherwise transfer, whether directly or indirectly, the confidential information of the other party to any other person or entity; and the SP shall take all such steps as may be reasonably necessary to prevent FP's confidential information failing into the hands of unauthorised persons or entities;\n4.1.3 the SP shall not disclose the confidential information of FP to any employee, consultant, professional adviser, contractor or sub-contractor or agent of the SP (collectively referred to herein as \"representative\") of the SP or an affiliate of the SP, nor shall they be given access thereto by the SP\n4.1.3.1 unless it is strictly necessary for the purposes referred to in 2.1 above; and\n4.1.3.2 the SP shall have procured that the representative or affiliate to whom or to which such information is disclosed or made available shall have agreed to be bound by all the terms of this agreement,\nand, in such event, the SP hereby indemnifies FP against any loss, harm or damage which FP may suffer as a result of the unauthorised disclosure 'of confidential information by a representative or affiliate.\n4.2 Any documentation or written record or other material containing confidential information (in whatsoever form) that comes into the possession of the SP shall itself be deemed to form part of the confidential information of FP. The SP shall, on request, and in any event if the discussions referred to in 2.1 above should not result in an agreement, return to FP all of FP's confidential information which is in physical form (including all copies) and shall destroy any other records (including, without limitation, those in machine readable form) as far as they contain FP's confidential information.\n5. DURATION\nThis agreement shall commence on the date of signature of this agreement by the last party to sign the agreement and shall remain in force indefinitely thereafter (and, in any event, beyond the term of this agreement).\n6. RELATIONSHIP OF THE PARTIES\n6.1 FP shall not be obliged, by reason of this agreement, to disclose any of its confidential information to the SP or to enter into any further agreement or business relationship with the other party.\n6.2 Each party shall retain the sole and exclusive ownership of intellectual property rights to its respective confidential information and no license or any other interest in such confidential information is granted in terms hereof or by reason of its disclosure.\n6.3 Other than the obligations set out in this agreement, no legal obligation shall arise between the Parties until signature of legal agreements between them in regard to the transaction envisaged in 2.1 above.\n6.4 The termination of discussions without entering into an agreement in regard to the transaction envisaged in 2.1 above shall not release the Parties from the obligations set out in this agreement.\n7. ENFORCEMENT, GOVERNING LAWS AND JURISDICTION\n7.1 This agreement shall be governed by and interpreted according to the laws of the Republic of South Africa, without reference to the choice of laws' provisions of the Republic of South Africa.\n7.2\n7.3 The Parties irrevocably submit to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Division, in respect of any action or proceeding arising from this agreement.\n7.4 The Parties agree that, in the event of a breach of this agreement, monetary damages would not be an adequate remedy and that the plaintiff part shall be entitled to injunctive relief in any court of competent jurisdiction and be reimbursed for any costs, claims, demands or liabilities arising directly or indirectly out of a breach. Nothing contained in this agreement shall be construed as prohibiting a party or its affiliate from pursuing any other remedies available to it for a breach or threatened breach.\n8. DOMICILIUM\n8.1 The Parties choose as their domiciliae the addresses indicated in the heading to this agreement for the purposes of giving any notice, the payment of any sum, the serving of any process and for any other purpose arising from this agreement.\n8.2 Each of the Parties shall be entitled from time to time, by written notice to the other, to vary its domicilum to any other address which is not a post office box or poste restante.\n8.3 Any notice required or permitted to be given in terms of this agreement shall be valid and effective only if in writing.\n8.4 Any notice given and any payment made by one party to the other (\"the addressee\") which \u2013\n8.4.1 is delivered by hand during the normal business hours of the addressee at the addressee's domicillum for the time being shall be presumed, until the contrary is proved, to have been received by the addressee at the time of delivery;\n8.4.2 is posted by prepaid registered post from an address within the Republic of South Africa to the addressee at the addressee's domicilium for the time being shall be presumed, until the contrary is proved, to have been received by the addressee on the fourth day after the date of posting;\n8.4.3 is transmitted by facsimile to the addressee's receiving machine shall be presumed, until the contrary is proved, to have been received within one (1) hour of transmission where it is transmitted during normal business hours or, if transmitted outside normal business hours, within one (1) hour of the resumption of normal business hours on the next normal business day.\n9. GENERAL\n9.1 No party shall be bound by any representation, warranty, undertaking, promise or the like not recorded in this agreement.\n9.2 No addition to, variation or agreed cancellation of this agreement shall be of any force or effect unless in writing and signed by or on behalf of the Parties.\n9.3 Any indulgence which either party may show to the other in terms of or pursuant to the provisions contained in this agreement shall not constitute a waiver of any of the rights of the party which granted such indulgence.\n9.4 The Parties acknowledge that this agreement and the undertakings given by it in terms hereof are fair and reasonable in regard to their nature, extent and period and go no further than is reasonably necessary to protect the interests of the Parties.\n9.5 The Parties agree that, if any provision of this agreement is found by a court to be invalid, void or unenforceable, the remaining provisions shall remain in full force and effect.\n9.6 The Parties hereby confirm that they have entered into this agreement with full and clear understanding of the nature, significance and effect thereof and freely and voluntarily and without duress.\n9.7 Neither party shall have the right to assign or otherwise transfer any of its rights or obligations under this agreement.\n9.8 This agreement may be executed in several counterparts that together shall constitute one and the same instrument.\n9.9 In this agreement, clause headings are for convenience and shall not be used in its interpretation.\n9.10 The Parties are each legally entitled to enter into this agreement, while the signatory on behalf of FP has been duly authorised by resolution to bind FP in this matter.\n10 EXECUTION\n10.1 SIGNED ON BEHALF OF FP\nBY\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\u2026\u2026\u2026\u2026\n(FULL NAMES AND JOB TITLE)\nAT\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\nON\u2026\u2026 (DAY)\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\u2026\u2026..(MONTH)\u2026\u2026\u2026\u2026\u2026.(YEAR)\nWITNESSES\n1. \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\u2026\u2026\u2026\u2026\u2026\u2026\u2026.. 2. \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\n10.2 SIGNED BY THE SP\n1\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. 2\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\n(FULL NAMES)\nAT\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026AT\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nDAY MONTH YEAR DAY MONTH YEAR\nAS WITNESSES\n", "spans": [ [ 0, 55 ], [ 56, 244 ], [ 245, 248 ], [ 249, 262 ], [ 262, 301 ], [ 301, 371 ], [ 372, 412 ], [ 413, 430 ], [ 431, 450 ], [ 451, 483 ], [ 484, 562 ], [ 563, 1027 ], [ 1028, 1173 ], [ 1174, 1298 ], [ 1299, 1511 ], [ 1512, 1590 ], [ 1591, 1769 ], [ 1770, 1807 ], [ 1808, 1971 ], [ 1972, 2172 ], [ 2173, 2461 ], [ 2462, 2645 ], [ 2646, 3413 ], [ 3414, 3424 ], [ 3425, 3498 ], [ 3499, 3509 ], [ 3510, 3582 ], [ 3583, 3602 ], [ 3603, 3617 ], [ 3618, 3629 ], [ 3630, 3662 ], [ 3663, 3667 ], [ 3667, 3795 ], [ 3796, 3800 ], [ 3800, 3915 ], [ 3916, 3920 ], [ 3920, 4248 ], [ 4249, 4253 ], [ 4253, 4450 ], [ 4451, 4485 ], [ 4486, 4647 ], [ 4648, 4665 ], [ 4666, 4670 ], [ 4670, 4700 ], [ 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], [ 12071, 12098 ], [ 12099, 12143 ], [ 12144, 12170 ], [ 12171, 12194 ], [ 12195, 12238 ], [ 12239, 12248 ], [ 12249, 12275 ], [ 12275, 12301 ], [ 12302, 12323 ], [ 12324, 12346 ], [ 12346, 12369 ], [ 12370, 12382 ], [ 12383, 12405 ], [ 12405, 12428 ], [ 12429, 12458 ], [ 12459, 12471 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 45 ] }, "nda-16": { "choice": "Entailment", "spans": [ 52 ] }, "nda-15": { "choice": "Entailment", "spans": [ 57 ] }, "nda-10": { "choice": "Entailment", "spans": [ 9, 10, 14 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 9, 10, 11, 12 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 9, 10, 16 ] }, "nda-19": { "choice": "Entailment", "spans": [ 54, 61 ] }, "nda-12": { "choice": "Entailment", "spans": [ 9, 10, 17, 21 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 52 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 46, 47 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 43, 45 ] }, "nda-8": { "choice": "Entailment", "spans": [ 9, 10, 17, 22 ] }, "nda-13": { "choice": "Entailment", "spans": [ 9, 10, 17, 20 ] }, "nda-5": { "choice": "Entailment", "spans": [ 46, 47 ] }, "nda-4": { "choice": "Entailment", "spans": [ 36, 40 ] } } } ], "document_type": "search-pdf", "url": "http://www.creditintel.co.za/NDA.pdf" }, { "id": 223, "file_name": "NDA_English.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis Agreement entered into as of____________, 20___ between CAE Inc., having a place of business at 8585 C\u00f4te de Liesse Road, Saint-Laurent, Province of Quebec, Canada, H4T 1G6 (hereafter may be referred to as \u201cCAE\u201d) and__________________(insert legal name) having a place of business at________________________________(insert address), concerns the safeguarding of proprietary and company confidential information to be provided by each party to the other in connection with discussions related to the purchase of (select: goods, services and/or intellectual property for project _____ (if applicable indicate project) (the \u201cPurpose\u201d).\nWITNESSETH THAT: It is agreed between the parties as follows:\n1. For purposes of this Agreement, company confidential and/or proprietary information, hereinafter called Proprietary Information, shall be construed to mean any information, whether disclosed in writing, orally or otherwise, that the disclosing party considers to be material to its business operations (and for CAE, as applicable, the business operations of its direct and indirect subsidiaries and affiliated companies/entities (the \u201cCAE Group\u201d), including, without limitation, any commercial, financial, technical, and/or marketing information, business and/or strategic plans, wage and salary information, trade secrets, data, concepts, computer programs, software, designs, product specifications, drawings, processes, know-how, inventions and ideas, and any information relating to its customers, suppliers, employees or contractors. Where practical, the disclosing party may have the Proprietary Information identified as \u201cProprietary\u201d or \u201cConfidential\u201d with an appropriate legend, marking, stamp or other obvious written identification.\n2. The party receiving any Proprietary Information:\na) shall not use or duplicate said Proprietary Information, in whole or in part, for any purpose other than the Purpose, without the prior written consent of the disclosing party;\nb) shall protect and keep in confidence said Proprietary Information by using the same degree of care and safeguard as it uses to protect its own Proprietary Information of like importance, but in any event no less than a reasonable degree of care;\nc) shall not disclose or permit that said Proprietary Information be disclosed, in any manner whatsoever, other than to its directors, officers, employees, investment advisers, legal counsel or other agents (and for CAE, as applicable, a member of the CAE Group) who have a need to know, and this, only if it is strictly necessary to disclose said Proprietary Information to these persons for the Purpose. The receiving party undertakes to advise such persons of the confidential nature of this information and shall ensure that such persons are bound by confidentiality undertakings;\nd) shall not reverse engineer, decompile or disassemble any product (hardware or software) received from the other party;\ne) shall not remove, overprint or deface notices of copyright or ownership, trademark logo or legend, if any, from any information or material obtained from the other party.\n3. Except as set out above, the receiving party shall not disclose to any person the fact that discussions are taking place between the parties concerning the Purpose, including the status of such discussions.\n4. Nothing contained in this Agreement shall be construed as granting or conferring, expressly or impliedly, any rights in or title to the Proprietary Information disclosed hereunder. It is agreed that no license and more particularly no licence under any patents or copyrights of any party is granted by this Agreement or by any disclosure of Proprietary Information hereunder.\n5. The parties shall not be liable for disclosure or use of Proprietary Information which:\na) was at the time of receipt otherwise known to the party receiving it without any breach of an obligation of confidentiality;\nb) was published or is otherwise within the public knowledge or is generally known to the public at the time of its disclosure to the receiving party, or becomes part of the public domain without breach of this Agreement by the recipient;\nc) is developed independently by the recipient or parent, subsidiary or associated companies of the recipient without recourse to the Proprietary Information disclosed hereunder;\nd) becomes legally known or available to the receiving party from a source other than the disclosing party, and without breach of this Agreement by the recipient;\ne) becomes available to the receiving party by inspection or analysis of products available in the market other than the products of either party;\nf) is so disclosed or used with the written approval of the other party;\ng) if, and then to the extent that disclosure is required by law to be given to a governmental body or a court of competent jurisdiction, provided that the recipient provides to the disclosing party prompt notice of any such requirement to disclose the Proprietary Information, to permit the disclosing party to seek an appropriate remedy to prevent the disclosure or alternatively to agree to the terms of such disclosure.\n6. No party shall be liable for the inadvertent or accidental disclosure of Proprietary Information if such disclosure occurs despite the exercise of the same degree of care as such party normally takes to preserve and safeguard its own Proprietary Information, but in any event no less than a reasonable degree of care.\n7. Without prejudice to any other rights or remedies the disclosing party may have, each party acknowledges and agrees that damages would not be an adequate remedy for a breach of any of the provisions of this Agreement; therefore the disclosing party shall be entitled to seek injunctive (final, interlocutory and provisional or preliminary), specific performance and other equitable relief for any threatened or actual breach of the provisions of this Agreement before any court of competent jurisdiction.\n8. This Agreement shall, unless earlier terminated as indicated hereafter, be for a term of one (1) year from the date first above mentioned, and be renewed automatically for one year periods, unless a party sends in writing to the other a notice of non-renewal, thirty days prior to the expiration of a term. The disclosing party shall be entitled to terminate this Agreement should the recipient fail to comply with any of the provisions of the Agreement.\n9. Notwithstanding any termination or expiration of this Agreement, the provisions of this Agreement, as they relate to the safeguard, disclosure or use of Proprietary Information shall, unless agreed otherwise by the Parties, or unless such information becomes part of the public domain through no fault of the receiving party, remain in full force and effect a) for a period of five (5) years from expiration or termination of this Agreement when the disclosing party is a potential supplier to CAE, or b), for a period of twenty five years if the disclosing party is CAE. Upon termination or expiration of this Agreement, the receiving party agrees to promptly return or destroy, as instructed by the disclosing party, any Proprietary Information received from the disclosing party, together with all copies thereof, upon request by the disclosing party, termination of the Agreement or expiry or termination of the Purpose, whichever is earlier. The recipient shall provide to the disclosing party, within ten (10) days of such request, expiry or termination, a certificate of one of its authorized senior corporate officer attesting to this return or destruction. Notwithstanding the foregoing, one (1) copy may be retained in confidential restricted access files of the recipient\u2019s legal department for use by its legal counsel strictly in the event of a dispute.\n10. Each party shall bear its own costs incurred under or in connection with this Agreement.\n11. Nothing in this Agreement shall grant to a party the right to make any commitments of any kind for, or on behalf of, the other party without the prior written consent of such party. Nothing in this Agreement shall be construed as an obligation by a party to enter into a contract, subcontract or other business relationship with the other party.\n12. If any provision of this Agreement becomes invalid, illegal or unenforceable in any respect under any applicable regulation or law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.\n13. Any failure by a party to exercise any rights, power or privilege under this Agreement shall not constitute a waiver hereunder, nor shall any single or partial exercise thereof preclude any further exercise of any right, power or privilege.\n14. This Agreement and the rights and obligations hereunder may not be transferred or assigned by a party without the prior written approval of the other party.\n15. This Agreement supersedes any prior agreements and undertakings between the parties with respect to Proprietary Information supplied to each other, and is the complete agreement of the parties in relation to the subject matter of this Agreement.\n16. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Quebec excluding its conflict of law rules and any applicable Federal laws of Canada.\n17. This Agreement may be signed in several counterparts, each of such counterparts so signed shall constitute an original, and all counterparts together shall constitute a single instrument. Any signature page delivered via facsimile transmission or electronic mail (pdf format) shall be binding to the same extent as an original signature page. Any party who delivers such a signature page agrees to subsequently deliver an original counterpart to any party that requests it.\n18. The parties agree that this Agreement shall be drafted in the English language. Les parties aux pr\u00e9sentes ont convenu de r\u00e9diger ce contrat en Anglais.\n(Signatures are on the next page)\nIN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.\nCAE Inc. _________________________(insert legal name of receiving party)\n(Signature)\n(Signature)\n(Name)\n(Name)\n(Title)\n(Title)\nNDA_English\n", "spans": [ [ 0, 24 ], [ 25, 243 ], [ 243, 311 ], [ 311, 662 ], [ 663, 724 ], [ 725, 1567 ], [ 1567, 1771 ], [ 1772, 1823 ], [ 1824, 2003 ], [ 2004, 2252 ], [ 2253, 2659 ], [ 2659, 2837 ], [ 2838, 2959 ], [ 2960, 3133 ], [ 3134, 3343 ], [ 3344, 3528 ], [ 3528, 3722 ], [ 3723, 3813 ], [ 3814, 3941 ], [ 3942, 4180 ], [ 4181, 4359 ], [ 4360, 4522 ], [ 4523, 4669 ], [ 4670, 4742 ], [ 4743, 5166 ], [ 5167, 5487 ], [ 5488, 5995 ], [ 5996, 6306 ], [ 6306, 6453 ], [ 6454, 6815 ], [ 6815, 6959 ], [ 6959, 7029 ], [ 7029, 7404 ], [ 7404, 7623 ], [ 7623, 7823 ], [ 7824, 7916 ], [ 7917, 8103 ], [ 8103, 8266 ], [ 8267, 8518 ], [ 8519, 8763 ], [ 8764, 8924 ], [ 8925, 9174 ], [ 9175, 9363 ], [ 9364, 9556 ], [ 9556, 9711 ], [ 9711, 9841 ], [ 9842, 9926 ], [ 9926, 9997 ], [ 9998, 10031 ], [ 10032, 10140 ], [ 10141, 10145 ], [ 10145, 10150 ], [ 10150, 10213 ], [ 10214, 10225 ], [ 10226, 10237 ], [ 10238, 10244 ], [ 10245, 10251 ], [ 10252, 10259 ], [ 10260, 10267 ], [ 10268, 10279 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 7, 12 ] }, "nda-16": { "choice": "Entailment", "spans": [ 32 ] }, "nda-15": { "choice": "Entailment", "spans": [ 15, 16 ] }, "nda-10": { "choice": "Entailment", "spans": [ 14 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 5 ] }, "nda-1": { "choice": "Entailment", "spans": [ 6 ] }, "nda-19": { "choice": "Entailment", "spans": [ 29, 30, 31 ] }, "nda-12": { "choice": "Entailment", "spans": [ 17, 20 ] }, "nda-20": { "choice": "Entailment", "spans": [ 33, 34 ] }, "nda-3": { "choice": "Entailment", "spans": [ 5 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 7, 10 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 17, 24 ] }, "nda-13": { "choice": "Entailment", "spans": [ 17, 21, 22 ] }, "nda-5": { "choice": "Entailment", "spans": [ 7, 10 ] }, "nda-4": { "choice": "Entailment", "spans": [ 7, 8 ] } } } ], "document_type": "search-pdf", "url": "https://www.cae.com/media/documents/NDA_English.pdf" }, { "id": 224, "file_name": "NDA_Mutual_template2_5_2019.pdf", "text": "MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nTHIS MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this \u201cAgreement\u201d) is entered into and made effective as of the later of the two signature dates below by and between (NAME OF COMPANY) (\u201cXYZ\u201d (ADDRESS OF COMPANY), and Tennessee Technological University, with its principal office at One William L. Jones Dr., Derryberry Hall 305, Cookeville, TN 38505 (\u201cTTU\u201d). WHEREAS, in connection with certain business discussions between XYZ and TTU, XYZ and TTU may disclose and reveal to each other, either orally, in writing or otherwise, certain materials, trade secrets, proprietary information and other confidential information relating directly or indirectly to their respective products and businesses.\nNOW, THEREFORE, in consideration of the disclosure of Confidential Information (as defined below) by each party, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:\n1. Disclosure of Confidential Information.\n(a) For purposes of this Agreement, \u201cConfidential Information\u201d means any and all information (including, without limitation, all business, financial, commercial and technical information and data), in whatever form transmitted, whether tangible or intangible, that is disclosed, furnished or otherwise provided or made available by the disclosing party to the receiving party prior to or after the date of this Agreement. \u201cConfidential Information\u201d includes, without limitation, design documents, trade secrets, files, marketing and business plans, documentation, reports, projections, interpretations, forecasts, records (including information regarding the disclosing party\u2019s businesses, customers, strategies, operations, finances, technology, data, processes, methodologies, know-how, existing or future products, services, applications and methods of operation (including how such methods are developed, conducted or operated)) and all other information, whether in written, oral, encoded, electronic or other tangible or intangible form, and whether or not labeled, marked or otherwise identified as \u201cConfidential\u201d upon disclosure thereof, relating to the disclosing party\u2019s products and businesses, and any other information that would, if disclosed to any actual or potential competitors of the disclosing party, give or increase those competitors\u2019 advantage over the disclosing party or directly or indirectly harm the disclosing party\u2019s business.\n(b) Any trade secrets will be entitled to all of the protections and benefits of applicable trade secret laws and any other applicable laws. For avoidance of doubt, the parties acknowledge and agree that, in the event a court of competent jurisdiction determines that information the disclosing party deems to be a trade secret is not a trade secret under applicable law, such information will nevertheless be deemed to be Confidential Information for purposes hereof, provided such information falls within the description set forth in Section 1(a).\n(c) Notwithstanding the foregoing, \u201cConfidential Information\u201d shall not mean information that, as demonstrated by the receiving party, is (i) in the public domain prior to the date of this Agreement through no wrongful act of the receiving party or its agents or employees, (ii) independently developed by the receiving party without any use of, or reference to, Confidential Information, (iii) rightfully furnished to the receiving party by any third party without violation or breach of any confidentiality restriction, or (iv) authorized in writing for release by the disclosing party.\n2. Obligations Regarding Confidential Information.\n(a) Subject to the Tennessee Public Records Act, Section 10-7-5-1 et seq., at all times during the term of this Agreement and thereafter, the receiving party shall:\n(i) refrain from disclosing, directly or indirectly, any Confidential Information of the disclosing party to third parties, and hold all Confidential Information received from the disclosing party in trust and strict confidence, subject to the terms of this Agreement;\n(ii) take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the disclosing party\u2019s Confidential Information and avoid disclosure, loss or misuse of the Confidential Information; and\n(iii) refrain from using any of the disclosing party\u2019s Confidential Information for any purpose not specified hereunder (including, without limitation, in its own business or for its own benefit) without the prior written consent of the disclosing party.\n(b) Subject to the Tennessee Public Records Act, Section 10-7-5-1 et seq.,without the written consent of the disclosing party, the receiving party will not disclose the disclosing party\u2019s Confidential Information to any person other than the receiving party\u2019s officers, directors, owners, employees, agents and representatives (i) with a valid need to know such Confidential Information and (ii) that have an enforceable agreement with the receiving party containing confidentiality obligations substantially similar to those terms and conditions applicable to the receiving party under this Agreement.\n(c) In the event that the receiving party is legally required to disclose any Confidential Information of the disclosing party, the receiving party shall give the disclosing party prompt written notice of such request or requirement so that the disclosing party may seek an appropriate protective order or other remedy and/or waive compliance with the provisions of this Agreement, and the receiving party will reasonably cooperate with the disclosing party (at the disclosing party\u2019s expense) to obtain such protective order. In the event that such protective order or other remedy is not obtained or the disclosing party waives compliance with the relevant provisions of this Agreement, the receiving party will furnish only that portion of the Confidential Information that is legally required to be disclosed.\n(d) The receiving party shall give prompt written notice to the disclosing party upon discovery of any loss, misuse, misappropriation or disclosure of the disclosing party\u2019s Confidential Information, and will reasonably cooperate with the disclosing party to help regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.\n(e) Upon the disclosing party\u2019s request, all documents, materials and other items containing the disclosing party\u2019s Confidential Information (including without limitation, all originals, copies, and reproductions of the Confidential Information) shall be promptly returned to the disclosing party without retaining a copy thereof, and the receiving party shall provide a certification, signed by an officer, as to the completeness of the return of such materials. Upon such request, the receiving party also shall destroy all documents, materials and other items embodying or summarizing the disclosing party\u2019s Confidential Information in whatever format, and shall provide a similar certification as to the completeness of the destruction of such materials. Compliance with this Subsection 2(e) shall not relieve the receiving party of its obligations under this Agreement.\n3. Ownership. The disclosing party\u2019s Confidential Information shall remain the property of the disclosing party. No license under any patent, trademark, copyright or other intellectual property or proprietary right is granted or implied to any information furnished by or on behalf of either party to the other party, whether or not Confidential Information. Each party acknowledges that the other party\u2019s Confidential Information is highly valuable, confidential and proprietary to the other party and has been developed through the investment of significant time, effort and expense, and that maintaining the confidentiality of this Confidential Information is essential for the general successful operations of TTU and Company.\n4. Miscellaneous.\n(a) Neither the holding of discussions nor the exchange of material or Confidential Information shall be construed as (i) obligating a party to enter into any agreement with the other party hereto; (ii) a commitment or obligation by a party to develop, sell or contract with respect to any products or services offered by the other party; or (iii) a license, partnership or joint venture between the parties.\n(b) The parties acknowledge and agree that all Confidential Information is provided \u201cAS-IS\u201d and without any warranty, express, implied or otherwise, regarding such Confidential Information\u2019s accuracy or completeness. Each party understands and agrees that neither party shall have any liability whatsoever to the other party relating to or resulting from such party\u2019s use of the Confidential Information or any errors therein or omissions therefrom.\n(c) This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of Tennessee as executed and performed in that state without regard to conflicts of laws principles. This Agreement shall not be assignable by either party, in whole or in part, without the prior written consent of the other party; provided, however, that a party may assign this Agreement without consent in the event of a sale of securities or assets, merger or change of control of such party. Any assignment in violation of this Subsection 4(d) shall be null and void. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the successors and permitted assigns of each party to this Agreement.\n(d) Failure or delay in exercising any right, power or privilege under this Agreement will not operate as a waiver thereof. In the event that any provision of this Agreement is found invalid or unenforceable, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full force and effect. This Agreement contains the entire agreement between the parties concerning the Confidential Information disclosed hereunder and supersedes any prior agreements or understandings between the parties concerning the Confidential Information, and no modifications of this Agreement or waiver of the terms and conditions hereof will be binding upon either party unless approved in writing by each party. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in \u201cportable document format\u201d (\u201c.pdf\u201d) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.\n(e) This Agreement shall be deemed to have been drafted by each party hereto. This Agreement shall not be construed against any party by reason of the drafting or preparation, and the parties expressly agree not to assert that any inference should be drawn against either party on the basis of which party drafted this Agreement.\n(g) Either party may terminate this Agreement with or without cause upon ninety (90) days prior written notice to the other party. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement.\nCOMPANY TENNESSEE TECHNOLOGICAL UNIVERSITY\nBy: By:\n(Authorized Signature)\nTitle: Title:\nDate: Date:\n", "spans": [ [ 0, 51 ], [ 52, 420 ], [ 420, 758 ], [ 759, 1083 ], [ 1084, 1126 ], [ 1127, 1549 ], [ 1549, 2583 ], [ 2584, 2725 ], [ 2725, 3134 ], [ 3135, 3273 ], [ 3273, 3409 ], [ 3409, 3524 ], [ 3524, 3660 ], [ 3660, 3723 ], [ 3724, 3774 ], [ 3775, 3939 ], [ 3940, 4208 ], [ 4209, 4519 ], [ 4520, 4774 ], [ 4775, 5102 ], [ 5102, 5166 ], [ 5166, 5377 ], [ 5378, 5905 ], [ 5905, 6191 ], [ 6192, 6561 ], [ 6562, 7026 ], [ 7026, 7321 ], [ 7321, 7436 ], [ 7437, 7451 ], [ 7451, 7550 ], [ 7550, 7796 ], [ 7796, 8167 ], [ 8168, 8185 ], [ 8186, 8304 ], [ 8304, 8384 ], [ 8384, 8528 ], [ 8528, 8594 ], [ 8595, 8812 ], [ 8812, 9044 ], [ 9045, 9251 ], [ 9251, 9547 ], [ 9547, 9623 ], [ 9623, 9815 ], [ 9816, 9940 ], [ 9940, 10145 ], [ 10145, 10545 ], [ 10545, 10705 ], [ 10705, 11052 ], [ 11053, 11131 ], [ 11131, 11382 ], [ 11383, 11514 ], [ 11514, 11713 ], [ 11714, 11782 ], [ 11783, 11825 ], [ 11826, 11833 ], [ 11834, 11856 ], [ 11857, 11870 ], [ 11871, 11882 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 29, 30 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 5, 6, 7, 8 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-19": { "choice": "Entailment", "spans": [ 27, 51 ] }, "nda-12": { "choice": "Entailment", "spans": [ 9, 11 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 25, 26, 27 ] }, "nda-3": { "choice": "Entailment", "spans": [ 5, 6 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 19, 20 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 22 ] }, "nda-13": { "choice": "Entailment", "spans": [ 9, 12 ] }, "nda-5": { "choice": "Entailment", "spans": [ 19, 20 ] }, "nda-4": { "choice": "Entailment", "spans": [ 15, 18 ] } } } ], "document_type": "search-pdf", "url": "https://www.tntech.edu/research/pdf/researchcompliance/NDA_Mutual_template2_5_2019.pdf" }, { "id": 226, "file_name": "NDA_Sample.pdf", "text": "Non Disclosure Agreement for [Your Product Name] Mobile Application Development\nThis Nondisclosure Agreement (the \"Agreement\") is entered into by and between ____[Your Company Name]____ with its principal offices at ____[Your Company Address]__, (\"Disclosing Party\") and ______[Sub Contractor Name]__________ located at _______[Sub Contractor Address]______ (\"Receiving Party\") for the purpose of preventing the unauthorized disclosure of confidential information relating to the development of an aMemoryJog Mobile Application as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information (\"Confidential Information\").\n1. Definition of Confidential Information. For purposes of this Agreement, \"Confidential Information\" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word \"Confidential\" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information.\n2. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of\ndisclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.\n3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.\n4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.\n5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.\n6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.\n7. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both parties.\n8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.\nThis Agreement and each party's obligations shall be binding on the representatives, assigns and successors of such party. Each party has signed this Agreement through its authorized representative.\n________________________________________(Signature)\n________________________________________ (Typed or Printed Name)\nDate: ___________________________________\n________________________________________ (Signature)\n________________________________________ (Typed or Printed Name)\n", "spans": [ [ 0, 79 ], [ 80, 163 ], [ 163, 293 ], [ 293, 546 ], [ 546, 718 ], [ 719, 762 ], [ 762, 974 ], [ 974, 1132 ], [ 1132, 1314 ], [ 1315, 1360 ], [ 1360, 1449 ], [ 1449, 1482 ], [ 1483, 1574 ], [ 1574, 1662 ], [ 1662, 1801 ], [ 1801, 1884 ], [ 1885, 1920 ], [ 1920, 2073 ], [ 2073, 2337 ], [ 2337, 2620 ], [ 2620, 2859 ], [ 2860, 2877 ], [ 2877, 3275 ], [ 3276, 3294 ], [ 3294, 3445 ], [ 3446, 3463 ], [ 3463, 3638 ], [ 3639, 3655 ], [ 3655, 3841 ], [ 3841, 3918 ], [ 3919, 3930 ], [ 3930, 4043 ], [ 4044, 4167 ], [ 4167, 4242 ], [ 4243, 4284 ], [ 4284, 4294 ], [ 4295, 4336 ], [ 4336, 4359 ], [ 4360, 4366 ], [ 4366, 4401 ], [ 4402, 4443 ], [ 4443, 4454 ], [ 4455, 4496 ], [ 4496, 4519 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 20 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Entailment", "spans": [ 6 ] }, "nda-1": { "choice": "Entailment", "spans": [ 4, 6, 7, 8 ] }, "nda-19": { "choice": "Entailment", "spans": [ 22 ] }, "nda-12": { "choice": "Entailment", "spans": [ 10, 11, 12, 13, 14, 15 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 20 ] }, "nda-3": { "choice": "Entailment", "spans": [ 7, 8 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 18 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 18, 19 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 10, 11, 12, 13, 14, 15 ] }, "nda-5": { "choice": "Entailment", "spans": [ 18 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "http://www.amemoryjog.com/NDA_Sample.pdf" }, { "id": 229, "file_name": "NDA_VPI.pdf", "text": "Non-Disclosure Agreement\nThis Non-Disclosure Agreement (\u201cNDA\u201d) is entered into and effective as of \u2026\u2026\u2026\u2026\u2026\u2026.. by and between \u2026\u2026\u2026\u2026. (the \u201cClient\u201d) and Vladi Private Islands GmbH, a company registered under the laws of the Federal Republic of Germany and with its registered seat at Ballindamm 26, 20095 Hamburg, Germany (\u201cVladi Private Islands\u201d).\nYou, the Client, have expressed an interest in \u2026\u2026.\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. (the \u201cTransaction\u201d), a property listed by Vladi Private Islands. At the request of the Property Owner(s) an NDA must be signed by Client before certain Confidential Information (defined as all business, financial, operational or other information regarding the Transaction and supplied to the Client by Vladi Private Islands) is made available. The terms and conditions of this agreement are as follows:\n1. The Client will hold the Confidential Information in strict confidence and will not disclose, copy, reproduce or distribute it to any person other than its Authorised Recipients (defined as the Client\u2019s directors, officers, employees, associates, affiliates and advisers who are directly concerned with the Transaction and whose knowledge of such Confidential Information is necessary for the Transaction).\n2. Neither the Client nor the Authorised Recipients will, without the prior consent of Vladi Private Islands:\na. reveal to any person other than an Authorised Recipient that negotiations are taking place in relation to the Transaction or reveal any other details concerning the status of negotiations\nb. use the Confidential Information for any purpose other than to evaluate the Transaction\n3. The undertakings in paragraphs 1 and 2 will not apply to information which:\na. was already in the public domain at the time of disclosure to the Company\nb. has subsequently come into the public domain, except through a breach of this NDA\nc. is required to be disclosed by any regulatory organisation or if otherwise required by law\n4. All correspondence, inquiries, offers to purchase and negotiations relating to the Transaction will be conducted exclusively through Vladi Private Islands. The Client and Authorised Recipients agree only to contact the property owner and/or the affiliates of the property owner through Vladi Private Islands.\n5. The obligation of the client set forth in this NDA shall terminate 2 years after its creation and shall remain effective in the event that the Client terminates its co-operation with Vladi Private Islands.\n6. The Client agrees to ensure that each of the Authorised Recipients adheres to the terms set forth in this NDA and acknowledges that it shall be liable for any damages incurred in connection with the breach of its obligations.\nThis NDA shall be governed by, and construed in accordance of German law, and each party irrevocably submits to the exclusive jurisdiction of the German courts.\nBoth parties agree that a signed, facsimile copy shall have the same force and effect and as the original NDA\nAll signatories hereto acknowledge that they have read and each party fully understands the terms and conditions contained in this agreement and by their initials and signature hereby unconditionally agree to its terms as of the date noted herein.\nWE THE UNDERSIGNED, FULLY AND IRREVOCABLY AGREE TO THE TERMS AND CONDITIONS OF THIS NON-DISCLOSURE AGREEMENT.\nAccepted and Agreed:\nVLADI PRIVATE ISLAND CLIENT\nFirst Name\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 First Name\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nLast Name\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 Last Name\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\nPosition\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.. Company\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\nSignature\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 Position\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\nDate\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.. Your Email\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\nPhone\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nStreet\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\nZip\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nCity\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\nCountry\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\nSignature\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nDate\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\n", "spans": [ [ 0, 15 ], [ 15, 24 ], [ 25, 343 ], [ 344, 412 ], [ 412, 477 ], [ 477, 757 ], [ 757, 815 ], [ 816, 1225 ], [ 1226, 1335 ], [ 1336, 1526 ], [ 1527, 1617 ], [ 1618, 1696 ], [ 1697, 1773 ], [ 1774, 1858 ], [ 1859, 1952 ], [ 1953, 2112 ], [ 2112, 2264 ], [ 2265, 2473 ], [ 2474, 2702 ], [ 2703, 2863 ], [ 2864, 2973 ], [ 2974, 3221 ], [ 3222, 3331 ], [ 3332, 3352 ], [ 3353, 3380 ], [ 3381, 3413 ], [ 3413, 3443 ], [ 3444, 3475 ], [ 3475, 3506 ], [ 3507, 3540 ], [ 3540, 3569 ], [ 3570, 3602 ], [ 3602, 3634 ], [ 3635, 3666 ], [ 3666, 3698 ], [ 3699, 3727 ], [ 3728, 3758 ], [ 3759, 3787 ], [ 3788, 3817 ], [ 3818, 3847 ], [ 3848, 3878 ], [ 3879, 3907 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 8, 9 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 5 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 17 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 7 ] }, "nda-17": { "choice": "Entailment", "spans": [ 7 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 7 ] }, "nda-4": { "choice": "Entailment", "spans": [ 8, 10 ] } } } ], "document_type": "search-pdf", "url": "http://www.vladi-private-islands.de/pdf/NDA_VPI.pdf" }, { "id": 230, "file_name": "NDA_and_assgmnt_of_ipMar2011.pdf", "text": "NON-DISCLOSURE AND INTELLECTUAL PROPERTY RIGHTS AGREEMENT\nThis Agreement is between __________________(\u201cOWNER\u201d); and _______________________ an individual residing at ___________________________________________________ (\u201cRECIPIENT\u201d).\nWHEREAS, OWNER has developed through substantial effort, research, time, and expense certain inventions, design concepts, methodologies, technical know-how, copyrightable material and trade secrets directed and related to______________________________________________________ (\u201cINFORMATION\u201d);\nWHEREAS, OWNER desires to disclose the INFORMATION on a confidential basis to RECIPIENT solely for the purposes of evaluating the INFORMATION for possible future business arrangements; and\nWHEREAS, OWNER wishes to maintain the confidentiality of the INFORMATION and the protection of OWNER'S intellectual property rights.\nNOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained herein, the sufficiency of which is hereby acknowledged, the parties agree as follows:\nI. CONFIDENTIAL INFORMATION\nA. OWNER agrees to disclose INFORMATION to RECIPIENT to facilitate possible future business dealings between the parties.\nB. RECIPIENT agrees to receive such INFORMATION and to refrain from copying, disclosing, using, selling, or offering for sale any and all of said INFORMATION, other than at the request of OWNER, with the exceptions as provided in paragraph C herein. RECIPIENT agrees to keep confidential and refrain from disclosing any and all of the INFORMATION, and to take all necessary and reasonable steps to prevent unauthorized disclosure or use of any and all of the INFORMATION.\nC. Notwithstanding paragraph B, RECIPIENT shall not be liable for disclosure or use of INFORMATION only if, and only to the extent that, said INFORMATION was in the public domain at the time it was disclosed by OWNER, or was known to and recorded in writing by RECIPIENT prior to the time of disclosure by OWNER, or is received from a third party or passes into the public domain without breach of this Agreement. With respect to any INFORMATION known by RECIPIENT prior to the time of disclosure by OWNER that RECIPIENT believes to constitute the INFORMATION, or any portion thereof, RECIPIENT shall disclose to OWNER an adequate written description of the INFORMATION within fourteen (14) days of the disclosure by OWNER.\nD. This is not an offer for sale or license. No right or license is granted by OWNER to RECIPIENT in connection with the technical information or inventions disclosed under this agreement. All documents or materials constituting the INFORMATION and all reproductions thereof shall at all times remain the sole property of OWNER and shall promptly be returned by RECIPIENT upon request.\nE. This Agreement shall remain in force in spite of disclosure of the INFORMATION by OWNER in the form of patent applications, copyright applications, or other disclosures by OWNER.\nII. RESTRICTIONS\nA. Except for the express written consent of OWNER, RECIPIENT agrees:\n1. Not to use or disclose to another person or entity any confidential information of OWNER;\n2. Not to make, or cause to be made, any copies, facsimiles or other reproductions including data files of any documents containing confidential information of OWNER; and\n3. To use all other reasonable means to maintain the secrecy and confidentiality of the confidential information of OWNER.\nB. RECIPIENT further agrees, at the request of OWNER:\n1. To immediately return to OWNER all of the items in the possession of RECIPIENT which relate to or which disclose in whole or in part any confidential information of OWNER; and\n2. To refrain from using or disclosing to any other person or entity any confidential information of OWNER.\nIII. INTELLECTUAL PROPERTY\nA. Title and Copyright Assignment\n1. All products and results of RECIPIENT\u2019S services rendered hereunder (the \"Work\") are works made for hire. RECIPIENT acknowledges and agree that the Work (and all rights therein, including, without limitation, copyrights) belongs to and shall be the sole and exclusive property of OWNER.\n2. Not withstanding the foregoing, RECIPIENT also hereby assigns and transfers to OWNER, its successors and assigns, the entire right, title, and interest in and to all copyrights in the Work; all registrations and copyright applications relating thereto and all renewals and extensions thereof; all works based upon, derived from, or incorporating the Work; all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto; all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights; and all rights corresponding to the foregoing throughout the world.\n3. If the Work is one to which the provisions of 17 U.S.C. \u00a7 106A apply, RECIPIENT hereby waives and appoints OWNER to assert on RECIPIENT\u2019S behalf RECIPIENT\u2019S moral rights or any equivalent rights regarding the form or extent of any alteration to the Work (including, without limitation, removal or destruction) or the making of any derivative works based on the Work, including, without limitation, photographs, drawings or other visual reproductions or the Work, in any medium, for OWNER'S purposes.\n4. RECIPIENT agrees to execute all papers and to perform such other proper acts as OWNER may deem necessary to secure for OWNER or its designee the rights herein assigned.\nB. Patent Assignment\n1. RECIPIENT may invent new, original, and ornamental or useful inventions in the course of or related to RECIPIENT\u2019S business relationship with OWNER (\"the Inventions\").\n2. RECIPIENT hereby assigns and/or transfers to OWNER, its successors or assigns, the entire right, title, and interest in and to said Inventions, and any patent and patent applications deriving there from for any such invention in the United States and throughout the world, including the right to file foreign applications directly in the name of OWNER and to claim for any such foreign applications any priority rights to which such applications are entitled under international conventions, treaties, or otherwise; and to cooperate with OWNER as may be necessary or desirable for obtaining, sustaining, reissuing, or enforcing said patent or patent applications in the United States and throughout the world for said Inventions, and for perfecting, recording, or maintaining any such title in OWNER.\n3. Notwithstanding the above, RECIPIENT shall not assign and/or transfer any invention for which no confidential information of OWNER was used, unless the invention results from any work performed by RECIPIENT for OWNER.\nC. Ownership of Trademarks\nRECIPIENT hereby acknowledges that OWNER shall retain all right, title, and interest in all trademarks, trade dress, and good will that results from the INFORMATION or any use or offer to sell thereof.\nIV. COVENANT NOT TO SUE\nRECIPIENT shall not institute any action or suit at law or in equity against OWNER, nor institute, prosecute or in any way aid in the institution or prosecution of any claim, demand, action, or cause of action arising out of the INFORMATION or any INTELLECTUAL PROPERTY thereof, including but not limited to, claim, demand, action, or cause of action for invalidating any INTELLECTUAL PROPERTY of OWNER.\nV. DAMAGES AND SPECIFIC PERFORMANCE\nRECIPIENT agrees that should RECIPIENT breach any of the promises contained in this Agreement that OWNER would suffer irreparable harm and OWNER would be without adequate remedy at law and that OWNER may obtain injunctive relief, including specific performance of the Agreement, as well as monetary award for damages suffered by OWNER for RECIPIENT\u2019S breach of this Agreement.\nVI. NO WAIVER\nFailure at any time to require performance of any of the provisions herein shall not waive or diminish a party's right thereafter to demand compliance therewith or with any other provision. Waiver of any default shall not waive any other default. A party shall not be deemed to have waived any rights hereunder unless such waiver is in writing and signed by a duly authorized officer of the party making such waiver.\nVII. SEVERABILITY\nShould a court of competent jurisdiction find that any portion of this Agreement is invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall use reasonable efforts to substitute a valid, legal, and enforceable provision that implements purposes of the provision so held invalid, illegal, or unenforceable to any extent permissible under the law.\nVIII. MERGER/MODIFICATION IN WRITING\nRECIPIENT agrees that this Agreement shall supersede all prior agreements and shall not be modified by either party except in writing and by agreement between both parties. Notwithstanding this paragraph, RECIPIENT shall honor all prior obligations concerning confidentiality of OWNER\u2019S confidential INFORMATION.\nIX. CHOICE OF LAW\nThis Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California in the Central District of California. Any dispute involving the terms or conditions of this Agreement shall be brought in the Central District of California or a California State court of competent subject matter jurisdiction therein. Each of the parties hereby submits to the personal jurisdiction of said court. IN WITNESS WHEREOF, the parties have executed this agreement as of the latest date indicated below. OWNER RECIPIENT\n(RECIPIENT'S name)\n(Signature) (Signature)\n(Date) (Date)\n", "spans": [ [ 0, 57 ], [ 58, 84 ], [ 84, 141 ], [ 141, 167 ], [ 167, 233 ], [ 234, 453 ], [ 453, 526 ], [ 527, 715 ], [ 716, 848 ], [ 849, 1028 ], [ 1029, 1056 ], [ 1057, 1178 ], [ 1179, 1429 ], [ 1429, 1650 ], [ 1651, 2065 ], [ 2065, 2374 ], [ 2375, 2420 ], [ 2420, 2564 ], [ 2564, 2760 ], [ 2761, 2942 ], [ 2943, 2959 ], [ 2960, 3029 ], [ 3030, 3122 ], [ 3123, 3293 ], [ 3294, 3416 ], [ 3417, 3470 ], [ 3471, 3649 ], [ 3650, 3757 ], [ 3758, 3784 ], [ 3785, 3818 ], [ 3819, 3928 ], [ 3928, 4108 ], [ 4109, 4757 ], [ 4758, 5260 ], [ 5261, 5432 ], [ 5433, 5453 ], [ 5454, 5624 ], [ 5625, 6428 ], [ 6429, 6649 ], [ 6650, 6676 ], [ 6677, 6878 ], [ 6879, 6902 ], [ 6903, 7306 ], [ 7307, 7342 ], [ 7343, 7719 ], [ 7720, 7733 ], [ 7734, 7924 ], [ 7924, 7981 ], [ 7981, 8150 ], [ 8151, 8168 ], [ 8169, 8579 ], [ 8580, 8616 ], [ 8617, 8790 ], [ 8790, 8929 ], [ 8930, 8947 ], [ 8948, 9103 ], [ 9103, 9300 ], [ 9300, 9379 ], [ 9379, 9479 ], [ 9479, 9494 ], [ 9495, 9513 ], [ 9514, 9537 ], [ 9538, 9551 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 17, 18, 31, 40 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 5, 6 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 21, 22 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 12, 21, 23 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 14 ] }, "nda-5": { "choice": "Contradiction", "spans": [ 21, 22 ] }, "nda-4": { "choice": "Entailment", "spans": [ 21, 22 ] } } } ], "document_type": "search-pdf", "url": "https://cisloandthomas.com/wp-content/uploads/2012/08/NDA_and_assgmnt_of_ipMar2011.pdf" }, { "id": 231, "file_name": "NDA_eng.pdf", "text": "Annex \u2116.1\nto the \u00abOLPORTAL\u2019s\u00bb token sale public offer\nPublication and entry into force data: August 01, 2018\nNon-disclosure agreement\nThe company exists under the law of Singapore and is called OLCF Corporation PTE. LTD (hereinafter \u201cthe Company\u201d), of the \ufb01rst part, and the token purchaser (hereinafter \u201cthe Investor\u201d) in accordance with the \u00abOLPORTAL\u2019s\u00bb token sale public offer (hereinafter \u201cthe Offer\u201d), have signed the present non-disclosure agreement (hereinafter \u201cthe Agreement\u201d) as follows below.\n1. General provisions and de\ufb01nitions\n1.1. The Company represents the Disclosing Party under the Agreement.\n1.2. The Investor represents the Receiving Party under the Agreement.\n1.3. An Agent of the Investor is an authorized person of the investor who has access to the Proprietary Information.\n1.4. The Proprietary Information is any information of the Company marked as \u00abCommercial Secret\u00bb or \u00abCon\ufb01dential\u00bb with actual or potential commercial value by virtue of the fact third-parties are unfamiliar with it, submitted to the Investor by the Company in written form by documents transmission, including the electronic transmission of documents secured from unauthorized access to the transmitted information, the information related to business or \ufb01nance plans and strategies including, without limitation information about markets, \ufb01nancial documents, \ufb01nancial statements and accounting (except for cases de\ufb01ned by law), contractual relationships, pricing and marketing of goods (works and services), technical information, commercial secrets, know-how, research, production schedules, concepts, intellectual activity property (which includes discoveries, inventions, rationalization proposals, utility models, constructions, industrial models that are non-proprietary for some reasons, computer software, databases, logotypes scratches that are non-registered for some reasons).\nThe Proprietary Information does not include any publicly available information, the access to which was provided to the third parties by the Company without limitations, or in case if this information became public through no fault of the Investor in force of other circumstances, to relation of which the Investor can prove that the Investor has already possessed this information by the time when the Company provided it, or this information contained no con\ufb01dentiality preservation obligations.\nThe information also cannot be called Proprietary in cases where the Investor can prove that it was created by himself or herself without resorting to the Proprietary Information.\nThe Agreement does not regulate personal information security and the transmission of the information related to bank secrecy.\n2. Subject of the agreement\n2.1. Obligations of parties to secure the Proprietary Information under the terms indicated in the Agreement constitute the subject of the agreement.\n2.2. The Company discloses the Proprietary Information concerning acquisition and further use and realization of OL-tokens during \u00abOLPORTAL\u00bb ICO to the Investor, including individual preferences provided to the Investor at any stage of transactions at the time of ICO in accordance with the provisions of the Offer and accompanying documents including terms of smart-contracts, according to which the investor acquires OL-tokens.\n3. Con\ufb01dentiality restrictions\n3.1. The Investor is authorized to grant access to the proprietary information only to those parties who require access to the proprietary information in realizing the investors\u2019 rights under the Offer in order to achieve the provision of the Proprietary Information, are obliged not to disclose the Proprietary Information and informed about the fact of the conclusion of the Agreement. The Investor is obliged to provide the list of Investor\u2019s Agents who have received access to the Proprietary Information.\n3.2. Non-performance of terms of section 3.1. of the Agreement causes the termination of access to the Proprietary Information and provides the Company with the right to refuse unilaterally from performing any agreements along with the Offer, concluded with the Investor, according to which the Investor shall procure or procured the access to the Proprietary Information.\n3.3. Should the controversy between con\ufb01dentiality clauses in the Agreements signed by the parties appear, according to which the Investor shall procure or procured the access to the Proprietary Information and according to the terms of the Agreement, the conditions stated in the Agreement shall prevail.\n3.4. The Investor is obliged to keep, withhold, and hold any con\ufb01dential information, take measures, which are greater than or equal to measures which the Investor takes to protect his or her own con\ufb01dential information, to secure the Proprietary Information.\n3.5. The Investor and his or her authorized Agents with access to the con\ufb01dential information are obliged to use the Proprietary Information for the purpose of the con\ufb01dential information provision and not to apply it for any other purposes.\n3.6. The Investor shall be entitled to make copies, abstracts, memoranda, or other documents (including documents made by mechanical or electronic means) related to the con\ufb01dential information, which shall also be marked as \u00abCommercial Secret\u00bb and/or \u00abCon\ufb01dential\u00bb only to the extents that are necessary for the con\ufb01dential information achievement. The Investor shall provide the true recording of all copies and places where the duplicates copies of the con\ufb01dential information are kept, and access limitation to the speci\ufb01ed copies, abstracts, memoranda, and other documents to third-parties except for his or her authorized Agents, according to the section 3.1. of the Agreement.\n3.7. The Investor shall provide constant and secure information storage not allowing to obtain the data access by any persons except for Investor\u2019s authorized Agents.\n3.8. Should facts of con\ufb01dential information disclosure to the third parties be detected, the Investor shall immediately inform the Company about the facts and measures taken to reduce losses.\n4. Disclosure requirements\n4.1. Should the Investor be obliged to disclose the con\ufb01dential information as prescribed by law, the Investor agrees and undertakes to inform the Company in written form immediately with the speci\ufb01cation of the person requesting the con\ufb01dential information. The Investor agrees and undertakes to disclose the information within the limits de\ufb01ned by legislation.\n5. Restrictions of the rights\n5.1. All information disclosed to the Investor by the Company in any form shall be and remain the property of the Company. Documents and any copies of them, abstracts, memoranda, or other documentation shall be immediately returned to the Company or destroyed at the written request of the Company.\n5.2. The Company reserves the right to conduct the analysis of the con\ufb01dential information protection measures taken by the Investor. Should the denial to provide the information about measures taken for the con\ufb01dential information protection, received by the Investor, or detection of insuf\ufb01cient measures taken to protect the con\ufb01dential information, the company is authorized to deny entrusting the con\ufb01dential information or refuse to ful\ufb01ll the obligations of any agreements concluded between the parties unilaterally, according to which the Investor shall procure or procured accesses to the con\ufb01dential information.\n6. Liability of the parties\n6.1. The party who fails to encompass its obligations under the Agreement is obliged to recoup the other party for damages caused by disclosure or misuse of the con\ufb01dential information. The damages shall be recouped according to Singapore legislation.\n7. Duration of the agreement\n7.1. The Agreement shall enter into force as soon as it has been accepted by the Investor and also shall be effective during 5 (\ufb01ve) years from the termination of the effective period of the Offer, so that the Investor shall ful\ufb01ll its obligations of con\ufb01dentiality for 5 (\ufb01ve) years following the expiration of the Agreement or Offer.\n8. Information transmission\n8.1. No party is allowed to assign fully or partially or otherwise transfer its rights and liabilities under the Agreement without receiving the prior written consent of the other party thereto.\n9. Other terms and conditions\n9.1. Disputes relating to the agreement between the parties should be subject to Singapore International Arbitration Centre\u2019s review (SIAC).\n9.2. The Agreement is published under the unique domain name olportal.ai at the company site on the Internet.\n9.3. The Agreement is drawn up and published in the English language. In case of the necessity of translation into another language, the Investor agrees and undertakes to carry out the translation into a required language by using his or her own resources and at his or her own expense. Should there be any discrepancies between the English version of the text of the Agreement and any other version of the text translated into the required language, the text of the Agreement written originally in English shall govern.\n9.4. The Agreement constituents the integral part of the Offer. All provisions of the current version of the Offer apply to the relations of the parties of the Agreement.The Agreement constituents the integral part of the Offer. All provisions of the current version of the Offer apply to the relations of the parties of the Agreement.\nCOMPANY DETAILS\nThe name: OLCF CORPORATION PTE. LTD.\n[Registration No. 201807362H] (Incorporated in the Republic of Singapore)\nAddress: 140 PAYA LEBAR ROAD #10-09 AZ@PAYA LEBAR SINGAPORE 409015\nDirector: Artem Evdokimov\nWebsite of OLPORTAL - https://olportal.ai\nContact us: support@olportal.ai\n", "spans": [ [ 0, 9 ], [ 10, 53 ], [ 54, 108 ], [ 109, 133 ], [ 134, 216 ], [ 216, 503 ], [ 504, 540 ], [ 541, 610 ], [ 611, 680 ], [ 681, 797 ], [ 798, 1885 ], [ 1886, 2384 ], [ 2385, 2564 ], [ 2565, 2691 ], [ 2692, 2719 ], [ 2720, 2869 ], [ 2870, 3299 ], [ 3300, 3330 ], [ 3331, 3719 ], [ 3719, 3840 ], [ 3841, 4213 ], [ 4214, 4519 ], [ 4520, 4779 ], [ 4780, 5021 ], [ 5022, 5371 ], [ 5371, 5704 ], [ 5705, 5871 ], [ 5872, 6064 ], [ 6065, 6091 ], [ 6092, 6351 ], [ 6351, 6454 ], [ 6455, 6484 ], [ 6485, 6608 ], [ 6608, 6783 ], [ 6784, 6918 ], [ 6918, 7406 ], [ 7407, 7434 ], [ 7435, 7621 ], [ 7621, 7686 ], [ 7687, 7715 ], [ 7716, 8051 ], [ 8052, 8079 ], [ 8080, 8274 ], [ 8275, 8304 ], [ 8305, 8445 ], [ 8446, 8516 ], [ 8516, 8555 ], [ 8556, 8626 ], [ 8626, 8843 ], [ 8843, 9076 ], [ 9077, 9141 ], [ 9141, 9247 ], [ 9247, 9306 ], [ 9306, 9412 ], [ 9413, 9428 ], [ 9429, 9461 ], [ 9461, 9465 ], [ 9466, 9539 ], [ 9540, 9606 ], [ 9607, 9632 ], [ 9633, 9674 ], [ 9675, 9706 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 32 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 10 ] }, "nda-1": { "choice": "Entailment", "spans": [ 10 ] }, "nda-19": { "choice": "Entailment", "spans": [ 40 ] }, "nda-12": { "choice": "Entailment", "spans": [ 12 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 33 ] }, "nda-3": { "choice": "Contradiction", "spans": [ 10 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 9, 18 ] }, "nda-17": { "choice": "Entailment", "spans": [ 24 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 11 ] }, "nda-5": { "choice": "Entailment", "spans": [ 9, 18 ] }, "nda-4": { "choice": "Entailment", "spans": [ 23 ] } } } ], "document_type": "search-pdf", "url": "https://olportal.ai/static/media/NDA_eng.pdf" }, { "id": 232, "file_name": "NDA_for_Raffles_Translation_Website.pdf", "text": "No.\nNON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (\u201cAgreement\u201d) is made between:\nName of Company: Raffles Translation Services\n71 Jurong West Central 3, #07-17, The\nAddress:\nCentris, Singapore 648335 Tel: Tel: 6570 6028\n(\u201cCompany\u201d) (\u201cVendor\u201d)\n(hereinafter individually known as \u201cParty\u201d and collectively known as \u201cParties\u201d)\nThis Agreement shall be effective from [DATE]. Company and Vendor agree as follows:\n1. Definitions\n(a) \u201cActivity\u201d means the work undertaken and/or to be undertaken by the Vendor pursuant to the Vendor\u2019s engagement by the Company.\n(b) \u201cAffiliate\u201d of a Party means any corporation or other entity that a Party directly or indirectly controls, or is controlled by or is under common control with. In this context, a Party \u201ccontrols\u201d a corporation or other entity if it owns fifty percent (50%) or more of the voting rights for the board of directors or other mechanism of control for the corporation or other entity.\n(c) \u201cConfidential Information\u201d refers to all non-public information concerning itself, its affiliates and subsidiaries, which may include, but is not limited to (i) all discussions between the Company and Vendor pursuant to and relating to the Activity, (ii) any business, marketing, human resource, financial, technical, scientific or other information in tangible or intangible form, disclosed by one Party (including its Affiliates) (hereinafter known as the \u201cDisclosing Party\u201d) to the other Party (including its Affiliates) (hereinafter known as the \u201cReceiving Party\u201d) which, at the time of disclosure is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the Parties (or its Affiliates) exercising reasonable business judgment, to be confidential, specifically including the Parties\u2019 business, finances, operations, including projections and analysis, business plans, service delivery concepts, technical know-how, patent applications, staff strength, staff records, payroll, customer lists, supplier lists, methods of operations, price lists, software code, development strategies, distribution arrangements, financial data, marketing plans, and business practices or policies.\n2. Disclosure, Use Restrictions and Proprietary Rights\n(a) Disclosure and Use. Unless otherwise agreed by the Disclosing Party in writing, any Confidential Information received by the Receiving Party shall be retained in confidence, disclosed only to its officers, directors, employees, advisors and agents, and to its Affiliates (collectively, \u201cRepresentatives\u201d) solely on a need to know basis, and used only in connection with the Activity and not for any other purpose; provided, that such Representatives shall have agreed to be bound by obligations of confidentiality consistent with those contained in this Agreement; provided, further, that Receiving Party agrees to be responsible for any breach of this Agreement by any of its Representatives.\n(b) Unless otherwise agreed in writing, the Receiving Party agrees that such Confidential Information shall not be disclosed or otherwise utilized in any manner to advise or form the basis for providing advice to other existing and/or potential customers of the Receiving Party and/or its Representatives.\n(c) The Receiving Party shall exercise reasonable care to separate all Confidential Information and all information generated by the Receiving Party based thereon from all documents and other records of the Receiving Party, and shall otherwise exercise reasonable care to prevent the unauthorized use or disclosure of the Disclosing Party\u2019s Confidential Information.. Save as the Receiving Party determines is strictly necessary for the purpose of the Activity, Confidential Information received under this Agreement shall not be copied without the prior written consent of the Disclosing Party.\n(d) The obligations of confidence set forth in this Agreement shall extend to any Affiliates and Representatives of the Receiving Party that have received Confidential Information.\n(e) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party, its employees, Affiliates or Representatives and will cooperate with the Disclosing Party in every reasonable way to assist the Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.\n(f) Exemptions. The Receiving Party shall not be bound by the obligations restricting disclosure and use set forth in this Agreement with respect to Confidential Information, or any part thereof, which: (i) was lawfully in the public domain prior to its disclosure, or becomes publicly available other than through a breach of this Agreement; (ii) was disclosed to the Receiving Party by a third party, provided such third party is not in breach of any confidentiality obligation in respect of such information; (iii) is independently developed by the Receiving Party, where the burden is on the Receiving Party to prove independent development; or (iv) is disclosed when such disclosure is compelled pursuant to legal, judicial or administrative proceedings, or otherwise required by law, subject to the Receiving Party giving all reasonable prior notice and reasonable assistance to Disclosing Party to allow Disclosing Party to seek protective or other court orders. The foregoing exemptions shall extend to any approved Affiliates that receive or have received Confidential Information.\n(g) Proprietary Rights. The Receiving Party (including its Affiliates and Representatives) do not acquire any rights, express or implied, in the Confidential Information of Disclosing Party (including its Affiliates), except for the limited use specified in this Agreement. The Confidential Information of Disclosing Party (and its Affiliates), including all right, title and interest therein, remain the sole and exclusive property of Disclosing Party (and its Affiliates).\n(h) No Disclosing Party nor its Affiliates shall be deemed to have made any representation or warranty as to the accuracy or completeness of any of the Confidential Information.\n3. Remedies\n(a) Remedies. The Receiving Party agrees that any violation or threatened violation of this Agreement will cause irreparable harm to Disclosing Party, entitling Disclosing Party to seek injunctive relief in addition to all other legal remedies.\n4. Term of Obligation\n(a) Term. The Parties specifically agree that the confidentiality obligations set forth in this Agreement shall remain in effect for a period of five (5) years from the date of this Agreement, despite any termination of this Agreement.\n(b) Return of Confidential Information. At any time requested in writing by Disclosing Party, the Receiving Party shall return or destroy all documents, samples or other tangible materials embodying Confidential Information, shall retain no copies thereof, and shall certify in writing that such destruction or return has been accomplished.\n5. Indemnity\n(a) The Receiving Party shall indemnify and defend the Disclosing Party, its employees, directors, officers, agents, representatives and Affiliates, from and against any losses, damages, liabilities, costs or expenses (including without limitation expense of consultants and legal advisors and counsel) claims, suits, actions, proceedings, demands, penalties, fines, judgments, awards or damages arising out of the Receiving Party\u2019s or its Representatives\u2019 failure to perform or comply with, or breach of, any one or more of the terms of this Agreement.\n6. General\n (a) Waiver. The failure of either Party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of the said Party to enforce any subsequent breach of such term.\n(b) Assignment. This Agreement shall be binding on and inure to the benefit of each Party\u2019s respective successors and permitted assigns; however, the Parties may not assign or otherwise transfer this Agreement or any of its rights or obligations without the prior written consent of the other Party, such consent not to be unreasonably withheld.\n(c) Construction. While the Parties hereto believe that the terms hereof are fair, reasonable and enforceable in all respects, it is agreed that in the event that any provision of this Agreement is found to be invalid, void or unenforceable, unless such provision materially affects the intent and purpose of this Agreement, such invalidity, voidability or unenforceability shall not affect the validity of this Agreement nor the remaining provisions herein.\n(d) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Singapore and shall be subject to the non-exclusive jurisdiction of the courts of Singapore.\n(e) Entire Agreement. This Agreement does not create any partnership or agency relationship. This Agreement constitutes the entire agreement between the Parties on the subject matter hereof and supersede all prior agreements, communications and understandings of any nature whatsoever, oral or written. This Agreement may not be modified or waived orally and may be modified only in a writing signed by a duly authorized representative of both Parties.\n(f) Representation Agreement. The Parties agree that no contract or agreement providing for Vendor\u2019s engagement shall be deemed to exist between Vendor and Company unless and until Vendor and Company execute and deliver a final definitive agreement relating thereto.\nIN WITNESS WHEREOF, the Parties have signed this Agreement as of the Effective Date.\nCOMPANY VENDOR\nSigned: Signed\nPrint: Print:\nTitle: Title:\nDate: Date:\n", "spans": [ [ 0, 3 ], [ 4, 28 ], [ 29, 89 ], [ 90, 135 ], [ 136, 173 ], [ 174, 182 ], [ 183, 228 ], [ 229, 251 ], [ 252, 331 ], [ 332, 379 ], [ 379, 415 ], [ 416, 430 ], [ 431, 561 ], [ 562, 726 ], [ 726, 945 ], [ 946, 1107 ], [ 1107, 1200 ], [ 1200, 2199 ], [ 2200, 2254 ], [ 2255, 2952 ], [ 2953, 3258 ], [ 3259, 3627 ], [ 3627, 3854 ], [ 3855, 4035 ], [ 4036, 4502 ], [ 4503, 4519 ], [ 4519, 4706 ], [ 4706, 4846 ], [ 4846, 5015 ], [ 5015, 5152 ], [ 5152, 5473 ], [ 5473, 5593 ], [ 5594, 5618 ], [ 5618, 5868 ], [ 5868, 6068 ], [ 6069, 6246 ], [ 6247, 6258 ], [ 6259, 6273 ], [ 6273, 6503 ], [ 6504, 6525 ], [ 6526, 6536 ], [ 6536, 6761 ], [ 6762, 6802 ], [ 6802, 7102 ], [ 7103, 7115 ], [ 7116, 7669 ], [ 7670, 7680 ], [ 7681, 7682 ], [ 7682, 7694 ], [ 7694, 7892 ], [ 7893, 7909 ], [ 7909, 8238 ], [ 8239, 8257 ], [ 8257, 8697 ], [ 8698, 8717 ], [ 8717, 8892 ], [ 8893, 8915 ], [ 8915, 8986 ], [ 8986, 9196 ], [ 9196, 9345 ], [ 9346, 9376 ], [ 9376, 9612 ], [ 9613, 9697 ], [ 9698, 9712 ], [ 9713, 9727 ], [ 9728, 9741 ], [ 9742, 9755 ], [ 9756, 9767 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 33, 34 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 15, 17 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 15, 16, 17 ] }, "nda-19": { "choice": "Entailment", "spans": [ 41 ] }, "nda-12": { "choice": "Entailment", "spans": [ 26, 29 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 43 ] }, "nda-3": { "choice": "Entailment", "spans": [ 15, 17 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 19 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 22 ] }, "nda-8": { "choice": "Entailment", "spans": [ 26, 30 ] }, "nda-13": { "choice": "Entailment", "spans": [ 26, 28 ] }, "nda-5": { "choice": "Entailment", "spans": [ 19 ] }, "nda-4": { "choice": "Entailment", "spans": [ 19, 20 ] } } } ], "document_type": "search-pdf", "url": "http://rafflestranslation.com.sg/wp-content/uploads/2018/06/NDA_for_Raffles_Translation_Website.pdf" }, { "id": 233, "file_name": "NDA_template.pdf", "text": "CONTRACTOR UNILATERAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nFOR GOOD CONSIDERATION, and in consideration of the contemplated contractualrelationship with 3sixty Ltd. (the \u201cCompany\u201d),(the\u201cContractor\u201d), ______________ (Address;___________) of hereby agrees to the terms of this agreement (the \u201cAgreement\u201d):\n1) CONFIDENTIAL INFORMATION\na) Company Information. The Contractor agrees at all times during the term of its contract with the Company (the \u201cTerm\u201d) and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm, or corporation without written authorization of the Company, any Confidential Information of the Company. \u201cConfidential Information\u201d means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed to the Contractor by the Company either directly or indirectly.\nb) Exceptions. The foregoing obligations and restrictions do not apply to that partof the Confidential Information that the Contractor can demonstrate:\ni) was available or became generally available to the public other than as a result of a disclosure by the Contractor; or\nii) was available, or became available, to the Contractor on a non-confidential basis prior to its disclosure to the Contractor by the Company or a Company representative, but only if such information was not made available through a breach of confidentiality owed to the Company; or\niii) was requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar process) or is required by a regulatory body to make any disclosure which is prohibited or otherwise constrained by this Agreement, provided, however, that the Contractor shall: (A) provide the Company with prompt notice of any such request(s) so that the Company may seek an appropriate protective order or other appropriate remedy: and (B) provide reasonable assistance to the Company in obtaining any such\nprotective order. If such protective order or other remedy is not obtained or the Company grants a waiver hereunder, the Contractor may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of counsel reasonably acceptable to the Company, the Contractor is legally compelled or am otherwise required to disclose; provided, however, that the Contractor shall use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential Information so disclosed.\nc) Applicability to Employees and Subcontractors. The Contractor shall not disclose any Confidential Information to any of its associates, members, employees, or subcontractors, except those employees or subcontractors who are required to have the Confidential Information in order to perform their duties in connection with the evaluation and continuation of a business relationship between the Contractor and the Company.The Contractor shall inform each such individual of theproprietary nature of the Confidential Information and of the terms and obligations of this Agreement. Each permitted employee, subcontractor, member, or associate to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Company.\nd) Former Employer or Associate Information. The Contractor will not, during the Term, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or associate, and not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer or associate unless consented to in writing by such employer or associate.\ne) Third Party Information. The Contractor recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company\u2019s part to maintain the confidentiality of such information and to use it only for certain limited purposes, and hereby agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm, or corporation or to use it except as necessary in carrying out its work for theCompany consistent with the Company\u2019s agreement with such third party.\n2) RETURN OF PROPERTY\nAt the end of the Term, the Contractor will return to the Company, retaining nocopies or notes, all documents relating to the Company\u2019s business including, but not limited to,reports, abstracts, lists, correspondence, information, computer files, computer disks, and allother materials and all copies of such material, obtained by the Contractor during itscontractual relationship with the company.\n3) NO COMPANY LIABILITY\nAll Confidential Information is provided \u201cAS IS\u201d and the Company makes no warrantyregarding the accuracy or reliability of such information. Neither the Company nor any of itsadvisors or representatives shall have any liability to the Contractor or any of itsrepresentatives resulting from the Contractor\u2019s use of the Confidential Information.\n4) CONTRACTORS.\nThe parties are independent of each other. Nothing in this Agreement shall be construed to createan employment or joint relationship between the parties.\n5) LEGAL AND EQUITABLE REMEDIES\nThe Contractor recognizes that the Company may be irreparably damaged by anybreach of this Agreement and that the Company shall be entitled to seek an injunction, specificperformance, or other equitable remedy to prevent such competition or disclosure, and mayentitle the Company to other legal remedies, including attorneys\u2019 fees and costs.\n6) SUCCESSORS AND ASSIGNS\nName: _______________ Name: _______________\nTitle: ________________ Title: ________________\nSignature: _________________ Signature: _________________\n", "spans": [ [ 0, 66 ], [ 67, 208 ], [ 208, 311 ], [ 312, 339 ], [ 340, 364 ], [ 364, 707 ], [ 707, 1181 ], [ 1182, 1197 ], [ 1197, 1333 ], [ 1334, 1455 ], [ 1456, 1739 ], [ 1740, 2095 ], [ 2095, 2255 ], [ 2255, 2325 ], [ 2326, 2344 ], [ 2344, 2875 ], [ 2876, 2926 ], [ 2926, 3299 ], [ 3299, 3457 ], [ 3457, 3673 ], [ 3674, 3719 ], [ 3719, 4088 ], [ 4089, 4117 ], [ 4117, 4707 ], [ 4708, 4729 ], [ 4730, 5128 ], [ 5129, 5152 ], [ 5153, 5294 ], [ 5294, 5496 ], [ 5497, 5512 ], [ 5513, 5556 ], [ 5556, 5666 ], [ 5667, 5698 ], [ 5699, 6040 ], [ 6041, 6066 ], [ 6067, 6073 ], [ 6073, 6089 ], [ 6089, 6095 ], [ 6095, 6110 ], [ 6111, 6118 ], [ 6118, 6135 ], [ 6135, 6142 ], [ 6142, 6158 ], [ 6159, 6170 ], [ 6170, 6188 ], [ 6188, 6199 ], [ 6199, 6216 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 25 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 25 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 17 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 8, 11, 12 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 17 ] }, "nda-4": { "choice": "Entailment", "spans": [ 23 ] } } } ], "document_type": "search-pdf", "url": "http://youwillneverworkagain.com/resources/pdfs/NDA_template.pdf" }, { "id": 234, "file_name": "NDCA.pdf", "text": "Non-Disclosure and Confidentiality Agreement\nOur Agreement with the Seller requires that we obtain a non-disclosure and confidentiality agreement and evidence of financial ability before disclosing the name and location of his business. This information will be kept confidential. In compliance with the above, please read and complete the following Non-Disclosure and Confidentiality Agreement.\nI, the undersigned potential investor, in consideration for the Principals, Associates, Agents or Employees of the Franchisee, providing me with information on businesses offered for sale, understand and agree: That information provided on businesses by the Blockbuster Franchisee is sensitive and confidential and that its disclosure to others would be damaging to the businesses and to the Broker\u2019s fiduciary relationship with the Seller.\nThat I will not disclose any Information regarding these businesses to any other person who has not also signed and dated this agreement, except to secure their advice and counsel, in which case I agree to obtain their consent to maintain such confidentiality. \u201cInformation\u201d shall include the fact that the business is for sale plus other data. The term Information does not include any information, which is, or becomes, generally available to the public or is already in your possession. All Information provided to review the business will be returned to the Franchisee without retaining companies, summaries, analyses or extracts there of in the event the review is terminated. That I will not contact the Seller, his employees, supplies or customers except through Tameracq Partners, Inc. That all Information is provided by the Seller and is not verified in any way by Tameracq Partners, Inc. Tameracq Partners, Inc is relying on Seller for the accuracy and completeness of said Information, has no knowledge of the accuracy of said Information and makes no warranty, expressed or implied, as to such Information.\nTameracq Partners, Inc does not give tax, accounting or legal advice. That, prior to finalizing an agreement to purchase a business, it is my responsibility to make an independent verification of all information. I agree that Tameracq Partners, Inc is not responsible for the accuracy of any Information I received and I agree to indemnify and hold Tameracq Partners, Inc harmless from any claims or damages resulting from its use. I will look only to Seller and to my own investigation for all information regarding any business offered by the Franchisee.\nThat, should I enter into an agreement to purchase a business the Franchisee offers for sale, I grant to the Seller the right to obtain, through standard reporting agencies, financial and credit information concerning myself or the companies or other parties I represent and understand that this information will be held confidential by Seller and Tameracq Partners, Inc and will only be used for the purpose of Seller extending credit to me.\nThat all correspondence, inquiries, offers to purchase and negotiations relating to the purchase or lease or any business presented to me, or companies I represent, by the Blockbuster Franchisee, will be conducted exclusively through Tameracq Partners, Inc.\nAgreed to and accepted:\nName (signature)______________________________Date _______________________\nName (please print) _____________________________ Tel. No.___________________\nAddress_________________________________________________________________\nCity___________________________ State______________ Zip___________________\nFor the (name of company)__________________________________________________\n", "spans": [ [ 0, 44 ], [ 45, 237 ], [ 237, 281 ], [ 281, 395 ], [ 396, 836 ], [ 837, 1098 ], [ 1098, 1182 ], [ 1182, 1327 ], [ 1327, 1519 ], [ 1519, 1631 ], [ 1631, 1956 ], [ 1957, 1976 ], [ 1976, 2027 ], [ 2027, 2170 ], [ 2170, 2389 ], [ 2389, 2513 ], [ 2514, 2956 ], [ 2957, 3214 ], [ 3215, 3238 ], [ 3239, 3290 ], [ 3290, 3313 ], [ 3314, 3334 ], [ 3334, 3364 ], [ 3364, 3369 ], [ 3369, 3391 ], [ 3392, 3464 ], [ 3465, 3497 ], [ 3497, 3517 ], [ 3517, 3539 ], [ 3540, 3615 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 8 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 1, 2 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 5 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 5 ] } } } ], "document_type": "search-pdf", "url": "http://www.tameracq.com/bb/NDCA.pdf" }, { "id": 235, "file_name": "NDD.pdf", "text": "[By clicking \"I Accept\" at the bottom of this Declaration, the Applicant acknowledges, understands, agrees with and signs the below Non-Disclosure Declaration on the registration of Registered Reporting Mechanism (the \u2018\u2019RRM\u2019\u2019).]\nNON DISCLOSURE DECLARATION\non the registration of Registered Reporting Mechanism (the \u2018\u2019RRM\u2019\u2019) in line with the Commission Implementing Regulation (EU) No 1348/2014 (\u2018\u2019Declaration\u2019\u2019)\nGiven that the undersigned applicant [Organisation Name], represented for the purpose of signature of this Declaration by [Name Surname] (the \"Applicant\"), has the intention to register as the RRM, the Agency for the Cooperation of Energy Regulators (the \u2018Agency\u2019), for that purpose, will make certain confidential information, as defined below, available to the Applicant.\nAs a condition to, and in consideration of, the Agency's furnishing of confidential information to the Applicant, the Applicant agrees to the undertakings contained in this Declaration.\nThe Applicant agrees that all information disclosed by the Agency to the Applicant by means of a document \u2018\u2019Technical Specifications for RRMs\u2019\u2019, including its future amendments, and other documents relating to the RRM registration and data submission shall be considered as confidential (altogether the \u2018Confidential Information\u2019).\nThe Confidential Information relates to (without limitation) the Agency\u2019s technical data, actual and anticipated developments or products, know-how, software, hardware, processes, architectures, concepts, ideas, designs, drawings, personnel, financial information, computer programs, studies, work in progress, visual demonstrations, and other data, whether written, graphic, or electronic form.\nThe Applicant agrees moreover:\n\u2022 to use the Confidential Information solely for the purpose of the RRM registration ;\n\u2022 to use all possible means to maintain this Confidential Information in strict confidence and at least those measures that it employs for the protection of its own confidential information, but in any event not less than a reasonable degree of care;\n\u2022 to disclose this information only to the Applicant's employees or particular employees of subcontractors who are required to have the information for the purpose of the Applicant\u2019s registration as RRM, and have previously signed an agreement in content similar to the provisions thereof;\n\u2022 to oblige all employees receiving access to the Confidential Information not to disclose it to anyone and not to make any copies of it;\n\u2022 to immediately notify in writing the Agency in the event of any unauthorised use or disclosure of the Confidential Information.\nThe Applicant shall not use for its own purposes, reverse engineer, disassemble, decompile or copy any software or other objects which embody the Confidential Information, nor transmit, directly or indirectly, any Confidential Information.\nAll Confidential Information remain the property of the Agency and no license or other rights in the Confidential Information are granted hereby, except as expressly provided above.\nThe Applicant's obligations hereunder shall survive until all information in the Confidential Information hereunder becomes publicly known.\nThe Applicant hereby acknowledges that unauthorised disclosure or use of the Confidential Information could cause irreparable harm and significant injury, which may be difficult to ascertain. Accordingly, the Applicant agrees that the Agency shall have the right to seek and obtain immediate injunctive relief or an equivalent measure before the competent court, in addition to any other rights and remedies it may have.\nThe Declaration shall be governed by Union law, complemented, where necessary, by the law of Slovenia. Any dispute between the Agency and the Applicant in relation to the interpretation, application or validity of this Declaration which cannot be settled amicably shall be brought before the courts of Ljubljana.\nThis Declaration shall bind and inure to the benefit of the Agency and Applicant and their successors and assigns.\n[\"I Accept\"]\n", "spans": [ [ 0, 228 ], [ 229, 255 ], [ 256, 411 ], [ 412, 785 ], [ 786, 971 ], [ 972, 1303 ], [ 1304, 1699 ], [ 1700, 1730 ], [ 1731, 1817 ], [ 1818, 2068 ], [ 2069, 2358 ], [ 2359, 2496 ], [ 2497, 2626 ], [ 2627, 2866 ], [ 2867, 3048 ], [ 3049, 3188 ], [ 3189, 3381 ], [ 3381, 3609 ], [ 3610, 3713 ], [ 3713, 3922 ], [ 3923, 4037 ], [ 4038, 4050 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 13 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 14 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 15 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 7, 10 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 7, 11, 13 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 7, 10 ] }, "nda-4": { "choice": "Entailment", "spans": [ 7, 8, 13 ] } } } ], "document_type": "search-pdf", "url": "https://documents.acer-remit.eu/wp-content/uploads/NDD.pdf" }, { "id": 236, "file_name": "nda-employee-template.pdf", "text": "Non-Disclosure Agreement\nThis Agreement is made as of the ___day of _______, 20_____ (\u201cEffective Date\u201d) by and between ________________________________, having offices at ____________________ and Carnegie Mellon University, having offices at 5000 Forbes Avenue, Pittsburgh, PA 15213 (\u201cCarnegie Mellon\u201d).\nWHEREAS, for the purpose of furthering a potential research relationship between them, ________________________ and Carnegie Mellon (collectively referred to as the \u201cParties,\u201d and each individually referred to as a \u201cParty\u201d) have determined to establish terms governing the use and protection of certain Confidential Information (as defined below) that one Party (\u201cDisclosing Party\u201d) may disclose to the other Party (\u201cRecipient\u201d), which information in the case of ____________________________ relates generally to ______________________________ and in the case of Carnegie Mellon relates generally to ___________________________.\nNOW THEREFORE, intending to be legally bound, the Parties agree as follows:\n1. Confidential Information.\na) \u201cConfidential Information\u201d means all information both tangible and intangible of a Disclosing Party which relates, respectively, to the above identified subject matter, including, but not limited to, trade secrets, business and technical information and data, disclosed orally, visually, in writing, electronic media or by any other means, and that is marked in accordance with this Section 1.\nb) With respect to any tangible information that a Disclosing Party would like to be treated as Confidential Information under this Agreement, the Disclosing Party shall mark such information as \u201cConfidential\u201d prior to disclosing it to the Recipient.\nc) With respect to any oral or visual communication or other intangible information which a Disclosing Party would like to be treated as Confidential Information under this Agreement, the Disclosing Party shall notify Recipient of such fact at the time of disclosure and within fifteen (15) days thereafter, Disclosing Party shall send Recipient a written memorandum outlining the information deemed to be Confidential Information. Such memorandum shall be marked \u201cConfidential.\u201d\n2. Non-Disclosure. A Recipient of Confidential Information under this Agreement shall use the Confidential Information only for the purpose of evaluating a research relationship between the Parties and shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own confidentiality or proprietary information of like importance. If necessary to effectuate the furthering of a potential research relationship, Recipient may disclose Confidential Information received under this Agreement to employees and/or consultants with a need to know, provided that any consultants are bound to protect such Confidential Information from unauthorized use and disclosure under the terms of a written agreement. Confidential Information shall not otherwise be disclosed to any third party without the prior written consent of the Disclosing Party. Neither Party shall use the Confidential Information of the other, in whole or in part, except as permitted under this Agreement.\n3. Exclusions.\na) \u201cConfidential Information\u201d shall not include information that:\ni. was publicly known at the time of the Disclosing Party\u2019s communication thereof;\nii. becomes publicly known through no fault of Recipient subsequent to the time of Disclosing Party\u2019s communication thereof to Recipient;\niii. was in Recipient\u2019s possession free of any obligation of confidence at the time of Disclosing Party\u2019s communication thereof to Recipient;\niv. is developed by Recipient independently of this Agreement without use or reference to the Disclosing Party's Confidential Information;\nv. is rightfully obtained by Recipient from a third party, provided the Recipient has no reason to believe that such third party was under an obligation of confidentiality to the Disclosing Party.\nb) In the event Confidential Information of the other party is lawfully required to be disclosed by any governmental agency or otherwise required to be disclosed by law, it may be so disclosed without violation of this Agreement, but only to the extent required; provided however that before making such disclosure, Recipient shall give Disclosing Party reasonable prior written notice of such required disclosure so that Disclosing Party has an opportunity to interpose an objection and/or take action to ensure confidential handling of such information.\n4. Return of Information. All Confidential Information disclosed under this Agreement (including without limitation information in computer software or held in electronic storage media) shall be and remain in the property of Disclosing Party. All such information in tangible form shall be returned to Disclosing Party promptly upon written request by Disclosing Party or the termination or expiration of this Agreement, whichever occurs first, and shall not thereafter be retained in any form by Recipient. In lieu of return, such information may be destroyed by the Recipient provided any such destruction shall be certified in writing to the Disclosing Party by one of Recipient\u2019s duly authorized officers. No intellectual property rights, including but not limited to, licenses or rights under any patent, copyright, trademark or trade secret, are granted or are to be implied by this Agreement. Neither Party is obligated under this Agreement to purchase from or provide to the other Party any service or product or enter into any agreement.\n5. Duration of Confidentiality. The Recipient shall maintain in confidence and shall not disclose to any person not a party hereto, unless permitted to do so under Section 2, or use or exploit in any way, without the Disclosing Party\u2019s written agreement, any Confidential Information for a period of five (5) years from the date of disclosure of such information, unless such information ceases to be Confidential Information prior to the end of such five-year period through no fault of Recipient, or Recipient and Disclosing Party enter into a written agreement authorizing same.\n6. No Warranty. Disclosing Party makes no representation or warranty to Recipient as to the accuracy or completeness of any Confidential Information provided by it and shall not have any liability or responsibility for errors or omissions in any Confidential Information disclosed under this Agreement. Disclosing Party shall not have any liability to Recipient relating to or resulting from the use of Confidential Information by Recipient or any decisions made by Recipient relating to or resulting from the use of any Confidential Information.\n7. No Relationship. This Agreement is intended to provide only for the handling and protection of Confidential Information. It shall not be construed as a teaming, joint venture, partnership or other similar arrangement.\n8. Injunctive Relief. The Parties acknowledge that the Confidential Information is a unique and valuable asset of Disclosing Party, and that disclosure in breach of this Agreement may result in irreparable injury to Disclosing Party for which monetary damages alone would not be an Non-disclosure Agreement \u2013 v. 1.0 adequate remedy. Therefore, the Parties agree that in the event of a breach or threatened breach of confidentiality and/or of this agreement, the Disclosing Party shall be entitled to seek an injunction prohibiting any such breach or to specific performance or other equitable relief as a remedy available to Disclosing Party. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.\n9. No Assignment. Neither Party shall assign any of its rights or obligations hereunder, without the prior written consent of the other Party. Any attempted assignment in violation of this section will be void and of no effect.\n10. Entire Agreement. This Agreement (a) is the complete agreement of the Parties concerning the subject matter hereof and supersedes any prior agreements, understanding or discussions with respect to the subject matter hereof; and (b) may not be amended or in any manner modified except by a non-electronic written instrument signed by authorized representatives of both Parties.\n11. Choice of Law and Venue. This Agreement and any actions under it shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflicts of laws provisions. Any disputes arising under or relating to this Agreement shall be heard in the Court of Common Pleas of Allegheny County, Pennsylvania or the United States District Court for the Western District of Pennsylvania. Each party hereby consents to the jurisdiction of said courts and waives any objection which they may have at any time to the jurisdiction of such courts, the laying of venue in such courts or the convenience of the forum.\n12. Export Control. Each Party agrees that it will not directly or indirectly transmit, by way of trans-shipment, export, diversion or otherwise, any Confidential Information of the other Party except in accordance with any and all applicable United States export control laws and regulations. As an institution of higher learning, Carnegie Mellon generally performs fundamental research that is exempt from export control licensing under applicable export control laws. As a result, Carnegie Mellon typically does not wish to take receipt of export-controlled information, except as may be specifically agreed to by Carnegie Mellon and for which Carnegie Mellon has made specific arrangements. __________________ agrees that it will not provide or make accessible to Carnegie Mellon any export-controlled Confidential Information without first informing the Carnegie Mellon\u2019s Office of Sponsored Programs of the export-controlled nature of the Confidential Information and obtaining from Carnegie Mellon\u2019s Office of Sponsored Programs its written consent to accept such information as well as any specific instructions regarding the mechanism pursuant to which such information should be passed.\n13. Severability. If any provision of this Agreement is found unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the Parties as expressed herein.\n14. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than Carnegie Mellon and _________ any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.\n15. Term of Agreement. The term of this Agreement will be one (1) year from the Effective Date, unless it is terminated earlier by either party providing the other party with at least thirty (30) days prior written notice, or unless it is extended as mutually agreed upon by the parties.\nIN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed by its duly authorized representative as of the date first written above.\n____________________________________ CARNEGIE MELLON UNIVERSITY\nSignature:____________________________ Signature:__________________________\nName:_______________________________ Name:_____________________________\nTitle:________________________________ Title:______________________________\n", "spans": [ [ 0, 15 ], [ 15, 24 ], [ 25, 119 ], [ 119, 171 ], [ 171, 303 ], [ 304, 391 ], [ 391, 767 ], [ 767, 796 ], [ 796, 817 ], [ 817, 848 ], [ 848, 904 ], [ 904, 932 ], [ 933, 1008 ], [ 1009, 1037 ], [ 1038, 1434 ], [ 1435, 1685 ], [ 1686, 2118 ], [ 2118, 2164 ], [ 2164, 2165 ], [ 2166, 2185 ], [ 2185, 2556 ], [ 2556, 2925 ], [ 2925, 3061 ], [ 3061, 3190 ], [ 3191, 3205 ], [ 3206, 3271 ], [ 3272, 3354 ], [ 3355, 3492 ], [ 3493, 3634 ], [ 3635, 3773 ], [ 3774, 3970 ], [ 3971, 4526 ], [ 4527, 4553 ], [ 4553, 4770 ], [ 4770, 5035 ], [ 5035, 5237 ], [ 5237, 5427 ], [ 5427, 5573 ], [ 5574, 5606 ], [ 5606, 6155 ], [ 6156, 6172 ], [ 6172, 6459 ], [ 6459, 6702 ], [ 6703, 6723 ], [ 6723, 6827 ], [ 6827, 6923 ], [ 6924, 6946 ], [ 6946, 7257 ], [ 7257, 7567 ], [ 7567, 7680 ], [ 7681, 7699 ], [ 7699, 7824 ], [ 7824, 7908 ], [ 7909, 7931 ], [ 7931, 7946 ], [ 7946, 8141 ], [ 8141, 8289 ], [ 8290, 8319 ], [ 8319, 8507 ], [ 8507, 8720 ], [ 8720, 8942 ], [ 8943, 8963 ], [ 8963, 9237 ], [ 9237, 9414 ], [ 9414, 9638 ], [ 9638, 10139 ], [ 10140, 10158 ], [ 10158, 10471 ], [ 10472, 10506 ], [ 10506, 10742 ], [ 10743, 10766 ], [ 10766, 11030 ], [ 11031, 11192 ], [ 11193, 11230 ], [ 11230, 11256 ], [ 11257, 11296 ], [ 11296, 11332 ], [ 11333, 11370 ], [ 11370, 11404 ], [ 11405, 11444 ], [ 11444, 11480 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 34 ] }, "nda-15": { "choice": "Entailment", "spans": [ 33, 36 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 14 ] }, "nda-1": { "choice": "Entailment", "spans": [ 15, 16, 17 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 25, 29 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 14, 16 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 21 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 31 ] }, "nda-13": { "choice": "Entailment", "spans": [ 25, 30 ] }, "nda-5": { "choice": "Entailment", "spans": [ 21 ] }, "nda-4": { "choice": "Entailment", "spans": [ 20, 23, 39 ] } } } ], "document_type": "search-pdf", "url": "https://www.cmu.edu/osp/contracts/contracts-forms/nda-employee-template.pdf" }, { "id": 237, "file_name": "nda-format-approved-by-legal-section.pdf", "text": "NON DISCLOSURE AGREEMENT\n(On Rs.200/- non-judicial stamp paper)\nThis Agreement is made on day of 2018\nBETWEEN\n , a company incorporated under the Companies Act, 1956 and registered as a Securitisation company and asset reconstruction company pursuant to Section 3 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 having its registered office / Head Office at through duly authorized representative (hereinafter referred to as \"Offerer\" which expression unless repugnant to the context or meaning there of be deemed to mean and include its successors, Agents and assigns) on the ONEPART;\nAND\nCanara Bank, a Body Corporate constituted under the Banking Companies [Acquisition and Transfer of Undertakings] Act, 1970, having its Head Office at No.112, J.C. Road, Bangalore 560 002 represented by Deputy General Manager, Recovery Legal & Fraud Prevention Wing, Canara Bank, HO, 113, J.C. Road, Bangalore 560 002 (hereinafter referred to as \"CANARA BANK\", which expression shall unless repugnant to the context or meaning there of be deemed to mean and include its successors and assigns) on the OTHER PART;\nOfferer and Canara Bank are hereinafter collectively referred to as \u201cthe Parties\u201d and individually as the \u201cthe Party\u201d.\nWHEREAS\nCanara Bank proposes to sell a few of its Non-performing Assets (NPAs) and invited Expression of Interest from Asset Reconstruction Companies who are permitted by RBI to purchase the NPAs.\nThe Offerer is intends to purchase the NPAs from Canara Bank by submitting Expression of Interest (EOI).The Offerer is aware that it is a precondition to execute this Non-Disclosure Agreement (NDA) duly expressing their interest for purchase of such assets for getting the Preliminary Information Memorandum (PIM) and participating in the bid after making due diligence. In the course of the said transaction, it is anticipated that either party may have to disclose or deliver to other party certain of some of its trade secretes or confidential or proprietary or other information.\nNOW, THEREFORE, in consideration of the premises and the mutual promises and agreements contained herein, the Offerer and Canara Bank agree as follows:\n1. \u201cConfidential Information\u201d means and includes all data, documents and information disclosed or to be disclosed by either Party to other Party and its Representatives (as defined herein) (including information transmitted in written, electronic, magnetic or other form and also information transmitted orally or visually) and any and all information which may be developed or created, in whole or in part, directly or indirectly, from such information including all notes, summaries, analyses, compilations and other writings.\n\uf0b7 \u201cReceiving Party\u201d means party who receives Confidential Information.\n\uf0b7 \u201cDisclosing Party\u201d means party who discloses Confidential Information.\n2. Notwithstanding any other provisions of this Agreement, each party acknowledges that confidential information shall not include any information which:\n\uf0b7 Is or becomes known to public through no wrongful act; or\n\uf0b7 Is already known to receiving Party from the third party without breach of this agreement; or\n\uf0b7 Is rightfully received by Receiving Party without breach of this Agreement; or\n\uf0b7 Is independently developed by Receiving Party without breach of this Agreement; or\n\uf0b7 Is required to be disclosed b Receiving Party in compliance of orders of competent Court or, any appropriately empowered Government Agency or under any statute.\n\uf0b7 Is explicitely approved / permitted by disclosure by written authority of the disclosing party.\n3. Receiving Party acknowledges that Confidential Information is valuable, proprietary and confidential. Unless otherwise expressly authorized by Disclosing Party, Receiving Party agrees to retain the Confidential Information in confidence for a period as stipulated in Clause 7 herein, and shall not disclose the Confidential Information to any third party or any employee or agent (except its officers, employees, representatives, advisors or agents who have a need to know) and shall not use the Confidential Information for any purpose other than for the purposes agree to herein. No license expressed or implied in the Confidential Information is granted to either party other than to use the information in the minor and to the extent authorised by this Agreement.\n4. Receiving Party agrees, except to the extent pursuant to, or required by law, regulation, legal process or regulatory authority to disclose any Confidential Information (prior intimation be provided to Disclosing Party to enable it to take recourse of legal remedies viz, injunctions, stay etc.), Receiving Party shall not (i) use any portion of the Confidential Information for any purpose not contemplated by this Agreement; or (ii) disclose the Confidential Information or any part of it to any third party.\n5. Notwithstanding the disclosure of any Confidential Information by the Disclosing Party to Receiving Party, the Disclosing Party shall retain title and all intellectual property and proprietary rights in the Confidential Information. No license under any trade mark, patents or copy right, or application for same which are now or thereafter may be obtained by Disclosing Party is either granted or implied by the conveying of Confidential Information. The Receiving Party shall not conceal, alter, obliterate, mutilate, deface or otherwise interfere with any trade mark, trade mark notice, copy right notice, confidentiality notice or any notice of any other proprietary right of the Disclosing Party on any copy of the Confidential Information, and shall reproduce any such mark or notice on all copies of such Confidential Information. Likewise, the Receiving Party shall not add or emboss its own or any other mark, symbol or logo on such Confidential Information.\n6. All Confidential Information is provided \u201cas it is\u201d. In no event shall Disclosing Party be liable for the inaccuracy or incompleteness of the Confidential Information. None of the Confidential Information disclosed by the parties constitutes any representation, warranty, assurance, guarantee or inducement by either party to the other with respect to the fitness of such Confidential Information for any particular purpose or infringement of trademarks, patents, copyrights or any right of third parties.\n7. This Agreement shall be effective from the date hereof and shall terminate upon the completion of any transaction in relation to the underlying transaction or otherwise as determined by the parties; however, the obligations of Receiving Party respecting disclosure and confidentiality shall continue to be binding and applicable without limit in time except and, until such information enters the public domain save and except the clause (2) herein.\n8. Receiving Party agrees to return to Disclosing Party upon its written request, the Confidential Information, any copies of the Confidential Information (whether authorised or not) and any documents or items containing portions of the Confidential Information.\n9. Receiving Party shall defend, indemnify and hold harmless to the Disclosing Party, its affiliates, subsidiaries, successors, assigns, officers, directors, employees, at all times, from and against any and all claims, demands, damages, assertions of liability whether civil, criminal, tortuous or of an nature whatsoever, arising out of or pertaining to or resulting from any breach of representations and warranties made by Receiving Party and/or breach of any provisions of this Agreement, but not limited to any claim from third party pursuant to any act or omission of Receiving Party in the course of discharge of its obligations under this Agreement.\n10. Any dispute, controversy or claim arising out of or relating to this Agreement or any related agreement or other document or the validity, interpretation, breach or termination thereof (Dispute'), including claims seeking redress or asserting rights under applicable law, shall, be resolved amicably between the parties and in case the dispute could not be settled by mutual negotiation, then the same shall be referred to a sole arbitrator appointed by the Bank and the decision of the Arbitrator shall be final and binding on the parties.\n11. This Agreement shall be governed by and construed in accordance with the laws of India, and the competent courts in Bangalore shall have jurisdiction in relation thereto.\n12. Neither party shall make news releases, public announcements, give interviews, issue or publish advertisements or publicize in any other manner whatsoever in connection with this Agreement, the contents / provisions thereof, other information relating to this Agreement, the Purpose, the Confidential Information or other matter of this Agreement, without the prior written approval of the other party.\n13. This Agreement constitutes the entire agreement between the parties relating to the matters discussed herein and supersedes any and all prior oral discussions and/or written Correspondence or agreements between the parties. This Agreement may be amended or modified only with the mutual written consent of the parties. Neither this Agreement nor any right granted hereunder shall be assignable or otherwise transferable.\n14. Each person executing this Agreement warrants and represents that he or she has the authority to enter into this Agreement on behalf of the party whose name appears below their signature.\n15. No person of the Bank or the Contractors and third parties shall violate the Social media Policy of the Bank.\n16. The following acts on the part of personnel of the Bank or Contractors and third parties shall be construed as violation of Social Media Policy :\na. Non-adherence to the standards / guidelines in relation to Social Media Policy issued by the Bank from time to time.\nb. Any omission or commission which exposes the Bank to actual or potential monetary loss or otherwise, reputation loss on account of non-adherence of Social Media related systems and procedures.\nIN WITNESS WHEREOF, the parties have executed this agreement by their authorized representatives at the respective places mentioned thereto:-\nFor and on behalf of the Offerer For and on behalf of CANARA BANK\n(to be signed with seal) (to be signed with seal)\nDesignation and Office Address: Designation and Office Address:\nDate: Date:\nPlace of Execution: Place of Execution:\n", "spans": [ [ 0, 24 ], [ 25, 63 ], [ 64, 101 ], [ 102, 109 ], [ 110, 111 ], [ 111, 645 ], [ 646, 649 ], [ 650, 1161 ], [ 1162, 1181 ], [ 1181, 1280 ], [ 1281, 1288 ], [ 1289, 1477 ], [ 1478, 1582 ], [ 1582, 1849 ], [ 1849, 2061 ], [ 2062, 2213 ], [ 2214, 2742 ], [ 2743, 2813 ], [ 2814, 2886 ], [ 2887, 3040 ], [ 3041, 3100 ], [ 3101, 3196 ], [ 3197, 3277 ], [ 3278, 3362 ], [ 3363, 3525 ], [ 3526, 3623 ], [ 3624, 3729 ], [ 3729, 4209 ], [ 4209, 4394 ], [ 4395, 4721 ], [ 4721, 4828 ], [ 4828, 4908 ], [ 4909, 5145 ], [ 5145, 5364 ], [ 5364, 5750 ], [ 5750, 5879 ], [ 5880, 5936 ], [ 5936, 6051 ], [ 6051, 6388 ], [ 6389, 6830 ], [ 6830, 6841 ], [ 6842, 7104 ], [ 7105, 7763 ], [ 7764, 8308 ], [ 8309, 8483 ], [ 8484, 8890 ], [ 8891, 9119 ], [ 9119, 9214 ], [ 9214, 9315 ], [ 9316, 9507 ], [ 9508, 9621 ], [ 9622, 9771 ], [ 9772, 9891 ], [ 9892, 10087 ], [ 10088, 10229 ], [ 10230, 10295 ], [ 10296, 10345 ], [ 10346, 10409 ], [ 10410, 10421 ], [ 10422, 10461 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 28, 32, 33 ] }, "nda-10": { "choice": "Entailment", "spans": [ 45 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 39, 40 ] }, "nda-12": { "choice": "Entailment", "spans": [ 19, 23 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 41 ] }, "nda-3": { "choice": "Entailment", "spans": [ 16 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 27 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 29 ] }, "nda-13": { "choice": "Entailment", "spans": [ 19, 22 ] }, "nda-5": { "choice": "Entailment", "spans": [ 27 ] }, "nda-4": { "choice": "Entailment", "spans": [ 27, 29, 30 ] } } } ], "document_type": "search-pdf", "url": "https://canarabank.com/media/7720/nda-format-approved-by-legal-section.pdf" }, { "id": 238, "file_name": "nda2.pdf", "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nTHIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the \u201cAgreement\u201d) made this day of , (the \u201cEffective Date\u201d) by and between a corporation, and a corporation, (collectively, the \u201cParties\u201d and each individually a \u201cParty\u201d).\nThe Parties are exploring the possibility of engaging in one or more mutually beneficial business relationships (collectively, the \u201cBusiness Relationship\u201d). The Parties recognize that in the course of their discussions to further the Business Relationship, it will be necessary for each Party to disclose to the other certain Confidential Information (as defined below). Each Party desires to set forth the terms that apply to such Confidential Information.\nNOW, THEREFORE, for and in consideration of the foregoing, of the promises and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby agree as follows:\n1. The Parties shall (i) use reasonable efforts to maintain the confidentiality of the information and materials, whether oral, written or in any form whatsoever, of the other that may be reasonably understood, from legends, the nature of such information itself and/or the circumstances of such information\u2019s disclosure, to be confidential and/or proprietary thereto or to third parties to which either of them owes a duty of nondisclosure (collectively, \u201cConfidential Information\u201d); (ii) take reasonable action in connection therewith, including without limitation at least the action that each takes to protect the confidentiality of its comparable proprietary assets; (iii) to the extent within their respective possession and/or control, upon termination of this Agreement for any reason, immediately return to the provider thereof all Confidential Information not licensed or authorized to be used or enjoyed after termination or expiration hereof, and (iv) with respect to any person to which disclosure is contemplated, require such person to execute an agreement providing for the treatment of Confidential Information set forth in clauses (i) through (iii). The foregoing shall not require separate written agreements with employees and agents already subject to written agreements substantially conforming to the requirements of this Section nor with legal counsel, certified public accountants, or other professional advisers under a professional obligation to maintain the confidences of clients.\n2. Notwithstanding the foregoing, the obligation of a person to protect the confidentiality of any information or materials shall terminate as to any information or materials which: (i) are, or become, public knowledge through no act or failure to act of such person; (ii) are publicly disclosed by the proprietor thereof; (iii) are lawfully obtained without obligations of confidentiality by such person from a third party after reasonable inquiry regarding the authority of such third party to possess and divulge the same; (iv) are independently developed by such person from sources or through persons that such person can demonstrate had no access to Confidential Information; or (v) are lawfully known by such person at the time of disclosure other than by reason of discussions with or disclosures by the Parties.\n3. All Confidential Information delivered pursuant to this Agreement shall be and remain the property of the disclosing Party, and any documents containing or reflecting the Confidential Information, and all copies thereof, shall be promptly returned to the disclosing Party upon written request, or destroyed at the disclosing Party\u2019s option. Nothing herein shall be construed as granting or conferring any rights by license or otherwise, express or implied, regarding any idea made, conceived or acquired prior to or after the Effective Date, nor as granting any right with respect to the use or marketing of any product or service. The Parties shall use the Confidential Information only for the Business Relationship. The obligations of the Parties under this Agreement shall continue and survive the completion or abandonment of the Business Relationship and shall remain binding for a period of two (2) years from the Effective Date.\n4. As a violation by either Party of this Agreement could cause irreparable injury to the other Party and as there is no adequate remedy at law for such violation, the non-breaching Party may, in addition to any other remedies available to it at law or in equity, enjoin the breaching Party in a court of equity for violating or threatening to violate this Agreement. In the event either Party is required to enforce this Agreement through legal action, then it will be entitled to recover from the other Party all costs incurred thereby, including without limitation, reasonable attorney\u2019s fees.\n5. Neither Party makes any representation or warranty with respect to any Confidential Information disclosed by it, nor shall either Party or any of their respective representatives have any liability hereunder with respect to the accuracy or completeness of any Confidential Information or the use thereof.\n6. Any provision of this Agreement held or determined by a court (or other legal authority) of competent jurisdiction to be illegal, invalid, or unenforceable in any jurisdiction shall be deemed separate, distinct and independent, and shall be ineffective to the extent of such holding or determination without (i) invalidating the remaining provisions of this Agreement in that jurisdiction or (ii) affecting the legality, validity or enforceability of such provision in any other jurisdiction.\n7. Any notice required or permitted to be given hereunder shall be (a) in writing, (b) effective on the first business day following the date of receipt, and (c) delivered by one of the following means: (i) by personal delivery; (ii) by prepaid, overnight package delivery or courier service; or (iii) by the United States Postal Service, first class, certified mail, return receipt requested, postage prepaid. All notices given under this Agreement shall be addressed to the addresses stated at the outset of this Agreement, or to new or additional addresses as the Parties may be advised in writing.\n8. This Agreement is to be governed by and construed in accordance with the laws of the state of . Neither Party shall be deemed to waive any of its rights, powers or remedies hereunder unless such waiver is in writing and signed by said Party. This Agreement is binding upon and inure to the benefit of the Parties and their successor and assigns.\n9. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof, and is intended as the Parties\u2019 final expression and complete and exclusive statement of the terms thereof, superseding all prior or contemporaneous agreements, representations, promises and understandings, whether written or oral. Neither Party is to be bound by any pre-printed terms appearing in the other Party\u2019s form documents, tariffs, purchase orders, quotations, acknowledgments, invoices, or other instruments. This Agreement may be amended or modified only by an instrument in writing signed by both Parties.\nIN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers on the day and year first above written.\nBy: ____________________________ By: __________________________\nName: ____________________________ Name: __________________________\nTitle: ____________________________ Title: __________________________\n", "spans": [ [ 0, 44 ], [ 45, 266 ], [ 267, 424 ], [ 424, 638 ], [ 638, 724 ], [ 725, 980 ], [ 981, 1002 ], [ 1002, 1466 ], [ 1466, 1653 ], [ 1653, 1940 ], [ 1940, 2130 ], [ 2130, 2142 ], [ 2142, 2149 ], [ 2149, 2490 ], [ 2491, 2673 ], [ 2673, 2759 ], [ 2759, 2814 ], [ 2814, 3017 ], [ 3017, 3176 ], [ 3176, 3311 ], [ 3312, 3656 ], [ 3656, 3947 ], [ 3947, 4034 ], [ 4034, 4251 ], [ 4252, 4620 ], [ 4620, 4848 ], [ 4849, 5156 ], [ 5157, 5468 ], [ 5468, 5552 ], [ 5552, 5652 ], [ 5653, 5720 ], [ 5720, 5736 ], [ 5736, 5811 ], [ 5811, 5856 ], [ 5856, 5882 ], [ 5882, 5949 ], [ 5949, 6064 ], [ 6064, 6254 ], [ 6255, 6354 ], [ 6354, 6500 ], [ 6500, 6603 ], [ 6604, 6963 ], [ 6963, 7151 ], [ 7151, 7249 ], [ 7250, 7398 ], [ 7399, 7403 ], [ 7403, 7432 ], [ 7432, 7436 ], [ 7436, 7462 ], [ 7463, 7469 ], [ 7469, 7498 ], [ 7498, 7504 ], [ 7504, 7530 ], [ 7531, 7538 ], [ 7538, 7567 ], [ 7567, 7574 ], [ 7574, 7600 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 6, 9 ] }, "nda-15": { "choice": "Entailment", "spans": [ 20, 21 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 23 ] }, "nda-12": { "choice": "Entailment", "spans": [ 14, 18 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 20 ] }, "nda-3": { "choice": "Entailment", "spans": [ 6, 7 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 6, 10, 11, 12, 13 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 14, 17 ] }, "nda-5": { "choice": "Entailment", "spans": [ 6, 10, 11, 12, 13 ] }, "nda-4": { "choice": "Entailment", "spans": [ 22 ] } } } ], "document_type": "search-pdf", "url": "http://oz.stern.nyu.edu/startups/nda2.pdf" }, { "id": 239, "file_name": "nda_19.pdf", "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nXCZONE.TV considers the details of its facilities, production techniques and methods proprietary and trade secrets. Furthermore, knowledge of in-house projects, business or marketing plans constitute confidential information. Any viewing of not publically released works or footage is subject to this non-disclosure agreement.\nWHEREAS, XCZONE.TV agrees to furnish _____________________ certain confidential information relating to ideas, inventions, services, techniques or products for the purposes of determining an interest in supplying, developing, manufacturing, selling or joint venturing;\nWHEREAS, _____________________ agrees to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement.\n1. _____________________ agrees to hold confidential or proprietary information or trade secrets (\"confidential information\") in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose, or disclosed to any third party.\n2. No copies will be made or retained of any written information or prototypes supplied without the permission of XCZONE.TV.\n3. At the conclusion of any discussions, or upon demand by XCZONE.TV, all confidential information, including prototypes, written notes, photographs, sketches, models, memoranda or notes taken shall be returned to XCZONE.TV.\n4. Confidential information shall not be disclosed to any employee, consultant or third party unless they agree to execute and be bound by the terms of this Agreement, and have been approved by XCZONE.TV.\n5. This Agreement and its validity, construction and effect shall be governed by the laws of Canada. AGREED AND ACCEPTED BY:\nDate:_______________\nBy_____________________________ Witness:___________________________\nTitle:____________________________\nBy______________________________\nTitle__________________________\n", "spans": [ [ 0, 44 ], [ 45, 161 ], [ 161, 271 ], [ 271, 371 ], [ 372, 409 ], [ 409, 431 ], [ 431, 640 ], [ 641, 650 ], [ 650, 878 ], [ 879, 904 ], [ 904, 1171 ], [ 1172, 1293 ], [ 1293, 1296 ], [ 1297, 1363 ], [ 1363, 1518 ], [ 1518, 1521 ], [ 1522, 1723 ], [ 1723, 1726 ], [ 1727, 1828 ], [ 1828, 1851 ], [ 1852, 1872 ], [ 1873, 1905 ], [ 1905, 1911 ], [ 1911, 1940 ], [ 1941, 1975 ], [ 1976, 2008 ], [ 2009, 2040 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 13, 14, 15 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Entailment", "spans": [ 9, 10 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 11, 12, 14, 15 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 16, 17 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 11, 12 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Contradiction", "spans": [ 16, 17 ] }, "nda-4": { "choice": "Entailment", "spans": [ 9, 10 ] } } } ], "document_type": "search-pdf", "url": "http://www.xczone.com/nda.pdf" }, { "id": 240, "file_name": "nda_form_motorola.pdf", "text": "Event\u00a0Non\u00a0Disclosure\u00a0Agreement\nVersion\u00a05\u00ad19\u00ad2014\nWelcome\u00a0to\u00a0Motorola\u00a0Mobility!\u00a0We\u2019re\u00a0glad\u00a0you\u2019re\u00a0visiting\u00a0our\u00a0facility.\u00a0We\u00a0need\u00a0to\u00a0remind\u00a0of\u00a0your obligations\u00a0and\u00a0a\u00a0few\u00a0important\u00a0procedures.\u00a0\u00a0Please\u00a0read\u00a0and\u00a0and\u00a0sign\u00a0the\u00a0acknowledgement below.\nI\u00a0acknowledge\u00a0that:\n1. All\u00a0information,\u00a0materials\u00a0and\u00a0assets\u00a0in\u00a0the\u00a0Motorola\u00a0Mobility\u00a0facility\u00a0I\u00a0am\u00a0visiting,\u00a0including without\u00a0limitation\u00a0any\u00a0products,\u00a0prototypes,\u00a0strategies,\u00a0business\u00a0plans\u00a0or\u00a0other information\u00a0I\u00a0observe,\u00a0am\u00a0told\u00a0about,\u00a0or\u00a0otherwise\u00a0come\u00a0in\u00a0contact\u00a0with,\u00a0belongs\u00a0to Motorola\u00a0(\u201cConfidential\u00a0Motorola\u00a0Information\u201d)\n2. I\u00a0will\u00a0NOT\u00a0disclose,\u00a0share,\u00a0publish\u00a0or\u00a0utilize\u00a0any\u00a0Confidential\u00a0Motorola\u00a0Information\u00a0without the\u00a0prior\u00a0authorization\u00a0from\u00a0Motorola\u00a0Mobility.\n3. I\u00a0will\u00a0keep\u00a0everything\u00a0I\u00a0see,\u00a0touch\u00a0or\u00a0hear\u00a0strictly\u00a0confidential.\u00a0\u00a0In\u00a0particular,\u00a0I\u00a0agree\u00a0NOT, to\u00a0blog\u00a0or\u00a0otherwise\u00a0post\u00a0any\u00a0Confidential\u00a0Motorola\u00a0Information\u00a0to\u00a0any\u00a0social\u00a0media websites.\n4. I\u00a0will\u00a0NOT\u00a0take\u00a0photographs\u00a0or\u00a0recordings.\n5. I\u00a0will\u00a0NOT\u00a0go\u00a0into\u00a0restricted\u00a0areas\u00a0without\u00a0prior\u00a0and\u00a0proper\u00a0authorization.\u00a0(this\u00a0includes labs\u00a0and\u00a0CXD\u00a0areas).\n6. I\u00a0will\u00a0NOT\u00a0take\u00a0any\u00a0Motorola\u00a0property\u00a0(except\u00a0authorized\u00a0gifts).\n7. I\u00a0will\u00a0NOT\u00a0bring\u00a0in\u00a0a\u00a0minor\u00a0without\u00a0prior\u00a0authorization.I\u00a0will\u00a0stay\u00a0with\u00a0my\u00a0Motorola\u00a0approved host\u00a0at\u00a0all\u00a0times.\n8. I\u00a0will\u00a0be\u00a0respectful\u00a0of\u00a0others\u00a0who\u00a0are\u00a0working.\n9. I\u00a0will\u00a0comply\u00a0with\u00a0directions\u00a0provided\u00a0by\u00a0security\u00a0officers.\n10. I\u00a0understand\u00a0my\u00a0Motorola\u00a0host\u00a0must\u00a0be\u00a0a\u00a0Motorola\u00a0employee\u00a0or\u00a0Motorola\u00a0Contractor\u00a0with Escort\u00a0Privileges,\u00a0and\u00a0that\u00a0my\u00a0Motorola\u00a0host\u00a0and\u00a0myself\u00a0are\u00a0accountable\u00a0for\u00a0my\u00a0actions.\n11. I\u00a0affirm\u00a0I\u00a0am\u00a0officially\u00a0invited\u00a0and\u00a0on\u00a0the\u00a0guest\u00a0list\u00a0for\u00a0this\u00a0event.\u00a0\u00a0I\u00a0agree\u00a0that\u00a0my admittance\u00a0into\u00a0the\u00a0Motorola\u00a0facility\u00a0is\u00a0a\u00a0revocable\u00a0license,\u00a0and\u00a0is\u00a0subject\u00a0to\u00a0revocation.\u00a0\u00a0I agree\u00a0that\u00a0I\u00a0may\u00a0be\u00a0removed\u00a0from\u00a0the\u00a0Motorola\u00a0Facility\u00a0at\u00a0Motorola\u2019s\u00a0discretion.\n12. I\u00a0agree\u00a0that\u00a0Motorola,\u00a0and\u00a0its\u00a0officers,\u00a0agents,\u00a0and\u00a0employees\u00a0are\u00a0not\u00a0liable\u00a0for\u00a0injuries\u00a0or property\u00a0damage\u00a0resulting\u00a0from\u00a0my\u00a0attendance\u00a0at\u00a0the\u00a0event.\u00a0I\u00a0agree\u00a0to\u00a0release\u00a0and\u00a0hold all\u00a0of\u00a0the\u00a0above\u00a0named\u00a0persons\u00a0and\u00a0entities\u00a0harmless\u00a0from\u00a0any\u00a0claim\u00a0for\u00a0injury,\u00a0damage or\u00a0loss\u00a0of\u00a0any\u00a0kind.\nMotorola\u00a0takes\u00a0the\u00a0protection\u00a0of\u00a0its\u00a0confidential\u00a0information\u00a0very\u00a0seriously.\u00a0\u00a0Any\u00a0violation\u00a0of\u00a0the foregoing\u00a0will\u00a0result\u00a0in\u00a0your\u00a0visit\u00a0being\u00a0terminated,\u00a0and\u00a0possibly\u00a0legal\u00a0action.\nEvent\u00a0:\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0______________________________\u00a0\u00a0\u00a0\u00a0_____________\n\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Event\u00a0Name\u00a0 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Date\nVisitor:\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0______________________________\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0________________\n\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Printed\u00a0Name\u00a0 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Company\u00a0Name\n\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0______________________________\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0________________\n\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Signature\u00a0 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Date\n", "spans": [ [ 0, 21 ], [ 21, 30 ], [ 31, 48 ], [ 49, 79 ], [ 79, 120 ], [ 120, 191 ], [ 191, 242 ], [ 243, 262 ], [ 263, 574 ], [ 575, 718 ], [ 719, 790 ], [ 790, 911 ], [ 912, 957 ], [ 958, 1037 ], [ 1037, 1072 ], [ 1073, 1140 ], [ 1141, 1200 ], [ 1200, 1256 ], [ 1257, 1307 ], [ 1308, 1371 ], [ 1372, 1549 ], [ 1550, 1626 ], [ 1626, 1735 ], [ 1735, 1817 ], [ 1818, 1975 ], [ 1975, 2110 ], [ 2111, 2190 ], [ 2190, 2291 ], [ 2292, 2356 ], [ 2356, 2369 ], [ 2370, 2393 ], [ 2393, 2416 ], [ 2417, 2447 ], [ 2447, 2483 ], [ 2483, 2499 ], [ 2500, 2523 ], [ 2523, 2559 ], [ 2560, 2595 ], [ 2595, 2632 ], [ 2632, 2648 ], [ 2649, 2685 ], [ 2685, 2711 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 8 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 8 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 8, 10 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 9 ] } } } ], "document_type": "search-pdf", "url": "http://ifma-chicago.org/downloads/nda_form_motorola.pdf" }, { "id": 241, "file_name": "nda_gtl_inria.pdf", "text": "NON-DISCLOSURE AGREEMENT\nCONTRACT TERMS\nThis agreement, dated as of the latest date of signature below (the \u201cDate\u201d), is between Inria, and the person or entity/organization (User) identified in the signature line below.\n1.CONTACTS\nInria Contact User (Organization) Contact\nInstitut National de Recherche en Informatique et Organization:\nen Automatique (Inria) Adm Contact:\nFrench public organism whose registered office is Post address:\nat Domaine de Voluceau \u2013 Rocquencourt \u2013 BP Tel:\n105 \u2013 78153 Le Chesnay Cedex Email:\nRepresented by its Chief Executive Officer, M.\nAntoine PETIT\nTechnical contact:\nTechnical Contact: Post address:\nCarlos Canudas de Wit Tel:\nCNRS, Control System Dept, GIPSA-Lab Email:\nBP. 46, 38402, ST Martin d'H\u00e8res, France\ncarlos.canudas-de-wit@gipsa-lab.fr\n2.SCOPE. As hereafter detailed in this Agreement, Inria via the NECS team agrees to disclose to the Organization certain proprietary and confidential traffic-related data under terms and conditions specified below to only Research and Academic use purposes without fees or other compensation, and which should not be distributed to any third parties. The Grenoble Traffic Lab (GTL) Data and all related documentation and information provided by Inria will be used only for the limited purpose of evaluation hereunder, and will not be used for any other purpose, or in any manner adversarial to Inria.\n3.TERMS.\nA. Acknowledgements. Organization or individual should add below line in the acknowledgement section of their publications: The authors would like to kindly acknowledge to the CNRS/INRIA NeCS team by providing traffic data from the Grenoble Traffic Lab (GTL), see Ref. [GTL]\nB. References. Organization used GTL data in their paper to represent figures, charts, table or any other experiment should add following sentence in reference to figure:\n \u201cExperiment realized with traffic data provided by the NeCS team from the the Grenoble Traffic Lab (GTL), see Ref. [GTL]\u201d\nRef. [GTL]. Carlos Canudas-de-Wit, Fabio Morbidi, Luis Leon Ojeda, Alain Y. Kibangou, Iker Bellicot, Pascal Bellemain. \u201cGrenoble Traffic Lab: An experimental platform for advanced traffic monitoring and forecasting\u201d IEEE Control Systems, Institute of Electrical and Electronics Engineers, 2015, 35 (3), pp.23-39.\nC. Duration. This Agreement will commence on the Effective Date and continue for 365 days thereafter (the \u201cAgreement Term\u201d), at which point it shall expire unless otherwise extended by Inria, at its sole election. Inria may terminate this Agreement, or suspend the delivery of data hereunder, for cause at any time if Organization breaches this Agreement or without cause at any time for whatever reason.\n4.MISCELLANEOUS. This Agreement will be interpreted in accordance with the laws of the France. Should a dispute arise concerning the interpretation, validity or execution of this agreement, the Parties shall bring the dispute to French Courts, which shall exclusively be competent. This agreement will only be binding when signed by both Parties in the blanks immediately below. if this document is signed first by Inria, organization will have seven (7) business days from the date of Inria\u2019s signature below in which to return a signed pdf version of this document to Inria via email to the technical contact, or this document will be deemed invalid and of no binding effect.\n5.GTL DATA. The GTL Data is comprised of the GTL traffic data and information that may be provided hereunder to Organization by Inria from time to time through CSV or Database format in the NECS Team Developers Zone. The GTL Data remain the exclusive sole property of Inria. The present Agreement does not grant any transfer or assignment of commercial/exploitation/property rights on identified know-how, patents, software or any other intellectual property right held by Inria to the Organization.\nPromptly upon expiration or termination of this Agreement, user will cease using all GTL Data, and will return to Inria, or destroy, all originals and all copies of the GTL Data and other materials provided by Inria under this Agreement, and also certify such return or destruction in a reasonable and customary certificate provided by Inria. The obligation of confidentiality will remain until the GTL data are released to public or have fallen into public domain.\nORGANIZATION OR INDIVIDUAL: INRIA:\nName: _________________________ Name: __________________________\nTitle: _________________________ Title: ___________________________\nDate: ___________________________ Date: ___________________________\n", "spans": [ [ 0, 24 ], [ 25, 39 ], [ 40, 219 ], [ 220, 230 ], [ 231, 272 ], [ 273, 336 ], [ 337, 372 ], [ 373, 436 ], [ 437, 484 ], [ 485, 520 ], [ 521, 567 ], [ 568, 581 ], [ 582, 600 ], [ 601, 633 ], [ 634, 660 ], [ 661, 704 ], [ 705, 745 ], [ 746, 780 ], [ 781, 790 ], [ 790, 1132 ], [ 1132, 1381 ], [ 1382, 1390 ], [ 1391, 1412 ], [ 1412, 1665 ], [ 1666, 1681 ], [ 1681, 1836 ], [ 1837, 1838 ], [ 1838, 1959 ], [ 1960, 1972 ], [ 1972, 2079 ], [ 2079, 2102 ], [ 2102, 2258 ], [ 2258, 2272 ], [ 2273, 2286 ], [ 2286, 2487 ], [ 2487, 2677 ], [ 2678, 2695 ], [ 2695, 2773 ], [ 2773, 2960 ], [ 2960, 3057 ], [ 3057, 3355 ], [ 3356, 3368 ], [ 3368, 3573 ], [ 3573, 3631 ], [ 3631, 3855 ], [ 3856, 4199 ], [ 4199, 4321 ], [ 4322, 4356 ], [ 4357, 4363 ], [ 4363, 4389 ], [ 4389, 4395 ], [ 4395, 4421 ], [ 4422, 4429 ], [ 4429, 4455 ], [ 4455, 4462 ], [ 4462, 4489 ], [ 4490, 4496 ], [ 4496, 4524 ], [ 4524, 4530 ], [ 4530, 4557 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 45 ] }, "nda-15": { "choice": "Entailment", "spans": [ 43, 44 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 46 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 45 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 20 ] } } } ], "document_type": "search-pdf", "url": "http://194.199.18.197/bundles/gtlweb/documents/nda_gtl_inria.pdf" }, { "id": 242, "file_name": "nda_pine__en.pdf", "text": "NON-DISCLOSURE AGREEMENT\nWith the present non-disclosure agreement (hereafter referred to as AGREEMENT)\nfull name of PINE partner institution, with its registered address at\u2026.. \u2026.. \u2026.., VAT registration number\u2026.. \u2026.. \u2026.., represented for the purpose of this AGREEMENT by \u2026.. \u2026.. \u2026.., (hereafter referred to as ACRONYM OF THE PINE PROJECT PARTNER)\nand\nthe company \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.., with its registered address at\u2026.. \u2026.. \u2026.., VAT registration number\u2026.. \u2026.. \u2026.., represented for the purpose of this AGREEMENT by \u2026.. \u2026.. \u2026.., (hereafter referred to as COMPANY)\nhereafter jointly referred to as THE PARTIES\nPREMISES:\na) ACRONYM OF THE PINE PROJECT PARTNER and the COMPANY have had a preliminary contact in the framework of the PINE \u2013 Promoting Industrial Energy Efficiency Project (hereafter referred to as PROJECT) funded by EACI (Executive Agency for Competitiveness and Innovation of the European Commission) under Contract IEE/11/885/SI2.615936;\nb) The COMPANY has been selected through an ad-hoc call to benefit from a two-step energy auditing service (comprising a first scouting phase and, if applicable according to procedures in place, a second full audit phase) compliant to the operative programme of the PROJECT;\nc) The COMPANY commits to disclose to ACRONYM OF THE PINE PROJECT PARTNER and those appointed by the aforementioned, information and data as necessary to carry out the activities as envisaged by the PROJECT;\nd) In case the COMPANY decided not to make available to ACRONYM OF THE PINE PROJECT PARTNER and those appointed by the aforementioned, information and data as deemed necessary for the carrying out of the envisaged activities mentioned here above, this will make it impossible for the COMPANY to benefit from the scouting and full auditing services (if applicable) envisaged by the PROJECT;\ne) ACRONYM OF THE PINE PROJECT PARTNER is required to report to the institution funding the PROJECT, the abovementioned EACI, and/or to third parties appointed to carry out analyses of the same, data related to project activities, however always anonymously and with no direct reference to the involved companies, mostly in an aggregated form to monitor the overall impact of project activities;\nAGREE AS FOLLOWS:\n1. Premises\nThe Premises are part of this AGREEMENT\n2. Object\nThis AGREEMENT is intended to regulate privacy rights and obligations for THE PARTIES in relation to data and information defined as confidential, compliant to provisions contained in the The sole responsibility for the content of webpage lies with the authors. It does not necessarily reflect the opinion of the European Union. Neither the EACI nor the European Commission are responsible for any use that may be made of the information contained therein following articles, which they will become aware of while carrying out the activities described in the Premises to this AGREEMENT.\n3. Confidential information\n3.1 For the purpose of this AGREEMENT, those data and information will be considered as confidential which are provided or delivered by one Party to the other Party and which are declared confidential when provided or delivered.\n3.2 The confidential nature of the abovementioned data and information will have to be explicitly declared, printing or writing \u2018CONFIDENTIAL\u2019 on the above, followed by the signatures of the representatives of THE PARTIES or, however, clearly indicated as confidential in communications, so to allow THE PARTIES and any authorized person to immediately recognize their confidential nature and apply the subsequent compliance to confidentiality obligations as envisaged in this AGREEMENT. THE PARTIES may, if deemed necessary, explicitly declare other data and information non-confidential.\n3.3 The term confidential may not be associated to information and data of public domain at the time when these are provided to the Recipient (the Party receiving the information) or in case they become of public domain due to an act or behaviour not explicitly forbidden to the Recipient;\n4. Confidentiality obligations\n4.1 THE PARTIES may not disclose or communicate in any form or way data and information of a confidential nature to unauthorized subjects.\n4.2 Such data and information will have to be used appropriately and adequately for the carrying out of the activities specifically envisaged by the PROJECT and contained in the contract mentioned in the Premises, in such a way that their confidential nature is not compromised and no damage is caused in any other way.\n4.3 The information and data of a confidential nature may not be copied or reproduced, in all or in part, unless this is explicitly required by the carrying out of PROJECT activities.\n 4.4 The information and data of a confidential nature will be forwarded by ACRONYM OF THE PINE PROJECT PARTNER to the financing institution of the PROJECT (EACI, the Executive Agency for Competitiveness and Innovation of the European Commission), or to other bodies designated to monitoring or control, compliant to the envisaged management procedures, in an anonymous or in an aggregated form and however without providing information that may allow the association of the provided data with the COMPANY.\n4.5 The information and data of a confidential nature may be forwarded by ACRONYM OF THE PINE PROJECT PARTNER to other PROJECT partners and/or third parties appointed to carry out analyses on them. In this case too, the forwarding will take place in an anonymous or in an aggregated form and however without providing information that may allow the association of the provided data with the COMPANY.\n5. Responsible persons\n5.1 Each Party shall appoint within its organization a person responsible for the treatment of confidential information and data, who shall have all persons in charge of carrying out PROJECT activities sign a declaration, whereby they take it upon themselves to comply with confidentiality obligations as described and regulated in the present AGREEMENT.\n5.2 The persons responsible for the abovementioned confidential data treatment are:\n- for ACRONYM OF THE PINE PROJECT PARTNER \u2026\u2026\u2026\u2026\u2026.\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\n- for the COMPANY\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\n6. Security measures\nThe sole responsibility for the content of webpage lies with the authors. It does not necessarily reflect the opinion of the European Union. Neither the EACI nor the European Commission are responsible for any use that may be made of the information contained therein\n6.1 THE PARTIES commit to adopt all security measures as necessary to protect data and information of a confidential nature and guarantee that their confidentiality is not compromised in any way.\n6.2 The treatment of all sensitive and personal data shall be compliant to the relevant national legislation in place, particularly in relation to law\u2026.\n7. Intellectual property\nThe present AGREEMENT does not grant either of THE PARTIES rights or authorization to claim a licence or any other right of use for patents, brands, models and/or industrial or intellectual property of any kind.\n8. Duration\nConfidentiality obligations are intended to last from the signing of the present AGREEMENT up to five years after completion of the PROJECT, currently envisaged for March 16, 2015, except any further extensions of the validity period of this AGREEMENT to be agreed upon by THE PARTIES and before the aforementioned deadline. In case THE PARTIES decide to extend the validity period for a longer period of time or unlimitedly, confidentiality obligations are extended from the signing of the AGREEMENT for the entire duration as agreed upon, which shall be inserted in the AGREMENT.\n9. Applicable law and settlement of controversies\n9.1 The present AGREEMENT is regulated under \u2026. \u2026. Law.\n9.2 In case of any controversy among THE PARTIES in relation to the execution and interpretation of the present AGREEMENT, which cannot be settled amicably, the competent court shall be the Court of \u2026. \u2026..\n10. Communications\nAll communications between THE PARTIES shall be addressed to the following addresses:\n- for ACRONYM OF THE PINE PROJECT PARTNER \u2026\u2026\u2026\u2026\u2026.\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\n- for the COMPANY\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\n(Place and date) \u2026\u2026\u2026\u2026\u2026\u2026\nSIGNATURE OF THE LEGAL REPRESENTATIVE\nACRONYM OF THE PINE PROJECT PARTNER\n(Name and office) \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nSIGNATURE OF THE LEGAL REPRESENTATIVE\nCOMPANY\n(Name and office) \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nThe sole responsibility for the content of webpage lies with the authors. It does not necessarily reflect the opinion of the European Union. Neither the EACI\n", "spans": [ [ 0, 24 ], [ 25, 103 ], [ 104, 177 ], [ 177, 213 ], [ 213, 346 ], [ 347, 350 ], [ 351, 432 ], [ 432, 468 ], [ 468, 573 ], [ 574, 618 ], [ 619, 628 ], [ 629, 961 ], [ 962, 1236 ], [ 1237, 1444 ], [ 1445, 1834 ], [ 1835, 2230 ], [ 2231, 2248 ], [ 2249, 2260 ], [ 2261, 2300 ], [ 2301, 2310 ], [ 2311, 2573 ], [ 2573, 2640 ], [ 2640, 2897 ], [ 2898, 2925 ], [ 2926, 2930 ], [ 2930, 3154 ], [ 3155, 3159 ], [ 3159, 3643 ], [ 3643, 3744 ], [ 3745, 3749 ], [ 3749, 4034 ], [ 4035, 4065 ], [ 4066, 4204 ], [ 4205, 4524 ], [ 4525, 4529 ], [ 4529, 4708 ], [ 4709, 4710 ], [ 4710, 4714 ], [ 4714, 5215 ], [ 5216, 5220 ], [ 5220, 5414 ], [ 5414, 5615 ], [ 5616, 5638 ], [ 5639, 5993 ], [ 5994, 5998 ], [ 5998, 6077 ], [ 6078, 6140 ], [ 6141, 6190 ], [ 6191, 6211 ], [ 6212, 6286 ], [ 6286, 6353 ], [ 6353, 6479 ], [ 6480, 6675 ], [ 6676, 6680 ], [ 6680, 6828 ], [ 6829, 6853 ], [ 6854, 7065 ], [ 7066, 7077 ], [ 7078, 7403 ], [ 7403, 7659 ], [ 7660, 7709 ], [ 7710, 7714 ], [ 7714, 7761 ], [ 7761, 7765 ], [ 7766, 7770 ], [ 7770, 7971 ], [ 7972, 7990 ], [ 7991, 8076 ], [ 8077, 8139 ], [ 8140, 8189 ], [ 8190, 8213 ], [ 8214, 8251 ], [ 8252, 8287 ], [ 8288, 8315 ], [ 8316, 8353 ], [ 8354, 8361 ], [ 8362, 8389 ], [ 8390, 8464 ], [ 8464, 8531 ], [ 8531, 8547 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 56 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 25, 27 ] }, "nda-19": { "choice": "Entailment", "spans": [ 58 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 40 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 35 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 38 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "http://pineaudit.eu/Download.ashx?url=%2Fmedia%2F71804%2Fnda_pine__en.pdf" }, { "id": 243, "file_name": "nda_template_final.pdf", "text": "Non-Disclosure Agreement\nPreamble\nThis Agreement is made within the framework of the ILDA-care project (ILDA-care stands for Intelligent Logistics, Digitalisation and Automated Workflows for the Homecare and Nursing homes sector) project.\nParties of this Agreement\nThis Agreement is between the following Parties:\n(Insert official names of the applicant team members)\n1. \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026... , hereafter referred to as applicant/disclosing party\n2. Project partner BioRegio STERN Management GmbH, Germany, hereafter referred to as receiving Party\n3. Project partner Welfare Tech, Denmark, hereafter referred to as receiving Party\nThese Parties are hereafter jointly referred or individually referred to as Parties or Party, relating to the ILDA-care business case award application entitled: (Insert title of the idea as described in the application form) \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. ,hereafter referred to as the action.\nTHE PARTIES HERETO AGREE AS FOLLOWS:\n1. Confidential Information\n1.1 For the purposes of this Agreement, Confidential Information means any data or information that is proprietary to or possessed by a Party and not generally known to the public or that has not yet been revealed, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to:\n(i) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;\n(ii) any concepts, ideas, samples, reports, data, know-how, works-in-progress, designs, drawings, photographs, development tools, specifications, software programs, source code, object code, flow charts, and databases;\n(iii) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the Party\u2019s past, present or future business activities, or those of its affiliates, subsidiaries and affiliated companies;\n(iv) trade secrets; plans for products or services, and customer or supplier lists;\n(v) any other information that should reasonably be recognised as Confidential Information by the Parties.\n1.2 The Parties agree hereby that Confidential Information needs not to be novel, unique, patentable, copyrightable or constitutes a trade secret in order to be designated Confidential Information and therefore protected.\n1.3 Confidential Information shall be identified either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other Party of the confidential nature of the information. Such notification shall be done orally, by e-mail or written correspondence, or via other appropriate means of communication.\n1.4 The Parties hereby acknowledge that the Confidential Information proprietary to each Party has been developed and obtained through great efforts and shall be regarded and kept as Confidential Information.\n1.5 For the purposes of this Agreement, the Party which discloses Confidential Information within the terms established hereunder to the other Party shall be regarded as the Disclosing Party. Likewise the Party which receives the disclosed Confidential Information shall be regarded as the Receiving Party.\n1.6 Notwithstanding the aforementioned, Confidential Information shall exclude information that:\n(i) is already in the public domain at the time of disclosure by the Disclosing Party to the Receiving Party or thereafter enters the public domain without any breach of the terms of this Agreement;\n(ii) was already known by the Receiving Party before the moment of disclosure (under evidence of reasonable proof or written record of such disclosure);\n(iii) is subsequently communicated to the Receiving Party without any obligation of confidence from a third party who is in lawful possession thereof and under no obligation of confidence to the Disclosing Party;\n(iv) becomes publicly available by other means than a breach of the confidentiality obligations by the Receiving Party (not through fault or failure to act by the Receiving Party);\n(v) is or has been developed independently by employees, consultants or agents of the Receiving Party (proved by reasonable means) without violation of the terms of this Agreement or reference or access to any Confidential Information pertaining to the Parties.\n2. Purpose of the Disclosure of Confidential Information\nThe purpose of this Agreement is to specify the relationship between the Parties, in particular concerning the execution of the work between the Parties and the rights and obligations of the Parties, with respect to the offered Business case award funded within the framework of the ILDA-care project.\n3. Undertakings of the Parties\n3.1 In the context of discussions, preparations or negotiations, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party agrees to use the Confidential Information solely in connection with purposes contemplated between the Non-Disclosure Agreement\nParties in this Agreement and not to use it for any other purpose or without the prior written consent of the Disclosing Party.\n3.2 The Receiving Party will not disclose and will keep confidential the information received, except to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in clause 2. The Receiving Party will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in this Agreement. Hence, the Receiving Party will be responsible for ensuring that the obligations of confidentiality and non-use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents.\n3.3 The Receiving Party will use the Confidential Information exclusively for the permitted purpose stated in clause 2 and not use the information for its own purposes or benefit.\n3.4 The Receiving Party will not disclose any Confidential Information received to any third parties, except as otherwise provided for herein.\n3.5 The Parties shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information.\n3.6 All Confidential Information disclosed under this Agreement shall be and remain the property of the Disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. Principally, nothing in this Agreement shall be deemed to grant to the Receiving Party a licence expressly or by implication under any patent, copyright or other intellectual property right. The Receiving Party hereby acknowledges and confirms that all existing and future intellectual property rights related to the Confidential Information are exclusive titles of the Disclosing Party. For the sake of clarity based in reciprocity and good faith of the Parties, the Receiving Party will not apply for or obtain any intellectual property protection in respect of the Confidential Information received. Likewise any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party.\n3.7 The Receiving Party shall promptly return or destroy all copies (in whatever form reproduced or stored), including all notes and derivatives of the Confidential Information disclosed under this Agreement, upon the earlier of (i) the completion or termination of the dealings contemplated in this Agreement; (ii) or the termination of this Agreement; (iii) or at the time the Disclosing Party may request it to the Receiving Party.\n3.8 Notwithstanding the foregoing, the Receiving Party may retain such of its documents as required to comply with mandatory law, provided that such Confidential Information or copies thereof shall be subject to an indefinite confidentiality obligation.\n3.9 In the event that the Receiving Party is asked to communicate the Confidential Information to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Disclosing Party of the terms of such disclosure and will collaborate to the extent practicable with the Disclosing Party in order to comply with the order and preserve the confidentiality of the Confidential Information.\n3.10 The Parties agree that the Disclosing Party will suffer irreparable damage if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such a breach, an award of actual and exemplary damages from any court of competent jurisdiction.\n3.11 The Receiving Party shall immediately notify the Disclosing Party upon becoming aware of any breach of confidence by anybody to whom it has disclosed the Confidential Information and give all necessary assistance in connection with any steps which the Disclosing Party may wish to take prevent, stop or obtain compensation for such a breach or threatened breach.\n3.12 The Confidential Information subject to this Agreement is made available \"as such\" and no warranties of any kind are granted or implied with respect to the quality of such information including, but not limited to, its applicability for any purpose, non-infringement of third party rights, accuracy, completeness or correctness.\n3.13 Neither Party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Further, neither Party shall have any liability to the other Party resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement.\n3.14 Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.\n4. Miscellaneous\n4.1 Duration and Termination\n4.1.1 This Agreement will enter into force on the date on which it is signed. It will remain in force until the ILDA-care project is finalised. Notwithstanding the foregoing, the Receiving Party\u2019s duty to hold in confidence Confidential Information that was disclosed during the term shall remain in effect indefinitely, save otherwise agreed.\n4.2 Applicable Law and Jurisdiction\nThis Agreement shall be construed and interpreted by German law. All disputes between signed parties shall fall under the exclusive jurisdiction of the courts who have jurisdiction for the district in which the German Partner has its registered office. The German Partner\u2019s registered office is located in Friedrichstra\u00dfe 10, 70174 Stuttgart, Germany. 4.3 Validity\nIf any provisions of this Agreement are invalid or unenforceable, the validity of the remaining provisions shall not be affected. The Parties shall replace the invalid or unenforceable provision by a valid and enforceable provision that will meet the purpose of the invalid or unenforceable provision as closely as possible.\n4.4 Subsequent Agreements\nAncillary agreements, amendments or additions hereto shall be made in writing.\n4.5 Communications\nAny notices or communications required between the Parties shall be delivered by hand, e-mail, or mailed by registered mail to the address of the other Party as indicated above. Any subsequent modification of a Party\u2019s address should be reasonably communicated in advance to the effect of this Agreement.\n5. Competition\nThe receipt of Confidential Information pursuant to this Agreement will not prevent or in any way limit either Party from developing, making or marketing products or services that are or may be competitive with the products or services of the other; or providing products or services to others who compete with the other Party; as long as those results have not become from a breach of this Agreement.\nIN WITNESS WHEREOF, the Parties hereto have caused this Mutual Non-Disclosure Agreement to be executed as of the date stated below in the signatures.\nApplicant Team Member\nPlace and date:.\u2026..\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.....\nName and function of the participating team member\nsignatory:\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..............................\nSignature/Stamp:\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026....\nApplicant Team Member\nPlace and date:\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.....\nName and function of the participating team member\nsignatory:\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..............................\nSignature/Stamp:\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026....\nApplicant Team Member\nPlace and date:\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.....\nName and function of the participating team member\nsignatory:\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..............................\nSignature/Stamp:\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026....\nApplicant Team Member\nPlace and date:\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.....\nName and function of the participating team member\nsignatory:\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..............................\nSignature/Stamp:\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026....\nBioRegio STERN Management GmbH\nPlace and date:\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.....\nName and function of the\nsignatory:\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nSignature/Stamp:\u2026\u2026..\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nWelfare Tech\nPlace and\ndate:\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.....\nName and function of 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"CONFIDENTIAL INFORMATION NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made on the date of deposit of the Entry as defined in the Official Rules of the Good Morning America Weekend(cid:146)s Mothers of Invention Challenge (\"Effective Date\"), by and between American Broadcasting Companies, Inc. located at 77 West 66th Street, New York, New York 10023, the law offices of West & Associates, A Professional Corporation, located at 2121 N. California Blvd., Suite 290 in Walnut Creek, California & Mom Inventors, Inc., located at 125 Grover Lane in Walnut Creek, California ( Collectively, \"Receiving Party\"),and the person identified in and/or executing the required invention disclosure form (\"Submitting Party\"). In consideration for the disclosure of Submitting Party(cid:146)s Confidential Information, the parties agree as follows:\nPurpose. Submitting Party wishes to have its submission evaluated according to the Official Rules for consideration as the Grand Prize Winner of the Good Morning America Weekend(cid:146)s Mothers of Invention Challenge and consequently Submitting Party may disclose its Confidential Information to Receiving Party.\nDefinition. \"Confidential Information\" means any confidential or proprietary information, clinical study protocols, technical data, trade secrets, or know-how of Submitting Party, including, but not limited to, that which relates to research, clinical studies, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, business strategies, operations, plants and facilities, marketing or finances. Confidential Information does not include information, technical data or know-how which:\ni. is generally available to the public prior to its disclosure; or\nii. is generally known to Receiving Party prior to the disclosure thereof as evidenced by written and dated material in its possessions; or\niii. through no fault of Receiving Party, becomes available to the public after the disclosure thereof; or\niv. is disclosed to Receiving Party by a third party having a bona fide right to do so; or\nv. is approved for release by the written authorization of Submitting Party; or\nvi. is disclosed pursuant to the requirement of a government agency or by operation of law after Submitting Party has been given at least thirty (30) days notice and an opportunity to object to such disclosures; or\nvii. is developed by Receiving Party completely independent of this Agreement.\nConfidential Information which is specific as to materials, composition, techniques, articles of manufacture, structure, apparatus, methods or the like shall not be deemed to be in the public domain merely because such information is embraced by more general disclosures in the public domain and any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain, if the combination itself and its principles of operation are not in the public domain.\nReceiving Party agrees it will not use Confidential Information provided under this Agreement to guide or aid a search and evaluation for purposes of showing information, technical data, trade secrets, or know-how provided hereunder is in the public domain.\nNon-Disclosure of Confidential Information. Receiving Party agrees not to use the Confidential Information disclosed to it by Submitting Party for its own use or for any purpose except to carry out evaluation of the submission according to the Contest Rules. Receiving Party will not disclose the Confidential Information to third parties or to Receiving Party(cid:146)s employees except employees who are required to have the information in order to carry out the contemplated business. Receiving Party agrees that it will take all reasonable steps to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent the Confidential Information from falling into the public domain or the possession of unauthorized persons.\nReturn of Materials. NO materials or documents which have been furnished by Submitting Party to Receiving Party will be returned, but instead will be disposed of in an appropriate manner to maintain confidentiality.\nPatents or Copyrights. Nothing in this Agreement is intended to grant any rights under any patent or copyright of Submitting Party, nor shall this Agreement grant Receiving Party any rights in or to the Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into any proposed business relationship with Submitting Party. Term. The commitments in this Agreement shall terminate two (2) years following the date of disclosure of the Confidential Information.\nMiscellaneous. This Agreement shall be binding upon Receiving Party and for the benefit of Submitting Party, its successors and assigns. This Agreement may not be assigned without consent of Submitting Party. Receiving Party shall not through operations of succession or otherwise place Confidential Information in the hands of a competitor of Submitting Party.\nGoverning Law and Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of New York without regard to principles of conflict of laws of such state. The federal and state courts within the State of New York shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. All rights and restrictions contained herein may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any term of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining terms of this Agreement shall constitute their agreement with respect to the subject matter hereof, and all of its remaining terms shall remain in full force and effect.\nExport Restriction. Recipient agrees it will not in any form export, reexport, resell, ship or divert or cause to be exported, reexported, resold, shipped or diverted, directly or indirectly, any product or technical data or software furnished hereunder or the direct product of such technical data or software to any country for which the United States Government or any agency thereof at the time of export and reexport requires an export license or other governmental approval without first obtaining such license or approval.\nEntire Agreement. This document contains the entire agreement between the parties with respect to the subject matter hereof. Any failure to enforce any provision of this agreement shall not constitute a waiver thereof or of any other provision hereof. This agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. This Agreement may be executed in any number of counterparts, each of which shall be considered as an original.\nIN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives and to become effective as of the Effective Date first written above.\n\"Receiving Party\" \"Submitting Party\"\nBy: By:\nTitle: Title:\n", "spans": [ [ 0, 49 ], [ 50, 711 ], [ 711, 832 ], [ 833, 842 ], [ 842, 1147 ], [ 1148, 1160 ], [ 1160, 1607 ], [ 1607, 1695 ], [ 1696, 1763 ], [ 1764, 1903 ], [ 1904, 2010 ], [ 2011, 2101 ], [ 2102, 2181 ], [ 2182, 2396 ], [ 2397, 2475 ], [ 2476, 3006 ], [ 3007, 3264 ], [ 3265, 3309 ], [ 3309, 3524 ], [ 3524, 3753 ], [ 3753, 4024 ], [ 4025, 4046 ], [ 4046, 4240 ], [ 4241, 4264 ], [ 4264, 4654 ], [ 4654, 4660 ], [ 4660, 4789 ], [ 4790, 4805 ], [ 4805, 4927 ], [ 4927, 4999 ], [ 4999, 5151 ], [ 5152, 5184 ], [ 5184, 5338 ], [ 5338, 5487 ], [ 5487, 5783 ], [ 5783, 6128 ], [ 6129, 6149 ], [ 6149, 6658 ], [ 6659, 6677 ], [ 6677, 6784 ], [ 6784, 6911 ], [ 6911, 7024 ], [ 7024, 7135 ], [ 7136, 7320 ], [ 7321, 7357 ], [ 7358, 7365 ], [ 7366, 7379 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 24 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 7, 14 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 19 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 7, 13 ] }, "nda-13": { "choice": "Entailment", "spans": [ 7, 11 ] }, "nda-5": { "choice": "Entailment", "spans": [ 19 ] }, "nda-4": { "choice": "Entailment", "spans": [ 18 ] } } } ], "document_type": "search-pdf", "url": "http://abcnews.go.com/images/GMA/NEW_moi_ndform.pdf" }, { "id": 245, "file_name": "NMLS%20Accessibility%20NDA.pdf", "text": "MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Mutual Confidentiality and Non-Disclosure Agreement (\u201cConfidentiality Agreement\u201d) is made between Conference of State Bank Supervisors, Inc. (\u201cCompany\u201d), and its affiliates and subsidiaries, whose principal offices are located at 1129 20th Street NW, Washington D.C. 20036 and whose principal offices are located at _________________________________ ________________________________________________________________________________.\nIn consideration of each party\u2019s provision of access to certain confidential information by the other in order to permit the parties to discuss current and future potential business relationships and perform their obligations under a Professional Services Agreement or other agreements or projects between Company and (collectively, \u201cProject\u201d) and for other good and valuable consideration, the sufficiency of which is acknowledged, it is agreed as follows:\n1. Each party may be provided with access to selected information (oral, written, or electronic) of the other which helps meet a regulatory purpose or business need, including, but not limited to, that information which relates or refers to: business planning; internal controls; computer, data processing, or communications architectures or systems; electronic data processing architectures, applications, programs, routines, or subroutines; business affairs and methods of operation or proposed methods of operations, techniques or systems of a party or any customer of a party, financial or other non-public information, including but not limited to proposals, processes, forecasts, ideas, concepts, projections, analyses, software, hardware, marketing information, documentation, structure and protocols. Some of the information in each of these categories is confidential in nature or constitutes a trade secret as it is not generally known to its competitors or the public. This information received from a party, either orally or in writing, during the course of the Project shall be deemed to be confidential information (\u201cConfidential Information\u201d) for purposes of this Confidentiality Agreement. Notes, documents, summaries or reports which are prepared from Confidential Information to the extent such specifically refer or relate to Confidential Information are themselves Confidential Information.\n2. Each party acknowledges the sensitive and secret nature of the Confidential Information it will have access to during the term of the Project and agrees that it will treat such Confidential Information as strictly confidential and shall exercise the same degree of care in the protection of the Confidential Information as the receiving party exercises with respect to its own proprietary property and trade secrets, but in no event shall it be less than a reasonable degree of care given the nature of the Confidential Information.\n3. Neither party shall disclose the Confidential Information received from the other to any person or entity, except its employees, officers, directors, independent consultants, affiliates, subsidiaries and other agents (collectively \u201cRepresentatives\u201d) involved in the performance of the Project, or to use the Confidential Information for any purpose other than fulfilling its obligations under the Project. Each party acknowledges and agrees that breach of this Confidentiality Agreement by the other and/or anyone employed by or otherwise associated with the other may also constitute a violation of applicable laws. Access to Confidential Information by the receiving party shall be limited to those Representatives who have agreed to be bound in writing under terms no less stringent than this Confidentiality Agreement.\n4. Neither party shall make copies of the Confidential Information except for those copies required for use by Authorized Persons in the performance of the Project. Each copy, including its storage media, shall be marked Confidential, and also include all copyright, trademark and other proprietary notices which appear on the original. Each party agrees that all Confidential Information of the other party, including any copies thereof, shall be returned to the disclosing party upon request or destroyed within ten (10) business days of the expiration or other termination of the Project. However, notwithstanding anything to the contrary herein, 1) neither party will be required to delete electronic Confidential Information stored in back-up/archival storage in accordance with its policies, provided that any such retained Confidential Information will continue to be subject to the terms of this Confidentiality Agreement until it is destroyed by the receiving party; and 2) a single copy of all Confidential Information may be retained by the Receiving Party\u2019s legal department for dispute resolution purposes only, provided, however, that such Confidential Information shall remain subject to the terms and conditions of this Confidentiality Agreement. In the event that a receiving party has or acquires actual knowledge of any breach of the confidentiality of, or the misappropriation of, any Confidential Information received under this Confidentiality Agreement, such party shall promptly give notice thereof to the other party.\n5. Upon written demand by the disclosing party or upon termination of this Confidentiality Agreement, the receiving party shall: (i) cease using the Confidential Information, (ii) return the Confidential Information and all copies, notes or extracts thereof to the disclosing party within ten (10) business days of receipt of demand; and (iii) upon request of the disclosing party, certify in writing that the receiving party has complied with the obligations set forth in this paragraph. Notwithstanding anything to the contrary herein, 1) neither party will be required to delete electronic Confidential Information stored in back-up/archival storage in accordance with its policies, provided that any such retained Confidential Information will continue to be subject to the terms of this Confidentiality Agreement until it is destroyed by the receiving party; and 2) a single copy of all Confidential Information may be retained by the Receiving Party\u2019s legal department for dispute resolution purposes only, provided, however, that such Confidential Information shall remain subject to the terms and conditions of this Confidentiality Agreement.\n6. All intellectual property rights associated with the Confidential Information, including without limitation, patent, trademark, copyright, trade secret rights, and moral rights shall remain in the disclosing party. Moreover, this Confidentiality Agreement does not grant any right or license to a party, by implication or otherwise, to any intellectual property owned or controlled by the other party.\n7. The obligation of non-disclosure shall not extend to: (1) information which is then already in the possession of the receiving party and not under a duty of non-disclosure; (2) information which is generally known or revealed to the public; (3) information which is revealed to the receiving party by a third party, unless such party is under a duty of non-disclosure; (4) information which the receiving party develops independently of the disclosure and such independent development can be shown by documentary evidence maintained contemporaneously with such development; or (5) information that is disclosed with the disclosing party\u2019s prior written consent.\n8. In the event that a party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information received from the other, the receiving party shall provide prompt actual notice to, in the case of , the General Counsel of , and, in the case of Company, to the General Counsel of Company, of such receipt, providing the party with a reasonable opportunity to intervene in the proceeding before the time that the other party is required to comply with such subpoena or other process. If such protective order or other remedy is not obtained, or the disclosing party waives compliance with the provision of this Confidentiality Agreement, the receiving party shall furnish only that portion of the Confidential Information which the receiving party is legally required to disclose and shall exercise its reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded the Confidential Information. Notwithstanding anything otherwise set forth herein, or Company may disclose Confidential Information: a) to the extent revealed to a government agency with regulatory or oversight jurisdiction over Company; or b) in the course of fulfilling any of regulatory responsibilities, including responsibilities under the Securities Exchange Act of 1934 (Act) or other applicable law. In either case, or Company shall furnish only that portion of the Confidential Information which the receiving party is legally required to disclose and shall exercise its reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded the Confidential Information.\n9. Each party acknowledges that the other, because of the nature of the Confidential Information, would suffer irreparable harm in the event of a material breach of the provisions of this Confidentiality Agreement in that monetary damages would be inadequate to compensate for such a breach, and that in the event of any material breach or threatened material breach by a party receiving Confidential Information from the other party of any such provisions, a party shall be entitled, in addition to such other legal or equitable remedies which might be available, to injunctive relief in any court of competent jurisdiction against the threatened material breach or continuation of any such material breach without showing or proving any actual damages sustained by it. Moreover, any such award of relief to the discloser of such Confidential Information shall include recovery of all actual and reasonable costs associated with enforcement of this Agreement including, without limitation, attorneys\u2019 fees.\n10. The Effective Date of this Confidentiality Agreement shall be the date it is signed by both parties and it shall terminate upon the earlier of (i) thirty (30) days written notice of either party, or (ii) three (3) years after the effective date.\n11. The representations and obligations of each party relative to the Confidential Information shall survive the expiration or termination of this Confidentiality Agreement for a period of the longer of three (3) years or for such time as such Confidential Information remains a protectable trade secret under applicable law.\n12. The rights and obligations of the parties hereunder are in addition to, and not in derogation of, their respective rights and duties under the Uniform Trade Secrets Act (\u201cUTSA\u201d) as adopted in the state set forth below or in respective state\u2019s trade secrets laws, if UTSA has not been adopted.\n13. This Confidentiality Agreement contains the full and complete understanding of Company and with respect to the subject matter and supersedes all prior representations and understandings whether they be oral or written.\n14. Company and understand and agree that in the event any part, term or provision of this Confidentiality Agreement is held to be invalid or legally unenforceable, the validity of the remaining parts, terms or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Confidentiality Agreement did not contain the particular part, term, or provision held to be invalid. This Confidentiality Agreement and performance thereunder shall be governed by the laws of the State of New York, excluding its conflicts of laws rules.\n15. The parties acknowledge that the Confidential Information disclosed by each of them under this Confidentiality Agreement may be subject to export controls under the laws of the United States. Each party shall comply with such laws and agrees not to knowingly export, re-export or transfer Confidential Information of the other party without first obtaining all required United States authorizations or licenses.\n16. Neither party may assign this Confidentiality Agreement without the prior written consent of the other party. However, either party may assign or transfer this Confidentiality Agreement and its rights hereunder to an affiliate or successor to its assets or liabilities if such assignee agrees in writing to be bound by the terms and conditions hereof and the non-assignment party is given notice of such an assignment. Any assignment to the contrary shall be void.\n17. The persons executing this Confidentiality Agreement warrant that they have the authority to bind and Company to the terms and conditions embodied in this Confidentiality Agreement.\n18. Neither party makes or intends to make any warranty or representation of any kind concerning the Confidential Information, except each party represents and warrants that it has the right to disclose Confidential Information to Receiving Party. Confidential Information is provided only for discussion purposes, is provided on an \u201cAs Is\u201d basis, and Receiving Party relies on Confidential Information at its own risk.\n19. As used in this Confidentiality Agreement, the terms \u201c\u201d and Company shall include any of their respective corporate affiliates or subsidiaries, provided that and Company (a) shall be responsible for the observance and proper performance by all of their respective corporate affiliates of the terms and conditions of this Confidentiality Agreement, and (b) if requested by the disclosing party, shall cause such corporate affiliate to return or destroy all Confidential Information in accordance with Section 5, prior to a corporate affiliate ceasing to be an affiliate thereof.\n20. Independent Development: This Confidentiality Agreement shall not be construed to limit the Receiving Party\u2019s, or any of its Representatives\u2019, right to independently develop or acquire products, services, or technology without use of the Disclosing Party\u2019s Confidential Information. The Disclosing Party understands and acknowledges that the Receiving Party and/or its Representatives may currently or in the future be developing information, knowledge or technology internally, or obtaining information, knowledge or technology from other persons that may be similar to information, knowledge or technology contained or reflected in the Disclosing Party\u2019s Confidential Information.\n21. Agreed and Accepted:\n\nBy:\nName:\nTitle:\nDate:\nConference of State Bank Supervisors, Inc.\nBy:\nName:\nTitle:\n", "spans": [ [ 0, 51 ], [ 52, 392 ], [ 392, 426 ], [ 426, 507 ], [ 508, 984 ], [ 985, 1794 ], [ 1794, 1965 ], [ 1965, 2191 ], [ 2191, 2395 ], [ 2396, 2931 ], [ 2932, 3341 ], [ 3341, 3552 ], [ 3552, 3757 ], [ 3758, 3923 ], [ 3923, 4095 ], [ 4095, 4350 ], [ 4350, 4408 ], [ 4408, 4738 ], [ 4738, 5021 ], [ 5021, 5300 ], [ 5301, 5430 ], [ 5430, 5476 ], [ 5476, 5639 ], [ 5639, 5790 ], [ 5790, 5839 ], [ 5839, 6169 ], [ 6169, 6451 ], [ 6452, 6670 ], [ 6670, 6856 ], [ 6857, 6914 ], [ 6914, 7033 ], [ 7033, 7101 ], [ 7101, 7229 ], [ 7229, 7437 ], [ 7437, 7521 ], [ 7522, 8086 ], [ 8086, 8529 ], [ 8529, 8582 ], [ 8582, 8651 ], [ 8651, 8759 ], [ 8759, 8945 ], [ 8945, 9259 ], [ 9260, 10031 ], [ 10031, 10267 ], [ 10268, 10415 ], [ 10415, 10471 ], [ 10471, 10517 ], [ 10518, 10843 ], [ 10844, 11140 ], [ 11141, 11166 ], [ 11166, 11382 ], [ 11383, 11837 ], [ 11837, 11989 ], [ 11990, 12186 ], [ 12186, 12405 ], [ 12406, 12520 ], [ 12520, 12829 ], [ 12829, 12874 ], [ 12875, 13079 ], [ 13080, 13328 ], [ 13328, 13499 ], [ 13500, 13711 ], [ 13711, 13893 ], [ 13893, 14118 ], [ 14119, 14169 ], [ 14169, 14406 ], [ 14406, 14805 ], [ 14806, 14830 ], [ 14831, 14854 ], [ 14855, 14858 ], [ 14859, 14864 ], [ 14865, 14871 ], [ 14872, 14877 ], [ 14878, 14920 ], [ 14921, 14924 ], [ 14925, 14930 ], [ 14931, 14937 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 15, 20, 22 ] }, "nda-15": { "choice": "Entailment", "spans": [ 27, 28 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 5, 6 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 47 ] }, "nda-12": { "choice": "Entailment", "spans": [ 29, 33, 64, 65, 66 ] }, "nda-20": { "choice": "Entailment", "spans": [ 16, 17, 18, 24, 25, 26 ] }, "nda-3": { "choice": "Entailment", "spans": [ 5, 7 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 10 ] }, "nda-17": { "choice": "Entailment", "spans": [ 13 ] }, "nda-8": { "choice": "Entailment", "spans": [ 35 ] }, "nda-13": { "choice": "Entailment", "spans": [ 29, 32, 64, 65, 66 ] }, "nda-5": { "choice": "Entailment", "spans": [ 10 ] }, "nda-4": { "choice": "Entailment", "spans": [ 10 ] } } } ], "document_type": "search-pdf", "url": "https://nationwidelicensingsystem.org/news/Documents/NMLS%20Accessibility%20NDA.pdf" }, { "id": 246, "file_name": "NON-DISCLOSURE-AGREEMENT_13.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis is a written contract that protects confidentiality between two parties who are entering into a Service Level Agreement. This contract is usually signed before entering into the Service Level Agreement.\nPARTY 1\nName & Surname:\nID Number:\nAddress:\n(the address acts as the domicilium citandi et executandi)\nEmail:\nCellphone Number:\nPARTY 2\nName & Surname:\nID Number:\nAddress:\n(the address acts as the domicilium citandi et executandi)\nEmail:\nCellphone Number:\n2. PURPOSE\n2.1. The purpose of this contract is:\n(E.g. Party 1 has been approached to develop and implement a marketing strategy for Party 2\u2019s service offering. The nature, extent and viability will be determined by the Parties in a Service Level Agreement)\n3. NON-DISCLOSURE\nThe Parties agree that:\n3.1. they will disclose written or verbal information of a confidential nature about:\n(e.g. their financial dealings, contractual rights and obligations, their current client base and potential clients, suppliers, employees, operation systems, forecasts, strategies and budgets, intellectual property, and other information that may be of importance.)\n3.2. There will be no disclosure or use of confidential information, without permission. The confidential information is a valuable asset that belongs to the disclosing party.\n3.3. Confidential information may not be disclosed to any third party. Information may only be disclosed to employees and/or agents; or if required by law, and such employees and/or agents must bind themselves to this agreement.\n3.4. If it is legally required for either party to disclose confidential information, the other party must be informed of this in writing. The Party required to make the disclosure will only do so to the extent that it is compulsory.\n3.5. When this agreement comes to an end or written demand has been sent, confidential information must be returned to the other party, within 5 (five) business days of the expiry date or the date that the demand was received. Confidential information held in electronic format must be destroyed or deleted to protect its confidentiality.\n3.6. No warranties, representations or undertakings will be valid or relied on, unless placed in writing and signed by both parties. No changes to this agreement will be valid or have force or effect unless placed in writing and signed by both parties.\n3.7. No party may directly or indirectly make an offer employment to, or request an interest from an employee or agent of the other party, for a least 1 (one) year of signing this agreement and for at least 1 (one) year after its termination.\n3.8. The Courts of the Republic of South Africa have jurisdiction over any dispute resulting from this agreement.\n3.9. Should either Party breach the terms of this agreement, the other may enforce its rights by means of any available legal remedy (including but not limited to interdict, mandatory order of court or civil claim).\n3.10. Should any term or condition of this contract be declared invalid or unenforceable, the term or condition will be deleted, and will not have an effect on the validity of the remaining provisions.\n3.11. The Parties must deliver all legal documents, notices or other communications to the addresses provided and indicated as domicilium citandi et executandi:\n3.12. The Parties may send any non-legal documents, notices or other communication via Email, but must attach a \u201cread receipt\u201d to each mail sent, to provide confirmation that the communication has been received and read.\n4. SIGNATURES\nSigned at on of 20 .\nParty 1:\nWitnesses: Witness 1\nWitness 2\nSigned at on of 20 .\nParty 2:\nWitnesses: Witness 1\nWitness 2\nDISCLAIMER\n", "spans": [ [ 0, 24 ], [ 25, 151 ], [ 151, 232 ], [ 233, 240 ], [ 241, 256 ], [ 257, 267 ], [ 268, 276 ], [ 277, 335 ], [ 336, 342 ], [ 343, 360 ], [ 361, 368 ], [ 369, 384 ], [ 385, 395 ], [ 396, 404 ], [ 405, 463 ], [ 464, 470 ], [ 471, 488 ], [ 489, 499 ], [ 500, 537 ], [ 538, 650 ], [ 650, 746 ], [ 747, 764 ], [ 765, 788 ], [ 789, 874 ], [ 875, 1140 ], [ 1141, 1230 ], [ 1230, 1316 ], [ 1317, 1388 ], [ 1388, 1545 ], [ 1546, 1685 ], [ 1685, 1779 ], [ 1780, 2007 ], [ 2007, 2118 ], [ 2119, 2252 ], [ 2252, 2371 ], [ 2372, 2614 ], [ 2615, 2728 ], [ 2729, 2748 ], [ 2748, 2944 ], [ 2945, 3146 ], [ 3147, 3307 ], [ 3308, 3528 ], [ 3529, 3542 ], [ 3543, 3563 ], [ 3564, 3572 ], [ 3573, 3593 ], [ 3594, 3603 ], [ 3604, 3624 ], [ 3625, 3633 ], [ 3634, 3654 ], [ 3655, 3664 ], [ 3665, 3675 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 31 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 22, 23, 24 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 22, 23, 24 ] }, "nda-18": { "choice": "Entailment", "spans": [ 35 ] }, "nda-7": { "choice": "Entailment", "spans": [ 28 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 29 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 28 ] }, "nda-4": { "choice": "Entailment", "spans": [ 25 ] } } } ], "document_type": "search-pdf", "url": "https://lawforall.co.za/wp-content/uploads/2020/04/NON-DISCLOSURE-AGREEMENT.pdf" }, { "id": 247, "file_name": "NON-Disclosure_Agreement_2.pdf", "text": "MODEL NON-DISCLOSURE AGREEMENT\n(Between CERT-In empanelled Auditor & Auditee)\nTHIS NON-DISCLOSURE AGREEMENT is made on this \u2026\u2026.. day (date) of \u2026\u2026\u2026\u2026 (Year)\nBy and between\n # In case of Central Government Ministry/ Departments #/State Government Departments\nPresident of India/Governor of (name of state) acting through \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. (Name, Designation) of \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.. (Name of Ministry/ Department) address \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 hereinafter referred to as \u201cAuditee\u201dwhich expression shall unless repugnant to the context or meaning thereof ,include its successors and assigns)of the first part.\n# In case of Autonomous Societies/ Not-for-profit companies/ Public sector Undertakings/Private sector\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. (Name of Company/ Society) incorporated /registered under the Companies Act,1956/2013/ the societies registration Act,1860 having its registered/corporate office at \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 (hereinafter referred to as \u201cAuditee\u201d which expression shall unless repugnant to the context or meaning thereof, includes its successors, administrators and permitted assigns) of the first part .\nAnd\nName incorporated/registered under the\u2026.\u2026.. Name of the Act having its registered/corporate office at \u2026\u2026\u2026\u2026\u2026\u2026(herein referred to as \u201cAuditor\u201d which expression shall unless repugnant to the context or meaning thereof ,includes its seccessors,assigns,administrators,liquidators and recievers)of the second part WHEREAS\nA.Auditor is a services organization empanelled by the Indian Computer Emergency Response Team (hereinafter CERT-IN) under Department of Electronics & IT, for auditing, including vulnerability assessment and penetration testing of computer systems , networks, computer resources & applications of various agencies or departments of the Government, critical infrastructure organizations and those in other sectors of Indian economy vide communication No\u2026\u2026\u2026\u2026dated\u2026\u2026.\nB.Auditor as an empanelled Information Security Auditing organization has agreed to fully comply the \u201cGuidelines for CERT-In Empanelled Information Security Auditing Organizations , Terms & conditions of empanelment and Policy guidelines for handling audit related data\u201d while conducting audits.\nC.Auditee is also aware of the aforesaid Guidelines along with guidelines for Auditee Organizations published by CERT-In.\nD.Both Auditor and Auditee have given their irrevocable consent to fully comply the aforesaid Guidelines and any amendments thereof without any reservations.\nNOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained herein, the parties agree as follows:\n1. Definitions. :\n(a) The term \u201cConfidential Information\u201d shall include, without limitation, all information and materials, furnished by either Party to the other in connection with Auditee products and services including information transmitted in writing, orally, visually, (e.g. video terminal display) or on magnetic media, and including all proprietary information, customer & prospect lists, trade secrets, trade names or proposed trade names, methods and procedures of operation, business or marketing plans, licensed document know-how, ideas, concepts, designs, drawings, flow charts, diagrams, quality manuals, checklists, guidelines, processes, formulae, source code materials, specifications, programs, software packages, codes and other intellectual property relating to Auditee products and services. Results of any information security audits, tests, analysis, extracts or usages carried out by the Auditor in connection with the Auditee\u2019s products and/or services, IT infrastructure, etc. shall also be considered Confidential Information.\n (b) The term \u201cAuditee products\u201d shall include all such products, goods, services, deliverables, which are subject to audit by the empanelled auditor under the Agreement.\n 2 Protection of Confidential Information. With respect to any Confidential Information disclosed to it or to which it has access, Auditor affirms that it shall:\n(a) Use the Confidential Information as necessary only in connection with scope of audit and in accordance with the terms and conditions contained herein;\n(b) Maintain the Confidential Information in strict confidence and take all reasonable steps to enforce the confidentiality obligations imposed hereunder, but in no event take less care with the Confidential Information that the parties take to protect the confidentiality of its own proprietary and confidential information and that of its other clients;\n(c) Not to make or retain copy of any details of products and/or services, prototypes, business or marketing plans, Client lists, Proposals developed by or originating from Auditee or any of the prospective clients of Auditee.\n(d) Not to make or retain copy of any details of results of any information security audits, tests, analysis, extracts or usages carried out by the Auditor in connection with the Auditee\u2019s products and/or services, IT infrastructure, etc. without the express written consent of Auditee.\n(e) Not disclose or in any way assist or permit the disclosure of any Confidential Information to any other person or entity without the express written consent of theauditee ; and\n(f) Return to theauditee, or destroy, at auditee\u2019s discretion, any and all Confidential Information disclosed in a printed form or other permanent record, or in any other tangible form (including without limitation, all copies, notes, extracts, analyses, studies, summaries, records and reproductions thereof) immediately on (i) expiration or termination ofthis agreement, or (ii) the request of Auditee therefor.\n(g) Not to send Auditee\u2019s audit information or data and/or any such Confidential Information at any time outside India for the purpose of storage, processing, analysis or handling without the express written consent of the Auditee.\n(h) The auditor shall use only the best possible secure methodology to avoid confidentiality breach, while handling audit related data for the purpose of storage, processing, transit or analysis including sharing of information with auditee.\n(i) Not to engage or appoint any non-resident/foreigner to undertake any activity related to Information Security Audit. In case of information security audits for Government/ critical sector organization, only the man power declared to CERT-In shall be deployed to carry out such audit related activities.\n(j) Not to discuss with any member of public, media, press, any or any other person about the nature of arrangement entered between the Auditor and the Auditee or the nature of services to be provided by Auditor to the Auditee.\n(k) Make sure that all the employees and/or consultants engaged to undertake any audit on its behalf have signed the mandatory non-disclosure agreement.\n3. Onus. Auditor shall have the burden of proving that any disclosure or use inconsistent with the terms and conditions hereof falls within any of the foregoing exceptions.\n4. Permitted disclosure of audit related information:\nThe auditor may share audit information with CERT-In or similar Government entities mandated under the law as and when called upon to do so by such agencies with prior written information to the auditee.\n5. Exceptions. The Confidentiality obligations as enumerated in Article 2of this Agreement shall not applyin following cases:\n(a) Which is independently developed by Auditor or lawfully received from another source free of restriction and without breach of this Agreement; or\n(b) After it has become generally available to the public without breach of this Agreement by Auditor; or\n(c) Which at the time of disclosure to Auditor was known to such party free of restriction and evidenced by documents in the possession of such party; or\n(d) Which Auditee agrees in writing is free of such restrictions.\n(e) Which is received from a third party not subject to the obligation of confidentiality with respect to such Information;\n6. Remedies. Auditor acknowledges that any actual or threatened disclosure or use of the Confidential Information by Auditor would be a breach of this agreement and may cause immediate and irreparable harm to Auditee or to its clients; Auditor affirms that damages from such disclosure or use by it may be impossible to measure accurately; and injury sustained by Auditee / its clients may be impossible to calculate and compensate fully. Therefore, Auditor acknowledges that in the event of such a breach, Auditee shall be entitled to specific performance by Auditor of its obligations contained in this Agreement. In addition Auditor shall compensate the Auditee for the loss or damages caused to the auditee actual and liquidated damages which may be demanded by Auditee. Liquidated damages not to exceed the Contract value. Moreover, Auditee shall be entitled to recover all costs of litigation including reasonable attorneys\u2019 fees which it or they may incur in connection with defending its interests and enforcement of contractual rights arising due to a breach of this agreement by Auditor. All rights and remedies hereunder are cumulative and in addition to any other rights or remedies under any applicable law, at equity, or under this Agreement, subject only to any limitations stated herein.\n7. Need to Know. Auditor shall restrict disclosure of such Confidential Information to its employees and/or consultants with a need to know (and advise such employees and/or consultants of the obligations assumed herein), shall use the Confidential Information only for the purposes set forth in the Agreement, and shall not disclose such Confidential Information to any affiliates, subsidiaries, associates and/or third party without prior written approval of the Auditee. No information relating to auditee shall be hosted or taken outside the country in any circumstances.\n8. Intellectual Property Rights Protection. No license to a party, under any trademark, patent, copyright, design right, mask work protection right, or any other intellectual property right is either granted or implied by the conveying of Confidential Information to such party.\n9. No Conflict. The parties represent and warrant that the performance of its obligations hereunder do not and shall not conflict with any other agreement or obligation of the respective parties to which they are a party or by which the respective parties are bound.\n10. Authority. The parties represent and warrant that they have all necessary authority and power to enter into this Agreement and perform their obligations hereunder.\n11. Governing Law. This Agreement shall be interpreted in accordance with and governed by the substantive and procedural laws of India and the parties hereby consent to the jurisdiction of Courts and/or Forums situated at < Name of the city>\n12. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties, and supersedes all previous or contemporaneous agreement or communications, both oral and written, representations and under standings among the parties with respect to the subject matter hereof.\n13. Amendments. No amendment, modification and/or discharge of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized officers or representatives.\n14. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.\n15. Severability. It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws, and such invalidity or unenforceability shall not affect the other provisions of this Agreement.\n16. Waiver. Waiver by either party of a breach of any provision of this Agreement, shall not be deemed to be waiver of any preceding or succeeding breach of the same or any other provision hereof.\n17. Survival. Both parties agree that all of their obligations undertaken herein with respect to Confidential Information received pursuant to this Agreement shall survive till perpetuity even after expiration or termination of this Agreement.\n18. Non-solicitation. During the term of this Agreement and thereafter for a further period of two (2) years Auditor shall not solicit or attempt to solicit Auditee\u2019s employees and/or consultants, for the purpose of hiring/contract or to proceed to conduct business similar to Auditee with any employee and/or consultant of the Auditee who has knowledge of the Confidential Information, without the prior written consent of Auditee.\n19. This Agreement is governed by and shall be construed in accordance with the laws of India. In the event of dispute arises between the parties in connection with the validity, interpretation, implementation or alleged breach of any provision of this Agreement, the parties shall attempt to resolve the dispute in good faith by senior level negotiations. In case, any such difference or dispute is not amicably resolved within forty five (45) days of such referral for negotiations, it shall be resolved through arbitration process, wherein both the parties will appoint one arbitrator each and the third one will be appointed by the two arbitrators in accordance with the Arbitration and Conciliation Act, 1996. The venue of arbitration in India shall be (please choose the venue of dispute resolution as the city) or where the services are provided. The proceedings of arbitration shall be conducted in English language and the arbitration award shall be substantiated in writing and binding on the parties. The arbitration proceedings shall be completed within a period of one hundred and eighty (180) days from the date of reference of the dispute to arbitration.\n20. Term. This Agreement shall come into force on the date of its signing by both the parties and shall be valid up to \u2026\u2026\u2026 year.\nIN WITNESS HEREOF, and intending to be legally bound, the parties have executed this Agreement to make it effective from the date and year first written above.\n# In case of auditee being Central Government Ministry/ Departments #\nFor & on behalf of President of India\n(Name and designation of authorized signatory)\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\n\nOr\n# In case of auditee being State Government Department #\nFor & on behalf of Governor of \u2026\u2026. < State name>\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\n(Name and designation of authorized signatory)\n\nOr\n# In case of Autonomous Societies/Not-for-profit-company/Public sector undertaking /Private Sector #\nfor , duly authorized by rules & regulations / of / vide resolution no. \u2026. Dated \u2026\u2026. Of Board of Directors of ............\n(AUDITEE) (AUDITOR)\nWITNESSES:\n1.\n", "spans": [ [ 0, 30 ], [ 31, 77 ], [ 78, 108 ], [ 108, 148 ], [ 148, 154 ], [ 155, 169 ], [ 170, 171 ], [ 171, 255 ], [ 256, 331 ], [ 331, 365 ], [ 365, 577 ], [ 578, 580 ], [ 580, 680 ], [ 681, 694 ], [ 694, 868 ], [ 868, 1063 ], [ 1064, 1067 ], [ 1068, 1112 ], [ 1112, 1383 ], [ 1384, 1848 ], [ 1849, 2144 ], [ 2145, 2266 ], [ 2267, 2424 ], [ 2425, 2555 ], [ 2556, 2573 ], [ 2574, 3370 ], [ 3370, 3610 ], [ 3611, 3612 ], [ 3612, 3781 ], [ 3782, 3783 ], [ 3783, 3825 ], [ 3825, 3943 ], [ 3944, 4098 ], [ 4099, 4454 ], [ 4455, 4681 ], [ 4682, 4968 ], [ 4969, 5149 ], [ 5150, 5475 ], [ 5475, 5526 ], [ 5526, 5563 ], [ 5564, 5795 ], [ 5796, 6037 ], [ 6038, 6159 ], [ 6159, 6344 ], [ 6345, 6572 ], [ 6573, 6725 ], [ 6726, 6735 ], [ 6735, 6898 ], [ 6899, 6952 ], [ 6953, 7156 ], [ 7157, 7172 ], [ 7172, 7282 ], [ 7283, 7432 ], [ 7433, 7538 ], [ 7539, 7692 ], [ 7693, 7758 ], [ 7759, 7882 ], [ 7883, 7896 ], [ 7896, 8322 ], [ 8322, 8499 ], [ 8499, 8658 ], [ 8658, 8711 ], [ 8711, 8981 ], [ 8981, 9186 ], [ 9187, 9204 ], [ 9204, 9661 ], [ 9661, 9762 ], [ 9763, 9807 ], [ 9807, 10041 ], [ 10042, 10058 ], [ 10058, 10308 ], [ 10309, 10324 ], [ 10324, 10476 ], [ 10477, 10496 ], [ 10496, 10718 ], [ 10719, 10741 ], [ 10741, 11023 ], [ 11024, 11040 ], [ 11040, 11274 ], [ 11275, 11298 ], [ 11298, 11436 ], [ 11437, 11455 ], [ 11455, 11848 ], [ 11849, 11861 ], [ 11861, 12045 ], [ 12046, 12060 ], [ 12060, 12289 ], [ 12290, 12312 ], [ 12312, 12722 ], [ 12723, 12818 ], [ 12818, 13080 ], [ 13080, 13432 ], [ 13432, 13577 ], [ 13577, 13735 ], [ 13735, 13892 ], [ 13893, 13903 ], [ 13903, 14021 ], [ 14022, 14181 ], [ 14182, 14184 ], [ 14184, 14251 ], [ 14252, 14289 ], [ 14290, 14336 ], [ 14337, 14348 ], [ 14349, 14392 ], [ 14393, 14395 ], [ 14396, 14398 ], [ 14398, 14452 ], [ 14453, 14501 ], [ 14502, 14513 ], [ 14514, 14560 ], [ 14561, 14587 ], [ 14588, 14590 ], [ 14591, 14593 ], [ 14593, 14691 ], [ 14692, 14721 ], [ 14721, 14854 ], [ 14854, 14923 ], [ 14924, 14943 ], [ 14944, 14954 ], [ 14955, 14957 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 31, 37, 38 ] }, "nda-15": { "choice": "Entailment", "spans": [ 68 ] }, "nda-10": { "choice": "Entailment", "spans": [ 31, 44 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 25, 26 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 86 ] }, "nda-12": { "choice": "Entailment", "spans": [ 51, 52 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 31, 34, 35, 37, 38, 39 ] }, "nda-3": { "choice": "Entailment", "spans": [ 25 ] }, "nda-18": { "choice": "Entailment", "spans": [ 88 ] }, "nda-7": { "choice": "Entailment", "spans": [ 45, 65 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 31, 34, 35 ] }, "nda-8": { "choice": "Entailment", "spans": [ 49 ] }, "nda-13": { "choice": "Entailment", "spans": [ 51, 52 ] }, "nda-5": { "choice": "Entailment", "spans": [ 65 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "https://www.cert-in.org.in/PDF/NON-Disclosure_Agreement.pdf" }, { "id": 248, "file_name": "NON_DISCLOSURE_AGREEMENT_5.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis non-disclosure agreement (\u201cAgreement\u201d) is dated [__] (\u201cEffective Date\u201d) and is entered into by and between:\n[__] (\u201cParty 1\u201d)\nAND\n[__] (\u201cParty 2\u201d)\nParty 1 and Party 2 are hereinafter referred to individually as a \"Party\" and collectively as the \"Parties\". Wherever the context requires, the Party disclosing the confidential information shall be referred to as the \u201cDisclosing Party\u201d and the Party receiving the confidential information shall be referred to as the \u201cReceiving Party\u201d.\nWhereas:\nA. Party 1 engages in [__] and Party 2 engages in [__].\nB. The Parties wish to collaborate and enter into discussions for the purpose of [__] (\u201cPurpose\u201d) and wish to keep such discussions confidential.\nNow therefore, in consideration for the mutual promises and covenants set forth herein, the Parties agree as follows:\n1. \u201cConfidential Information\u201d shall mean and include all non-public information, written or oral, disclosed, directly or indirectly, through any means of communication or observation (including oral, graphic, written or electronic form) by the Disclosing Party or any of its affiliates or representatives to or for the benefit of the Receiving Party from the Effective Date, irrespective of whether such information: (a) has been specifically marked as \u201cconfidential\u201d at the time of disclosure; (b) is treated as proprietary information by the Disclosing Party; or (c) is owned or developed by the Disclosing Party.\n2. Confidential Information shall include any financial, business, proprietary or technical information of the Disclosing Party.\n3. All such Confidential Information shared under this Agreement shall be used by the Parties exclusively for the Purpose and neither Party shall disclose or otherwise use the Confidential Information for any other purpose or in any other manner without the prior written approval of the Disclosing Party.\n4. The Confidential Information shared under this Agreement may be disclosed by the Receiving Party to other employees on a need to know basis, with written consent from the Disclosing Party, in connection with the Purpose, and who shall protect the Confidential Information in accordance with the terms of this Agreement.\n5. The Receiving Party shall protect the Confidential Information in the same manner as it would protect its own confidential information.\n6. The confidentiality obligations under this Agreement shall not apply to Confidential Information which:\na. was in the public domain or generally available to the public prior to receipt thereof by Receiving Party from the Disclosing Party, or which subsequently becomes part of the public domain or generally available to the public other than as a result of a breach of this Agreement by Receiving Party;\nb. was in the possession of Receiving Party prior to receipt from the Disclosing Party;\nc. is later lawfully received by Receiving Party from a third party without any confidentiality restrictions applicable;\nd. is independently created or developed by the Receiving Party without use or reference of the Confidential Information of the Disclosing Party; or,\ne. is required to be disclosed by operation of applicable law.\n7. Notwithstanding anything to the contrary contained in this Agreement, Confidential Information may be disclosed as required by applicable law, regulations or governmental procedure, provided the Receiving Party notifies the Disclosing Party prior to such disclosure, unless prohibited by law, so as to afford the Disclosing Party reasonable opportunity to object or seek an appropriate protective order with respect to such disclosure.\n8. The Receiving Party agrees not to issue or release for publication any articles or advertising or publicity matter relating to this Agreement which mention or imply the name of the Disclosing Party any of its affiliates, or subject matter hereof, unless prior written consent is granted by the Disclosing Party subject only to Clause 7. The Receiving Party shall make such amendments to any such press release or public statement as are reasonably requested by the Disclosing Party.\n9. No transfer of intellectual property right either by way of assignment or license is either granted or implied by the disclosure of Confidential Information to the Receiving Party. The fact that Confidential Information is disclosed to the Receiving Party shall not be deemed to constitute any representation, warranty or inducement by the Disclosing Party of any kind (including of its accuracy or correctness) with respect to the Confidential Information, including without limitation, which such use will not infringe on intellectual property rights of any third party.\n10. The Receiving Party shall, upon the request of the Disclosing Party or upon the termination of this Agreement, return to the Disclosing Party all Confidential Information, including drawings, documents, reports and other tangible manifestations of Confidential Information received by the Receiving Party pursuant to this Agreement, together with all copies and reproductions thereof.\n11. This Agreement shall be effective as of the Effective Date and shall terminate on the delivery of written notice of termination from either Party; provided, however, that the obligations of the Receiving Party under this Agreement shall remain in effect for a period of [__] years from the date of termination.\n12. This Agreement shall be governed and construed in accordance with the laws of India. The competent courts at [__] India shall have the sole and exclusive jurisdiction over any dispute that arises in relation to this Agreement.\n13. The Partner represents and covenants that its performance of this Agreement does not and will not breach any agreement it has entered into or will enter into with any third party. The Partner agrees not to enter into any written or oral agreement that conflicts with the provisions of this Agreement.\n14. The individuals executing this Agreement represent and warrant that they are empowered and duly authorized execute this Agreement on behalf of the parties they represent. Each Party represents and warrants to the other Party that it is authorised to execute this Agreement and is competent to discharge the obligations under this Agreement.\n15. Nothing in this Agreement will be construed to create a partnership, joint venture, franchise, fiduciary, employment or agency relationship between the parties. Neither Party has any express or implied authority to assume or create any obligations on behalf of the other or to bind the other to any contract, agreement or undertaking with any third party.\n16. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.\n17. This Agreement contains the full and complete understanding of the parties with respect to the subject matter hereof, and supersedes all prior representations and understandings, whether oral or written. This Agreement may be amended only in writing by mutual agreement of the Parties.\nIN WITNESS WHEREOF, the parties have executed this Agreement under seal as of the Effective Date.\nSignature Name Designation Organisation\nParty\n", "spans": [ [ 0, 24 ], [ 25, 137 ], [ 138, 143 ], [ 143, 154 ], [ 155, 158 ], [ 159, 164 ], [ 164, 175 ], [ 176, 285 ], [ 285, 512 ], [ 513, 521 ], [ 522, 577 ], [ 578, 723 ], [ 724, 841 ], [ 842, 1259 ], [ 1259, 1337 ], [ 1337, 1407 ], [ 1407, 1457 ], [ 1458, 1586 ], [ 1587, 1892 ], [ 1893, 2215 ], [ 2216, 2354 ], [ 2355, 2461 ], [ 2462, 2763 ], [ 2764, 2851 ], [ 2852, 2972 ], [ 2973, 3122 ], [ 3123, 3185 ], [ 3186, 3624 ], [ 3625, 3965 ], [ 3965, 4110 ], [ 4111, 4295 ], [ 4295, 4686 ], [ 4687, 5075 ], [ 5076, 5390 ], [ 5391, 5480 ], [ 5480, 5509 ], [ 5509, 5621 ], [ 5622, 5806 ], [ 5806, 5926 ], [ 5927, 6102 ], [ 6102, 6271 ], [ 6272, 6437 ], [ 6437, 6631 ], [ 6632, 6826 ], [ 6827, 7035 ], [ 7035, 7116 ], [ 7117, 7214 ], [ 7215, 7254 ], [ 7255, 7260 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 32 ] }, "nda-15": { "choice": "Entailment", "spans": [ 30 ] }, "nda-10": { "choice": "Entailment", "spans": [ 28 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 17 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 13, 14 ] }, "nda-19": { "choice": "Entailment", "spans": [ 33 ] }, "nda-12": { "choice": "Entailment", "spans": [ 21, 25 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 32 ] }, "nda-3": { "choice": "Entailment", "spans": [ 13 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 27 ] }, "nda-13": { "choice": "Entailment", "spans": [ 21, 24 ] }, "nda-5": { "choice": "Entailment", "spans": [ 19 ] }, "nda-4": { "choice": "Entailment", "spans": [ 18 ] } } } ], "document_type": "search-pdf", "url": "https://www.startupindia.gov.in/content/dam/invest-india/Templates/public/Tools_templates/internal_templates/Lets_Venture/NON_DISCLOSURE_AGREEMENT.pdf" }, { "id": 249, "file_name": "New_York_City_Bar_Association_Model_Form_of_Non-Disclosure_Agreement_2015.pdf", "text": "New York City Bar Association Model Form of Non-Disclosure Agreement\nCorporation Law Committee\nFebruary 2015\nTHE ASSOCIATION OF THE BAR OF THE CITY OF NEW YORK\n42 West 44th Street, New York, NY 10036-6689 www.nycbar.org\nPrepared by the Corporation Law Committee of the New York City Bar Association1\n[Name of the Company]2\n[Address of the Company]\n[Date]\n[Name and Address of Potential Buyer] Attention: [Name]\nDear [Name]:\n[Potential Buyer] (\u201cBuyer\u201d) has requested certain non-public information regarding [Target Company] and its subsidiaries (collectively, the \u201cCompany\u201d) in connection with a potential [negotiated]3 transaction (the \u201cTransaction\u201d) between or among Buyer, the Company and/or one or more Affiliates of Buyer. As a condition to furnishing such information to Buyer, the Company and Buyer hereby agree to the following provisions:4\n1. Certain Definitions. As used in this letter agreement (this \u201cAgreement\u201d):\n(a) \u201cAffiliate\u201d means, with respect to any Person, any other Person that is directly or indirectly Controlling, Controlled by or under common Control with such Person, where \u201cControl\u201d and derivative terms mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. [Notwithstanding the foregoing, for purposes of Section 7, any such Person that is a portfolio company of, or an investment fund that is advised or managed by, [Buyer] [Buyer\u2019s Parent Company] or any of its Affiliates shall not be considered an Affiliate of Buyer unless Evaluation Material or Discussions Disclosure is made available or actually provided or disclosed to such Person by or on behalf of Buyer; provided that Evaluation Material or Discussions Disclosure shall not be deemed to have been made available or actually provided or disclosed to any such Person solely as a result of the fact that a Representative of the Buyer with knowledge of any Evaluation Material or Discussions Disclosure is serving on the board of directors (or similar governing body) or as an officer of such Person.]5\n(b) \u201cEvaluation Material\u201d means any information or data concerning the Company or any of its Affiliates, whether in oral, visual, written, electronic or other form, that is disclosed to Buyer or any of its Representatives [before the date hereof,]6 now or in the future by or on behalf of the Company or any of its Representatives, together with all notes, memoranda, forecasts, summaries, analyses, compilations and other writings relating thereto that are prepared by or on behalf of Buyer or any of its Representatives to the extent that they use, contain, reflect or are derived from or incorporate, in whole or in part, any such information or data. Notwithstanding the foregoing, \u201cEvaluation Material\u201d does not include any information or data that: (i) is or was independently developed by Buyer or any of its Representatives without the benefit of any Evaluation Material;7 (ii) is or becomes generally available to the public, other than as a result of disclosure by or on behalf of Buyer or any of its Representatives in breach of this Agreement; (iii) is or becomes available to Buyer [on a non-confidential basis]8 from a source other than the Company or any of its Representatives, so long as that source[, to Buyer\u2019s knowledge after reasonable inquiry,]9 is not bound by a legal, contractual or fiduciary obligation of confidentiality to the Company; or (iv) is already in Buyer\u2019s possession at the time of disclosure by or on behalf of the Company or any of its Representatives[ as shown by Buyer\u2019s records immediately prior to the time of disclosure]10 from a source other than the Company or any of its Representatives, so long as that source[, to Buyer\u2019s knowledge after reasonable inquiry,]11 is not bound by a legal, contractual or fiduciary obligation of confidentiality to the Company.\n(c) \u201cincluding\u201d means \u201cincluding, without limitation.\u201d\n(d) \u201cPerson\u201d means any natural person, business, corporation, company, association, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, business enterprise, trust, governmental authority or other legal entity.\n(e) \u201cRepresentatives\u201d means, with respect to any Person, the Affiliates of such Person and any of its and their respective directors, officers, employees, managing members, general partners, attorneys, accountants, investment bankers, financial advisors, consultants and other advisors[, and any actual or potential sources of debt financing for such Person or its Affiliates]12; provided that, for the avoidance of doubt, in no event shall any actual or potential sources of equity financing for Buyer or its Affiliates be considered a \u201cRepresentative\u201d of Buyer for purposes of this Agreement without the prior written consent of the Company.\n2. Confidentiality, Use and Disclosure of Evaluation Material.\n(a) Confidentiality and Use of Evaluation Material. Buyer agrees that Buyer and its Representatives shall (i) use the Evaluation Material solely for the purpose of evaluating, negotiating and consummating the Transaction (or other legal, audit or compliance purposes permitted by this Agreement);13 (ii) except as otherwise permitted by this Section 2, keep all Evaluation Material strictly confidential; and (iii) disclose Evaluation Material only to Representatives of Buyer to whom disclosure is needed to facilitate the evaluation, negotiation and/or consummation of the Transaction. Before Buyer or any of its Representatives provides access to any Evaluation Material to any of its Representatives, Buyer agrees that it or one of its Representatives shall inform such Representative of the provisions of this Agreement and instruct it to comply with the provisions hereof applicable to its Representatives. Buyer shall be liable for any breaches of this Agreement by its Representatives, except for breaches committed by any Representative that is party to either (a) a separate joinder agreement in the form set forth as Exhibit C hereto or (b) a separate mutually acceptable confidentiality agreement between such Representative and the Company with respect to the Evaluation Material.\n(b) Discussions Disclosure. Without the prior written consent of the Company, neither the Buyer nor any of its Representatives shall: (i) make any disclosure to any other Person (other than its Representatives to whom disclosure is needed to facilitate the evaluation, negotiation and/or consummation of the Transaction) of (A) the fact that investigations, discussions or negotiations are taking or have taken place concerning the Transaction, (B) the existence or contents of this Agreement, (C) the fact that Buyer or any of its Representatives has requested or received Evaluation Material, conducted due diligence or attended management meetings or site visits with the Company or any of its Representatives or is otherwise considering the Transaction or (D) any of the terms, conditions or facts relating to the Transaction, including the status thereof; or (ii) make any public statement concerning the Transaction. Without the prior written consent of Buyer, neither the Company nor any of its Representatives shall make any disclosure to any other Person (other than its Representatives) of the fact that Buyer or any of its Representatives has requested or received Evaluation Material, conducted due diligence or attended management meetings or site visits with the Company or any of its Representatives or is otherwise considering the Transaction (other than on an anonymous basis) or any other information that may reasonably be expected to lead to disclosure of Buyer\u2019s identity (any disclosure or statement prohibited by the two preceding sentences being \u201cDiscussions Disclosure\u201d).\n(c) Compulsory Disclosure.\n(i) If Buyer or any of its Representatives or the Company or any of its Representatives (in the case of Discussions Disclosure) is requested or required by interrogatories, requests for information from a governmental, regulatory or supervisory authority, deposition, subpoena or similar legal process to disclose any Evaluation Material or Discussions Disclosure, or disclosure of Evaluation Material or Discussions Disclosure is required [based on the advice of counsel]14 for Buyer or any of its Representatives or the Company or any of its Representatives in order not to be in violation of any applicable law, regulation, order or other similar requirement of any governmental, regulatory or supervisory authority or any applicable listing agreement (collectively, \u201cApplicable Law\u201d and such required disclosing party, the \u201cCompulsory Disclosing Party\u201d), the Compulsory Disclosing Party shall provide the other party with prompt prior written notice thereof, to the extent not prohibited by Applicable Law, so that the other party may seek an appropriate protective order and/or, in the sole discretion of the other party, waive compliance by the Compulsory Disclosing Party with the applicable provisions of this Agreement.\n(ii) If, in the absence of such a protective order or waiver, the Compulsory Disclosing Party is nonetheless legally compelled to disclose any Evaluation Material or Discussions Disclosure [based on the advice of counsel], then the Compulsory Disclosing Party may, without liability under this Agreement, disclose only such portion of the Evaluation Material or make only such Discussions Disclosure as is legally required to be disclosed [based on the advice of counsel]; provided that the Compulsory Disclosing Party agrees to use reasonable efforts, at the other party\u2019s expense, to obtain assurances that any such disclosed Evaluation Material and Discussions Disclosure will be afforded confidential treatment.\n(iii) Notwithstanding the foregoing and for the avoidance of doubt, none of Buyer or any of its Representatives shall be permitted to make any disclosure of Evaluation Material or Discussions Disclosure if Buyer or any of its Representatives has, without the prior written consent of the Company\u2019s board of directors, initiated any proxy contest, tender offer, other effort to enter into a business combination with the Company, or any plan or proposal described in Item 4 of Schedule 13D, or taken any other action in violation of Section 8, that would reasonably be expected to trigger such requirement of disclosure.15\n(iv) The Company acknowledges that Buyer has advised the Company that [Buyer is, and] certain of its Representatives may be, registered investment advisers or regulated financial institutions and thus subject to routine examinations, investigations, regulatory sweeps or other regulatory inquiries. Buyer and its Representatives shall not be required to comply with the process described in paragraphs (i) and (ii) above in respect of disclosures made to a regulatory agency, self-regulatory organization, governmental agency or examiner thereof in the course of any such routine examinations, investigations, sweeps or inquiries, and any such disclosure shall be permitted.\n(d) Disclosure Permitted to Defend Dispute. Notwithstanding the foregoing provisions of this Section 2, Buyer or any of its Representatives and the Company or any of its Representatives (in the case of Discussions Disclosure) may disclose Evaluation Material or Discussions Disclosure to the extent necessary to defend any litigation claim or cause of action brought against it by the other party relating to the Transaction; provided that the disclosing party agrees to use (and to cause its applicable Representatives to use) reasonable efforts, at the other party\u2019s expense, to obtain assurances that any such disclosed Evaluation Material and Discussions Disclosure will be afforded confidential treatment.\n3. [Securities Law Restrictions. 16 Buyer acknowledges that: (a) the Evaluation Material and information that, if disclosed, would constitute Discussions Disclosure may contain material non-public information concerning the Company and its Affiliates; and (b) Buyer is aware of the restrictions imposed by U.S. federal and state securities laws, and the rules and regulations promulgated thereunder, on Persons in possession of material non-public information. Nothing herein shall constitute an admission by either party that any Evaluation Material or other such information in fact contains material non-public information concerning the Company or any of its Affiliates.]17\n4. No Representations or Warranties. Buyer acknowledges and agrees that: (a) no representation or warranty, express or implied, is made by the Company or any of its Representatives as to the accuracy or completeness of any of the Evaluation Material; and (b) Buyer shall be entitled to rely only on those representations and warranties that are expressly set forth in any definitive written agreement that is hereafter executed and delivered by both Buyer or its Affiliate and the Company in connection with the Transaction (a \u201cDefinitive Transaction Agreement\u201d). Except as may be expressly set forth in a Definitive Transaction Agreement, none of the Company or any of its Representatives shall have any liability to Buyer or any of its Representatives on account of the use of any Evaluation Material by Buyer or any of its Representatives or any inaccuracy therein or omission therefrom.\n5. Destruction or Erasure of Evaluation Material. At any time upon the Company\u2019s written request (including by email), Buyer agrees that Buyer and its Representatives shall promptly destroy or erase all Evaluation Material (including any Evaluation Material held electronically) in the possession or control of Buyer or any of its Representatives, and Buyer shall, if requested in writing (including by email) by the Company, certify such destruction or erasure to the Company; provided that (a) neither Buyer nor any of its Representatives shall be required to destroy or erase any electronic copy of any Evaluation Material that is created pursuant to such Person\u2019s standard electronic backup and archival procedures if (x) personnel whose functions are not primarily information technology in nature do not have access to such retained copies and (y) personnel whose functions are primarily information technology in nature have access to such copies only as reasonably necessary for the performance of their information technology duties (e.g., for purposes of system recovery) and [(b) Buyer and its Representatives may each retain (i) one copy of any Evaluation Material to the extent required to defend or maintain any litigation relating to this Agreement or the Evaluation Material, or to comply with its established document retention policies and (ii) such copies of the Evaluation Material to the extent required to comply with requirements of Applicable Law.]18 All such Evaluation Material retained in accordance with the foregoing proviso shall continue to be subject to Section 2 [for so long as any Evaluation Material is so retained].19\n6. Communications Regarding the Transaction. Buyer agrees that all communications by it or any of its Representatives with the other Party concerning the Transaction and its due diligence investigation (including requests for additional Evaluation Material, meetings with management and site visits) shall be directed solely to [___________________], except as may otherwise be approved in advance and in writing (including by email) by the Company. Buyer agrees that neither Buyer nor any of its Representatives will contact or communicate with any of the directors, officers, employees, customers, suppliers, distributors, licensees, licensors and clients of the Company, and other persons, including governmental agencies, having business relations with the Company, regarding the Company or the Transaction, in each case except to the extent such contacts and communications are (i) made in the ordinary course of business of Buyer or the applicable Representatives and are unrelated to the Transaction and the evaluation of the Transaction conducted by Buyer and its Representatives or (ii) approved in advance and in writing (including by email) by the Company.20\n7. [No Solicitation or Hiring. Buyer agrees that, except with the prior written consent of the Company, it will not, and it will not permit any of its controlled Affiliates to, directly or indirectly, solicit for employment or hire any [employees/officers/senior management of the Company [first introduced to Buyer or any of its controlled Affiliates in connection with the evaluation of the Transaction][that first become known to Buyer or any of its controlled Affiliates in connection with Buyer\u2019s evaluation of the Transaction][listed on Exhibit A]] for a period of [___] year[s] after the date of this Agreement; provided that this Section 7 shall not restrict Buyer or any of its controlled Affiliates from (i) making any general solicitation for employment that is not specifically directed at any such Persons, including through use of a recruiting website or employment search firm (so long as the firm is not instructed to solicit such Persons) or from hiring any Person as a result thereof or (ii) soliciting or hiring any such Person who [has left the employment of the Company][was terminated by the Company] at least [___] months prior to such solicitation or being hired.21\n8. [Standstill. Unless approved in advance in writing by the board of directors of the Company, Buyer agrees that neither Buyer nor any of its Representatives acting on behalf of or in concert with Buyer in this regard will, for a period of [___] year[s] after the date of this Agreement (the \u201cStandstill Period\u201d)22, directly or indirectly:\n(a) make any statement or proposal to the board of directors of the Company, any of the Company\u2019s Representatives or any of the Company\u2019s stockholders regarding, or make any public announcement, proposal or offer (including any \u201csolicitation\u201d of \u201cproxies\u201d as such terms are defined or used in Regulation 14A of the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d)) with respect to, or otherwise solicit, seek or offer to effect (including, for the avoidance of doubt, indirectly by means of communication with the press or media) (i) any business combination, merger, tender offer, exchange offer or similar transaction involving the Company, (ii) any restructuring, recapitalization, liquidation or similar transaction involving the Company, (iii) any acquisition23 (or proposal or agreement to acquire), of record or beneficially, by purchase or otherwise, any [loans, debt securities,] equity securities or assets of the Company, or rights or options to acquire interests in, or any swap or other arrangement that results in the economic consequences of ownership of, the Company\u2019s [loans, debt securities,] equity securities or assets, except that Buyer may beneficially own up to [___]% [of each class] [in the aggregate] of the Company\u2019s outstanding [loans, debt securities and] equity securities and may own an amount in excess of such percentage solely to the extent resulting exclusively from actions taken by the Company (e.g., a repurchase of securities by the Company), (iv) any proposal to seek representation on the board of directors of the Company or otherwise control or influence the management, board of directors or policies of the Company, (v) any request or proposal to waive, terminate or amend the provisions of this Agreement24 or (vi) any proposal, arrangement or other statement that is inconsistent with the terms of this Agreement, including this Section 8(a);\n(b) instigate, encourage or assist any third party (including forming a \u201cgroup\u201d (as such term is used under the Exchange Act) with any such third party) to do, or enter into any discussions or agreements with any third party with respect to, any of the actions set forth in clause (a) above; or\n(c) take any action which would reasonably be expected to require the Company or any of its Affiliates to make a public announcement regarding any of the actions set forth in clause (a) above.\n[As of the date of this Agreement, the amount of [TYPE OF SECURITIES/LOANS] of the Company beneficially owned by Buyer and each of its Affiliates is as set forth opposite the name of such Person under the heading \u201cAmount Beneficially Owned\u201d [with respect to each such [security] [loan]] on Exhibit B.]\n(d) [Notwithstanding the foregoing provisions of this Section 8:\n(i) the restrictions set forth in this Section 8 shall terminate and be of no further force and effect if the Company enters into a definitive agreement with respect to, or publicly announces that it plans to enter into, or otherwise has recommended that the Company\u2019s stockholders accept or approve, a transaction involving the acquisition by any Person or \u201cgroup\u201d of beneficial ownership of all or a controlling portion of the Company\u2019s equity securities or all or substantially all of the Companies\u2019 assets (whether by merger, consolidation, business combination, tender or exchange offer, recapitalization, restructuring, sale, equity issuance or otherwise);]25\n(ii) nothing in this Section 8 shall restrict Buyer or any of its Representatives from making any proposal regarding a possible Transaction directly to the board of directors of the Company on a confidential basis if such proposal does not require the Company to make a public announcement regarding this Agreement, a possible Transaction or any of the matters described in this Section 8; and\n(iii) Buyer and its Representatives may purchase goods or services of the Company or submit proposals for the purchase or sale of goods or services to or otherwise deal with the Company in the ordinary course of business.]\n9. Remedies. Each party agrees that money damages would not be a sufficient remedy for a breach or a threatened breach of this Agreement and that each party shall be entitled to specific performance and injunctive or other equitable relief, without the posting of a bond or other security, as a remedy for any such breach or threatened breach, in addition to all other remedies available at law or in equity.26 Such injunctive or other equitable relief shall be available without the obligation to prove any damages underlying such breach or threatened breach. [In the event of any legal proceedings for the enforcement of this Agreement, the reasonable costs and expenses incurred by the prevailing party and its Representatives as determined by a final, non-appealable judgment of a court of competent jurisdiction in connection with such proceedings, including attorney fees and disbursements, shall be reimbursed by the non-prevailing party.]\n10. No Waiver of Privilege. To the extent that any Evaluation Material includes materials subject to the attorney-client privilege, such disclosure is inadvertent and the Company is not waiving, and shall not be deemed to have waived or diminished, its attorney work-product protections, attorney-client privileges or similar protections and privileges as a result of disclosing any Evaluation Material (including Evaluation Material related to pending or threatened litigation) to Buyer or any of its Representatives.\n11. Residual Knowledge. The parties acknowledge and agree that Representatives of Buyer who have received or have been exposed to Evaluation Material may further develop their general knowledge, skills and experience (including general ideas, concepts, know-how and techniques), which may be based in whole or in part on such Evaluation Material. Notwithstanding anything in this Agreement to the contrary, the subsequent use by such Representative of such general knowledge, skills and experience, as retained in their unaided memories, will not in itself constitute a breach of this Agreement.27\n12. Term. Except for Sections 13(i) (Governing Law; Forum), 13(j) (WAIVER OF JURY TRIAL) and 13(k) (Conflict Waiver), which shall be binding in perpetuity or until the latest date permitted by Applicable Law, [the last sentence of Section 5]28 and Sections 7 and 8 which shall survive in accordance with their respective terms, this Agreement shall expire upon the date that is [___] year[s] after the date of this Agreement.29\n13. Miscellaneous.30\n27 Disclosing parties may choose not to include this provision in a first draft.\n(a) Entire Agreement. This Agreement contains the sole and entire agreement between the parties with respect to the matters set forth herein.\n(b) Data Site Provision. The terms of this Agreement shall control over any additional purported confidentiality requirements imposed by any offering memorandum, web-based database or similar repository of Evaluation Material to which Buyer or any of its Representatives is granted access in connection with the evaluation, negotiation or consummation of the Transaction, notwithstanding acceptance of such an offering memorandum or submission of an electronic signature, \u201cclicking\u201d on an \u201cI Agree\u201d icon or other indication of assent to such additional confidentiality conditions, it being understood and agreed that the confidentiality obligations with respect to Evaluation Material are exclusively governed by this Agreement and may not be enlarged except in accordance with Section 13(f).\n(c) Ownership of Evaluation Material; No License. All Evaluation Material is and shall remain property of the Company. Buyer acknowledges and agrees that none of the Company nor any of its Representatives grants any license to or other property right or interest in, by implication or otherwise, any copyright, patent, trademark, mask work, database or other intellectual or intangible property or proprietary information disclosed, embodied, fixed, comprised or contained in any Evaluation Material.\n(d) No Financing Exclusivity. Buyer hereby represents and warrants that it is not party to any agreement, arrangement or understanding (whether written or oral) that would restrict the ability of any other person to provide financing (debt, equity or otherwise) to any other person for the Transaction or any similar transaction, and Buyer hereby agrees that it will not directly or indirectly restrict the ability of any other person to provide any such financing.\n(e) Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by any party without the prior written consent of the non-assigning party. Any purported assignment without such consent shall be void and unenforceable.\n(f) Amendment and Waiver. This Agreement may be amended or modified only by a separate written instrument duly signed and delivered by or on behalf of both Buyer and the Company. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.\n(g) Severability. The invalidity or unenforceability of any provision of this Agreement shall not impair or affect the validity or enforceability of any other provision of this Agreement, unless the enforcement of such other provision in such circumstances would be inequitable.\n(h) No Obligation to Complete a Transaction. This Agreement is not intended to, and does not, constitute an agreement or impose any obligation on either party to (i) consummate a Transaction, (ii) conduct or continue discussions or negotiations concerning a Transaction, (iii) enter into a joint venture or other business relationship of any kind or (iv) enter into or negotiate a Definitive Transaction Agreement. Except with respect to the matters specifically set forth herein, neither party shall have any rights or obligations of any kind whatsoever with respect to a Transaction by virtue of this Agreement or any other written or oral expression by the parties or their respective Representatives unless and until a Definitive Transaction Agreement is executed and delivered. Buyer acknowledges that the Company reserves the right to (A) provide or not provide Evaluation Material to, and request the destruction or erasure of Evaluation Material by, Buyer or any of its Representatives, (B) reject any proposals made by Buyer or any of its Representatives, (C) terminate discussions or negotiations with Buyer or any of its Representatives and (D) engage in discussions and/or negotiations, and to enter into any agreement, with any other Person, in each case in the Company\u2019s sole discretion, without notice to Buyer or any of its Representatives, at any time and for any reason or no reason. Buyer shall not have any claim or cause of action against the Company or any of its Representatives in respect of the foregoing, except as specifically set forth in any Definitive Transaction Agreement, if any, that is hereafter executed.\n(i) Governing Law; Forum. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the State of [New York]31 without regard to the principles of conflicts of laws in any jurisdiction. Each party consents and submits to the exclusive jurisdiction of the courts of the [State of New York located in the Borough of Manhattan in New York City and the courts of the United States located in the Borough of Manhattan in New York City in the State of New York] for the adjudication of any action or legal proceeding relating to or arising out of this Agreement and the transactions contemplated hereby (and each party agrees not to commence any action or legal proceeding relating thereto except in any such court). Each party hereby irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue in such courts and agrees not to plead or claim in any such court that any such action or legal proceeding brought in any such court has been brought in an inconvenient forum. Each party hereby agrees that service of any process, summons, notice or document by U.S. certified mail addressed to such party at the address set forth above (or such other address as notified by either party to the other party in writing) shall be effective service of process for any such suit, action or proceeding brought against such party in any such court. Each party hereto agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in any other courts to whose jurisdiction such party is or may be subject by suit upon such judgment.\n(j) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.\n(k) Conflict Waiver. This Agreement also constitutes notice to Buyer that the Company has engaged [LAW FIRM] as its legal counsel in connection with the Transaction, and Buyer hereby (i) consents to the continued representation of the Company by [LAW FIRM] in connection with the Transaction notwithstanding the fact that [LAW FIRM] may have represented, and may currently or in the future represent, Buyer and/or any of its Affiliates with respect to unrelated matters and (ii) waives any actual or alleged conflict and actual or alleged violation of ethical or comparable rules applicable to [LAW FIRM] that may arise from its representation of the Company in connection with the Transaction, including but not limited to representing the Company against Buyer and/or any of its Affiliates (or any Person acting on behalf of or in concert with Buyer or any such Affiliates who receives Evaluation Material from Buyer and/or its Representatives) in litigation, arbitration or mediation in connection therewith. In addition, Buyer hereby acknowledges that its consent and waiver under this Section 13(k) is voluntary and informed, and that Buyer has obtained independent legal advice with respect to this consent and waiver. If Buyer has any questions regarding this Section 13(k), please contact [NAME] at [LAW FIRM] at [PHONE NUMBER] or [EMAIL ADDRESS]. Each party hereto agrees that [LAW FIRM] is an express third party beneficiary of this Section 13(k).\n(l) Counterparts. This Agreement may be signed in any number of counterparts (including by PDF) with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement.\n[Signature page follows]\nIf the foregoing correctly sets forth our agreement, please sign and return one copy of this Agreement to [CONTACT] by PDF at [EMAIL ADDRESS], whereupon this Agreement shall constitute our binding agreement with respect to the matters set forth herein.\nVery truly yours,\n[THE COMPANY]\nBy:_____________________________\n Name:\nTitle:\nAccepted and agreed to as of the date first written above:\n[POTENTIAL BUYER]\nBy: ________________________________\n Name:\nTitle:\n", "spans": [ [ 0, 68 ], [ 69, 94 ], [ 95, 108 ], [ 109, 159 ], [ 160, 219 ], [ 220, 299 ], [ 300, 322 ], [ 323, 347 ], [ 348, 354 ], [ 355, 410 ], [ 411, 423 ], [ 424, 728 ], [ 728, 848 ], [ 849, 873 ], [ 873, 925 ], [ 926, 1344 ], [ 1344, 2147 ], 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33397 ], [ 33398, 33404 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 33, 34, 131, 132 ] }, "nda-10": { "choice": "Entailment", "spans": [ 16, 42, 43, 44, 45, 47 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 18, 19 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 79, 122 ] }, "nda-12": { "choice": "Entailment", "spans": [ 20, 21 ] }, "nda-20": { "choice": "Entailment", "spans": [ 73, 74, 75, 76, 77, 78 ] }, "nda-3": { "choice": "Entailment", "spans": [ 18, 19 ] }, "nda-18": { "choice": "Entailment", "spans": [ 89, 90, 91 ] }, "nda-7": { "choice": "Entailment", "spans": [ 30, 33, 36 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 51 ] }, "nda-13": { "choice": "Entailment", "spans": [ 20, 23, 24 ] }, "nda-5": { "choice": "Entailment", "spans": [ 30, 33, 36 ] }, "nda-4": { "choice": "Entailment", "spans": [ 33, 34, 53, 137, 150 ] } } } ], "document_type": "search-pdf", "url": "https://www.nycbar.org/pdf/report/New_York_City_Bar_Association_Model_Form_of_Non-Disclosure_Agreement_2015.pdf" }, { "id": 250, "file_name": "Non Disclosure Agreement - CP Specific NDA (CreativeNDA-CPS121.1014).pdf", "text": "THIS NON DISCLOSURE AGREEMENT is made on ______ day of ________________ , _____ year (the \u201cAgreement\u201d)\nBY and BETWEEN:\n(1) CREATIVE PULTRUSIONS INC, incorporated and registered in Delaware file number 4610094 whose registered office is at 214 Industrial Lane, Alum Bank, PA 15521 (\u201cCP\u201d); and\n(2) _____________________ incorporated and registered in ____________________whose registered office is at _________________________________________________________ (the \u201cCompany\u201d).\nHereinafter, individually referred to as a \u201cParty\u201d and together, as the \u201cParties\u201d to this Agreement.\nRECITALS\n(A) Each Party wishes to disclose to the other Party Confidential Information in relation to the Purpose (as respectively defined below).\n(B) Each Party wishes to ensure that the other Party maintains the confidentiality of its Confidential Information.\n(C) In consideration of the benefits to the Parties of the disclosure of the Confidential Information, the Parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information.\nNOW THE PARTIES HEREBY AGREE AS FOLLOWS:\n1 Definitions and Interpretation\n1.1 The following definitions in this Clause 1 apply in this Agreement as follows:\n\u201cBusiness Day\u201d means a day (other than a Saturday, Sunday or public holiday) when banks are open for business.\n\u201cConfidential Information:\u201d means all confidential information (however recorded, preserved or disclosed) disclosed by a Party or its Representatives to the other Party and that Party's Representatives including but not limited to: the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; any information that would be regarded as confidential by a reasonable business person relating to:\n(a) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party or of the Disclosing Party's Group;\n(b) the operations, processes, product information, know-how, designs, specifications, trade secrets or software of the Disclosing Party or of the Disclosing Party's Group; and\n(c) any information or analysis derived from Confidential Information;\nbut not including any information:\n(a) that is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the Party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information);\n(b) was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party;\n(c) was, is or becomes available to the Recipient on a non-confidential basis from a person who, to the Recipient's knowledge, is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Recipient;\n(d) was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party;\n(e) the Parties agree in writing is not confidential or may be disclosed; and/or\n(f) is developed by or for the Recipient independently of the information disclosed by the Disclosing Party.\n\u201cDisclosing Party:\u201d means a Party to this Agreement which discloses or makes available directly or indirectly, Confidential Information.\n\u201cGroup\u201d: means, in relation to a company, that company, each and any subsidiary or holding company from time to time of that company and each and any subsidiary from time to time of a holding company of that company.\n\u201cHolding Company\u201d and \u201cSubsidiary\u201d mean a \"holding company\" and \"subsidiary\" of the Recipient or Disclosing Party respectively.\n\u201cPurpose\u201d: means the exchange of Confidential Information, trade secrets, know-how and samples in order to evaluate and pursue the objective of one or more potential business arrangements with respect to CP\u2019s potential supply the Company of pultruded materials of designs that are proprietary to the Company ____________________________________________________________________.\n\u201cRecipient\u201d: means a Party to this Agreement which receives or obtains directly or indirectly Confidential Information.\n\u201cRepresentative\u201d: means employees, agents, officers, advisers and other representatives of the Recipient.\n1.2 In this Agreement, the following rules of interpretation apply:\n(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);\n(b) a references to a party includes its personal representatives, successors or permitted assigns;\n(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;\n(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;\n(e) a reference to writing or written includes faxes; and\n(f) unless the context otherwise requires, a reference to one gender shall include a reference to the other genders\n2. Obligations of Confidentiality\n2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall:\n(a) not use or exploit the Confidential Information in any way except for the Purpose;\n(b) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement;\n(c) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party);\n(d) keep separate the Confidential Information from all documents and other records of the Recipient;\n(e) apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use; and\n(f) keep a written record of: any document or other Confidential Information received from the other in tangible form; any copy made of the Confidential Information.\n2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that:\n(a) it informs its Representatives of the confidential nature of the Confidential Information before disclosure;\n(b) it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and\n(c) it keeps a written record of these Representatives; and\n(d) it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement.\n2.3 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation any relevant securities exchange) or by a Court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.\n2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.\n2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.\n2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.\n2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.\n3 Return of Information\n3.1 At the request of the Disclosing Party, the Recipient shall:\n(a) destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information;\n(b) save in relation to its backup email systems, erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form; and\n(c) certify in writing to the Disclosing Party that it has complied with the requirements of this Clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient.\n3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed.\n4 Reservation of Rights and Acknowledgement\n4.1 All Confidential Information shall remain the property of the Disclosing Party. Each Party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other Party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. Any background intellectual property rights subsisting in any information provided by either Party to the other shall remain vested in the Disclosing Party and the Disclosing Party shall grant to the Recipient a non-exclusive, worldwide, royalty free, revocable licence to use such background Intellectual Property Rights solely for the period of this Agreement and for the Purpose only. Any foreground intellectual property rights generated by CP in respect of the Purpose shall vest in CP absolutely and the Company shall acquire no interest, right or title in respect of the same.\n4.2 Except as expressly stated in this Agreement, no Party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information.\n4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement in relation to the Purpose, or the development or supply of any product or service to which the Confidential Information relates.\n4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement.\n5. Warranty and Indemnity\n5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose.\n5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party and its Group at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party and/or its Group) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient.\n6. Term and Termination\n6.1 The obligations of each Party shall, notwithstanding any earlier termination of negotiations or discussions between the Parties in relation to the Purpose, continue for a period of 2 years from the date of this Agreement.\n6.2 If either Party decides not to become, or continue to be involved in the Purpose with the other Party it shall notify the other Party in writing immediately.\n6.3 Termination of this Agreement shall not affect any accrued rights or remedies to which either Party is entitled.\n7 Entire Agreement\n7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.\n7.2 Each Party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract.\n8. Severance\nIf any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of the Agreement.\n9. No Waiver\n9.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.\n9.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy.\n9.3 A Party that waives a right or remedy provided under this Agreement or by law in relation to another Party, or takes or fails to take any action against that Party, does not affect its rights in relation to any other Party.\n10. Assignment\nExcept as otherwise provided in this Agreement, no Party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it.\n11. Notices\n11.1 Any notice or other communication required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each Party required to receive the notice or communication at its address as set out below:\nCP: Shane E. Weyant, 214 Industrial Lane, Alum Bank, PA 15521\nCompany: _______________________________________________________________________ or as otherwise specified by the relevant Party by notice in writing to each other Party.\n11.2 Any notice or other communication shall be deemed to have been duly received:\n(a) if delivered personally, when left at the address and for the contact referred to in clause 11.1; or (b) if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or\n(c) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.\n11.3 A notice or other communication required to be given under this Agreement shall not be validly given if sent by e-mail.\n12. No Partnership or Agency\nNothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, nor authorise any Party to make or enter into any commitments for or on behalf of any other Party.\n13. No Relationship of Employer and Employee\nNothing in this Agreement is intended to, or shall be deemed to, establish any relationship of employer and employee between the Parties.\n14. Third Party Rights\nA person who is not a Party to this Agreement shall not have any rights to enforce its terms as though it were a Party to it.\n15. Variation\nExcept as set out in this Agreement, no variation of this Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by both Parties.\n16. Governing Law and Jurisdiction\nThis Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the state of Delaware, of the United States of America, without regard to conflict of law rules thereof. The Parties irrevocably agree that the Courts of Delaware shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).\nThis Agreement has been entered into on the date stated at the beginning of it.\n.......................................\nSigned by Shane E. Weyant Chief Executive Officer/President\nfor and on behalf of Creative Pultrusions, Inc.\nSigned by ....................................... .......................................\n for and on behalf of the Company\n", "spans": [ [ 0, 30 ], [ 30, 102 ], [ 103, 118 ], [ 119, 144 ], [ 144, 291 ], [ 292, 318 ], [ 318, 349 ], [ 349, 399 ], [ 399, 457 ], [ 457, 473 ], [ 474, 574 ], [ 575, 583 ], [ 584, 721 ], [ 722, 837 ], [ 838, 1070 ], [ 1071, 1111 ], [ 1112, 1144 ], [ 1145, 1149 ], [ 1149, 1227 ], [ 1228, 1338 ], [ 1339, 1807 ], [ 1808, 1968 ], [ 1969, 2145 ], [ 2146, 2216 ], [ 2217, 2251 ], [ 2252, 2669 ], [ 2670, 2777 ], [ 2778, 3048 ], [ 3049, 3168 ], [ 3169, 3249 ], [ 3250, 3358 ], [ 3359, 3495 ], [ 3496, 3712 ], [ 3713, 3840 ], [ 3841, 4149 ], [ 4149, 4218 ], [ 4219, 4338 ], [ 4339, 4444 ], [ 4445, 4449 ], [ 4449, 4512 ], [ 4513, 4637 ], [ 4638, 4737 ], [ 4738, 4870 ], [ 4870, 5028 ], [ 5029, 5228 ], [ 5229, 5286 ], [ 5287, 5402 ], [ 5403, 5436 ], [ 5437, 5441 ], [ 5441, 5601 ], [ 5602, 5688 ], [ 5689, 5841 ], [ 5842, 6071 ], [ 6072, 6173 ], [ 6174, 6435 ], [ 6436, 6601 ], [ 6602, 6606 ], [ 6606, 6791 ], [ 6792, 6904 ], [ 6905, 7283 ], [ 7284, 7343 ], [ 7344, 7461 ], [ 7462, 8164 ], [ 8165, 8169 ], [ 8169, 8502 ], [ 8503, 8507 ], [ 8507, 8747 ], [ 8748, 9217 ], [ 9218, 9431 ], [ 9432, 9455 ], [ 9456, 9460 ], [ 9460, 9520 ], [ 9521, 9711 ], [ 9712, 9888 ], [ 9889, 10370 ], [ 10370, 10484 ], [ 10485, 10489 ], [ 10489, 10913 ], [ 10914, 10957 ], [ 10958, 11042 ], [ 11042, 11106 ], [ 11106, 11366 ], [ 11366, 11754 ], [ 11754, 11949 ], [ 11950, 11954 ], [ 11954, 12170 ], [ 12171, 12175 ], [ 12175, 12503 ], [ 12504, 12508 ], [ 12508, 12645 ], [ 12645, 12932 ], [ 12933, 12958 ], [ 12959, 12979 ], [ 12979, 13158 ], [ 13159, 13731 ], [ 13732, 13755 ], [ 13756, 13760 ], [ 13760, 13981 ], [ 13982, 13986 ], [ 13986, 14143 ], [ 14144, 14260 ], [ 14261, 14279 ], [ 14280, 14284 ], [ 14284, 14519 ], [ 14520, 14698 ], [ 14698, 14899 ], [ 14900, 14912 ], [ 14913, 15116 ], [ 15116, 15220 ], [ 15220, 15381 ], [ 15382, 15394 ], [ 15395, 15668 ], [ 15669, 15673 ], [ 15673, 15851 ], [ 15852, 15856 ], [ 15856, 16079 ], [ 16080, 16094 ], [ 16095, 16290 ], [ 16291, 16302 ], [ 16303, 16308 ], [ 16308, 16618 ], [ 16619, 16680 ], [ 16681, 16690 ], [ 16690, 16762 ], [ 16762, 16851 ], [ 16852, 16857 ], [ 16857, 16934 ], [ 16935, 17040 ], [ 17040, 17158 ], [ 17159, 17273 ], [ 17274, 17279 ], [ 17279, 17398 ], [ 17399, 17427 ], [ 17428, 17711 ], [ 17712, 17756 ], [ 17757, 17894 ], [ 17895, 17917 ], [ 17918, 18043 ], [ 18044, 18057 ], [ 18058, 18271 ], [ 18272, 18306 ], [ 18307, 18640 ], [ 18640, 18901 ], [ 18902, 18981 ], [ 18982, 19021 ], [ 19022, 19081 ], [ 19082, 19129 ], [ 19130, 19219 ], [ 19220, 19221 ], [ 19221, 19253 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 79, 80, 81 ] }, "nda-10": { "choice": "Entailment", "spans": [ 20, 67 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 20, 21, 22 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 75, 97, 100 ] }, "nda-12": { "choice": "Entailment", "spans": [ 20, 24, 30 ] }, "nda-20": { "choice": "Entailment", "spans": [ 71, 72, 73, 74 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 37, 57 ] }, "nda-17": { "choice": "Entailment", "spans": [ 49, 52 ] }, "nda-8": { "choice": "Entailment", "spans": [ 62 ] }, "nda-13": { "choice": "Entailment", "spans": [ 20, 24, 27 ] }, "nda-5": { "choice": "Entailment", "spans": [ 37, 57 ] }, "nda-4": { "choice": "Entailment", "spans": [ 49, 50 ] } } } ], "document_type": "search-pdf", "url": "https://www.creativepultrusions.com/index.cfm/group-policy/non-disclosure-agreement/" }, { "id": 251, "file_name": "Non-Discl_Reciprocal_2.pdf", "text": "Reciprocal Confidential Non-Disclosure Agreement\nBETWEEN: ____________________________, of ________________________(\"the First Party\").\nAND: _____________________________, of ____________________________ (\"the Second Party\").\nThe First Party and the Second Party (collectively \"the Parties\"; individually a \"Party\") have agreed to exchange oral and written proprietary, financial, operating and other information concerning themselves and/or certain of their operating divisions and/or certain of their subsidiaries, including confidential information which has not been generally disclosed to the public. The Parties wish to use such information in connection with evaluating possible business transactions with each other (individually, a \"Transaction\").\nDEFINITIONS:\nAll information, concerning the business of the other Party, hereafter in the possession of either of the Parties, or their respective directors, officers, employees, agents or representatives, including, without limitation, lawyers, accountants, consultants and financial advisors (collectively, \"Representatives\") and except as noted hereinafter is considered to be \"Confidential Information\".\nFurthermore, any specific product or venture ideas, know-how, or concepts which may be discussed are deemed to be Confidential Information, provided that, (i) if in written or electronic form, they are clearly marked \"Confidential\", or (ii) if otherwise uttered, they are at least verbally noted to the recipient Party by the disclosing Party at the general time of disclosure as being confidential, and that subsequently they are noted in writing within 7 calendar days of the time of disclosure to the recipient Party by the disclosing Party as being a confidential topic.\nThe following information is excluded from being considered Confidential Information:\n(i) Information which, at the time of disclosure, is in the public domain, or information which subsequently becomes part of the public domain, by means other than breach of this Agreement.\n(ii) Information which the receiving Party obtains from a third party having a lawful right to disclose said information\n(iii) Information which can be shown by competent written evidence to have been developed by the receiving Party independently of said disclosure.\n(iv) Information which is required to be disclosed to any third party by reason of an applicable law, or by the decision of any court or tribunal having competent jurisdiction, and provided that written and reasonable prior notice has been given to the disclosing Party.\nIT IS HEREBY AGREED:\n1. The Parties will not, and will direct their respective representatives and associates not to, disclose to any other person that the Confidential Information has been made available to them, that discussions or negotiations are taking place concerning a potential Transaction or any of the terms, conditions or other facts with respect to any such Transaction. The term \"person\" used in this Agreement shall be broadly interpreted to include, without limitation, any individual, corporation, company, group partnership or other entity.\n2. The Parties will (and shall ensure that their respective Representatives will) keep the Confidential Information confidential and will not, without the prior written consent of the other Party, disclose any Confidential Information in any manner whatsoever, in whole or in part, and will not use Confidential Information, directly or indirectly, for other than evaluating a possible Transaction. The Parties shall make all reasonable, necessary or appropriate efforts to safeguard the Confidential Information from disclosure to anyone other than as permitted hereby.\n3. Information or concepts which are discussed by either Party as an extrapolation of the Confidential Information disclosed are the property of the topic's disclosing Party. For greater clarity, the discussion or invention of an extension to Confidential Information does not give the uttering Party intellectual property rights to that aspect of the topic unless the related Confidential Information is theirs.\n4. If either of the Parties determines that it does not wish to be involved in a Transaction, it will promptly advise the other Party of that fact, and if requested, each Party will promptly return to the other Party all documents furnished hereunder to it or its respective Representatives.\n5. Each Party acknowledges and agrees that the other Party would not have an adequate remedy at law and would be irreparably harmed if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Parties agree that either Party shall be entitled to injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof in addition to any other remedy to which it may be entitled at law or in equity.\n6. No failures or delay by either Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder.\nTERMINATION:\nThe obligations stipulated by this agreement shall continue in force for _____ years from the date of signing, unless otherwise extended or superceded by mutual agreement.\nGOVERNANCE:\nThis agreement shall be governed and construed in accordance with the laws of the Province of Ontario, Canada.\nUnderstood and agreed to by:\n________________________________________ __________________________\nAuthorized Representative of the First Party. Date\n________________________________________ __________________________\nAuthorized Representative of the Second Party. Date\nMinutes of Confidential Information Disclosures.\nDated: _____________________________, at ___________________________. During a\nmeeting between\n_________________________________ of ______________________________, and\n_________________________________ of ______________________________, and\n_________________________________ of ______________________________, being either\nParties or representatives of Parties who are subject to a Reciprocal Non-disclosure Agreement,\nthe following topics were claimed to be \"Confidential Information\".\n", "spans": [ [ 0, 39 ], [ 39, 48 ], [ 49, 58 ], [ 58, 91 ], [ 91, 135 ], [ 136, 141 ], [ 141, 172 ], [ 172, 175 ], [ 175, 225 ], [ 226, 606 ], [ 606, 756 ], [ 757, 769 ], [ 770, 1165 ], [ 1166, 1321 ], [ 1321, 1402 ], [ 1402, 1740 ], [ 1741, 1826 ], [ 1827, 2016 ], [ 2017, 2137 ], [ 2138, 2284 ], [ 2285, 2555 ], [ 2556, 2576 ], [ 2577, 2940 ], [ 2940, 3114 ], [ 3115, 3514 ], [ 3514, 3685 ], [ 3686, 3861 ], [ 3861, 4098 ], [ 4099, 4390 ], [ 4391, 4653 ], [ 4653, 4919 ], [ 4920, 5189 ], [ 5190, 5202 ], [ 5203, 5374 ], [ 5375, 5386 ], [ 5387, 5497 ], [ 5498, 5526 ], [ 5527, 5568 ], [ 5568, 5594 ], [ 5595, 5641 ], [ 5641, 5645 ], [ 5646, 5687 ], [ 5687, 5713 ], [ 5714, 5761 ], [ 5761, 5765 ], [ 5766, 5814 ], [ 5815, 5822 ], [ 5822, 5856 ], [ 5856, 5885 ], [ 5885, 5893 ], [ 5894, 5909 ], [ 5910, 5944 ], [ 5944, 5947 ], [ 5947, 5982 ], [ 5983, 6017 ], [ 6017, 6020 ], [ 6020, 6055 ], [ 6056, 6090 ], [ 6090, 6093 ], [ 6093, 6137 ], [ 6138, 6233 ], [ 6234, 6301 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 26, 27 ] }, "nda-10": { "choice": "Entailment", "spans": [ 22 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 13, 14, 15 ] }, "nda-19": { "choice": "Entailment", "spans": [ 33 ] }, "nda-12": { "choice": "Entailment", "spans": [ 16, 19 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 13, 15 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 16, 20 ] }, "nda-13": { "choice": "Entailment", "spans": [ 16, 18 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 24 ] } } } ], "document_type": "search-pdf", "url": "https://www.sparkinnovations.com/wp-content/uploads/2015/06/Non-Discl_Reciprocal_2.pdf" }, { "id": 252, "file_name": "Non-Disclosure-Agreement-1.pdf", "text": "NON DISCLOSURE AGREEMENT\n1. Confidentiality\nI. Supplier agrees to keep strictly confidential all documents, records, correspondence and transactions in any form concerning the operation or business of Vedrova, Group TP&H or its customers.\nII. Supplier shall not disclose or use any confidential information, unless and to the extent:\na) Such matter is at that time in the public domain\nb) If it is compelled by any governmental or judicial authority to disclose any such information; or\nc) It is required to disclose or use such information, to the extent necessary to provide the services.\nIII. Supplier will refrain from any operational and commercial contact with Vedrova\u2019 s customers. Supplier will respect Vedrova\u2019 s commercial interests with these customers and will not approach any of Vedrova\u2019 s customers with the purpose to directly or indirectly offer and provide logistic services, which are in scope of this Agreement or part of the services Vedrova provides to these customers.\nIV. Without limitation to clause I., Vedrova\u2019 s confidential information includes any and all of its customer information, supplier information, internal processes, standard operating procedures, strategies, business information and rates.\n2. Ownership\nSupplier acknowledges Vedrova\u2019 s ownership in all confidential information, and its marks, names, data, systems and processes and supplier acquires no rights in any of these.\n3. General terms\nI. Any additions or modifications to the agreement are only binding if made in writing and signed on behalf of both parties.\nII. Any notices given by either party under this agreement shall be addressed to the individuals who sign this agreement, or other individuals agreed in writing by the parties.\nIII. This agreement contains the entire understanding between the parties regarding the use and disclosure of confidential information.\nIV. The terms of this agreement shall continue without limitation of time.\nV. The parties agree that damages may not be an adequate remedy for any breach of this agreement by supplier. Supplier shall indemnify Vedrova against any claim, loss, damage or cost arising out of any breach of this agreement or other mis-use or unlawful disclosure of any confidential information. Vedrova is entitled to equitable or injunction relief.\n4. Group clause\nThe provisions in this agreement applicable to Vedrova are also applicable to the Group TP&H, and any confidential information of the Group TP&H. Group TP&H means Vedrova and any other company or entity which is directly or indirectly owned or controlled by Group TP&H, and including any direct or indirect affiliate, subsidiary, joint venture or sub-contractor of customer or any such company or entity.\n5. Governing law and dispute resolution\nI. This agreement is subject to Belgian law\nII. The parties shall attempt, in an amicable manner, to settle any dispute which may arise under this agreement. If any such dispute cannot be resolved by negotiation, it shall as far as legally permissible and in compliance with statutory provisions, referred to the exclusive jurisdiction of the court in Antwerp.\n", "spans": [ [ 0, 24 ], [ 25, 43 ], [ 44, 238 ], [ 239, 333 ], [ 334, 385 ], [ 386, 486 ], [ 487, 590 ], [ 591, 689 ], [ 689, 991 ], [ 992, 1231 ], [ 1232, 1244 ], [ 1245, 1419 ], [ 1420, 1436 ], [ 1437, 1561 ], [ 1562, 1738 ], [ 1739, 1874 ], [ 1875, 1949 ], [ 1950, 2060 ], [ 2060, 2250 ], [ 2250, 2304 ], [ 2305, 2320 ], [ 2321, 2467 ], [ 2467, 2725 ], [ 2726, 2765 ], [ 2766, 2809 ], [ 2810, 2924 ], [ 2924, 3126 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 11 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 2, 9 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 16 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 3, 6 ] } } } ], "document_type": "search-pdf", "url": "https://www.vedrova.be/wp-content/uploads/2017/02/Non-Disclosure-Agreement-1.pdf" }, { "id": 253, "file_name": "Non-Disclosure-Agreement-9-1-2018.pdf", "text": "EICA \u201cNon-Disclosure Agreement\u201d\nWHEREAS, Electrical Industry Certifications Association (EICA) wishes to protect its Con\ufb01dential Information, as de\ufb01ned below, against any unauthorized use and any unauthorized or uncontrolled disclosure.\nNOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and suf\ufb01ciency of which is acknowledged, EICA and signee agree as follows:\nA. As used throughout this Agreement, the term \u201cCon\ufb01dential Information\u201d means information not generally known to third parties and which is proprietary to EICA including information about EICA\u2019s proprietary test items and item bank questions used for EICA\u2019s certification programs, test scoring criteria for written and practical exams and other business affairs of EICA relating to the management, development, and administration of certification programs and exams. All information, oral or written, of EICA that is disclosed to Signee or to which Signee obtains access, whether originated by Signee or by the discloser or others, shall be presumed to be Con\ufb01dential Information.\nB. As used throughout this Agreement, the acronym \u201cEICA\u201d means the Electrical Industry Certifications Association.\nC. It is understood that unauthorized disclosure or use, whether intentional or unintentional, of any of the Con\ufb01dential Information would be detrimental to EICA and could seriously affect the fairness of EICA\u2019s certification programs and certification exams. Accordingly, Signee agrees:\n1. Not to use any of the Con\ufb01dential Information for any purpose other than for or in connection with the Authorized Purpose.\n2. To maintain all of the Con\ufb01dential Information in con\ufb01dence and not to disclose any portion of the Con\ufb01dential Information to any person or entity not authorized hereunder without the prior written consent of EICA.\n3. That, upon EICA\u2019s request, all records, any compositions, articles, documents and other items which contain, disclose and/or embody any Con\ufb01dential Information (including, without limitation, all copies, reproductions, summaries and notes of the contents thereof), regardless of the person causing the same to be in such form, shall be returned to EICA or destroyed by Signee, and Signee will certify that the provisions of this paragraph have been complied with.\nD. The obligations pursuant to Section C above shall not apply to information which:\n1. Is or becomes a part of the public domain through no act or omission of Signee;\n2. Can be shown to be already possessed by Signee as of the date of disclosure;\n3. Shall be made available to Signee on a non---con\ufb01dential basis by a third party having a right to do so;\n4. Is disclosed by order of a court of competent jurisdiction; or\n5. EICA authorizes, in writing, for release.\nE. In the event that Signee or its representatives receives a request to disclose all or any part of the Con\ufb01dential Information under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or by a governmental body, the receiving party agrees to:\n1. Immediately notify EICA of the existence, terms and circumstances surrounding such a request, so that EICA may seek an appropriate protective order and/or waive Signee\u2019s compliance with the provisions of this Agreement; and\n2. If disclosure of the Con\ufb01dential Information is required in the opinion of Signee\u2019s counsel, to the extent possible cooperate with EICA in obtaining reliable assurances that con\ufb01dential treatment will be accorded to the disclosed Con\ufb01dential Information.\nF. The parties acknowledge that the Con\ufb01dential Information is the property of EICA, and the disclosure of the Con\ufb01dential Information to Signee does not convey any right, title or license in the Con\ufb01dential Information to Signee. Signee shall not appropriate the Con\ufb01dential Information to Signee\u2019s own use or to the use of any third party and shall only use the Con\ufb01dential Information for the exclusive bene\ufb01t of EICA except to the extent otherwise authorized in writing by EICA.\nG. It is further understood and agreed that no failure or delay by EICA in exercising any right, power or privilege under this Agreement shall operate as a waiver, nor shall any single or partial exercise preclude any other or further exercise or the exercise of any right, power or privilege under this Agreement.\nH. The termination of the discussions or relationship between the parties shall not relieve Signee or its employees, agents or af\ufb01liates of the obligations of nonuse or nondisclosure under this Agreement or the obligation to return or destroy certain materials.\nI. The parties agree that money damages would not be suf\ufb01cient remedy for any breach of this Agreement, and the non---breaching party shall be entitled to enforce this Agreement by injunctive and other available relief, including without limitation speci\ufb01c performance.\nJ. This Agreement shall be governed by and construed and interpreted in accordance with the substantive laws of the State of Utah. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. All obligations of the receiving party and rights of the disclosing party expressed in this Agreement shall be in addition to, and not in limitation of, those provided by applicable law. This Agreement may be modi\ufb01ed or waived only by a separate writing by Signee and EICA expressly so modifying or waiving such. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. References to EICA and Signee shall be deemed to include each of their af\ufb01liates, if any. Any disputes arising out of this Agreement shall be adjudicated in federal or state district court in the State of Utah and each party hereby consents to the jurisdiction of such court. This Agreement shall be binding upon the parties and their successors and assigns.\nIN WITNESS WHEREOF, the parties acknowledge their agreement to the foregoing as of the date \ufb01rst set forth above by execution of the Agreement by their respective authorized representatives.\nElectrical Industry Certifications Association Signee\nBy (signature) By (Signature)\nPrinted Name Printed Name\nTitle Title\nDate Date\nEICA Non-Disclosure Agreement /2018 2\n", "spans": [ [ 0, 31 ], [ 32, 236 ], [ 237, 455 ], [ 456, 925 ], [ 925, 1138 ], [ 1139, 1253 ], [ 1254, 1514 ], [ 1514, 1541 ], [ 1542, 1667 ], [ 1668, 1885 ], [ 1886, 2352 ], [ 2353, 2437 ], [ 2438, 2520 ], [ 2521, 2600 ], [ 2601, 2708 ], [ 2709, 2774 ], [ 2775, 2819 ], [ 2820, 3109 ], [ 3110, 3336 ], [ 3337, 3594 ], [ 3595, 3826 ], [ 3826, 4077 ], [ 4078, 4392 ], [ 4393, 4654 ], [ 4655, 4924 ], [ 4925, 5056 ], [ 5056, 5464 ], [ 5464, 5651 ], [ 5651, 5777 ], [ 5777, 5934 ], [ 5934, 6024 ], [ 6024, 6210 ], [ 6210, 6292 ], [ 6293, 6483 ], [ 6484, 6537 ], [ 6538, 6553 ], [ 6553, 6567 ], [ 6568, 6593 ], [ 6594, 6605 ], [ 6606, 6615 ], [ 6616, 6653 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 20 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 3 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 4 ] }, "nda-19": { "choice": "Entailment", "spans": [ 23 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 4 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 17, 18 ] }, "nda-13": { "choice": "Entailment", "spans": [ 11, 14 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 7, 8, 21 ] } } } ], "document_type": "search-pdf", "url": "http://www.eica-us.org/wp-content/uploads/2018/10/Non-Disclosure-Agreement-9-1-2018.pdf" }, { "id": 254, "file_name": "Non-Disclosure-Agreement_10.pdf", "text": "NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nAgreement dated , between PCA Technology Limited (the \u201cCompany\u201d), and (the \u201cProspective Vendor\u201d) of (address) .\n1. Background. The Company and the Prospective Vendor intend to engage discussions and negotiations concerning supplying products or services by the Prospective Vendor to the Company. In the course of such discussions and negotiations, it is anticipated that the Company may disclose or deliver to the Prospective Vendor certain of the company\u2019s trade secrets or confidential or proprietary information for the purpose of enabling the Prospective Vendor to evaluate the desirability of becoming a supplier. The Company and the Prospective Vendor have entered into this Agreement in order to assure the confidentiality of such trade secrets and confidential or proprietary information in accordance with the terms of this Agreement.\n2. Proprietary Information. As used in this Agreement, the term \u201cProprietary Information\u201d shall mean all trade secrets or confidential or proprietary information designated as such in writing by the Company whether by letter or by the use of an appropriate proprietary stamp or legend, prior to or at the time any such trade secret or confidential or proprietary information is disclosed by the Company to the Prospective Vendor. Notwithstanding the foregoing, information which is orally or visually disclosed to the Prospective Vendor by the Company, or is disclosed in writing without an appropriate letter, proprietary stamp or legend, shall constitute Proprietary Information if it would be apparent to a reasonable person, familiar with the Company\u2019s business and the industry in which it operates, that such information is of a confidential or proprietary nature the maintenance of which is important to the Company.\n3. Disclosure of Proprietary Information. The Prospective Vendor shall hold in confidence, and shall not disclose to any person or entity, any Proprietary Information. The Prospective Vendor shall use such Proprietary Information only for the purpose for which it was disclosed and shall not use or exploit such Proprietary Information for his own benefit or the benefit of another without the prior written consent of the Company. Without limitation of the foregoing, the Prospective Vendor shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Prospective Vendor shall be responsible to the Company for any disclosure or misuse of Proprietary Information which results from a failure to comply with this provision. The Prospective Vendor will promptly report to the Company any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the Company to prevent, control or remedy any such violation.\n4. Limitation on Obligations. The obligations of the Prospective Vendor specified in Section 3 above shall not apply, and the Prospective Vendor shall have no further obligations, with respect to any Proprietary Information to the extent Prospective Vendor can demonstrate, by clear and convincing evidence, that such Proprietary Information.\n(a) is generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of the Prospective Vendor;\n(b) is in the Prospective Vendor\u2019s possession at the time of disclosure otherwise than as a result of Prospective Vendor\u2019s breach of any legal obligation;\n(c) becomes known to the Prospective Vendor through disclosure by sources other than the Company having the legal right to disclose such Proprietary Information;\n(d) is independently developed by the Prospective Vendor without reference to or reliance upon the Proprietary Information; or\n(e) is required to be disclosed by the Prospective Vendor to comply with applicable laws or government regulations, provided that the Prospective Vendor provides prior written notice of such disclosure to the Company and takes reasonable and lawful actions to avoid and / or minimize the extent of such disclosure.\n5. Ownership of Proprietary Information. The Prospective Vendor agrees that the Company is and shall remain the exclusive owner of the Proprietary Information and all patent, copyright, trade secret, trademark and other intellectual property rights therein. No license or conveyance of any such rights to the Prospective Vendor is granted or implied under this Agreement.\n6. Return of Documents. The Prospective Vendor shall, upon the termination of this Agreement or at the request of the Company, promptly destroy or return to the Company all drawings, documents and other tangible manifestations of Proprietary Information received by the Prospective vendor pursuant to this Agreement (and all copies and reproductions thereof).\n7. Miscellaneous\n(a) This Agreement supersedes all prior agreements, written or oral, between the Company and the Prospective Vendor relating to the subject matter of this Agreement. This Agreement may not be modified, amended or discharged, in whole or in part, except by an agreement in writing signed by the Company and the Prospective Vendor.\n(b) This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.\n(c) This Agreement shall be construed and interpreted in accordance with the laws of the Republic of Singapore.\n(d) The provisions of this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Prospective Vendor to be reasonable for such purpose. The Prospective Vendor agrees that any breach of this Agreement will cause the Company substantial and irreparable damages and, therefore, in the event of any such breach, in addition to other remedies which may be available, the Company shall have the right to seek specific performance and other injunctive and equitable relief.\nThis Agreement shall remain effective with respect to any Proprietary Information which is disclosed herein at any time with three (3) years from the date first dated above, except for the obligations of the parties hereto with respect to Proprietary Information received prior to such termination which shall survive such termination.\nPCA Technology Limited\nProspective Vendor (please print name)\n_________________________________ _________________________________\nSigned Signed\nBy: _____________________________ By:\nTitle:_____________________________ Title:\n_________________________________\nCompany Stamp\n", "spans": [ [ 0, 44 ], [ 45, 156 ], [ 157, 172 ], [ 172, 341 ], [ 341, 664 ], [ 664, 888 ], [ 889, 917 ], [ 917, 1319 ], [ 1319, 1812 ], [ 1813, 1855 ], [ 1855, 1981 ], [ 1981, 2245 ], [ 2245, 2486 ], [ 2486, 2661 ], [ 2661, 2902 ], [ 2903, 2933 ], [ 2933, 3245 ], [ 3246, 3398 ], [ 3399, 3553 ], [ 3554, 3715 ], [ 3716, 3842 ], [ 3843, 4157 ], [ 4158, 4199 ], [ 4199, 4416 ], [ 4416, 4529 ], [ 4530, 4554 ], [ 4554, 4889 ], [ 4890, 4906 ], [ 4907, 5073 ], [ 5073, 5236 ], [ 5237, 5375 ], [ 5376, 5487 ], [ 5488, 5682 ], [ 5682, 6012 ], [ 6013, 6348 ], [ 6349, 6353 ], [ 6353, 6371 ], [ 6372, 6410 ], [ 6411, 6445 ], [ 6445, 6478 ], [ 6479, 6492 ], [ 6493, 6497 ], [ 6497, 6527 ], [ 6527, 6530 ], [ 6531, 6567 ], [ 6567, 6573 ], [ 6574, 6607 ], [ 6608, 6621 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 12 ] }, "nda-16": { "choice": "Entailment", "spans": [ 26 ] }, "nda-15": { "choice": "Entailment", "spans": [ 23, 24 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 8 ] }, "nda-19": { "choice": "Entailment", "spans": [ 34 ] }, "nda-12": { "choice": "Entailment", "spans": [ 16, 20 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 26 ] }, "nda-3": { "choice": "Entailment", "spans": [ 8 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 16, 21 ] }, "nda-13": { "choice": "Entailment", "spans": [ 16, 19 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 11 ] } } } ], "document_type": "search-pdf", "url": "http://pcatechnology.com/wp-content/uploads/2011/11/Non-Disclosure-Agreement.pdf" }, { "id": 255, "file_name": "Non-Disclosure-Agreement_11.pdf", "text": "Companion Paws Non-Disclosure Agreement\nPurpose\nThe purpose of this policy is to ensure that those who work or volunteer their time in service to Companion Paws (Canada) - CPC, and The LifeLine Canada Foundation (TLC) agree to maintain in confidence anything they learn about the Companion Paws examinations, processes or procedures.\nPolicy\nAnnually the volunteers, evaluators and trainers of CPC shall sign the following agreement:\n In consideration for receiving certain confidential information in connection with providing services to or on behalf of CPC I, herein referred to as \u201cVolunteer, Trainer and/or Evaluator\u201d, hereby agree and acknowledge:\nConfidential and Proprietary Information\nFor purposes of this Agreement, \u201cConfidential Information\u201d means all information and materials, in whatever form, whether tangible or intangible, disclosed by Companion Paws or The LifeLine Canada Foundation or any of its authorized representatives to Volunteer or Evaluator, or to which Volunteer, Trainer or Evaluator otherwise gains access as a result of volunteering or working for Companion Paws or The LifeLine Canada Foundation, pertaining in any manner to the activities of Companion Paws and The LifeLine Canada Foundation or its affiliates, consultants, members, or any person or entity to which Companion Paws ad The LifeLine Canada Foundation owes a duty of confidentiality, whether or not labeled or identified as proprietary or confidential. All proprietary information of Companion Paws and The LifeLine Canada Foundation that is not known generally to the public is Confidential Information. Without limiting the generality of the foregoing, the following are deemed Confidential Information:\n\uf0b7 Ideas for research and development;\n\uf0b7 Information submitted in the investigation of complaints or involving ethics cases;\n\uf0b7 Computer records and software (including software that is proprietary to third parties);\n\uf0b7 Any other information which Companion Paws Canada and The LifeLine Canada Foundation must keep\nconfidential as a result of obligations to third parties;\n\uf0b7 Information regarding the administration of components of the certification programs;\n\uf0b7 Exam-related technologies and components;\n\uf0b7 Item content, characteristics, development or other aspects of the examinations and their development, maintenance and administration;\n\uf0b7 Identities of Certificants, candidates, customers, suppliers, or third party contractors, including without limitation any media, advertising, or public relations firms;\n\uf0b7 The Companion Paws and The LifeLine Canada Foundation e-mail distribution list(s);\n\uf0b7 Human resources data and information about employees, contractors and other volunteers;\n\uf0b7 Cost and other financial data;\n\uf0b7 Polling and focus group information;\n\uf0b7 Any goods or services Volunteer or Training and Home Provider provides to Companion Paws and The LifeLine Canada Foundation under this Agreement.\n\uf0b7 Any other information to which Volunteer or Evaluator has access while involved in the Companion Paws and The LifeLine Canada Foundation activities.\n\uf0b7 Pictures and Videos of Companion Paws dogs are only permitted without individuals unless the Companion Paws and The LifeLine Canada Foundation Waiver has been signed and initialed\nNon-Disclosure\n\uf0b7 Volunteer, Trainer or Evaluator agrees not to, without prior written consent from Companion Paws and The LifeLine Canada Foundation, divulge any Confidential Information to third parties or copy documents containing any Confidential Information. In no event, shall Volunteer, Trainer or Evaluator use Confidential Information in a manner that is in any way detrimental to Companion Paws and The LifeLine Canada Foundation.\n\uf0b7 Volunteer, Trainer or Evaluator agrees to maintain the confidentiality of all Confidential Information and not misuse, misappropriate, or disclose in writing, orally or by electronic means, any Confidential Information, directly or indirectly, to any other person or use them in any way, either during the term of this Agreement or at any other time thereafter, except as is required in the course of service to Companion Paws and The LifeLine Canada Foundation.\n\uf0b7 Volunteer, Trainer or Evaluator acknowledges and agrees that all Confidential Information and similar items whether maintained in hard copy, electronically or on-line relating to Companion Paws and The LifeLine Canada Foundation\u2019s business shall remain exclusively the property of Companion Paws and The LifeLine Canada Foundation and shall only be used by Volunteer, Trainer or Evaluator for the purpose(s) permitted by the Companion Paws and The LifeLine Canada Foundation.\n\uf0b7 Volunteer, Trainer or Evaluator further agrees that upon termination of service with Companion Paws and The LifeLine Canada Foundation, Volunteer, Trainer or Evaluator shall return within ten (10) business days all documents, files, electronic or otherwise, and property comprising Confidential Information of Companion Paws and The LifeLine Canada Foundation and all copies, electronic or otherwise, thereof relating in any way to Companion Paws and The LifeLine Canada Foundation\u2019s business, or in any way obtained during the course of service. Volunteer or Evaluator further agrees that no copies, electronic or otherwise, notes or abstracts of the foregoing shall be retained and that all information will be returned not destroyed.\nVolunteer, Trainer or Evaluator Conflict of Interest\n\uf0b7 Volunteer, Trainer or Evaluator shall avoid personal and professional conflicts of interest in all matters pertaining to the Companion Paws Certification program. Conflicting interests may include but are not limited to such areas as financial, personal relationships, and/or professional relationships.\n\uf0b7 If a situation arises where it is unclear as to whether a conflict of interest exists, Volunteer, Trainer or Evaluator shall discuss the issue with the Chief Executive Officer of The LifeLine Canada Foundation.\n\uf0b7 Depending on the type of volunteer work or employed work required from the individual, a Volunteer, Trainer or Evaluator may be asked to sign the Companion Paws and The LifeLine Canada Foundation Conflict of Interest Policy prior to commencing service with Companion Paws and The LifeLine Canada Foundation.\nVolunteer, Trainer or Evaluator Code of Conduct\nFrom the work and integrity of our organization and the services they provide, people will determine our reputation and ability to make an impact on the well-being of dogs and their handlers. The obligation of evaluators, trainers and volunteers to those we represent and serve will best be achieved through a common Code of Conduct to guide our professional practice. Therefore, compliance with this Code of Conduct is a requirement for all Companion Paws volunteers, trainers and evaluators.\n\uf0b7 Volunteer, Trainer or Evaluator shall act fairly and be impartial and unbiased in their service to the Companion Paws and The LifeLine Canada Foundation and to the population of Certificants and candidates.\n\uf0b7 Volunteer, Trainer or Evaluator shall conduct themselves in a professional manner during the conduct of certification business and shall treat all stakeholders with courtesy and respect. Volunteer, Trainer or Evaluator shall not speak or act on behalf of Companion Paws and The LifeLine Canada Foundation without proper written authorization from The LifeLine Canada Foundation.\n\uf0b7 Volunteer, Trainer or Evaluator shall support the decisions of Companion Paws and The LifeLine Canada Foundation.\n\uf0b7 Volunteer, Trainer or Evaluator shall participate in the activities required of them to fulfill their charge(s) and serve the mission Companion Paws and The LifeLine Canada Foundation.\n\uf0b7 Volunteer, Trainer or Evaluator shall be an advocate for the Companion Paws\u2019 certification programs and support its mission.\n\uf0b7 Volunteer, Trainer or Evaluator shall acknowledge that failure to uphold and abide by the Volunteer, Trainer or Evaluator Code of Conduct may result in removal from participation in the Companion Paws program and Volunteer, Trainer or Evaluator shall willingly accept their termination as discussed in the next section. Each individual Volunteer, Trainer and Evaluator shall:\n1. When representing the LifeLine Canada Foundation, do so with professionalism, honesty, trustworthiness and respect.\n2. Serve Companion Paws handlers or clients competently and proficiently with proper care, attention and encouragement.\n3. Use professional judgment on behalf of each client or handler without regard to personal interests or interests of other clients or the desire of another person(s).\n4. Be positive, calm and friendly at all times when communicating with The LifeLine Canada Foundation clients, handlers, trainers, evaluators, volunteers, assistants or anyone associated with The LifeLine Canada Foundation or our Companion Paws program. No yelling or aggression will ever be tolerated.\n5. Where it is considered of benefit to the handler and/or dog, all communications between professionals with regard to clients and handlers shall be responsible, respectful, and effective while remaining confidential.\n6. Co-operate with The LifeLine Canada Foundation and Companion Paws on any reported violation of our Code of Conduct.\n7. All training techniques must be delivered in a positive reinforcement style manner and without using any tools that could cause harm, pain, fear or discomfort to the dog.\nRemedies\n\uf0b7 Violation of this Agreement will be grounds for termination of service with Companion Paws and The LifeLine Canada Foundation. A Committee Chair plus any two members of the Executive Committee may elect to remove a volunteer or training and home provider at any time.\n\uf0b7 The provisions of this Agreement and Volunteer, Trainer and Evaluator obligations hereunder shall survive any expiration, termination, or rescission of this Agreement and remain even after Volunteer, Trainer or Evaluator relationship with Companion Paws and The LifeLine Canada Foundation ends. Except as provided herein, Volunteer, Trainer or Evaluator is prohibited from disclosing or using any confidential information in all circumstances, including but not limited to subsequent engagements or employment with third parties.\n\uf0b7 This Agreement shall be binding upon Volunteer, Trainer or Evaluator and Volunteer, Trainer or Evaluator personal representatives and successors in interest, and shall inure to the benefit of Companion Paws and The LifeLine Canada Foundation, its successors and assigns.\n\uf0b7 Volunteer, Trainer and Evaluator acknowledges that a violation of the terms of this Agreement may cause damage and harm to Companion Paws and The LifeLine Canada Foundation and that any such damage or harm will be difficult if not impossible to calculate in monetary terms and will be irreparable to Companion Paws and The LifeLine Canada Foundation. Volunteer, Trainer and Evaluator agrees that, upon notice from Companion Paws and The LifeLine Canada Foundation declaring a breach of this Agreement, Volunteer, Trainer or Evaluator shall immediately cease all further activities which are, or are claimed by Companion Paws and The LifeLine Canada Foundation to be, a breach of this Agreement. Companion Paws and The LifeLine Canada Foundation may also avail itself of any other remedies available by law.\n\uf0b7 If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.\n____________________________________________________________________________________\nVolunteer, Trainer or Evaluator Signature\n____________________________________________________________________________________\nVolunteer, Trainer or Evaluator\u2019s Name (Print)\n", "spans": [ [ 0, 30 ], [ 30, 39 ], [ 40, 47 ], [ 48, 333 ], [ 334, 340 ], [ 341, 432 ], [ 433, 434 ], [ 434, 652 ], [ 653, 693 ], [ 694, 1450 ], [ 1450, 1602 ], [ 1602, 1702 ], [ 1703, 1740 ], [ 1741, 1826 ], [ 1827, 1917 ], [ 1918, 2014 ], [ 2015, 2072 ], [ 2073, 2160 ], [ 2161, 2204 ], [ 2205, 2341 ], [ 2342, 2513 ], [ 2514, 2598 ], [ 2599, 2688 ], [ 2689, 2721 ], [ 2722, 2760 ], [ 2761, 2908 ], [ 2909, 3059 ], [ 3060, 3095 ], [ 3095, 3241 ], [ 3242, 3256 ], [ 3257, 3505 ], [ 3505, 3681 ], [ 3682, 4146 ], [ 4147, 4624 ], [ 4625, 5174 ], [ 5174, 5363 ], [ 5364, 5416 ], [ 5417, 5582 ], [ 5582, 5722 ], [ 5723, 5935 ], [ 5936, 6245 ], [ 6246, 6293 ], [ 6294, 6486 ], [ 6486, 6663 ], [ 6663, 6787 ], [ 6788, 6996 ], [ 6997, 7186 ], [ 7186, 7377 ], [ 7378, 7493 ], [ 7494, 7680 ], [ 7681, 7807 ], [ 7808, 8130 ], [ 8130, 8185 ], [ 8186, 8304 ], [ 8305, 8324 ], [ 8324, 8424 ], [ 8425, 8592 ], [ 8593, 8847 ], [ 8847, 8895 ], [ 8896, 9114 ], [ 9115, 9233 ], [ 9234, 9407 ], [ 9408, 9416 ], [ 9417, 9546 ], [ 9546, 9686 ], [ 9687, 9984 ], [ 9984, 10218 ], [ 10219, 10491 ], [ 10492, 10845 ], [ 10845, 11189 ], [ 11189, 11300 ], [ 11301, 11571 ], [ 11572, 11656 ], [ 11657, 11698 ], [ 11699, 11783 ], [ 11784, 11830 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 34 ] }, "nda-15": { "choice": "Entailment", "spans": [ 33 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 11, 13, 14, 17, 20, 21, 22, 23, 24 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 9 ] }, "nda-19": { "choice": "Entailment", "spans": [ 65 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 34, 35 ] }, "nda-3": { "choice": "Entailment", "spans": [ 9 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 30 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 30 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 32, 33, 66 ] } } } ], "document_type": "search-pdf", "url": "http://thelifelinecanada.ca/wp-content/uploads/2019/03/Non-Disclosure-Agreement.pdf" }, { "id": 256, "file_name": "Non-Disclosure-Agreement_12.pdf", "text": "Non Disclosure Agreement\nPurpose\nThe purpose of this policy is to ensure that those who volunteer their time in service to the Certification Council for Professional Dog Trainers agree to maintain in confidence anything they learn about the CCPDT\u2019s examinations, processes or procedures.\nPolicy\nAnnually the volunteers of the Certification Council for Professional Dog Trainers shall sign the following agreement:\nIn consideration for receiving certain confidential information in connection with providing services to or on behalf of the Certification Council for Professional Dog Trainers (CCPDT), I, herein referred to as \u201cVolunteer\u201d, hereby agree and acknowledge:\nConfidential and Proprietary Information\nFor purposes of this Agreement, \u201cConfidential Information\u201d means all information and materials, in whatever form, whether tangible or intangible, disclosed by the Certification Council for Professional Dog Trainers or any of its authorized representatives to Volunteer, or to which Volunteer otherwise gains access as a result of volunteering for the Certification Council for Professional Dog Trainers, pertaining in any manner to the activities of the Certification Council for Professional Dog Trainers or its affiliates, consultants, members, or any person or entity to which the Certification Council for Professional Dog Trainers owes a duty of confidentiality, whether or not labeled or identified as proprietary or confidential. All proprietary information of the Certification Council for Professional Dog Trainers that is not known generally to the public is Confidential Information. Without limiting the generality of the foregoing, the following are deemed Confidential Information:\n\uf0b7 Ideas for research and development;\n\uf0b7 Information submitted in the investigation of complaints or involving ethics cases;\n\uf0b7 Computer records and software (including software that is proprietary to third parties);\n\uf0b7 Any other information which the Certification Council for Professional Dog Trainers must keep confidential as a result of obligations to third parties;\n\uf0b7 Information regarding the administration of components of the certification programs;\n\uf0b7 Exam-related technologies and components;\n\uf0b7 Item content, characteristics, development or other aspects of the examinations and their development, maintenance and administration;\n\uf0b7 Identities of Certificants, candidates, customers, suppliers, or third party contractors, including without limitation any media, advertising, or public relations firms;\n\uf0b7 The Certification Council for Professional Dog Trainers\u2019 e-mail distribution list(s);\n\uf0b7 Human resources data and information about employees, contractors and other volunteers;\n\uf0b7 Cost and other financial data;\n\uf0b7 Polling and focus group information;\n\uf0b7 Any goods or services Volunteer provides to the Certification Council for Professional Dog Trainers under this Agreement.\n\uf0b7 Any other information to which Volunteer has access while involved in the Certification Council for Professional Dog Trainers\u2019 activities.\nNon-Disclosure\n\uf0b7 Volunteer agrees not to, without prior written consent from the Certification Council for Professional Dog Trainers, divulge any Confidential Information to third parties or copy documents containing any Confidential Information. In no event shall Volunteer use Confidential Information in a manner that is in any way detrimental to the Certification Council for Professional Dog Trainers.\n\uf0b7 Volunteer agrees to maintain the confidentiality of all Confidential Information and not misuse, misappropriate, or disclose in writing, orally or by electronic means, any Confidential Information, directly or indirectly, to any other person or use them in any way, either during the term of this Agreement or at any other time thereafter, except as is required in the course of service to the CCPDT.\n\uf0b7 Volunteer acknowledges and agrees that all Confidential Information and similar items whether maintained in hard copy, electronically or on-line relating to CCPDT\u2019s business shall remain exclusively the property of the Certification Council for Professional Dog Trainers and shall only be used by Volunteer for the purpose(s) permitted by the Certification Council for Professional Dog Trainers.\n\uf0b7 Volunteer further agrees that upon termination of service with CCPDT, Volunteer shall return within ten (10) business days all documents, files, electronic or otherwise, and property comprising Confidential Information of CCPDT and all copies, electronic or otherwise, thereof relating in any way to the Certification Council for Professional Dog Trainers\u2019 business, or in any way obtained during the course of service. Volunteer further agrees that no copies, electronic or otherwise, notes or abstracts of the foregoing shall be retained and that all information will be returned not destroyed.\nVolunteer Conflict of Interest\n\uf0b7 Volunteers shall avoid personal and professional conflicts of interest in all matters pertaining to the Certification program. Conflicting interests may include but are not limited to such areas as financial, personal relationships, and/or professional relationships.\n\uf0b7 If a situation arises where it is unclear as to whether a conflict of interest exists, Volunteer shall discuss the issue with the President of the Certification Council for Professional Dog Trainers (or the Vice President if the Volunteer is the President).\n\uf0b7 Depending on the type of volunteer work required from the individual, a volunteer may be asked to sign the CCPDT Conflict of Interest Policy prior to commencing service with the CCPDT.\nVolunteer Code of Conduct\n\uf0b7 Volunteers shall act fairly and be impartial and unbiased in their service to the Certification Council for Professional Dog Trainers and to the population of Certificants and candidates.\n\uf0b7 Volunteers shall conduct themselves in a professional manner during the conduct of certification business and shall treat all stakeholders with courtesy and respect. Volunteers shall not speak or act on behalf of the Certification Council for Professional Dog Trainers without proper written authorization from the CCPDT.\n\uf0b7 Volunteers shall support the decisions of the Certification Council for Professional Dog Trainers.\n\uf0b7 Volunteers shall participate in the activities required of them to fulfill their charge(s) and serve the mission of the Certification Council for Professional Dog Trainers.\n\uf0b7 Volunteers shall be an advocate for the CCPDT\u2019s certification programs and support its mission.\n\uf0b7 Volunteers shall acknowledge that failure to uphold and abide by the Volunteer Code of Conduct may result in removal from participation in the certification program and volunteers shall willingly accept their termination as discussed in the next section.\nRemedies\n\uf0b7 Violation of this Agreement will be grounds for termination of service with the Certification Council for Professional Dog Trainers. A Committee Chair plus any two members of the Executive Committee may elect to remove a volunteer at any time.\n\uf0b7 The provisions of this Agreement and Volunteer\u2019s obligations hereunder shall survive any expiration, termination, or rescission of this Agreement and remain even after Volunteer\u2019s relationship with the Certification Council for Professional Dog Trainers ends. Except as provided herein, Volunteer is prohibited from disclosing or using any confidential information in all circumstances, including but not limited to subsequent engagements or employment with third parties.\n\uf0b7 This Agreement shall be binding upon Volunteer and Volunteer\u2019s personal representatives and successors in interest, and shall inure to the benefit of the CCPDT, its successors and assigns.\n\uf0b7 Volunteer acknowledges that a violation of the terms of this Agreement may cause damage and harm to CCPDT and that any such damage or harm will be difficult if not impossible to calculate in monetary terms and will be irreparable to CCPDT. Volunteer agrees that, upon notice from CCPDT declaring a breach of this Agreement, Volunteer shall immediately cease all further activities which are, or are claimed by CCPDT to be, a breach of this Agreement. The Certification Council for Professional Dog Trainers may also avail itself of any other remedies available by law.\n\uf0b7 If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.\nBy: ____________________________________________________________________________________\nVolunteer Signature\n_______________________________________________________________________________________\nVolunteer\u2019s Name (Print)\n", "spans": [ [ 0, 24 ], [ 25, 32 ], [ 33, 287 ], [ 288, 294 ], [ 295, 413 ], [ 414, 667 ], [ 668, 708 ], [ 709, 1446 ], [ 1446, 1604 ], [ 1604, 1704 ], [ 1705, 1742 ], [ 1743, 1828 ], [ 1829, 1919 ], [ 1920, 2073 ], [ 2074, 2161 ], [ 2162, 2205 ], [ 2206, 2342 ], [ 2343, 2514 ], [ 2515, 2602 ], [ 2603, 2692 ], [ 2693, 2725 ], [ 2726, 2764 ], [ 2765, 2888 ], [ 2889, 3029 ], [ 3030, 3044 ], [ 3045, 3277 ], [ 3277, 3436 ], [ 3437, 3839 ], [ 3840, 4237 ], [ 4238, 4660 ], [ 4660, 4836 ], [ 4837, 4867 ], [ 4868, 4997 ], [ 4997, 5137 ], [ 5138, 5397 ], [ 5398, 5584 ], [ 5585, 5610 ], [ 5611, 5800 ], [ 5801, 5969 ], [ 5969, 6124 ], [ 6125, 6225 ], [ 6226, 6400 ], [ 6401, 6498 ], [ 6499, 6755 ], [ 6756, 6764 ], [ 6765, 6900 ], [ 6900, 7010 ], [ 7011, 7273 ], [ 7273, 7485 ], [ 7486, 7676 ], [ 7677, 7919 ], [ 7919, 8130 ], [ 8130, 8247 ], [ 8248, 8518 ], [ 8519, 8523 ], [ 8523, 8607 ], [ 8608, 8627 ], [ 8628, 8715 ], [ 8716, 8740 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 29 ] }, "nda-15": { "choice": "Entailment", "spans": [ 28 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 9, 11, 14, 15, 17, 18, 19, 20, 21, 22 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 47 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 30 ] }, "nda-3": { "choice": "Entailment", "spans": [ 7 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 25 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 25 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 25, 28 ] } } } ], "document_type": "search-pdf", "url": "http://www.ccpdt.org/wp-content/uploads/2015/01/Non-Disclosure-Agreement.pdf" }, { "id": 257, "file_name": "Non-Disclosure-Agreement_3.pdf", "text": "www.kissthismakeup.com \u2013 jennamarie@kissthismakeup.com\nNON DISCLOSURE AGREEMENT\nThis Non Disclosure Agreement (this \"Agreement\") is made effective as of ________________, (the \"Effective Date\"), by and between Jenna Marie Streitenfeld (the \"Owner\"), of Kiss This Makeup, LLC located at 2342 Vintage DR, Lighthouse Point, FL 33064, _____________________________________________________________ (the \"Recipient\"), of _________________, _________________, ________, _________________ (address of \"Recipient\").\nThe Owner is the President/CEO engaged in building professional relationships, maintaining a clientele, and providing beauty services in all multi media. The Recipient is a freelancer makeup artist or hair stylist providing their services for Kiss This Makeup, LLC. Information will be disclosed to the recipient in order to provide the best quality of service. The Owner has requested that the Recipient will protect the confidential material and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree as follows.\nI. CONFIDENTIAL INFORMATION. The term \"Confidential Information\" means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Recipient may obtain through any direct or indirect contact with the Owner.\nA. \"Confidential Information\" includes without limitation:\n- business records and plans\n- financial statements\n- customer lists and records\n- trade secrets\n- products\n- inventions\n- product design information\n- pricing structure\n- discounts\n- costs\n- computer programs and listings\n- copyrights and other intellectual property\nand other proprietary information.\nB. \"Confidential Information\" does not include:\n- matters of public knowledge that result from disclosure by the Owner;\n- information rightfully received by the Recipient from a third party without a duty of confidentiality;\n- information independently developed by the Recipient;\n- information disclosed by operation of law;\n- information disclosed by the Recipient with the prior written consent of the Owner; and any other information that both parties agree in writing is not confidential.\nII. PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Owner by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Owner which provides the Owner with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows:\nA. No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Owner.\nB. No Copying/Modifying. The Recipient will not copy or modify any Confidential Information without the prior written consent of the Owner.\nC. Unauthorized Use. The Recipient shall promptly advise the Owner if the Recipient becomes aware of any possible unauthorized disclosure or use of the Confidential Information.\nD. Application to Employees. The Recipient shall not disclose any Confidential Information to any employees of the Recipient, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non disclosure agreement substantially the same as this Agreement at the request of the Owner.\nIII. UNAUTHORIZED DISCLOSURE OF INFORMATION - INJUNCTION. If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Owner shall be entitled to an injunction to restrain the Recipient from disclosing the Confidential Information in whole or in part. The Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.\nIV. NON-CIRCUMVENTION. During the term of this Agreement and for 3 Years thereafter, Recipient will not attempt to do business with, or otherwise solicit any business contacts found or otherwise referred by Owner to Recipient for the purpose of circumventing, the result of which shall be to prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the Owner. If such circumvention shall occur the Owner shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction.\nV. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the Owner, the Recipient shall return to the Owner all written materials containing the Confidential Information. The Recipient shall also deliver to the Owner written statements signed by the Recipient certifying that all materials have been returned within five (5) days of receipt of the request.\nVI. RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.\nVII. NO WARRANTY. The Recipient acknowledges and agrees that the Confidential Information is provided on an \"AS IS\" basis. THE OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Owner does not represent or warrant that any product or business plans disclosed to the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.\nVIII. LIMITED LICENSE TO USE. The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Recipient acknowledges that, as between the Owner and the Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Owner, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement.\nIX. INDEMNITY. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorneys fees, costs and expenses resulting from the indemnifying party's material breach of any duty, representation, or warranty under this Agreement.\nX. ATTORNEY FEES. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees and costs.\nXI. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. The obligations of confidentiality shall survive indefinitely from the date of disclosure of the Proprietary Information. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Florida. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times after the effective date of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement\nIN WITNESS WHEREOF, this Non Disclosure Agreement by and between Jenna Marie Streitenfeld and __________________________ (the Recipient) has been executed and delivered in the manner prescribed by law as of the date first written above.\nOWNER:\nBy: _______________________________\nJenna Marie Streitenfeld, Kiss This Makeup LLC\nPresident/CEO\nAddress:\n2342 Vintage Dr, Lighthouse Point, FL 33064\nRECIPIENT:\n_____________________________\nBy: ________________________________\nA freelancer makeup artist and/or hair stylist providing their services for Kiss This Makeup, LLC.\nAddress:\n___________________________________\n", "spans": [ [ 0, 54 ], [ 55, 79 ], [ 80, 331 ], [ 331, 393 ], [ 393, 415 ], [ 415, 434 ], [ 434, 453 ], [ 453, 463 ], [ 463, 506 ], [ 507, 661 ], [ 661, 773 ], [ 773, 869 ], [ 869, 1027 ], [ 1027, 1067 ], [ 1068, 1097 ], [ 1097, 1393 ], [ 1394, 1452 ], [ 1453, 1481 ], [ 1482, 1504 ], [ 1505, 1533 ], [ 1534, 1549 ], [ 1550, 1560 ], [ 1561, 1573 ], [ 1574, 1602 ], [ 1603, 1622 ], [ 1623, 1634 ], [ 1635, 1642 ], [ 1643, 1675 ], [ 1676, 1720 ], [ 1721, 1755 ], [ 1756, 1803 ], [ 1804, 1875 ], [ 1876, 1980 ], [ 1981, 2036 ], [ 2037, 2081 ], [ 2082, 2249 ], [ 2250, 2294 ], [ 2294, 2684 ], [ 2684, 2799 ], [ 2800, 2818 ], [ 2818, 3007 ], [ 3008, 3033 ], [ 3033, 3147 ], [ 3148, 3169 ], [ 3169, 3325 ], [ 3326, 3355 ], [ 3355, 3625 ], [ 3625, 3802 ], [ 3803, 3861 ], [ 3861, 4134 ], [ 4134, 4257 ], [ 4258, 4281 ], [ 4281, 4680 ], [ 4680, 4824 ], [ 4825, 4864 ], [ 4864, 5006 ], [ 5006, 5191 ], [ 5192, 5221 ], [ 5221, 5416 ], [ 5416, 5489 ], [ 5490, 5508 ], [ 5508, 5613 ], [ 5613, 5828 ], [ 5828, 6034 ], [ 6034, 6193 ], [ 6193, 6335 ], [ 6336, 6366 ], [ 6366, 6504 ], [ 6504, 6905 ], [ 6906, 6921 ], [ 6921, 7342 ], [ 7343, 7361 ], [ 7361, 7514 ], [ 7515, 7519 ], [ 7519, 7539 ], [ 7539, 7632 ], [ 7632, 7754 ], [ 7754, 7816 ], [ 7816, 7890 ], [ 7890, 7946 ], [ 7946, 8059 ], [ 8059, 8203 ], [ 8203, 8454 ], [ 8455, 8576 ], [ 8576, 8691 ], [ 8692, 8698 ], [ 8699, 8703 ], [ 8703, 8734 ], [ 8735, 8781 ], [ 8782, 8795 ], [ 8796, 8804 ], [ 8805, 8810 ], [ 8810, 8848 ], [ 8849, 8859 ], [ 8860, 8889 ], [ 8890, 8894 ], [ 8894, 8926 ], [ 8927, 9025 ], [ 9026, 9034 ], [ 9035, 9070 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 67, 68 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 16, 17, 18, 19, 20, 21, 24, 25, 26, 28 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 76, 81 ] }, "nda-12": { "choice": "Entailment", "spans": [ 30, 33 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 40 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 42 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 30, 32 ] }, "nda-5": { "choice": "Entailment", "spans": [ 46 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "https://kissthismakeup.com/wp-content/uploads/2017/03/Non-Disclosure-Agreement.pdf" }, { "id": 258, "file_name": "Non-Disclosure-Agreement_4.pdf", "text": "Mutual Non-Disclosure Agreement\nTHIS MUTUAL NON-DISCLOSURE AGREEMENT (this \u201cAgreement\u201d) is effective as of the _____ day of ________________,20____(hereinafter, \"Effective Date\"), by and between __________________________, a ___________________(insert state where business is officially organized)___________________(insert entity type, [corporation, LLC, etc]) having its principal place of business in ____________________ (hereinafter, \"Supplier\"), and Quest Aircraft Company, an Idaho corporation having its principal place of business in Sandpoint, Idaho, U.S.A. (hereinafter \"Quest\"), either or both of which may hereinafter be referred to as \"Party\" or \"Parties,\" respectively.\nWHEREAS, Quest is currently engaged in the development, manufacture, sale and support of general aviation aircraft and the design of certain components or Goods associated with such aircraft, commonly known as Build-to-Print Goods;\nWHEREAS, Supplier is engaged in the manufacture, sale and support of Build-to-Print Goods as identified herein (hereinafter, \"Goods\"); and\nWHEREAS, Quest and Supplier are, or will be, parties to that certain Quest Aircraft Company Agreement for Purchase of Quest Designed Goods or for Purchase of Supplier Designed Goods dated as of _________, 20___, (the \u201cSupplier Agreement\u201d) whereby Supplier agrees to manufacture, test, qualify, support and sell Goods identified in the Supplier Agreement to Quest in compliance with the technical, commercial and administrative requirements set forth in the Supplier Agreement and the requirements of the Federal Aviation Administration (the \u201cFAA\u201d);\nWHEREAS, the Parties may find it necessary to provide each other certain Confidential Information (as hereinafter defined) in connection with: (i) negotiating the Supplier Agreement or otherwise exploring the possibility of a business relationship between the Parties; (ii) furthering the intent or purposes of any currently existing or future business relationship between the Parties; and (iii) furthering the intent or purposes of the Supplier Agreement and any other existing or future written agreement between the Parties (collectively, the \u201cBusiness Purpose\u201d).\nNOW THEREFORE, for and in consideration of the above recital and the mutual promises, covenants and agreements set forth herein, the Parties hereby agree as follows:\n1. Purpose. Subject to the terms and conditions of this Agreement, the Parties may each find it necessary to provide to each other certain Confidential Information (as such term is defined herein) in connection with the Business Purpose. As a condition to either Party furnishing such Confidential Information, the Parties hereby agree to treat such Confidential Information provided to the other Party (the \u201cReceiving Party\u201d or \u201cRecipient\u201d) by or on behalf of the other Party (the \u201cDisclosing Party\u201d) in accordance with the terms of this Agreement and to take or abstain from taking certain other actions herein set forth. For the purposes of this Agreement, the terms \u201cDisclosing Party\u201d and \u201cRecipient\u201d or \u201cReceiving Party\u201d shall include each Party\u2019s affiliates and subsidiaries that disclose or receive Confidential Information. The rights and obligations of the Parties shall therefore also inure to such affiliates and subsidiaries and may be directly enforced by or against such affiliates or subsidiaries. As to each party hereto, the term \"Representatives\" shall mean such party's directors (if a corporation), managers (if an LLC), and selected officers, employees, agents, representatives, and advisors (including attorneys and accountants).\n2. Use of Confidential Information. Each Party hereby agrees that any Confidential Information received by it will be used solely for the Business Purpose, and that such information will be kept confidential by such Party; provided, however, that such Confidential Information may be disclosed to the Representatives of the Receiving Party on a need to know basis to the extent necessary to further the Business Purpose (it being understood that such Representatives shall be informed by the Receiving Party of the confidential nature of such information and shall be directed to treat such information confidentially and that the Receiving Party shall take all reasonable measures to restrain Date: Dec. 2015\nits Representatives from the unauthorized use or disclosure of the Disclosing Party's Confidential Information). In addition, each Party, as a Receiving Party, shall:\na) not directly or indirectly cause, permit or enable the disclosure, publication, transfer, misappropriation or revealing to any person or entity not specifically permitted hereunder, of any of the Disclosing Party\u2019s Confidential Information without the clear and express prior written consent of a duly authorized officer of the Disclosing Party;\nb.) take such precautions, contractual or otherwise, as shall be required to keep the Disclosing Party\u2019s Confidential Information strictly secret and confidential and will be responsible to the Disclosing Party for (i) its Representatives\u2019 use and disclosure of the Confidential Information; and (ii) any third party\u2019s use and disclosure of the Confidential Information that the Receiving Party provides to such third party in accordance with this Agreement.\nc.) protect the Confidential Information disclosed to such Party by the other Disclosing Party with the higher of the standard of care which such party uses to protect its own proprietary information or the standard of care which a prudent business person would exercise to protect valuable proprietary information, and\n3. Export Control Status. Each Party specifically acknowledges that use or disclosure of the Confidential Information may be subject to U.S. Government\u2019s export laws and regulations, included but not limited to, the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR) and warrants that such Party shall make no use or disclosure of the Confidential Information contrary to such laws or other applicable laws. Any Confidential Information disclosed, by either Party, will be marked with its control status under the regulations. In the case of information disclosed verbally the control status will be given prior to discussions and the subsequent memo will be marked with that status. The Receiving Party certifies that no portion of the Confidential Information will be exported or transferred, whether directly or indirectly, without first complying strictly and fully with all export controls that may be imposed on such information by the United States government or any country or organization or nations within whose jurisdiction the Receiving Party operates or does business. The Receiving Party shall indemnify and hold the Disclosing Party harmless against all claims, demands, damages, costs, fines, penalties, attorneys\u2019 fees, and all other expenses arising from failure of the Receiving Party to comply with this Section 3 or applicable export control laws and regulations.\n4. Ownership. Each Party hereby agrees that a Disclosing Party\u2019s Confidential Information, and all copies and manifestations of the same, or in any way incorporating or reflecting same, including but not limited to all notes, data, reference materials, sketches, drawings, memoranda, documentation, computer files and disks incorporating or reflecting any of the Disclosing Party\u2019s Confidential Information, are, and shall remain at all times, the exclusive property of the Disclosing Party and that no right, license title license or interest in the Disclosing Party\u2019s Confidential Information is granted by this Agreement or by any disclosure of the Confidential Information.\n5. Return. Within ten (10) calendar days of written request by the Disclosing Party, the Receiving Party shall return to the Disclosing Party, or at the Disclosing Party's option, shall destroy, any physical and written records containing such Confidential Information, whether such physical and written records were supplied or made available by the Disclosing Party or were prepared by the Recipient or its Representatives from information supplied or made available by the Disclosing Party. In such event, the Recipient shall certify in writing to the Disclosing Party that such physical or written materials have been returned or destroyed.\n6. Continuing Obligation. The confidentiality obligations under this Agreement shall remain in effect for the longer of (i) five (5) years after the termination of this Agreement, or (ii) five (5) years after the expiration or termination of the Business Purpose. Notwithstanding the foregoing, with respect to Confidential Information that constitutes a Trade Secret, the confidentiality obligations under this Agreement shall survive as long as the information disclosed continues to constitute a Trade Secret under applicable law.\n7. Definitions. For the purposes of this Agreement, the term \u201cConfidential Information\u201d shall mean any information furnished to the Receiving Party or its Representatives, whether oral, written or visual, and regardless of the manner in which it is furnished, by or on behalf of the Disclosing Party or its Representative, and shall include, without limitation:\na) information constituting a \"Trade Secret\", as defined in Idaho Code, Title 48, Chapter 8; Idaho Trade Secrets Act, as amended from time to time, and will include technical or non-technical data, a formal, a pattern, a compilation, a program, a software program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, non-public forecasts, studies, projections, analyses, all customer data of any kind, or a list of actual or potential customers or suppliers, business and contractual relationships, or any information similar to the foregoing which (i) derives economic value, actual or potential, from not being generally known and not readily ascertainable by proper means to other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Trade Secrets will include any information meeting the foregoing criteria which belongs to third parties and which the Disclosing Party under this Agreement is obligated to hold in confidence;\nb) the non-public financial statements of a party;\nc) any confidential and proprietary information which the Disclosing Party obtains from another person or entity under an obligation of confidence and which the Disclosing Party treats as proprietary; and\nd) any valuable, secret business information, other than Trade Secrets, including but not limited to all specifications, drawings, sketches, models, samples, reports, plans, forecasts, and all other technical, financial or business data that is designated or identified as confidential at the time of disclosure or by its nature is clearly recognizable as confidential information to a reasonably prudent person with knowledge of the Disclosing Party\u2019s business and industry\nAll information or material that is disclosed by a Disclosing Party to a Receiving Party before, on or after the date hereof shall only be protected as Confidential Information of the Disclosing Party: (i) if in writing other tangible form, such information is marked as \u201cconfidential\u201d or \u201cproprietary; (ii) if oral or in other intangible form, such information or material is identified to the Receiving Party in writing as confidential or proprietary within sixty (60) days of the date of such disclosure; or (iii) if due to the character or nature of such information or material, a reasonable person receiving such information or material under like circumstances would believe that Disclosing Party considered such information or material proprietary or confidential.\n8. Exceptions. The confidentiality obligations under this Agreement shall not apply to, and the term \"Confidential Information\" shall specifically not include:\na) information which was, or at any time becomes, available in the public domain through no wrongful act of the Recipient or Recipient's Representatives;\nb) information which is already in the Receiving Party\u2019s lawful possession (as shown by written records) prior to the first disclosure of such information to the Recipient by the Disclosing Party or its Representatives, provided such information is not subject to another confidentiality agreement with or other obligation of secrecy to the Disclosing Party or another party;\nc) information which is documented by the Recipient as having been developed independently by it without use, directly or indirectly, of the information received from such Disclosing Party or its Representatives; and\nd) information which is documented by the Recipient as having been lawfully acquired by the Recipient from a source other than the Disclosing Party or its Representatives provided that such source is not bound by a confidentiality agreement with or other obligation of secrecy to the Disclosing Party or another party.\n With regard to clause (a) above, the fact that certain information is in the public domain shall not affect the status of other information, which is not in the public domain, as Confidential Information hereunder, nor shall it cause such other information to be deemed to be in the public domain merely because such public domain information is embodied therein.\n9. Equitable Remedy. The Parties acknowledge and agree that: (i) the covenants in this Agreement are reasonable under the circumstances and are necessary to protect the Parties and the property of such Parties; and (ii) the breach by one Party of any of the provisions of this Agreement would cause serious and irreparable harm to the other Party that could not be adequately remedied by monetary damages alone. Each Party, therefore, consents to an order specifically enforcing the provisions of this Agreement or an order being issued against such Party enjoining or restraining it from any breach of the provisions of this Agreement, and agrees that such orders may be issued against such Party without the necessity of an undertaking as to damages or posting of bond by the Party seeking such orders. The Provisions of this Section 9 shall not derogate from any other remedy available at law or in equity that one Party may be entitled in the event of breach hereunder by the other Party.\n10. Requests for Disclosure. Notwithstanding anything in this Agreement to the contrary, the confidentiality obligations imposed on each Party hereunder shall not apply to Confidential Information to the extent that disclosure of such information is required under applicable law, regulation or legal process; provided however, that, in the event the Receiving Party or any of its Representatives are required by applicable law, regulation or legal process to disclose any Confidential Information, prior to making such disclosure, the Receiving Party or its Representatives, as applicable shall notify the Disclosing Party in writing of such required disclosure as promptly as possible so that the Disclosing Party may seek a protective order or other appropriate remedy or, in its sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained before disclosure is required or the Disclosing Party waives compliance with the terms of this Agreement, the Receiving Party or its Representative, as applicable, shall furnish only that portion of the Confidential Information which is advised by counsel to be legally required and will request that the applicable legal authority hold the Confidential Information in confidence. Further, in such case, the Disclosing Party shall be given an opportunity to review the Disclosing Party's Confidential Information to be disclosed by the Recipient prior to its disclosure.\n11. No Representation. Each Party understands and acknowledges that no representation or warranty of any kind, whether express or implied, is made as to the accuracy or completeness of the Confidential Information provided by either Party, and neither the Disclosing Party nor any of its affiliates, Representatives, directors, officers, equity owners, managers, employees or agents shall have any liability to the Recipient or to any other person or entity resulting from use of the Disclosing Party's Confidential Information.\n12. No Commitment. Nothing contained herein shall be construed as committing the Parties hereto to enter into any business relationship between the Parties.\n13. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements, arrangements, and understandings with respect thereto. No representation, promise, inducement, statement or intention has been made by any party hereto that is not embodied herein, and no party shall be bound by or liable for any alleged representation, promise, inducement, or statement not so set forth herein.\n14. Modification. Except as permitted in Section 21 below (unilaterally changing its address), this Agreement may be modified, amended, superseded, or cancelled only by a written instrument signed by each of the Parties hereto, and any of the terms, covenants, representations, warranties or conditions hereof may be waived only by a written instrument executed by the party to be bound by any such waiver.\n15. Severability. If any provision of this Agreement is or becomes prohibited or unenforceable in any jurisdiction, such prohibition or unenforceability shall not invalidate the remaining provisions thereof or affect the validity or enforceability of such provisions in any other jurisdiction.\n16. Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, determined without regard to conflicts of law principles. Each Party expressly submits to the jurisdiction of the United States District Court in Coeur D\u2019Alene, Idaho, or alternatively, to the jurisdiction of the First Judicial District Court of Kootenai County, Idaho.\n17. Independent Advice from Counsel. Each of the Parties has received independent legal advice from legal counsel of their choice with respect to the advisability of entering into this Agreement and its terms or has knowingly and voluntarily waived its right to do so. The terms of this Agreement are the result of mutual negotiations between the parties, and the provisions of this Agreement shall be interpreted and construed in accordance with their fair meanings, and not strictly for or against either party, regardless of which Party may have drafted this Agreement.\n18. Waiver. Any failure at any time of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or prejudice the right of such Party to enforce such provision at any subsequent time.\n19. Attorneys' Fees and Costs. In the event of any dispute with respect to the subject matter of this Agreement, the prevailing party shall recover, in addition to any other damages assessed, its reasonable attorneys' fees and costs incurred in litigating, arbitrating, or otherwise settling or resolving such dispute.\n20. Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning and interpretation of this Agreement.\n21. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to be duly given or made when delivered personally or transmitted electronically by e-mail or facsimile, with receipt acknowledged, or in the case of documented overnight delivery service or certified or registered mail, return receipt requested, on the date shown on the receipt therefore, to the Parties at the addresses listed beneath such Party's signature to this Agreement, or at such other address as may be provided to the other Party in writing in accordance with the provisions of this Section 22.\n22. Successors and Assigns. This Agreement and its rights and obligations shall not be assignable without the prior written consent of the other party hereto, and any attempted assignment without such consent shall be void; provided, however, that such consent shall not be required in the case of an assignment to a successor to the business and assets of the assignor, which successor agrees to be bound to the terms of this Agreement and the obligations of the assignor under this Agreement. Subject to the preceding sentence, the provisions of this Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns. An assigning party shall continue to be bound to all of its obligations under this Agreement.\n23. Counterparts. This Agreement, and any amendment thereof, may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.\nQUEST AIRCRAFT COMPANY, LLC THE COMPANY\nSignature: ______________________________ Signature: ______________________________\nTitle: __________________________________ Title: __________________________________\nPrint Name: Print Name:\nAddress: _______________________________ Address: _______________________________\nCity, State Zip: __________________________ City, State Zip: __________________________\nPhone: _________________________________ Phone: _________________________________\nFax: ___________________________________ Fax: ___________________________________\nEmail: _________________________________ Email: _________________________________\n", "spans": [ [ 0, 22 ], [ 22, 31 ], [ 32, 124 ], [ 124, 195 ], [ 195, 223 ], [ 223, 404 ], [ 404, 684 ], [ 685, 916 ], [ 917, 1055 ], [ 1056, 1604 ], [ 1605, 1748 ], [ 1748, 1874 ], [ 1874, 1996 ], [ 1996, 2172 ], [ 2173, 2338 ], [ 2339, 2351 ], [ 2351, 2577 ], [ 2577, 2963 ], [ 2963, 3171 ], [ 3171, 3352 ], [ 3352, 3590 ], [ 3591, 3627 ], [ 3627, 4300 ], [ 4301, 4414 ], [ 4414, 4467 ], [ 4468, 4816 ], [ 4817, 5032 ], [ 5032, 5113 ], [ 5113, 5275 ], [ 5276, 5595 ], [ 5596, 5622 ], [ 5622, 6050 ], [ 6050, 6169 ], [ 6169, 6326 ], [ 6326, 6724 ], [ 6724, 7026 ], [ 7027, 7041 ], [ 7041, 7704 ], [ 7705, 7716 ], [ 7716, 8199 ], [ 8199, 8349 ], [ 8350, 8376 ], [ 8376, 8470 ], [ 8470, 8533 ], [ 8533, 8614 ], [ 8614, 8883 ], [ 8884, 8900 ], [ 8900, 9245 ], [ 9246, 9846 ], [ 9846, 10051 ], [ 10051, 10151 ], [ 10151, 10343 ], [ 10344, 10394 ], [ 10395, 10599 ], [ 10600, 11074 ], [ 11075, 11277 ], [ 11277, 11378 ], [ 11378, 11586 ], [ 11586, 11847 ], [ 11848, 11863 ], [ 11863, 12007 ], [ 12008, 12161 ], [ 12162, 12537 ], [ 12538, 12754 ], [ 12755, 13073 ], [ 13074, 13075 ], [ 13075, 13097 ], [ 13097, 13438 ], [ 13439, 13460 ], [ 13460, 13500 ], [ 13500, 13654 ], [ 13654, 13851 ], [ 13851, 14244 ], [ 14244, 14431 ], [ 14432, 14461 ], [ 14461, 15283 ], [ 15283, 15735 ], [ 15735, 15924 ], [ 15925, 15948 ], [ 15948, 16453 ], [ 16454, 16473 ], [ 16473, 16610 ], [ 16611, 16633 ], [ 16633, 16871 ], [ 16871, 17128 ], [ 17129, 17147 ], [ 17147, 17535 ], [ 17536, 17554 ], [ 17554, 17829 ], [ 17830, 17855 ], [ 17855, 18014 ], [ 18014, 18225 ], [ 18226, 18263 ], [ 18263, 18495 ], [ 18495, 18798 ], [ 18799, 18811 ], [ 18811, 19028 ], [ 19029, 19060 ], [ 19060, 19347 ], [ 19348, 19362 ], [ 19362, 19534 ], [ 19535, 19548 ], [ 19548, 20161 ], [ 20162, 20190 ], [ 20190, 20657 ], [ 20657, 20845 ], [ 20845, 20938 ], [ 20939, 20957 ], [ 20957, 21156 ], [ 21157, 21263 ], [ 21264, 21303 ], [ 21304, 21315 ], [ 21315, 21346 ], [ 21346, 21357 ], [ 21357, 21387 ], [ 21388, 21395 ], [ 21395, 21430 ], [ 21430, 21437 ], [ 21437, 21471 ], [ 21472, 21495 ], [ 21496, 21505 ], [ 21505, 21537 ], [ 21537, 21546 ], [ 21546, 21577 ], [ 21578, 21595 ], [ 21595, 21622 ], [ 21622, 21639 ], [ 21639, 21665 ], [ 21666, 21673 ], [ 21673, 21707 ], [ 21707, 21714 ], [ 21714, 21747 ], [ 21748, 21753 ], [ 21753, 21789 ], [ 21789, 21794 ], [ 21794, 21829 ], [ 21830, 21837 ], [ 21837, 21871 ], [ 21871, 21878 ], [ 21878, 21911 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 37 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 47, 48, 49, 50, 52, 54 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 47, 54, 55, 56, 57, 58 ] }, "nda-19": { "choice": "Entailment", "spans": [ 42, 43, 44, 45 ] }, "nda-12": { "choice": "Entailment", "spans": [ 60, 63 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 39 ] }, "nda-3": { "choice": "Entailment", "spans": [ 32, 33, 47, 55, 56, 57, 58 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 20, 22, 23 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 75 ] }, "nda-13": { "choice": "Entailment", "spans": [ 60, 64 ] }, "nda-5": { "choice": "Entailment", "spans": [ 20, 22, 23 ] }, "nda-4": { "choice": "Entailment", "spans": [ 22 ] } } } ], "document_type": "search-pdf", "url": "https://kodiak.aero/wp-content/uploads/2017/07/Non-Disclosure-Agreement.pdf" }, { "id": 259, "file_name": "Non-Disclosure-Agreement_6.pdf", "text": "Mutual Non-Disclosure Agreement\nTHIS AGREEMENT, made and entered into as of the last date written below, by and between ____________________________________________ and Carter Logistics, LLC.\nWHEREAS, it may be necessary for the transmission of information proprietary to one of the parties to the other party during cooperation between parties; and\nWHEREAS, the parties desire to protect said transmitted proprietary information while ensuring the free flow of information between the parties necessary for said cooperative effort:\nNOW, THEREFORE, it is mutually agreed as follows:\n1. Proprietary information is any information transmitted from one party to the other with the exceptions:\na. Information that is already known to the party receiving the information at the time the information is transmitted, or becomes known by the receiving party independently of the transmitting party through no wrongful act of said receiving party.\nb. Information that is explicitly approved for release by the party transmitting the information.\nc. Information disclosed in a product marketed by the party transmitting the information.\nd. Information that is known or available to the general public or becomes known or available to the general public through no wrongful act on the part of the receiving party.\n2. The parties agree not to use the proprietary information to the detriment of the transmitting party. The parties also agree to maintain any such proprietary information received from the other party in confidence and agree not to disclose any such information to persons not having a need to know the information consistent with the purpose of this agreement until information is publicly disclosed by the party transmitting the information.\n3. All materials transmitted from one party to the other and containing proprietary information shall remain the property of the transferor and shall be returned upon request, and receipt of such materials agrees not to reproduce said materials without written consent of the transferor of the materials.\n4. Nothing herein shall be construed as granting one party a license under any patents, copyrights, or trademarks owned or controlled by the other party.\n5. The parties agree to inform all personnel receiving the proprietary information of the terms of this agreement.\nCarter Logistics, LLC. Carrier_____________________________\nSignature________________________________ Signature___________________________\nPrinted Name____________________________ _ Printed Name________________________\nTitle____________________________________ Title_______________________________\nDate____________________________________ Date_______________________________\n", "spans": [ [ 0, 22 ], [ 22, 31 ], [ 32, 120 ], [ 120, 191 ], [ 192, 349 ], [ 350, 532 ], [ 533, 582 ], [ 583, 689 ], [ 690, 938 ], [ 939, 1036 ], [ 1037, 1126 ], [ 1127, 1302 ], [ 1303, 1407 ], [ 1407, 1747 ], [ 1748, 2052 ], [ 2053, 2206 ], [ 2207, 2321 ], [ 2322, 2345 ], [ 2345, 2381 ], [ 2382, 2424 ], [ 2424, 2460 ], [ 2461, 2469 ], [ 2469, 2502 ], [ 2502, 2540 ], [ 2541, 2583 ], [ 2583, 2619 ], [ 2620, 2661 ], [ 2661, 2696 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 14, 15 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "Contradiction", "spans": [ 14 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 7, 8 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "https://carter-logistics.com/wp-content/uploads/Non-Disclosure-Agreement.pdf" }, { "id": 260, "file_name": "Non-Disclosure-Agreement_ALL_englisch.pdf", "text": "Non-Disclosure Agreement\nbetween\nall affiliated companies of\nBomatec Holding AG\nHofstrasse 1\nCH-8181 H\u00f6ri\n- as per attachment, hereinafter referred to as \u2018Bomatec\u2019 -\nand\nxxxxxxxxxxxx\nxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx\nxxxxxx xxxxxxxx\nxxxxxxxxxx\nincluding businesses and persons\nconnected with this company\n- hereinafter referred to as the \u2018Business Partner\u2019 -\nPreamble\nThe contractual partners intend to work together on the above-mentioned project or assignment.\nIn this regard, Bomatec shall provide the Business Partner with confidential information that should be protected against unauthorized viewing and vice versa. To guarantee confidentiality on both sides, the contractual partners hereby agree as follows:\n1. Duty of confidentiality\nThe contractual partners undertake to treat confidentially any information they obtain, to use it only for the intended purpose of the particular assignment or project and not to make it directly or indirectly accessible to third parties. Furthermore, they undertake to place a duty of confidentiality on their employees and any sub-contractors that correspond to the one contained in this Agreement.\nThe duty of confidentiality does not apply to information\n- that the receiving contractual partner was already in possession of when the information was passed on,\n- that was published when or after it was disclosed without being in breach of this Non-Disclosure Agreement,\n- that a contractual partner received legally from a third party where there was no duty of confidentiality,\n- that a contractual partner develops independently of the confidential information after this Agreement has come into force,\n- that a contractual partner has released as a result of a written agreement with the other contractual partner.\n2. Definition of information under this Agreement\nInformation under this Agreement is defined as any data or knowledge from Bomatec or the Business Partner that Bomatec has made or will make available to the Business Partner, or vice versa, in verbal, written or electronic form or in the form of one or several objects, irrespective of whether such data and knowledge was designated as confidential or secret.\nBomatec retains all rights to its data, information and objects.\n3. Restriction on access and dissemination\nThe contractual partners shall restrict the distribution of and access to information they exchange to those persons who need the information to reasonably carry out the planned activity. They shall ensure that access to this information, including information in electronic form in particular, is adequately protected.\nThe contractual partners may only disseminate copies of information, data and data storage media to sub-contractors with the prior approval of an authorized signatory of the other contractual partner.\n4. Destruction of documents and saved information\nUpon completion of an assignment or project, the contractual partners undertake to destroy immediately any information or objects given to them that they or any sub-contractors may have, unless such information and property are required for any outstanding or future follow-up activities under the mutual business partnership. The destruction of information in electronic form also applies to e-mails, data storage media such as USB sticks, local hard disks, servers and back-up copies.\n5. Returning of documents and/or objects\nIf specifically requested by Bomatec, the Business Partner must return to Bomatec any documents or objects it was given during the collaboration and vice versa.\n6. Duration of the Agreement\nThis agreement shall take effect as soon as it has been signed by both parties and shall be valid for the duration of the collaboration or until this agreement is replaced by another agreement. The obligation to confidentiality shall apply for a period of two years beyond the end of the collaboration.\n7. Restriction on using Bomatec as reference\nThe Business Partner and any sub-contractors may only mention to third parties the Bomatec company name (including illustrated material in connection with Bomatec) as well as activities carried out during the collaboration with Bomatec after the prior written approval of Bomatec\u2019s Executive Board.\nThis also applies to publications in information journals, company presentations, entries in Internet documents, etc.\nApproval only applies to the current assignment or project and should be sought from Bomatec by the Business Partner on every occasion that collaboration is repeated.\n8. Costs\nEach party shall bear any costs that it generates or incurs in relation to the conclusion and execution of this Agreement.\n9. Written form\nChanges or additions to this Agreement (including the waiver of this provision) must be made in writing.\n10. Severability clause, applicable law and jurisdiction\nIn the event that one or more of the clauses of this Agreement should prove to be ineffective or should this Agreement contain a disparity, the legal effectiveness of the other provisions shall not thereby be affected. A valid provision that comes closest to the intended purpose of the ineffective provision shall be agreed to replace it.\nThis Non-Disclosure Agreement shall be governed by Swiss substantive law. Z\u00fcrich, canton of Z\u00fcrich, Switzerland shall be the place of jurisdiction.\n11. Signatures\nxxxxxxxxxxx Bomatec AG\nxxxxxxx, H\u00f6ri, 8rd May 2017\n............................................ ........................... \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nFirst name, Name Christoph Bolliger Martin Hauri\n CEO Head of Quality Dept.\nAttachment\nListing of affiliated companies of Bomatec Holding AG:\nBomatec AG\nHofstrasse 1\nCH-8181 H\u00f6ri\nSwitzerland\nBomatec Automotive AG\nHofstrasse 1\nCH-8181 H\u00f6ri\nSwitzerland\nBomatec International Corp.\n400, Finchdene Sq., Unit 6\nCA-Toronto, M1X1E2 Ontario\nCanada\nBomatec (Ningbo) Trading Co. Ltd.\nNo. 38 Weisan Rd\nCN-315801 Xiaogang Ningbo\nChina\nBomatec (Malaysia) Sdn. Bhd.\nLot 18, Jln. Sultan Hishamuddin 1\nKaw. Perusahaan Selat Klang Utara\nMY-42000 Pel. Klang, Selangor\nMalaysia\n", "spans": [ [ 0, 15 ], [ 15, 24 ], [ 25, 32 ], [ 33, 60 ], [ 61, 79 ], [ 80, 92 ], [ 93, 105 ], [ 106, 165 ], [ 166, 169 ], [ 170, 182 ], [ 183, 213 ], [ 214, 229 ], [ 230, 240 ], [ 241, 273 ], [ 274, 301 ], [ 302, 354 ], [ 354, 355 ], [ 356, 364 ], [ 365, 459 ], [ 460, 619 ], [ 619, 712 ], [ 713, 739 ], [ 740, 979 ], [ 979, 1140 ], [ 1141, 1198 ], [ 1199, 1304 ], [ 1305, 1414 ], [ 1415, 1523 ], [ 1524, 1649 ], [ 1650, 1762 ], [ 1763, 1812 ], [ 1813, 2173 ], [ 2174, 2238 ], [ 2239, 2281 ], [ 2282, 2470 ], [ 2470, 2601 ], [ 2602, 2802 ], [ 2803, 2852 ], [ 2853, 3180 ], [ 3180, 3339 ], [ 3340, 3380 ], [ 3381, 3541 ], [ 3542, 3570 ], [ 3571, 3765 ], [ 3765, 3873 ], [ 3874, 3918 ], [ 3919, 4217 ], [ 4218, 4335 ], [ 4336, 4502 ], [ 4503, 4511 ], [ 4512, 4634 ], [ 4635, 4650 ], [ 4651, 4755 ], [ 4756, 4812 ], [ 4813, 5032 ], [ 5032, 5152 ], [ 5153, 5173 ], [ 5173, 5227 ], [ 5227, 5300 ], [ 5301, 5315 ], [ 5316, 5338 ], [ 5339, 5366 ], [ 5367, 5412 ], [ 5412, 5449 ], [ 5450, 5477 ], [ 5477, 5498 ], [ 5499, 5500 ], [ 5500, 5504 ], [ 5504, 5525 ], [ 5526, 5536 ], [ 5537, 5591 ], [ 5592, 5602 ], [ 5603, 5615 ], [ 5616, 5628 ], [ 5629, 5640 ], [ 5641, 5662 ], [ 5663, 5675 ], [ 5676, 5688 ], [ 5689, 5700 ], [ 5701, 5723 ], [ 5723, 5728 ], [ 5729, 5755 ], [ 5756, 5782 ], [ 5783, 5789 ], [ 5790, 5823 ], [ 5824, 5840 ], [ 5841, 5851 ], [ 5851, 5866 ], [ 5867, 5872 ], [ 5873, 5901 ], [ 5902, 5935 ], [ 5936, 5969 ], [ 5970, 5984 ], [ 5984, 5999 ], [ 6000, 6008 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 38 ] }, "nda-15": { "choice": "Entailment", "spans": [ 32 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Contradiction", "spans": [ 31 ] }, "nda-19": { "choice": "Entailment", "spans": [ 44 ] }, "nda-12": { "choice": "Entailment", "spans": [ 24, 28 ] }, "nda-20": { "choice": "Entailment", "spans": [ 38 ] }, "nda-3": { "choice": "Entailment", "spans": [ 31 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 34, 36 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 24, 27 ] }, "nda-5": { "choice": "Entailment", "spans": [ 34 ] }, "nda-4": { "choice": "Entailment", "spans": [ 22 ] } } } ], "document_type": "search-pdf", "url": "http://www.bomatec.com/wp-content/uploads/2017/02/Non-Disclosure-Agreement_ALL_englisch.pdf" }, { "id": 261, "file_name": "Non-Disclosure-Agreement_PreviewOnly.pdf", "text": "NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made the \u2026\u2026\u2026.. day of \u2026\u2026\u2026\u2026\u2026\u2026.. 2008\nBETWEEN:\n(1) Transnet Limited (\u201cTransnet\u201d) (Registration Number 1990/000900/06) whose registered office is at 49th Floor, Carlton Centre, 150 Commissioner Street, Johannesburg 2001, and\n(2) [\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.] (\u201cthe Company\u201d) (Registration Number \u2026\u2026\u2026\u2026\u2026) whose registered office is at [\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026]\nWHEREAS\nTransnet and the Company wish to exchange Information (as defined below) and it is envisaged that each party may from time to time receive Information relating to the other in respect thereof. In consideration of each party making available to the other such Information, the parties jointly agree that any dealings between them shall be subject to the terms and conditions of this Agreement which themselves will be subject to the parameters of the Proposal.\nIT IS HEREBY AGREED\n1. Interpretation\n1.1 In this Agreement:-\n\u201cAgents\u201d means directors, officers, employees, agents, professional advisers, contractors or sub-contractors, or any Group member;\n\u201cConfidential Information\u201d means Information relating to one party (the \u201cDisclosing Party\u201d) and/or the business carried on or proposed or intended to be carried on by that party and which is made available for the purposes of the Proposal to the other party (the \u201cReceiving Party\u201d) or its Agents by the Disclosing Party or its Agents or recorded in agreed minutes following oral disclosure and any other information otherwise made available by the Disclosing Party or its Agents to the Receiving Party or its Agents, whether before, on or after the date of this Agreement, and whether in writing or otherwise, including any information, analysis or specifications derived from, containing or reflecting such information but excluding information which:-\n(i) is publicly available at the time of its disclosure or becomes publicly available (other than as result of disclosure by the Receiving Party or any of its Agents contrary to the terms of this letter); or\n(ii) was lawfully in the possession of the Receiving Party or its Agents (as can be demonstrated by its written records or other reasonable evidence) free of any restriction as to its use or disclosure prior to its being so disclosed; or\n(iii) following such disclosure, becomes available to the Receiving Party or its Agents (as can be demonstrated by its written records or other reasonable evidence) from a source other than the Disclosing Party or its Agents, which source is not bound by any duty of confidentiality owed, directly or indirectly, to the Disclosing Party in relation to such information;\n\u201cGroup\u201d means any subsidiary, any holding company and any subsidiary of any holding company of either party;\n\u201cInformation\u201d means all information in whatever form including, without limitation, any information relating to systems, operations, plans, intentions, market opportunities, know-how, trade secrets and business affairs whether in writing, conveyed orally or by machine-readable medium;\n\u201cProposal\u201d means the aggregation of Transnet\u2019s Request for Information (RFI) and Request for Proposal (RFP).\n2. Confidential Information\n2.1 The Receiving Party will treat and keep all Confidential Information as secret and confidential and will not, without the Disclosing Party\u2019s written consent, directly or indirectly communicate or disclose (whether in writing or orally or in any other manner) Confidential Information to any other person other than in accordance with the terms of this Agreement.\n2.2 The Receiving Party will only use the Confidential Information for the sole purpose of technical and commercial discussions between the parties in relation to the Proposal or for the subsequent performance of any contract between the parties in relation to the Proposal.\n2.3 Notwithstanding clause 2.1, the Receiving Party may disclose Confidential Information:\n(i) To those of its Agents who strictly need to know the Confidential Information for the sole purpose set out in clause 2.2 provided that the Receiving Party shall ensure that such Agents are made aware prior to the disclosure of any part of the Confidential Information that the same is confidential and that they owe a duty of confidence to the Disclosing Party. The Receiving Party shall at all times remain liable for any actions of such Agents that would constitute a breach of this Agreement; or\n(ii) to the extent required by law or the rules of any applicable regulatory authority, subject to clause 2.4 below.\n2.4 In the event that the Receiving Party is required to disclose any Confidential Information in accordance with clause 2.3 (ii) above, it shall promptly notify the Disclosing Party and co-operate with the Disclosing Party regarding the form, nature, content and purpose of such disclosure or any action which the Disclosing Party may reasonably take to challenge the validity of such requirement.\n2.5 In the event that any Confidential Information shall be copied, disclosed or used otherwise than as permitted under this Agreement then, upon becoming aware of the same, without prejudice to any rights or remedies of the Disclosing Party, the Receiving Party shall as soon as practicable notify the Disclosing Party of such event and if requested take such steps (including the institution of legal proceedings) as shall be necessary to remedy (if capable of remedy) the default and/or to prevent further unauthorised copying, disclosure or use.\n2.6 All Confidential Information shall remain the property of the Disclosing Party and its disclosure shall not confer on the Receiving Party any rights, including intellectual property rights, over the Confidential Information whatsoever beyond those contained in this Agreement.\n3. Records and return of Information\n3.1 The Receiving Party agrees to ensure proper and secure storage of all Information and any copies thereof to at least the same standard as the Receiving Party keeps its own Confidential Information. The Receiving Party shall not make any copies or reproduce in any form any Confidential Information except for the purpose of disclosure as permitted in accordance with this Agreement.\n3.2 The Receiving Party shall keep a written record, to be supplied to the Disclosing Party upon request, of the Confidential Information provided and any copies made thereof and, so far as is reasonably practicable, of the location of such Confidential Information and any copies thereof.\n3.3 The Receiving Party shall, within seven days of receipt of a written demand from the Disclosing Party or of its ceasing to be interested in the Proposal:\n(i) Return all written Confidential Information (including all copies); and\n(ii) expunge or destroy any Confidential Information from any computer, word processor or other device whatsoever into which it was copied, read or programmed by the Receiving Party or on its behalf (including by any person to whom disclosure has been made as permitted under clause 2.3(i) above.\nThe obligations in this clause 3.3 shall not apply to the extent that (but only for so long as) it is necessary to retain copies for the purpose of providing information to any regulatory authority in accordance with clause 2.3 (ii) above.\n3.4 The Receiving Party shall on request supply a certificate signed by a director as to its full compliance with the requirements of clause 3.3 (ii) above.\n4. Announcements\n4.1 Neither party will make or permit to be made any announcement or disclosure of its prospective interest in the Proposal without the prior written consent of the other party.\n4.2 Neither party shall make use of the other party\u2019s name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party.\n5. Duration\nThe obligations of each party and its Agents under this Agreement shall [be continuing and shall survive the termination of any discussions or negotiations between the parties regarding the Proposal continue for a period of 5 (five) years.\n6. Principal\n Each party confirms that it is acting as principal and not as nominee, agent or broker for any other person and that it will be responsible for any costs incurred by it or its advisers in considering or pursuing the Proposal and in complying with the terms of this Agreement.\n7. Representations\n7.1 Each party agrees that any Information made available to the Receiving Party or its Agents for the purpose of negotiations or discussions in relation to the Proposal will not form the basis of, or any representation in relation to, any contract, nor constitute an offer or invitation by the Disclosing Party.\n7.2 Except in the case of fraudulent misrepresentation, the Disclosing Party accepts no responsibility for nor makes any representation or warranty, express or implied, with respect to the accuracy, reliability or completeness of any Information made available to the Receiving Party or its Agents.\n8. Adequacy of damages\n8.1 Without prejudice to any other rights or remedies of the Disclosing Party, the Receiving Party acknowledges and agrees that damages would not be an adequate remedy for any breach by it of the provisions of this Agreement and that the Disclosing Party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of any such provision by the Receiving Party or its Agents, and no proof of special damages shall be necessary for the enforcement of the rights under this Agreement.\n8.2 Nothing contained in this Agreement shall be construed as prohibiting the Disclosing Party from pursuing any other remedies available by it, either at law or in equity, for any such threatened or actual breach of this Agreement including specific performance, recovery of damages or otherwise.\n9. Data Protection\n The Receiving Party warrants that it and its Agents have the appropriate technical and organisational measures in place against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data held or processed by them.\n10. General\n10.1 Neither party may assign the benefit of this Agreement or any interest hereunder except with the prior written consent of the other, save that Transnet may assign this Agreement at any time to any member of the Transnet Group.\n10.2 No failure or delay in exercising any right, power or privilege under this Agreement will operate as a waiver of it, nor will any single or partial exercise of it preclude any further exercise or the exercise of any right, power or privilege under this Agreement or otherwise.\n10.3 The provisions of this Agreement shall be severable in the event that any of its provisions are held by a court of competent jurisdiction or other applicable authority to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.\n10.4 This Agreement may only be modified by a written agreement duly signed by persons authorised on behalf of each party.\n10.5 Nothing in this Agreement shall constitute the creation of a partnership, joint venture or agency between the parties.\n10.6 This Agreement will be governed by, and construed in accordance with South African law and the parties irrevocably submit to the exclusive jurisdiction of the South African courts.\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorised representatives.\nTRANSNET LIMITED:\nBy: .........................................................\n (signature)\nPrint name: _______________________\nTitle: _______________________\nDate: _______________________\n[insert company name]:\nBy: .........................................................\n (signature)\nPrint name: _______________________\nTitle: _______________________\nDate: _______________________\n", "spans": [ [ 0, 24 ], [ 25, 40 ], [ 40, 78 ], [ 79, 87 ], [ 88, 264 ], [ 265, 368 ], [ 369, 376 ], [ 377, 570 ], [ 570, 836 ], [ 837, 856 ], [ 857, 874 ], [ 875, 879 ], [ 879, 898 ], [ 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] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Entailment", "spans": [ 43, 44, 45, 46, 47 ] }, "nda-3": { "choice": "Entailment", "spans": [ 14, 19 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 13, 26, 27, 62 ] }, "nda-17": { "choice": "Entailment", "spans": [ 39 ] }, "nda-8": { "choice": "Entailment", "spans": [ 26, 29, 31, 32 ] }, "nda-13": { "choice": "Entailment", "spans": [ 14, 17 ] }, "nda-5": { "choice": "Entailment", "spans": [ 13, 26, 27, 62 ] }, "nda-4": { "choice": "Entailment", "spans": [ 25 ] } } } ], "document_type": "search-pdf", "url": "http://www.transnetfreightrail.co.za/Website/tender_pdf/Non-Disclosure-Agreement_PreviewOnly.pdf" }, { "id": 262, "file_name": "Non-Disclosure_Agreement_oct2009.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis Non-disclosure Agreement (\u201cthe Agreement\u201d) is entered into by and between The Royal Heraldry Society of Canada (\u201cthe Society\u201d) with its head office in Ottawa, Ontario and its member or other authorized person, (\u201cReceiving Party\u201d) ________________________________________ located at ___________________________________________. The parties agree to enter into a confidential relationship with respect to the improper disclosure (\u201cImproper Disclosure\u201d) of certain confidential information (\u201cConfidential Information\u201d) to which the Receiving Party will have access to upon receiving access to the membership database maintained by the Society.\n1. Definition of Confidential Information. For purposes of this Agreement, \u201cConfidential Information\u201d shall include all information contained in the membership database, such as members\u2019 names, addresses, birthdates, occupations, spouses\u2019 names, email addresses, telephone numbers, etc.\n2. Definition of \u201cImproper Disclosure\u201d. All Confidential Information contained in the membership database may be used by the Receiving Party exclusively for conducting the business of the Society. Any disclosure of Confidential Information to any person or corporation for any commercial or other purpose not necessary for the conduct of the Society\u2019s business shall be deemed Improper Disclosure.\n3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive purposes of the Society. Receiving Party shall not use any Confidential Information for their own benefit or permit the use of Confidential Information by others for their benefit or to the detriment of the Society or its good name. Upon termination of membership, Receiving Party will immediately return to the Society all records, notes and other written, printed or tangible material in its possession, including CDs and DVDs pertaining to Confidential Information. Confidential Information stored electronically in computers or any other electronic devices will be deleted upon membership termination.\n4. Time Period. The nondisclosure provision of this Agreement shall survive the termination of this Agreement and Receiving Party\u2019s duty to hold Confidential Information in confidence shall remain in effect indefinitely.\n5. Penalties. If proven Improper Disclosure shall take place, the Receiving Party\u2019s membership in the Society shall be terminated immediately. Depending on circumstances, there may also be recourse to the courts and criminal or civil action, or both, may be initiated by the Society or by injured parties.\nThis Non-disclosure Agreement and each party\u2019s obligations shall be binding on the Receiving Party and the Society. Each party has signed this Agreement through its authorized representative.\n________________________________________________\nSignature of Receiving Party\n________________________________________________\n Printed Name\nDate: ___________________\nWitness to Signature of Receiving Party\n________________________________________________\nSignature\nName and Address of Witness\n________________________________________________\nPrinted Name\nAddress: _______________________________________\n________________________________________________\n________________________________________________\n________________________________________________\nSignature of Authorized Representative of the Society\n________________________________________________\nPrinted Name\n Date: ____________________\n", "spans": [ [ 0, 24 ], [ 25, 260 ], [ 260, 301 ], [ 301, 312 ], [ 312, 357 ], [ 357, 670 ], [ 671, 714 ], [ 714, 957 ], [ 958, 998 ], [ 998, 1155 ], [ 1155, 1355 ], [ 1356, 1391 ], [ 1391, 1536 ], [ 1536, 1744 ], [ 1744, 1980 ], [ 1980, 2116 ], [ 2117, 2133 ], [ 2133, 2337 ], [ 2338, 2352 ], [ 2352, 2481 ], [ 2481, 2643 ], [ 2644, 2664 ], [ 2664, 2760 ], [ 2760, 2835 ], [ 2836, 2884 ], [ 2885, 2913 ], [ 2914, 2962 ], [ 2963, 2964 ], [ 2964, 2976 ], [ 2977, 2983 ], [ 2983, 3002 ], [ 3003, 3042 ], [ 3043, 3091 ], [ 3092, 3101 ], [ 3102, 3129 ], [ 3130, 3178 ], [ 3179, 3191 ], [ 3192, 3201 ], [ 3201, 3240 ], [ 3241, 3289 ], [ 3290, 3338 ], [ 3339, 3387 ], [ 3388, 3441 ], [ 3442, 3490 ], [ 3491, 3503 ], [ 3504, 3505 ], [ 3505, 3511 ], [ 3511, 3531 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 14, 15 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 17 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 9, 13 ] } } } ], "document_type": "search-pdf", "url": "http://www.heraldry.ca/database/Non-Disclosure_Agreement_oct2009.pdf" }, { "id": 263, "file_name": "Non-Disclosure_Agreement_one_way_2014.pdf", "text": "ONE WAY NON-DISCLOSURE AGREEMENT\nThis Agreement (the \u201cAgreement\u201d) is entered into as of this __ day of ______, 201_, by and between Chemsultants International, Inc. (\u201cChemsultants\u201d), an Ohio corporation, having a principal place of business at 9079 Tyler Boulevard, Mentor, Ohio 44060 and _____________________________________ (\u201cClient\u201d). Collectively Chemsultants and Client shall be referred to herein as \u201cparties\u201d or \u201cparty\u201d as applicable.\nWhereas, Client intends to disclose to Chemsultants certain proprietary and confidential information for the purposes of establishing a possible business relationship, transaction and/or additional agreement(s), and may in the future engage in discussions regarding future transactions (each, a \u201ctransaction\u201d). In consideration of this exchange of certain proprietary and confidential information, any disclosure of confidential or proprietary information between the parties shall be subject to the following terms and conditions:\n1. Confidential Information. Unless instructed otherwise in writing, the parties acknowledge that all information, knowledge, or data relating to the business of Client, including but not limited to: costs and financial information; pricing methods or strategies; existing and potential customers; market studies, plans and strategies; trade secrets, know how, ideas, strategies, inventions, materials, drawings, proprietary information, operational information, and any other non-public information, material or data relating to the past, current and/or future business and operations of Client (including any information, summaries or other compilations extracted from such shared information), shared for review, and in all instances marked as confidential, belongs to and is the sole and exclusive property of Client and shall be deemed confidential (\"Confidential Information\") and subject to nondisclosure. Confidential Information shall not include: (a) information which can be shown to have been in the public domain at the time of disclosure, (b) documented information which was possessed prior to the time of its disclosure hereunder, (c) information that becomes part of the public domain by publication or otherwise not due to any unauthorized act or omission on the part of the parties or party, or (d) information that is given to the parties without obligation of secrecy by a third party, who is free to disclose the information, as of the date of such third party's disclosure.\n2. Use of Confidential Information. The parties acknowledge that any use of shared Confidential Information other than for the benefit of Client or the furtherance of a business relationship with Client, would be wrongful and cause irreparable harm to Client. Accordingly, unless otherwise agreed to in writing by Client, Chemsultants agrees to (a) keep all Confidential Information confidential and to not, at any time during or after any transaction where Confidential Information disclosures are made, publish, disclose, or divulge Confidential Information to any person, firm, or corporation other than its Representatives and to cause its Representatives to observe the terms of this Agreement; (b) not use, directly or indirectly, copy, or reproduce any Confidential Information of Client for its own benefit or for the benefit of any person, firm, or corporation other than Client, and in any event only in connection with evaluating or engaging in a transaction or business relationship with Client. Chemsultants hereby agrees it shall be responsible for any breach by it or its Representatives. For the purposes of this Agreement, the term \u201cRepresentative\u201d shall mean the party\u2019s affiliates, directors, officers, employees, agents, advisors (including, without limitation, financial advisors, legal counsel and accountants) and controlling persons, who are actively and directly participating in any transaction with Client or who otherwise need to know the Confidential Information for the purpose of furthering any transaction with Client, and who agree to be bound by the terms of this Agreement.\n3. Disclosures Required by Law. In the event Chemsultants is requested by applicable law or regulation or by legal process to disclose any Confidential Information or any other information concerning Client, Chemsultants agrees that it will provide Client with prompt notice of such request or requirement in order to enable Client to seek an appropriate protective order or other remedy, to consult with Client with respect to taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of this Agreement. In any such event Chemsultants will use its reasonable best efforts to ensure that all Confidential Information and other information that is so disclosed will be accorded confidential treatment.\n4. No Rights Created During Disclosure. It is understood by the parties that during disclosure, no right(s) in or license(s) under any present or future existing patents, patent applications, trademarks, copyrights, data, drawings, suggestions, ideas, or methods disclosed by the parties to each other shall be created in favor of Chemsultants as the recipient of the disclosed Confidential Information. Any Confidential Information disclosed to Chemsultants shall remain the sole property of Client, and no granting of any rights or licenses shall be created as a result of the disclosure.\n5. Return of Documents. Upon written request by Client at any time, Chemsultants shall promptly return all Confidential Information, including all copies, reproductions, summaries, analyses or extracts thereof or based thereon in the party\u2019s possession or in the possession of any Representative of the party, provided, however, Chemsultants shall be permitted to charge Client for all reasonable costs incurred by Chemsultants for compliance with this Section.\n6. Remedies. It is agreed that money damages would be an insufficient remedy for any breach of this Agreement, and the non-breaching party shall be entitled to injunctive relief, specific performance, and/or any other appropriate equitable remedy for any such breach or threatened breach. Such remedies shall be in addition to all other remedies available at law or in equity.\n7. Waiver and Severability. It is understood that no failure or delay by either party in exercising any right, power or privilege hereunder shall constitute waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder. In the event that any provision or portion of this Agreement is determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall remain in full force and effect to the fullest extent permitted by applicable law.\n8. Non-disclosure Agreement Only. This Agreement shall not constitute, create, give effect to, or otherwise imply a joint venture, pooling agreement, partnership, or formal business organization of any kind. The exchange of Confidential Information does not constitute a business offer, an acceptance, or promise for any future contract or amendment to any existing contract between the parties. Each party represents that the individual signing below has been given, and does have, the requisite authority to legally bind the party represented by that individual.\n9. Modification. This Agreement contains the entire agreement between the parties concerning the confidentiality of the Confidential Information and cannot be modified, released, discharged, abandoned, or otherwise terminated in whole or in part unless approved in writing. This Agreement may not be assigned by either party, by operation of law or otherwise, without the prior written consent of the other party, and any attempt to do so shall be void, provided, however, that either party shall be permitted to assign this agreement to any purchaser of all or substantially all of such party\u2019s assets or equity interests, without consent, provided such purchaser agrees to be bound by all terms and conditions contained herein.\n10. Miscellaneous. This Agreement shall be governed by, construed, and enforced in accordance with the laws, and in the courts, of the State of Ohio, County of Lake, without giving effect to any conflict of laws principles. This Agreement shall be binding upon and shall inure to the benefit of the successors, permitted assigns, and Representatives of the parties hereto. All notices under this Agreement must be in writing addressed to the address first listed above, or at such other address as may be provided by such party from time to time. This Agreement may be executed in counterparts, each of which shall be deemed an original.\n11. Term. This Agreement shall become effective upon execution by the parties and shall continue in full force and effect for a period of two (2) years from the date thereof, provided however, that the obligations of the parties contained herein shall continue for a period of five (5) years following the date of such termination.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of this ___ day of __________, 201__.\nChemsultants International, Inc. Company:\nBy: By:\nIts: Its:\n", "spans": [ [ 0, 32 ], [ 33, 339 ], [ 339, 442 ], [ 443, 754 ], [ 754, 974 ], [ 975, 1004 ], [ 1004, 1888 ], [ 1888, 1932 ], [ 1932, 2028 ], [ 2028, 2122 ], [ 2122, 2289 ], [ 2289, 2471 ], [ 2472, 2508 ], [ 2508, 2732 ], [ 2732, 2817 ], [ 2817, 3172 ], [ 3172, 3480 ], [ 3480, 3576 ], [ 3576, 4080 ], [ 4081, 4096 ], [ 4096, 4113 ], [ 4113, 4665 ], [ 4665, 4860 ], [ 4861, 4901 ], [ 4901, 5265 ], [ 5265, 5451 ], [ 5452, 5476 ], [ 5476, 5913 ], [ 5914, 5927 ], [ 5927, 6203 ], [ 6203, 6290 ], [ 6291, 6319 ], [ 6319, 6549 ], [ 6549, 6823 ], [ 6824, 6858 ], [ 6858, 7032 ], [ 7032, 7220 ], [ 7220, 7388 ], [ 7389, 7406 ], [ 7406, 7663 ], [ 7663, 8118 ], [ 8119, 8138 ], [ 8138, 8343 ], [ 8343, 8492 ], [ 8492, 8666 ], [ 8666, 8756 ], [ 8757, 8767 ], [ 8767, 9088 ], [ 9089, 9190 ], [ 9191, 9232 ], [ 9233, 9240 ], [ 9241, 9250 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 24, 25 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 47 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 27 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 14, 15, 18 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 14, 16 ] }, "nda-8": { "choice": "Entailment", "spans": [ 21 ] }, "nda-13": { "choice": "Entailment", "spans": [ 7, 11 ] }, "nda-5": { "choice": "Entailment", "spans": [ 14, 15, 18 ] }, "nda-4": { "choice": "Entailment", "spans": [ 14, 16 ] } } } ], "document_type": "search-pdf", "url": "https://cheminstruments.com/media/wysiwyg/Non-Disclosure_Agreement_one_way_2014.pdf" }, { "id": 264, "file_name": "Non-disclosure-Agreement_7.pdf", "text": "Non-Disclosure Agreement\nBackground\nMariAl Associates Ltd are conscious of the sensitive nature of texts supplied to us for translation.\nWe have confidentiality agreements in place with our translators and would be happy to provide a blanket agreement or sign a specific agreement before commencing any work. Please note that any confidential information is destroyed once the matter has completed unless reasonably required.\nNon-Disclosure Agreement\nto:\nhereinafter referred to as (\"the Client\").\nBy\nMariAl Associates Ltd, 36 Gallon Close, Greenwich, London, SE7 8SY hereinafter referred to as (\"the Company\").\nIn this agreement:\nConfidential Information means any information disclosed (whether actual or potential, whether before or after the date of this Agreement, whether in writing, in electronic format, verbally or by any other means and whether directly or indirectly) by or on behalf of the Client to the Company, which relates to the Services including but not exclusively information about venues, prints, contractors, customers, data, employees, sponsors, suppliers, policies, prices, discounts, business development, financial plans, marketing development, manpower plans, methods, services, ideas, projects, rights, products, project development and all other information which might cause considerable harm to the Client and/or to the Client\u2019s business were it to be available and/or used by any third party;\nServices means the provision of translation and other language services.\n1. The Company acknowledges that all Confidential Information made available or disclosed to it by the Client shall remain the exclusive property of the Client and recognises that such documentation is confidential and proprietary to the Client and shall be treated as such and shall not be disclosed to a third party, save as provided in Clause 3 hereunder or as required by any applicable laws, without the prior written consent of the Client. The Company undertakes to return all such documentation at the request of the Client and, in any event, upon conclusion of the Company's need thereof. The Company shall only retain copies of any Confidential Information if necessary in completing the provision of the Services. Any Confidential Information shall at all times be stored securely and the Company shall take reasonable precautions to prevent any unauthorised disclosure. Employee\u2019s and agents of the Company shall only be given access to the Confidential Information in order to proceed with the Services.\n2. The Company undertakes to treat all Confidential Information not in the public domain that it may become a party to as a result of providing the Services to the Client and its associates, including the existence of the request for the Services, the names of the parties involved and any information contained in or which otherwise reflects the information in the documentation received from the Client, as confidential. The Company further undertakes that such Information shall not be disclosed to a third party, save as provided in Clause 4 below, without the prior written consent of the Client.\n3. The Company hereby discloses that it may subcontract all or part of the Services provided to the Client. In such event the Company will use its reasonable endeavours to ensure that all of its Subcontractors, to whom disclosure of the Information is made, act in accordance with the terms of this Agreement as if each were a party hereto. Any third party to whom Confidential Information is provided shall be informed of the confidential nature of the information disclosed.\n4. The parties agree that information is not to be regarded as Confidential Information and that the Company will have no obligation with respect to any information which the Company can demonstrate:\n4.1 is publicly available at the time of disclosure;\n4.2 is or becomes known to the public through no wrongful act of the Company;\n4.3 is used or disclosed with the prior written authorisation of the Client; or\n4.4 is disclosed by the Company in compliance with a legal requirement of a government agency or otherwise where disclosure is required by operation of law.\n5. This agreement shall come into effect on the date of this Agreement and shall continue in full force and effect indefinitely or until replaced by a further agreement between the parties.\n6. General\n6.1 No changes to this Agreement are effective unless signed by both parties.\n6.2 The Company acknowledges that damages may not adequately compensate for a breach of this Agreement, and that the Client may also seek such other remedies, including injunctions, as it desires.\n6.3 This Agreement is governed by and shall be construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the English Courts.\n6.4 The parties to this Agreement confirm that no terms of this agreement are enforceable under the Contract (Rights of Third Parties) Act 1999 by a person who is not a party to this agreement.\nSigned for and on behalf of MariAl Associates Signed for and on behalf of \u2018Client\u2019 Ltd\n", "spans": [ [ 0, 15 ], [ 15, 24 ], [ 25, 35 ], [ 36, 54 ], [ 54, 136 ], [ 137, 309 ], [ 309, 425 ], [ 426, 441 ], [ 441, 450 ], [ 451, 454 ], [ 455, 497 ], [ 498, 500 ], [ 501, 564 ], [ 564, 611 ], [ 612, 630 ], [ 631, 1425 ], [ 1426, 1498 ], [ 1499, 1945 ], [ 1945, 2096 ], [ 2096, 2223 ], [ 2223, 2380 ], [ 2380, 2514 ], [ 2515, 2938 ], [ 2938, 3116 ], [ 3117, 3225 ], [ 3225, 3458 ], [ 3458, 3593 ], [ 3594, 3793 ], [ 3794, 3846 ], [ 3847, 3924 ], [ 3925, 4004 ], [ 4005, 4161 ], [ 4162, 4351 ], [ 4352, 4362 ], [ 4363, 4367 ], [ 4367, 4440 ], [ 4441, 4445 ], [ 4445, 4637 ], [ 4638, 4642 ], [ 4642, 4802 ], [ 4803, 4807 ], [ 4807, 4938 ], [ 4938, 4996 ], [ 4997, 5083 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 18 ] }, "nda-15": { "choice": "Entailment", "spans": [ 17 ] }, "nda-10": { "choice": "Entailment", "spans": [ 22 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 15 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 32 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Entailment", "spans": [ 19 ] }, "nda-3": { "choice": "Entailment", "spans": [ 15 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 21, 24, 25 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 21 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "https://marialassociates.com/wp-content/uploads/2018/05/Non-disclosure-Agreement.pdf" }, { "id": 265, "file_name": "Non-disclosure-Agreement_9.pdf", "text": "NON-DISCLOSURE AGREEMENT\nBOOSTER Precision Components GmbH\nW\u00f6hlerstra\u00dfe 8-10\n60323 Frankfurt am Main\nGermany\nPlace, Date, Signature, Stamp\nRECITALS:\nBoth Contract Partners intend to exchange information, documents (including expert opinions, notes, correspondence, evaluations, and conclusions), data and/or knowledge \u2013 regardless whether these be transmitted verbally, in writing or electronically \u2013 as well as prototypes and prototype components which may have already been manufactured (hereinafter commonly referred to as \u201cInformation\u201d) which the disclosing party (\u201cDiscloser\u201d) concerned considers to be worthy of being protected and treated confidentially. The exchange of information serves to evaluate the possibility of a supply relationship between the Contract Partners (\u201cPurpose of Exchange\u201d). In order to enable the non-disclosure and the exchange of information the Contract Partners agree as follows:\nThe Contract Partners undertake to keep the Information in accordance with the detailed provisions of this contract as disclosed by the other Contract Partner secure and take the necessary precautions to ensure that third parties have no access to the Information and that the Information is not disclosed to third parties.\n1. The Contract Partner receiving the Information (\u201eRecipient \u201c) will not disclose the Information received to third parties or use the Information for own business purposes for any other purpose except the Purpose of Exchange, without first obtaining the written agreement of the Discloser. This applies explicitly also to the use of Information for the purpose of registering patents, brands, and other intellectual property. The Recipient will ensure that the Information is only disclosed to those employees who need to know the same for the Purpose of Exchange and who explicitly know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clauses 1 and 2. The Discloser may request from the Recipient a non-disclosure obligation of the employee at any time.\n2. The aforementioned non-disclosure obligation and restriction of use laid down herein does not extend to such information which is state of the art in the public domain and to which the Recipient has access without breach of law, and also not to such information to which the Recipient already had access without breach of law before the Information was disclosed to him by the Discloser, and finally not to such information which the Recipient was eligible to obtain from a third party. The Recipient bears the burden of proof. Nothing in this non-disclosure agreement will prevent the Recipient from making any disclosure of the Information required by law or by any competent authority. In such case the Recipient undertakes to inform the Discloser without delay of his obligation to disclose, will cooperate upon request of the Discloser and at own expenses on the defense against the obligation to disclose and will fulfil this obligation only to such extent as required by law.\n3. Upon request of the Discloser the Recipient will return all Information including all copies and records or delete electronically stored data \u2013 also in the framework of a back-up, provided this does not involve disproportionate expenditure, whereby the Discloser shall be provided proof of the deletion.\n4. There is mutual consent that this agreement cannot be interpreted in such a way that the Contract Partners grant each other a license for imparted know-how, inventions, and patents, or undertake to grant each other a license, grant other rights to intellectual property in connection with the Information. This agreement does not bind the Contract Partners in any service-, works-, broker-, joint venture- or company agreement.\n5. This Discloser shall not be liable for damage of any kind arising from the transfer or use of the Information; in particular, the Discloser is not responsible for the Information injuring the rights of third parties. The Discloser is not responsible for the completeness, correctness, or usability of the Information.\n6. An assignment of the rights arising from this agreement is not permitted. There is mutual agreement, however, that the rights granted in this agreement are due to the customer of the Discloser within the framework of an agreement in favor of a third party.\n7. This agreement is not a preliminary agreement and does not oblige either of the Contract Partners to enter into further contract negotiations or conclude a further-reaching contract. This agreement does not justify any further pre-contractual obligations.\n8. The Contract Partners agree that there is no adequate legal protection against any injury arising from this agreement due to the special nature of the Information to be kept secret. Any injury to the non-disclosure obligation would lead to irreparable damage to the Discloser. The Recipient therefore undertakes to inform the Discloser without delay as soon as has gained such knowledge himself of any unpermitted disclosure or unpermitted use as laid down in this agreement of any Information.\n9. This agreement comes into effect upon signing by both Contract Partners and applies to Information which has already been exchanged within the framework of the Purpose of Exchange. The agreement shall be valid for a fixed period of five years after the end of an individual Project or from the date of last disclosure. The non-disclosure obligation shall continue to apply upon termination of the agreement for the Information exchanged within the agreement.\n10. Each Contract Partner alone bears any costs arising in conjunction with this agreement and the Information.\n11. Amendments or modifications to this agreement require the written form. This also applies to an amendment or modification of this requirement of the written form.\n12. German law is applicable to this agreement. The court of jurisdiction for any disputes arising from or in the broadest sense in connection with this agreement as far as this is legally permissible. The Discloser has the right to take legal actions arising directly or indirectly out of this Non-discloser agreement against Contract Partner a court with jurisdiction at Discloser\u2019s discretion.\n13. Should any individual provisions of this agreement be or become invalid, this will not affect the remaining terms of this agreement. By means of (supplementary) interpretation the rules shall apply that correspond best to the economic purpose of the provision that has become invalid. If the interpretation is excluded for legal reasons, the Contract Partners undertake to make additional agreements. This also applies in the event of any gap arising and that must be filled upon implementation or interpretation of the agreement.\nSupplier:\nName of the Company:\nAddress:\nResponsible Person:\nPlace, Date, Signature, Stamp\n", "spans": [ [ 0, 24 ], [ 25, 58 ], [ 59, 76 ], [ 77, 83 ], [ 83, 100 ], [ 101, 108 ], [ 109, 138 ], [ 139, 148 ], [ 149, 662 ], [ 662, 805 ], [ 805, 914 ], [ 915, 1238 ], [ 1239, 1531 ], [ 1531, 1667 ], [ 1667, 1949 ], [ 1949, 2050 ], [ 2051, 2541 ], [ 2541, 2582 ], [ 2582, 2743 ], [ 2743, 3036 ], [ 3037, 3343 ], [ 3344, 3653 ], [ 3653, 3774 ], [ 3775, 3995 ], [ 3995, 4095 ], [ 4096, 4173 ], [ 4173, 4355 ], [ 4356, 4542 ], [ 4542, 4614 ], [ 4615, 4800 ], [ 4800, 4895 ], [ 4895, 5112 ], [ 5113, 5297 ], [ 5297, 5435 ], [ 5435, 5574 ], [ 5575, 5686 ], [ 5687, 5763 ], [ 5763, 5853 ], [ 5854, 5902 ], [ 5902, 6056 ], [ 6056, 6250 ], [ 6251, 6388 ], [ 6388, 6540 ], [ 6540, 6656 ], [ 6656, 6785 ], [ 6786, 6795 ], [ 6796, 6816 ], [ 6817, 6825 ], [ 6826, 6845 ], [ 6846, 6875 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 21 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 34 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 20 ] }, "nda-3": { "choice": "Entailment", "spans": [ 8 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 11, 12, 14 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 18, 19 ] }, "nda-13": { "choice": "Entailment", "spans": [ 16 ] }, "nda-5": { "choice": "Entailment", "spans": [ 14 ] }, "nda-4": { "choice": "Entailment", "spans": [ 12 ] } } } ], "document_type": "search-pdf", "url": "https://www.booster-precision.com/files/booster/files/Non-disclosure-Agreement.pdf" }, { "id": 267, "file_name": "Non_Disclosure_Agreement_1.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (\u201cAgreement\u201d) is made and entered into as of the ______ day of ___________________, 201___ (\u201cEffective Date\u201d), by and between the University of Dayton, having a principal place of business at 300 College Park Drive, Dayton, OH 45469 (the \u201cUniversity\u201d), and ______________________________ (the \u201cVendor\u201d). For purposes of this Agreement, the University and Vendor are collectively referred to as \u201cparties,\u201d and each individually as a \u201cparty.\u201d\nWHEREAS, the University is exploring, with multiple service providers, the possibility of entering into a long-term collaborative relationship where the selected service provider would assume portions of the University\u2019s business services and/or functions of its Facilities Management organization (the \u201cProject\u201d);\nWHEREAS, Vendor desires that the University consider selecting it as a service provider for the Project;\nWHEREAS, the parties desire the ability to explore fully a potential relationship between them for the Project, but in so doing, both parties desire to keep confidential the details of their discussions as well as information they have shared and will share with each other in furtherance of assessing the Project;\nWHEREAS, the University desires that the mere fact of the Project\u2019s existence be kept strictly confidential unless and until the University decides to make that fact public (in which case such publicity shall be managed by the University); and\nWHEREAS, this Agreement sets forth the terms and restrictions that will apply to confidential and/or proprietary information exchanged by and between the parties.\nNOW, THEREFORE, the parties hereto agree as follows:\n1.0 For purposes of this Agreement, \u201cDisclosing Party\u201d can mean either the University or Vendor, and \u201cRecipient\u201d can mean either the University or Vendor.\n2.0 For purposes of this Agreement, \u201cConfidential Information\u201d means any information of a confidential and/or proprietary nature first disclosed to the Recipient by the Disclosing Party in connection with discussions between the parties regarding the Project on, before or after the Effective Date, which information is either: (a) in documents or other tangible materials clearly marked CONFIDENTIAL or the like at the time of disclosure or otherwise communicated to be confidential; or (b) provided orally or in any other intangible form, if at the time of first disclosure the Disclosing Party tells the Recipient that the information is confidentially; or (c) although not marked \u201cCONFIDENTIAL\u201d or verbally described to be confidential, Recipient reasonably should know the information is confidential and not generally known to the public. Confidential Information may be information and documents; in written or oral form; factual, interpretive or strategic; analyses, compilations, studies, records or data prepared by a party or a party\u2019s representatives; or information or documents that reflect or otherwise are generated from Confidential Information. Confidential Information shall also include the fact that the parties are considering the Project, until such date such fact is made public by the University.\n3.0 \u201cConfidential Information\u201d shall not mean or include, and the parties shall have no obligations with respect to, information which: (a) is already known to the Recipient at the time of its disclosure by the Disclosing Party, through no wrongful act of the Recipient; (b) is, or becomes, publicly known, through publication, inspection of a product or otherwise, and through no wrongful act of Recipient; (c) is or has been independently developed by or for the Recipient; (d) is received by the Recipient from a third party without similar restrictions as to non-disclosure and without breach of this Agreement; (e) is approved for release by written authorization of the Disclosing Party; or (f) is disclosed by the Recipient upon receipt of a legal opinion from counsel that such disclosure is required pursuant to the lawful requirement or request of a governmental agency or disclosure is otherwise required by operation of law (provided, however, that the Recipient shall notify and cooperate with Disclosing Party regarding such required disclosure as set forth in Section 6.0).\n4.0 The Recipient shall not disclose to any other person, firm or corporation, other than its employees, directors, agents, or representatives, including without limitation, attorneys, accountants, appraisers and financial advisors, who have a \u201cneed to know\u201d for purposes of completing any assessment of the Project (collectively, \u201crepresentatives\u201d) any of the Confidential Information received from the Disclosing Party hereunder, by using the same degree of care to avoid disclosure of such Confidential Information as Recipient employs with respect to its own proprietary and confidential information of like kind. The Recipient further agrees to inform its representatives of the confidential nature of the Confidential Information and take reasonable steps to ensure its representatives will abide by the terms of this Agreement.\n5.0 The Confidential Information shall be and remain the property of the Disclosing Party and will be returned to the Disclosing Party immediately, upon written request, or destroyed, at the Disclosing Party\u2019s option. That portion of the Disclosing Party\u2019s Confidential Information which consists of analyses, compilations, studies or other documents or records prepared by the Recipient, or its representatives, shall be held by the Recipient and kept confidential and subject to the terms of this Agreement, or shall be destroyed.\n6.0 In the event that the Recipient is requested to disclose all or any part of the Confidential Information received hereunder, the Recipient agrees to immediately notify the Disclosing Party of the existence, terms, and circumstances surrounding such a request. If any court or regulatory order or other service of legal process or open records statute requires the Recipient to disclose information covered by its confidentiality obligation, then such party will provide the Disclosing Party with prompt notice of any such order or process so that the Disclosing Party may attempt to prevent such order of disclosure, and the parties shall also work together to ensure that any such required disclosure is carried out pursuant to a protective order (or other similar protection) to prevent further disclosure of the Confidential Information.\n7.0 Vendor shall not make use of this Agreement, or the University\u2019s name or that of any member of the University\u2019s staff, for publicity or advertising purposes without prior written approval of the University.\n8.0 The confidentiality requirements of this Agreement shall continue to apply even if Vendor is not selected by the University to perform the Project.\n9.0 The parties agree that irreparable harm may result if Vendor fails to abide by the confidentiality requirements set forth in the agreement. In the event of a breach by Vendor of the confidentiality requirements of this Agreement, the University shall have the right to seek injunctive and/or other preliminary or equitable relief, without having to prove actual damages or to post a bond. Such relief shall be in addition to any other remedies and damages available to the University.\n10.0 This Agreement and any performance hereunder shall be interpreted in accordance with and shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof.\n11.0 This Agreement constitutes the entire understanding and agreement between the parties hereto with respect to the confidential nature of materials exchanged as part of assessing, discussing or otherwise exploring the Project and supersedes all previous communications, both oral and written, representations and understandings between the parties with respect to the subject matter of this Agreement. If any provisions of this Agreement are held to be invalid or unenforceable, they are to that extent to be deemed omitted and the remaining provisions of this Agreement will remain in full force and effect.\n12.0 No amendment, modification, and/or discharge of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized officers or representatives. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement, and will become a binding agreement when one or more of the counterparts have been signed by each of the parties hereto and delivered to the other parties hereto.\nIN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date first above written.\nUniversity of Dayton Vendor: _________________________________\n________________________________________________ _________________________________________________\nPrinted Name: ______________________________ Printed Name: _______________________________\nTitle: _________________________________________ Title: __________________________________________\nDate: _________________________________________ Date: __________________________________________\n", "spans": [ [ 0, 24 ], [ 25, 118 ], [ 118, 343 ], [ 343, 359 ], [ 359, 494 ], [ 494, 495 ], [ 496, 810 ], [ 811, 915 ], [ 916, 1230 ], [ 1231, 1474 ], [ 1475, 1637 ], [ 1638, 1690 ], [ 1691, 1695 ], [ 1695, 1845 ], [ 1846, 1850 ], [ 1850, 2174 ], [ 2174, 2334 ], [ 2334, 2506 ], [ 2506, 2691 ], [ 2691, 3009 ], [ 3009, 3167 ], [ 3168, 3304 ], [ 3304, 3439 ], [ 3439, 3576 ], [ 3576, 3644 ], [ 3644, 3784 ], [ 3784, 3865 ], [ 3865, 4256 ], [ 4257, 4261 ], [ 4261, 4875 ], [ 4875, 5091 ], [ 5092, 5096 ], [ 5096, 5310 ], [ 5310, 5624 ], [ 5625, 5629 ], [ 5629, 5889 ], [ 5889, 6469 ], [ 6470, 6680 ], [ 6681, 6685 ], [ 6685, 6832 ], [ 6833, 6837 ], [ 6837, 6977 ], [ 6977, 7226 ], [ 7226, 7321 ], [ 7322, 7327 ], [ 7327, 7536 ], [ 7537, 7542 ], [ 7542, 7942 ], [ 7942, 8148 ], [ 8149, 8154 ], [ 8154, 8390 ], [ 8390, 8672 ], [ 8673, 8791 ], [ 8792, 8821 ], [ 8821, 8854 ], [ 8855, 8904 ], [ 8904, 8953 ], [ 8954, 8968 ], [ 8968, 8999 ], [ 8999, 9013 ], [ 9013, 9044 ], [ 9045, 9052 ], [ 9052, 9094 ], [ 9094, 9101 ], [ 9101, 9143 ], [ 9144, 9150 ], [ 9150, 9192 ], [ 9192, 9198 ], [ 9198, 9240 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 32 ] }, "nda-10": { "choice": "Entailment", "spans": [ 20, 37 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 19 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 15, 18 ] }, "nda-19": { "choice": "Entailment", "spans": [ 33, 39 ] }, "nda-12": { "choice": "Entailment", "spans": [ 21, 24 ] }, "nda-20": { "choice": "Entailment", "spans": [ 33 ] }, "nda-3": { "choice": "Entailment", "spans": [ 15, 17, 18, 19 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 29 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 21, 27, 36 ] }, "nda-13": { "choice": "Entailment", "spans": [ 21, 25 ] }, "nda-5": { "choice": "Entailment", "spans": [ 29 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "https://udayton.edu/finadmin/_resources/docs/purchasing_and_business_services/documents/Non_Disclosure_Agreement.pdf" }, { "id": 268, "file_name": "Non_Disclosure_Agreement_2.pdf", "text": "This Non-Disclosure Agreement (hereinafter called the \u201cAgreement\u201d) is made on Date of signing (hereinafter the \u201cEffective Date\u201d) by and between:\nCW Fletcher & Sons Ltd\nSterling Works\nMansfield Road\nWales Bar\nSheffield\nS26 5PQ\n(Hereinafter referred to as \u201cC.W. Fletcher\u201d)\nRepresented by Name and Title.\nand\nName of Company\nStreet Name\nName of City\nPostcode\n(Hereinafter referred to as \u201cCompany Name\u201d)\nRepresented by Name and Title.\nEach referred to as a \u201cParty\u201d collectively as \u201cParties\u201d.\nCWF and Company wish to explore the possibilities of a business transaction or relationship between them relating to \u201cPLEASE WRITE HERE THE TOPIC(S) TO BE COVERED BY THIS NDA\u201d (hereinafter the \u201cPurpose\u201d). This may require the Parties to exchange Confidential Information. Such disclosure of any Confidential Information is made only for use in connection with the Purpose and only on the terms of this Agreement. Each Party acknowledges that the other Party enters into the Agreement for the benefit of itself and each Affiliate. Any disclosure of Confidential Information by a Party\u2019s Representative shall be deemed to be a disclosure by such Party for the purposes of this Agreement. Accordingly, in consideration of the disclosure of Confidential information by each Party to the other Party and the mutual promises of the Parties set forth in this Agreement, the Parties agree as set forth below.\nDEFINITIONS\n\u201cConfidential Information\u201d means all confidential and proprietary information disclosed to or obtained by the Receiving Party or its Representatives from the Disclosing Party or its Representatives, including without limitation, information relating to: proprietary technology, products, proprietary plans, services, computer programs and processes; data and source code; any inventions and associated information, manuals, plans, drawings, blueprints or schematics; information relating to Mutual Non-Disclosure Agreement C.W. Fletcher & Sons Ltd\nemployees and customers of the Disclosing Party; promotional and marketing information and opportunities; financial information; trade secrets; any and all information that a Receiving Party may obtain on a walk-through examination of the Disclosing Party\u2019s and/or its clients\u2019 premises; the existence of discussions between the Parties regarding the Purpose, or any of the terms, conditions or other facts with respect thereto (including the status of such discussions); and all information, of any nature whatsoever, disclosed by the Disclosing Party to the Receiving Party in connection with the Purpose, whether before or after the date of this Agreement. In each case such information may be contained in tangible materials including, but not limited to writings, drawings, models, prototypes, test specimens, production units, data specifications, reports, analysis, methods, compilations and computer programs, or may be in the nature of verbally or visually communicated intellectual knowledge.\n\u201cAffiliates\u201d means any entity or person controlling (directly or indirectly), controlled by or under common control with a Party; control meaning direct or indirect beneficial ownership of more than 50% of the share capital, stock or other participating interest carrying the right to vote or to distribution of profits of that entity or person.\n\u201cDisclosing Party\u201d means a Party disclosing Confidential Information including its Affiliates and Representatives.\n\u201cReceiving Party\u201d means a Party receiving or obtaining Confidential Information, including its Affiliates and Representatives.\n\u201cRepresentatives\u201d means the employees, Affiliates, agents, contractors, consultants, representatives and professional advisors of a Party.\n1. In respect of all Confidential Information in whatever form acquired prior to or during the period of this Agreement by one party (the \u201cReceiving Party\u201d) from the other party (the \u201cDisclosing Party\u201d) relating to the Purpose, the Receiving Party undertakes:-\nA. Only to use the information for evaluating or preparing quotation in respect and/or evaluation of the Purpose.\nB. Only to disclose the information and then only to the extent necessary to those of its employees to whom disclosure is necessary.\nC. Not to disclose the Confidential Information to any third party or the fact that the Confidential Information is being exchanged, except with the expressed authorisation in writing by the Disclosing Party and is obliged to enter into an identical confidentiality agreement with the such third party.\nD. Not to copy or reduce the Confidential Information to writing or store in any computer readable form except as may be reasonably necessary for the Purpose.\nE. To return to the Disclosing Party on demand all information which has been supplied to or acquired by it in the form of drawings or written material or other recorded form including all copies thereof, and to delete all information stored in computer readable form, and the Receiving Party will be responsible for the fulfilment of the above obligation on the part of its employees.\nMutual Non-Disclosure Agreement C.W. Fletcher & Sons Ltd\n2. Paragraph 1. will not apply to any Confidential Information which:-\nA. is in or comes into the public domain otherwise than by a breach of this Agreement or\nB. the Receiving Party has in its possessions without restriction on disclosure prior to the receipt from the Disclosing Party, or\nC. The Receiving Party lawfully receives from a bona-fide third party without restriction on disclosure, or\nD. Is developed independently by the Receiving Party without any portion of the development having been based on the Confidential Information.\n3. The Receiving Party may disclose Confidential Information without liability to the extent such disclosure is:\nA. required by applicable law, government authority, duly authorised subpoena or court order, in which case the Receiving Party will provide prompt written notice to the Disclosing Party (unless such notice is prohibited by applicable law) and endeavour to give the Disclosing Party an opportunity to respond prior to making the disclosure;\nB. required to be made to a court or other judicial administrative tribunal in connection with the enforcement of either Party\u2019s rights under the Agreement; or\nC. approved in advance by Disclosing Party\u2019s authorised representative in writing.\n4. This Agreement shall not the construed as granting expressly or implied during the term of the Agreement or thereafter any rights in respect of any patent, copyright or other intellectual property right belonging to the Disclosing Party as necessary for the Purpose.\n5. This Agreement shall come into force on the Effective Date and shall automatically expire and terminate 10 year(s) from the Effective Date. This agreement may be terminated by either Party (i) at any time on fifteen (15) days prior written notice to the other Party; and (ii) immediately upon written notice of the other Party\u2019s breach of any term of the Agreement. The Agreement will continue in full force and effect until so terminated. Upon the termination of the Agreement or at any time upon the Disclosing Party\u2019s written request, Receiving Party will at its expense return all confidential information or destroy the same and certify in writing as to such destruction within five (5) business days after the date of such destruction. The confidentiality obligations set out in this Agreement will survive expiry and/or termination of this Agreement for a period of one (1) year. One archival copy of the Confidential Information shall be retained by the Receiving Party for internal audit purposes only.\n6. This Agreement supersedes all prior written or oral negotiations, commitments, agreement and understandings between the Parties relating to confidentiality and constitutes the entire agreement between the Parties with respect to confidentiality. The Agreement will not be deemed or construed to be modified, amended, rescinded, cancelled or waived, in whole or in part, except by a writing signed by the Parties\u2019 authorised representatives.\n7. The Disclosing Party makes no representation or warranty that the confidential Information does not infringe any intellectual property right of any third party. The Confidential Information disclosed hereunder is provided \u201cas is\u201d and without any warranty, express, implied or statutory.\n8. The Parties will comply with all applicable laws in the use of the Confidential Information and performance of this Agreement, including without limitation the EU, UK and U.S. export control and trading sanctions rules and regulations.\n9. The Parties agree that breach of this Agreement may result in a Party suffering irreparable harm from the unauthorised use or disclosure of the Confidential Information and may not have an adequate remedy in money or damages. Accordingly, the Parties will be entitled to seek injunctive relief, and any other relief permitted by applicable law, from any court of competent jurisdiction to enforce its rights under this agreement. Failure or delay by a Party to enforce any right, power, or privilege created in this Agreement will not operate as an implied waiver thereof, nor will any single or partial enforcement preclude any other or further enforcement of any other right, power or privilege.\n10. This agreement shall be governed by and interpreted in accordance with the laws of England and the Parties agree to submit to the exclusive jurisdiction of the English Courts for any and all disputes, claims and indifference arising out of, or in connection with this Agreement.\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by the authorised representative as of the Effective Date,\nC.W.Fletcher & Sons Ltd Company entering NDA with\nSignature\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. Signature\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nName: Name:\nTitle: Title:\nSignature\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 Signature\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nName: Name:\nTitle: Title:\n", "spans": [ [ 0, 20 ], [ 20, 144 ], [ 145, 167 ], [ 168, 182 ], [ 183, 197 ], [ 198, 207 ], [ 208, 217 ], [ 218, 225 ], [ 226, 270 ], [ 271, 301 ], [ 302, 305 ], [ 306, 321 ], [ 322, 333 ], [ 334, 346 ], [ 347, 355 ], [ 356, 399 ], [ 400, 430 ], [ 431, 487 ], [ 488, 693 ], [ 693, 760 ], [ 760, 901 ], [ 901, 1018 ], [ 1018, 1174 ], [ 1174, 1388 ], [ 1389, 1400 ], [ 1401, 1948 ], [ 1949, 2609 ], [ 2609, 2951 ], [ 2952, 3297 ], [ 3298, 3412 ], [ 3413, 3539 ], [ 3540, 3678 ], [ 3679, 3939 ], [ 3940, 4053 ], [ 4054, 4186 ], [ 4187, 4489 ], [ 4490, 4648 ], [ 4649, 5034 ], [ 5035, 5057 ], [ 5057, 5091 ], [ 5092, 5162 ], [ 5163, 5251 ], [ 5252, 5382 ], [ 5383, 5490 ], [ 5491, 5633 ], [ 5634, 5746 ], [ 5747, 6087 ], [ 6088, 6247 ], [ 6248, 6330 ], [ 6331, 6600 ], [ 6601, 6744 ], [ 6744, 6793 ], [ 6793, 6875 ], [ 6875, 6970 ], [ 6970, 7044 ], [ 7044, 7346 ], [ 7346, 7491 ], [ 7491, 7615 ], [ 7616, 7865 ], [ 7865, 8059 ], [ 8060, 8224 ], [ 8224, 8349 ], [ 8350, 8588 ], [ 8589, 8818 ], [ 8818, 9022 ], [ 9022, 9289 ], [ 9290, 9572 ], [ 9573, 9717 ], [ 9718, 9767 ], [ 9768, 9790 ], [ 9790, 9811 ], [ 9812, 9823 ], [ 9824, 9837 ], [ 9838, 9859 ], [ 9859, 9879 ], [ 9880, 9891 ], [ 9892, 9905 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 32, 37, 55 ] }, "nda-15": { "choice": "Entailment", "spans": [ 49 ] }, "nda-10": { "choice": "Entailment", "spans": [ 25, 26 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 25, 26 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 56 ] }, "nda-12": { "choice": "Entailment", "spans": [ 40, 44 ] }, "nda-20": { "choice": "Entailment", "spans": [ 57 ] }, "nda-3": { "choice": "Entailment", "spans": [ 27, 32 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 32, 34 ] }, "nda-17": { "choice": "Entailment", "spans": [ 32, 36 ] }, "nda-8": { "choice": "Entailment", "spans": [ 45, 46 ] }, "nda-13": { "choice": "Entailment", "spans": [ 40, 43 ] }, "nda-5": { "choice": "Entailment", "spans": [ 32, 34 ] }, "nda-4": { "choice": "Entailment", "spans": [ 32, 33 ] } } } ], "document_type": "search-pdf", "url": "https://www.cwfletcher.co.uk/uploads/cwfletcher_sub/downloads/files/Non_Disclosure_Agreement.pdf" }, { "id": 269, "file_name": "Non_Disclosure_Agreement_3.pdf", "text": "Non-Disclosure Agreement (NDA)\nTHIS AGREEMENT is made on ( ) and between (MMGRP Limited) (\"Discloser\") and ( ) (\"Recipient\").\nParties:\nDiscloser: (MMGRP Limited) with registered office address (145 \u2013 157 St Johns Street, London EC1V 4PW) Registered in England & Wales with Company Number (07527443)\nAnd\nRecipient: ( ) with registered office address ( ). Registered in England & Wales with Company Number ( )\n1. Purpose. The Discloser has agreed to make available to the Recipient certain Confidential Information (as defined below) of the Discloser for the purpose of evaluating a possible business transaction with the Discloser.\n2. Definition. \"Confidential Information\" means any information, technical data, or know-how, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, opt-in information including Short-code and URL information, marketing or finances, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Confidential Information does not include information, technical data or know-how which: (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party's files and records immediately prior to the time of disclosure; (ii) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party; or (iii) is approved for release by the Discloser in writing.\n3. Non-Disclosure of Confidential Information. The Recipient agrees not to use the Confidential Information for any purpose other than that set forth in Section 1 of this Agreement. The Recipient will not disclose any Confidential Information to third parties except those directors, officers, employees, consultants and agents of Recipient who are required to have the information in order to carry out the purpose set forth in Section 1 of this Agreement. Recipient has had or will have directors, officers, employees, consultants and agents of Recipient to whom Confidential Information is disclosed or who have access to Confidential Information sign a Non-Disclosure Agreement in content substantially similar to this Agreement and will promptly notify the Discloser in writing of the names of each such person who has signed such agreements after such agreements are signed. Recipient agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures shall include the highest degree of care that Recipient utilizes to protect its own Confidential Information of a similar nature. Recipient agrees to notify the Discloser in writing of any misuse or misappropriation of such Confidential Information which may come to its attention.\n4. Mandatory Disclosure. In the event that the Recipient or its directors, officers, employees, consultants or agents are requested or required by legal process to disclose any of the Confidential Information, the Recipient shall give prompt notice so that the Discloser may seek a protective order or other appropriate relief. In the event that such protective order is not obtained, the Recipient shall disclose only that portion of the Confidential Information which its counsel advises that it is legally required to disclose.\n5. Return of Materials. Any materials or documents of which have been furnished by the Discloser to the Recipient will be promptly returned, accompanied by copies of such documentation, after the evaluation set forth in Section 1 of this Agreement has been concluded.\n6. No License Granted. Nothing in this Agreement is intended to grant any rights to Recipient under any patent, copyright, trade secret or other intellectual property right nor shall this Agreement grant Recipient any rights in or to the other party's Confidential Information, except the limited right to review such Confidential Information solely for the purpose set forth in Section 1 of this Agreement.\n7. Term. The foregoing commitments shall survive any termination of discussions between the parties, and shall continue for a period of three (3) years following the date of this Agreement.\n8. Miscellaneous. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns, provided that Confidential Information may not be assigned without the prior written consent of the Discloser. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.\n9. Governing Law and Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the United Kingdom, and shall be binding upon the parties hereto in United Kingdom and worldwide.\n10. Remedies. Recipient agrees that its obligations hereunder are necessary and reasonable in order to protect the Discloser and its business, and expressly agrees that monetary damages would be inadequate to compensate the Discloser for any breach of any covenants and agreements set forth herein. Accordingly, Recipient agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the Discloser and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Discloser shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.\nFor and on behalf of For and on behalf of\nMMGRP Limited [ ]\nPrint Name Print Name\nPosition Position\nDate: Date:\nMMGRP Limited, 145 \u2013 157 St Johns Street, London, EC1V 4PW\nCompany Number: 07527443 DPA Registration Number: Z2553231\nt. +44 (0) 207 873 2421 f. +44 (0) 844 443 2349 e. sales@mmgrp.co.uk\n", "spans": [ [ 0, 30 ], [ 31, 125 ], [ 126, 134 ], [ 135, 298 ], [ 299, 302 ], [ 303, 354 ], [ 354, 407 ], [ 408, 420 ], [ 420, 630 ], [ 631, 646 ], [ 646, 1128 ], [ 1128, 1217 ], [ 1217, 1388 ], [ 1388, 1552 ], [ 1552, 1610 ], [ 1611, 1658 ], [ 1658, 1793 ], [ 1793, 2069 ], [ 2069, 2492 ], [ 2492, 2942 ], [ 2942, 3093 ], [ 3094, 3119 ], [ 3119, 3422 ], [ 3422, 3624 ], [ 3625, 3649 ], [ 3649, 3892 ], [ 3893, 3916 ], [ 3916, 4300 ], [ 4301, 4310 ], [ 4310, 4490 ], [ 4491, 4509 ], [ 4509, 4735 ], [ 4735, 4835 ], [ 4836, 4871 ], [ 4871, 5071 ], [ 5072, 5086 ], [ 5086, 5371 ], [ 5371, 5808 ], [ 5809, 5850 ], [ 5851, 5868 ], [ 5869, 5890 ], [ 5891, 5908 ], [ 5909, 5920 ], [ 5921, 5979 ], [ 5980, 6009 ], [ 6009, 6038 ], [ 6039, 6107 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 25 ] }, "nda-15": { "choice": "Entailment", "spans": [ 27 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 10 ] }, "nda-1": { "choice": "Entailment", "spans": [ 10 ] }, "nda-19": { "choice": "Entailment", "spans": [ 29 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 25 ] }, "nda-3": { "choice": "Entailment", "spans": [ 10 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 17 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 22 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 17 ] }, "nda-4": { "choice": "Entailment", "spans": [ 16 ] } } } ], "document_type": "search-pdf", "url": "https://www.mmgrp.co.uk/i/downloads/Non_Disclosure_Agreement.pdf" }, { "id": 270, "file_name": "Non_Disclosure_Canada_BC.pdf", "text": "Mutual Non-Disclosure & Stand Still Agreement\nThis Mutual Non-Disclosure Agreement (\u201cAgreement\u201d) is made between Adroit Investments L.L.C. (\u201cAIL\u2019) and _______________________________________________________ (\u201cCompany\u201d) these companies, which may sometimes hereinafter be referred to as (\u201cthe parties\u201d)\nIt is understood and agreed to that the parties would like to exchange certain information that may be considered confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information, the parties agree as follows:\nThe confidential information to be disclosed under this Agreement (\u201cConfidential Information\u201d) can be described as and includes:\n1. Technical and business information relating to proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as \u201cConfidential Information\u201d at the time of its disclosure.\nIn addition to the above, Confidential Information shall also include, and the parties shall have a duty to protect, other confidential and/or sensitive information which is:\n(a) Disclosed as such in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or\n(b) Disclosed in any other manner and identified as confidential at the time of disclosure and is also summarized and designated as confidential in a written memorandum delivered within thirty (30) days of the disclosure.\n2. The parties shall use the Confidential Information only for the purpose of evaluating potential business, employment and/or investment relationships.\n3. The parties shall limit disclosure of Confidential Information within its own organization to its directors, officers, partners, members, agents, advisors, funders, bankers, consultants and/or employees having a need to know. The parties shall satisfy its obligations under this paragraph if it takes affirmative measures to ensure compliance with these confidentiality obligations by its employees, agents, consultants and others who are permitted access to or use of the Confidential Information.\n4. This Agreement imposes no obligation upon the parties with respect to any Confidential Information (a) that was possessed before receipt; (b) is or becomes a matter of public knowledge through no fault of receiving party; (c) is rightfully received from a third party not owing a duty of confidentiality; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing party; or (e) is independently developed.\n5. The parties warrant that they have the right to make the disclosures under this Agreement.\n6. This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon either party any rights, license or authority in or to the information exchanged, except the limited right to use Confidential Information specified in paragraph 2. Furthermore and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement.\n7. The Company will not, without the prior written consent of \u201cAIL\u201d for a period of forty five days (45), enter into any agreement regarding, or negotiate with, solicit, encourage, or furnish information to, or participate in any discussion with, any person, entity or organization in connection with any proposal for a business combination or acquisition or purchase involving any of such persons or entities, the Assets or the Stock, and the Company will immediately terminate any present discussions or negotiations concerning the same.\n8. Both parties acknowledge and agree that the exchange of information under this Agreement shall not commit or bind either party to any present or future contractual relationship (except as specifically stated herein), nor shall the exchange of information be construed as an inducement to act or not to act in any given manner.\n9. Neither party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, or otherwise, based on either party\u2019s decision to use or rely on any information exchanged under this Agreement.\n10. If there is a breach or threatened breach of any provision of this Agreement, it is agreed and understood that the non-breaching party shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; provided however, no specification in this Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement.\n11. This Agreement states the entire agreement between the parties concerning the disclosure of Confidential Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and signed by authorized representatives of both parties. This Agreement is made under and shall be construed according to the laws of the Alberta, Canada. In the event that this agreement, is breached, any and all disputes must be settled in a court of competent jurisdiction in the Province of British Columbia, Canada.\n12. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.\nWHEREFORE, the parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein.\nAdroit Investment L.L.C (AIL)\nName: ________________________________________________________________\nSignature: ________________________________________________________________\nDate: ________________________________________________________________\n______________________________________ (Company)\nName: ________________________________________________________________\nTitle: ________________________________________________________________\nSignature: ________________________________________________________________\nDate: ________________________________________________________________\n", "spans": [ [ 0, 45 ], [ 46, 151 ], [ 151, 207 ], [ 207, 301 ], [ 302, 430 ], [ 430, 572 ], [ 573, 701 ], [ 702, 1167 ], [ 1168, 1342 ], [ 1343, 1472 ], [ 1473, 1694 ], [ 1695, 1847 ], [ 1848, 2077 ], [ 2077, 2349 ], [ 2350, 2452 ], [ 2452, 2491 ], [ 2491, 2575 ], [ 2575, 2658 ], [ 2658, 2784 ], [ 2784, 2815 ], [ 2816, 2909 ], [ 2910, 3179 ], [ 3179, 3313 ], [ 3314, 3414 ], [ 3414, 3853 ], [ 3854, 4183 ], [ 4184, 4499 ], [ 4500, 4961 ], [ 4962, 5177 ], [ 5177, 5306 ], [ 5306, 5404 ], [ 5404, 5569 ], [ 5570, 5842 ], [ 5843, 5995 ], [ 5996, 6025 ], [ 6026, 6032 ], [ 6032, 6096 ], [ 6097, 6108 ], [ 6108, 6172 ], [ 6173, 6179 ], [ 6179, 6243 ], [ 6244, 6283 ], [ 6283, 6292 ], [ 6293, 6299 ], [ 6299, 6363 ], [ 6364, 6371 ], [ 6371, 6435 ], [ 6436, 6447 ], [ 6447, 6511 ], [ 6512, 6518 ], [ 6518, 6582 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 21, 22 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 6, 7 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 7, 8, 9, 10 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 14, 19 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 8, 10 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 12 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 14, 17 ] }, "nda-5": { "choice": "Entailment", "spans": [ 12 ] }, "nda-4": { "choice": "Entailment", "spans": [ 11 ] } } } ], "document_type": "search-pdf", "url": "http://www.cccabc.bc.ca/act/actions/2007/NFS/Non_Disclosure_Canada_BC.pdf" }, { "id": 271, "file_name": "Non_disclodure_contract.pdf", "text": "Non-Disclosure Agreement\nBetween\nEBZ \nBleicherstra\u00dfe 7\n88212 Ravensburg\n\u2013 herein referred to as PURCHASER \u2013\nand\n(company name and address)\n\u2013 herein referred to as CONTRACTOR \u2013\nI. The PURCHASER and the CONTRACTOR intend to cooperate.\nII. Within this cooperation, it is necessary that the PURCHASER makes available confidential documents, information, knowledge, samples and data to the CONTRACTOR.\nIII. For the reasons mentioned above, the CONTRACTOR is obliged to treat all documents, information, knowledge, samples and data made available to him by the PURCHASER, or made known to him at the PURCHASER, on the occasion of the cooperation strictly confidential and not to make these available to third parties in a direct or indirect way, neither entirely nor partly. In addition, the granted prices and conditions to the PURCHASER are secrecy and may not be disclosed to third parties without the express written consent of the PURCHASER.\nIV. The CONTRACTOR must neither assert copyrights or other rights on documents, information, knowledge and data based on documents, information, knowledge and data which is put down to the PURCHASER, nor make or have made objects for himself or third parties, in which or upon the manufacture of which documents, information, knowledge, samples and data by the PURCHASER directly or indirectly are used, unless the PURCHASER has given written approval explicitly beforehand.\nV. The CONTRACTOR must make all adequate arrangements in his premises, where he carries out work for the PURCHASER, in order to adhere to the non-disclosure agreement according to this agreement; he will especially ensure that third parties will not gain access to the locations where the PURCHASER orders are handled.\nVI. The CONTRACTOR is obliged to commit his employees to the appropriate secrecy in written form as far as confidential documents, information, knowledge, samples and data are made available to these in the course of the cooperation or they can gain access to documents, information, knowledge, samples and data by the PURCHASER. On request, the CONTRACTOR will present the non-disclosure agreement to the PURCHASER according to clause 1.\nVII. Beyond the scope mentioned above, the CONTRACTOR is obliged not to use any of the documents, information, knowledge, samples and data, which have been made available or which have become known to him directly or indirectly at the PURCHASER for gaining copyrights or other rights.\nVIII. The obligation to maintain secrecy as mentioned before is not valid for such documents, information, knowledge, samples and data, which have already been public at the moment of their forwarding, which have become public after their forwarding without the CONTRACTOR being responsible for this, which have been made available to the other CONTRACTOR by a third party after their forwarding in a legally allowable way and without any limitation regarding secrecy or use, which have provably been in the possession of the other CONTRACTOR already at the moment of their forwarding.\nIX. The CONTRACTOR will return all documents, information, knowledge, samples and data provided in the course of the cooperation including all copies thereof to the PURCHASER. In the case of retention of documents, information, knowledge, samples and data or copies by the CONTRACTOR or his assistants or agents, the PURCHASER may assert claim for damages.\nX. The CONTRACTOR will observe the BDSG (Bundesdatenschutzgesetz = German Data Protection Act), regulations and other regulations for the data protection. In the case that the CONTRACTOR is granted access no matter of which kind by the PURCHASER to data for performance of the contractual works in terms of the BDSG or made known such data by the PURCHASER, the CONTRACTOR will only consign Employees, Assistants or Agents with the performance of the contractual work, who are obliged to data secrecy in terms of \u00a7 5 BDSG. On request of the PURCHASER, the CONTRACTOR will present the agreement made with the Employees, Assistants or Agents.\nThe CONTRACTOR will not make available or known the data forwarded or made known by the PURCHASER in terms of the BDSG to third parties, neither directly nor indirectly, and only use it to perform the work.\nAfter completion of the work, the CONTRACTOR will return all data forwarded by the PURCHASER including the copies thereof to the PURCHASER or completely delete the data including the copies thereof.\nXI. In the case of violating the obligations mentioned above, the CONTRACTOR will pay a contract penalty for every case of violation against one of the obligations taken over in the amount of\nEuro xxx.xxx (in words: EUR xxx thousand).\nThe assertion of the actually occurred damage remains untouched, while the forfeited contract penalty is deducted.\nXII. This non-disclosure agreement as described before ends soonest after expiration of a term of five (5) years after termination of the cooperation. Should information, knowledge, documents, samples and data require secrecy without alteration at the moment of the termination of the cooperation, the agreement partners coincide that the CONTRACTOR agrees to an extension of the term, if requested by the PURCHASER.\nXIII. Should present or future provisions of this agreement partly or entirely not be legally effective or not feasible, or later lose their legal effectiveness or feasibility, the validity of the other provisions of this agreement remain untouched. In this case, every partner to the agreement can demand the agreement of a valid provision which reaches the purpose of the ineffective provision the closest.\nXIV. The exclusive court of jurisdiction for all quarrels occurring from or in connection with this agreement including the question of achieving this agreement, its termination and its continuation after termination is the Purchaser\u2019s general court of jurisdiction.\nRavensburg,\n(place and date) (place and date)\n(Firm Stamp, Signature (Firm Stamp, Signature\nPURCHASER) CONTRACTOR)\n", "spans": [ [ 0, 15 ], [ 15, 24 ], [ 25, 32 ], [ 33, 46 ], [ 47, 63 ], [ 64, 70 ], [ 70, 80 ], [ 81, 116 ], [ 117, 120 ], [ 121, 147 ], [ 148, 184 ], [ 185, 241 ], [ 242, 405 ], [ 406, 778 ], [ 778, 949 ], [ 950, 1424 ], [ 1425, 1743 ], [ 1744, 2074 ], [ 2074, 2182 ], [ 2183, 2467 ], [ 2468, 3053 ], [ 3054, 3230 ], [ 3230, 3410 ], [ 3411, 3566 ], [ 3566, 3934 ], [ 3934, 4051 ], [ 4052, 4258 ], [ 4259, 4457 ], [ 4458, 4462 ], [ 4462, 4649 ], [ 4650, 4692 ], [ 4693, 4807 ], [ 4808, 4813 ], [ 4813, 4959 ], [ 4959, 5224 ], [ 5225, 5231 ], [ 5231, 5475 ], [ 5475, 5633 ], [ 5634, 5900 ], [ 5901, 5912 ], [ 5913, 5946 ], [ 5947, 5992 ], [ 5993, 6015 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 21, 27 ] }, "nda-15": { "choice": "Entailment", "spans": [ 15 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 21 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 13, 14, 26 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 20 ] }, "nda-5": { "choice": "Entailment", "spans": [ 17 ] }, "nda-4": { "choice": "Entailment", "spans": [ 26 ] } } } ], "document_type": "search-pdf", "url": "https://www.ebz-group.com/images/pdf/Downloads_EBZ_Gruppe/Non_disclodure_contract.pdf" }, { "id": 272, "file_name": "nistmodelndareceiptofproprietaryinformationv20162fillableforwebsitedoc003pdf.pdf", "text": "NON-DISCLOSURE AGREEMENT FOR RECEIPT OF PROPRIETARY INFORMATION\nTHIS NONDISCLOSURE AGREEMENT is by and between the National Institute of Standards and Technology (\u201cNIST\u201d), which is the party receiving proprietary information, and [Name of Disclosing Party], which is the party disclosing proprietary information (\u201cDiscloser\u201d), in order to protect the confidential information which is disclosed by Discloser to NIST. The parties hereto agree as follows:\n1. The information disclosed by Discloser to NIST under this Agreement is [detailed, non-proprietary description of proprietary information] (\u201cProprietary Information\u201d). The following NIST\u2019s representative(s) will be receiving Proprietary Information: [List the names of the NIST Employees]. NIST shall not disclose the Proprietary Information to any of its employees other than those who have a need to review it and which employees are legally obligated to honor the confidentiality provisions herein.\n2. NIST shall keep the information confidential and shall use the Proprietary Information only for internal experimental purposes or evaluation of the Proprietary Information. NIST shall not make any copies of the Proprietary Information except as necessary for its employees who are entitled to review it under Section 1 above. Any copies which are made shall be identified as belonging to Discloser and marked as \u201cconfidential.\u201d\n3. To the extent permitted by law, NIST shall protect the disclosed Proprietary Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Proprietary Information as NIST uses to protect its own confidential information of a like nature.\n4. NIST shall only have a duty to protect the Proprietary Information which is disclosed to it in writing and is identified as \u201cconfidential\u201d by Discloser, or, if disclosed orally or in any other manner, if Discloser provides NIST with a written memorandum summarizing the Proprietary Information and designating such summary as \u201cconfidential\u201d within thirty (30) days of the disclosure.\n5. This Agreement is effective as of the date of the last signature (\u201cEffective Date\u201d) and shall expire after one (1) year (\u201cExpiration Date\u201d). The terms of this Agreement shall control only Proprietary Information which is disclosed to NIST between the Effective Date and the Expiration Date. All additions or modifications to this Agreement must be in writing and signed by both parties.\n6. NIST\u2019s duties under Paragraphs 3 and 4 of this Agreement shall expire three (3) years after the Proprietary Information is received.\n7. This Agreement may be terminated immediately by either party upon delivery of written notice of termination to the other party. Such termination shall not affect NIST\u2019s duties with respect to Proprietary Information disclosed prior to termination.\n8. This Agreement imposes no obligation upon NIST with respect to information which (a) was in NIST\u2019s possession before receipt from Discloser; (b) is or becomes a matter of public knowledge through no fault of NIST; (c) is received by NIST from a third party without a duty of confidentiality; (d) is disclosed by Discloser to a third party without a duty of confidentiality on the third party; (e) is disclosed by NIST with Discloser\u2019s prior written approval or (f) is developed by NIST without reference to the Proprietary Information disclosed hereunder.\n9. These provisions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by existing statute or Executive order relating to (1) classified information, (2) communications to Congress, (3) the reporting to an Inspector General of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive orders and statutory provisions are incorporated into this Agreement and are controlling.\n10. Discloser warrants that it has the right to make the disclosures under this Agreement.\n11. Neither party acquires any intellectual property rights under this Agreement. Neither party has an obligation under this Agreement to purchase, sell or license any service or item from the other party.\n12. The parties do not intend that any agency or partnership relationship be created between them by this Agreement.\n13. This Agreement is made under and shall be governed by the laws of the United States.\nIN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as follows:\nFor Discloser\nBy: _________________________________ Date: ______________________________\nName: ______________________________ Title: ________________________________\nAddress for NDA-related correspondence: ____________________________________\n____________________________________\nFor National Institute of Standards and Technology\nBy: _________________________________ By: _________________________________\nDate: ______________________________ Date: ______________________________\n[Name of Director] [Name of Division Chief]\nDirector, [Name of OU] Chief, [Name of Division]\nAddress for NDA-related correspondence:\nNIST Technology Partnerships Office\n100 Bureau Drive, Gaithersburg, Maryland 20899-2200\nRead and Acknowledged by NIST Recipients:\nName Division/OU Signature Date\nName Division/OU\nName Division/OU\nName Division/OU\n[Attach additional pages as necessary.]\nNIST EMPLOYEE -- Please route this NDA with an NDA Memo for review and signatures. When fully signed, please forward a copy of Memo and NDA to the Technology Partnerships Office (TPO) at Mail Stop 2200. Please contact TPO if you have questions at (301) 975-2573.\n", "spans": [ [ 0, 63 ], [ 64, 417 ], [ 417, 453 ], [ 454, 624 ], [ 624, 746 ], [ 746, 957 ], [ 958, 1134 ], [ 1134, 1287 ], [ 1287, 1387 ], [ 1387, 1388 ], [ 1389, 1728 ], [ 1729, 2115 ], [ 2116, 2260 ], [ 2260, 2410 ], [ 2410, 2505 ], [ 2506, 2641 ], [ 2642, 2773 ], [ 2773, 2892 ], [ 2893, 2977 ], [ 2977, 3037 ], [ 3037, 3110 ], [ 3110, 3188 ], [ 3188, 3289 ], [ 3289, 3357 ], [ 3357, 3451 ], [ 3452, 3656 ], [ 3656, 3684 ], [ 3684, 3716 ], [ 3716, 3939 ], [ 3939, 3979 ], [ 3979, 4180 ], [ 4181, 4271 ], [ 4272, 4354 ], [ 4354, 4477 ], [ 4478, 4594 ], [ 4595, 4683 ], [ 4684, 4810 ], [ 4811, 4824 ], [ 4825, 4829 ], [ 4829, 4863 ], [ 4863, 4869 ], [ 4869, 4899 ], [ 4900, 4906 ], [ 4906, 4937 ], [ 4937, 4944 ], [ 4944, 4976 ], [ 4977, 5017 ], [ 5017, 5053 ], [ 5054, 5090 ], [ 5091, 5141 ], [ 5142, 5146 ], [ 5146, 5180 ], [ 5180, 5184 ], [ 5184, 5217 ], [ 5218, 5224 ], [ 5224, 5255 ], [ 5255, 5261 ], [ 5261, 5291 ], [ 5292, 5311 ], [ 5311, 5335 ], [ 5336, 5359 ], [ 5359, 5366 ], [ 5366, 5384 ], [ 5385, 5424 ], [ 5425, 5460 ], [ 5461, 5512 ], [ 5513, 5554 ], [ 5555, 5586 ], [ 5587, 5603 ], [ 5604, 5620 ], [ 5621, 5637 ], [ 5638, 5677 ], [ 5678, 5695 ], [ 5695, 5761 ], [ 5761, 5881 ], [ 5881, 5925 ], [ 5925, 5940 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 11 ] }, "nda-19": { "choice": "Entailment", "spans": [ 17 ] }, "nda-12": { "choice": "Entailment", "spans": [ 18, 24 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 11 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "Entailment", "spans": [ 7 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 18, 21 ] }, "nda-5": { "choice": "Entailment", "spans": [ 5 ] }, "nda-4": { "choice": "Entailment", "spans": [ 6 ] } } } ], "document_type": "search-pdf", "url": "https://www.nist.gov/document/nistmodelndareceiptofproprietaryinformationv20162fillableforwebsitedoc003pdf" }, { "id": 273, "file_name": "non-disclosure-agreement_1.pdf", "text": "Marsh & McLennan Companies, Inc\n1166 Avenue of the Americas\nNew York, NY 10036\nDear Sirs\nStrictly private and confidential\nPROJECT ECLIPSE - CONFIDENTIALITY UNDERTAKING\nWe refer to our recent discussions with you in connection with the Possible Transaction (as defined below).\nIn consideration of members of our Group making Confidential Information available to you and your Representatives, you hereby agree to the following.\n1. INTERPRETATION\n1.1 In this agreement:\n\"Code\" means the UK Takeover Code issued by the Takeover Panel, as amended from time to time;\n\"Company\" means Jardine Lloyd Thompson Group plc;\n\"Confidential Information\" means all Information relating directly or indirectly to the Possible Transaction, including (a) this agreement, (b) the existence of the Possible Transaction, (c) the existence and content of the discussions and negotiations between you and us (or our respective Representatives) and (d) all Information relating to any member of our Group or any of the Company's shareholders, disclosed in any way (directly or indirectly and whether before, on or after the date of this agreement) by us, any member of our Group or any of our Representatives. Confidential Information includes all copies of any such Information and all Derivative Information.\nConfidential Information excludes:\n(i) Information that at the date of disclosure to you or your Representatives is publicly known or at any time after that date becomes publicly known or otherwise becomes available to you (otherwise than as a consequence of any breach of this agreement by you (or would constitute a breach by your Representatives, if they were a party) or which you know (or ought reasonably to have known having made reasonable enquiry) to have been disclosed in breach of any duty of confidentiality owed to us or any member of our Group);\n(ii) Information that was properly and lawfully in your or your Representatives' possession (and not subject to a confidentiality restriction) prior to the time that it was disclosed by us, any member of our Group or any of our Representatives; and\n(iii) Information independently derived by you, whether before, on or after the date of this letter, and which is not Derivative Information.\n\"Derivative Information\" means all Information created by you or your Representatives, or on your or their behalf, to the extent containing or reflecting or generated from the Confidential Information;\n\"Group\" means in relation to a party, such party's respective ultimate parent undertaking and such parent undertaking's subsidiary undertakings from time to time; \"Information\" means all information of any nature and in any form, including in writing or orally or in a visual or an electronic form or in a magnetic or digital form;\n\"JLT Group\" means the Company and each of its subsidiary undertakings from time to time;\n\"Permitted Finance Provider\" means (a) Goldman Sachs International in its capacity as a provider or prospective provider of debt finance to you or a member of your Group, and (b) any other provider or prospective provider of debt to whom we have given our prior consent in writing to you disclosing Confidential Information in accordance with paragraph 4.4, other than any such finance provider who has entered into a direct confidentiality undertaking with us in relation to the Possible Transaction on terms acceptable to us;\n\"Possible Transaction\" means the acquisition of the JLT Group by you or a member of your Group, whether by takeover offer or a scheme of arrangement, in each case pursuant to the Code;\n\"Representatives\" means the directors, officers, employees, agents and professional advisers of a party or any member of such party's Group from time to time and any Permitted Finance Providers;\n\"Restricted Person\" means any director, officer or employee of a Party or any member of their Group with whom the other Party or its Representatives comes into contact in connection with the Possible Transaction; and\n\u201cTarget Confidential Information\u201d means Information falling within paragraphs (a) to (c) of the definition of \u201cConfidential Information\u201d.\n1.2 In this agreement, a reference to:\n1.2.1 \"subsidiary undertaking\" or \"parent undertaking\" is to be construed in accordance with section 1162 (and Schedule 7) of the Companies Act 2006 and for the purposes of this definition, a subsidiary undertaking shall include any person the shares or ownership interests in which are subject to security and where the legal title to the shares or ownership interests so secured are registered in the name of the secured party or its nominee pursuant to such security; and\n1.2.2 a \"person\" includes a reference to a body corporate, association or partnership; and\n1.2.3 a \"party\" or \u201cParty\u201d is a reference to a party to this agreement and includes a reference to that party's legal personal representatives, successors and permitted assigns, and \"parties\" (and \u201cParties\u201d) shall be construed accordingly.\n1.3 The ejusdem generis principle of construction shall not apply to this agreement. Accordingly, general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words. Any phrase introduced by the terms \"other\", \"including\", \"include\" and \"in particular\" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.\n1.4 The undertakings and obligations expressed to be undertaken by each party are undertakings and obligations such party owes to the other party and to each member of the other party\u2019s Group, who may enforce relevant provisions of this agreement in accordance with paragraph 13.\n2. CONFIDENTIAL INFORMATION\n2.1 You shall treat and keep all Confidential Information as confidential and shall not, without our prior written consent, directly or indirectly disclose Confidential Information to any other person other than as permitted by paragraph 3.1. You shall ensure that the Confidential Information is protected with the same security measures and degree of care that would apply to your own confidential information.\n2.2 You shall only use the Confidential Information for the purpose of considering and implementing the Possible Transaction.\n2.3 Subject always to paragraph 4.3, we shall treat and keep all Target Confidential Information as confidential and shall not, without your prior written consent, directly or indirectly disclose such Target Confidential Information to any other person other than (i) as permitted by paragraph 3.1, (ii) to Jardine Matheson Holdings Limited (or any member of its group or its advisers in connection with the Possible Transaction) and (iii) to the Takeover Panel and the Financial Conduct Authority.\n3. PERMITTED DISCLOSURE OF CONFIDENTIAL INFORMATION\n3.1 The restrictions in paragraph 2.1 and 2.3 do not apply to the disclosure of Confidential Information or Target Confidential Information (as appropriate):\n3.1.1 to each party's respective Representatives who are directly concerned with the assessment of the JLT Group and implementation of the Possible Transaction and whose knowledge of the Confidential Information or Target Confidential Information (as appropriate) is reasonably necessary for these purposes; or\n3.1.2 to the extent required by law or regulation or by any court of competent jurisdiction or by the rules, or at the request of, any applicable governmental, supervisory or regulatory body or organisation or any stock exchange which, in each case, is lawfully entitled to require such disclosure (subject to paragraph 4).\n3.2 Each party shall ensure that any person (the \u201cRecipient\u201d) to whom any Confidential Information or Target Confidential Information (as appropriate) is disclosed by such party (the \u201cRelevant Party\u201d) in accordance with paragraph 3.1.1 complies with all the provisions of this agreement as if it were a party to this agreement (save that there shall be no obligation on either party to ensure that professional advisers or Permitted Finance Providers comply with paragraph 6.3.2), and, save as aforesaid, the Relevant Party shall be responsible for anything which would constitute a breach of the provisions of this agreement by the Recipient were they a party.\n4. ANNOUNCEMENTS AND DISCLOSURE\n4.1 Subject to paragraphs 4.2 and 4.3, neither party shall make any announcement relating to the Possible Transaction without the prior written consent of the other party.\n4.2 If either party is required by law or regulation or by any court of competent jurisdiction or by the rules, or at the request of, any applicable governmental, supervisory, stock exchange or regulatory body or organisation to make an announcement of the Possible Transaction or to disclose any Confidential Information, the relevant party shall, where and to the extent legally permissible, only make such announcement or disclosure after consultation with the other party and after considering its reasonable requirements as to the timing, content and manner of making such announcement or disclosure. If such a consultation is not possible before the announcement or disclosure is made, the party making such announcement or disclosure shall inform the other party of the circumstances, timing, content and manner of making of the announcement or disclosure as soon as reasonably practicable after such announcement or disclosure is made.\n4.3 Nothing in this agreement shall prevent the Company from making any public announcement as referred to in Rule 2.3(d) of the Takeover Code.\n4.4 Before you approach any third party other than Goldman Sachs International about the possibility of such third party providing debt finance to you or any other member of your Group in connection with the Possible Transaction, you shall inform the Company of your intention to do so and obtain prior written consent from the Company (such consent not to be unreasonably withheld, conditioned or delayed) so as to ensure that the proposed approach would not result in an obligation to:\n3.5.1 consult with the Takeover Panel under Note 1(d) on Rule 2.2(e) of the Takeover Code or under Practice Statement 20; or\n3.5.2 make an announcement under Rule 2.2(e) of the Takeover Code.\n5. RETURN OF CONFIDENTIAL INFORMATION\n5.1 You shall, upon request by us at any time:\n5.1.1 promptly destroy or return to us (at your option) all hard copy documents and other materials which are in a form reasonably capable of delivery containing or reflecting the Confidential Information and all copies thereof and ensure the destruction of all Derivative Information and confirm to us in writing that you have complied with this paragraph 5.1.1; and\n5.1.2 ensure that where Confidential Information has not been destroyed or returned under paragraph 5.1.1, all reasonable steps are taken to erase from any computer under your control any document, disk or file to the extent containing, reflecting or generated from any Confidential Information and that, following such erasure, no steps will be taken to access or recover such material,\nsave that you will be entitled to retain such copies of such Confidential Information (a) to the extent required by law or regulation, (b) to the extent required by your internal compliance procedures, or (c) to the extent contained as back-ups or archives as a matter of reasonable routine process on your electronic information management and communications systems or servers and for which deletion or destruction would not be reasonably practicable (provided that no step will be taken to access or recover such Confidential Information and provided that such Confidential Information shall continue to be held subject to the terms of this agreement).\n5.2 Any Confidential Information which, notwithstanding paragraph 5.1 is retained, will continue to be held subject to the terms of this agreement and you shall not further use or disclose to any person any such Confidential Information.\n6. CONTACT WITH US, THE JLT GROUP AND OTHERS\n6.1 You shall direct all communications and questions regarding the Possible Transaction only to Geoffrey Howe, Dominic Burke or Derek Walsh of the Company or to Conor Hillery of J.P. Morgan or Tim Lewis or Katherine Moir of Clifford Chance LLP, save with prior consent from the Company.\n6.2 You acknowledge and agree that any consent or authorisation required under this agreement shall only be given on our behalf by Geoffrey Howe or Derek Walsh of the Company. For the avoidance or doubt, written consent or authorisation may be provided by email.\n6.3 Neither party shall (and each party shall procure that its directors, officers, employees, representatives and agents shall not) directly or indirectly, without the prior written consent of the other party, at any time during the period of 12 months from the date of this agreement:\n6.3.1 except as otherwise permitted by this Agreement and subject to paragraph 6.4, initiate or knowingly engage in discussions in connection with the Possible Transaction with any shareholder, employee (including the JLT directors nominated by Jardine Matheson Holdings Limited (or its subsidiary) but excluding any other director of a Party who is also an employee), customer or supplier of or lender to any member of the other party's Group; or\n6.3.2 solicit, engage or employ (whether paid or unpaid) any Restricted Person of the other Party. For the avoidance of doubt this restriction shall not prohibit either Party from engaging or employing any such Restricted Person who has responded to a bona fide recruitment advertisement not specifically targeted at such Restricted Person or from engaging or employing any Restricted Person whose employment has been terminated by the party by whom such Restricted Person was employed, provided that such employment and engagement commences following such termination.\n6.4 You may initiate or engage in discussions in connection with the Possible Transaction with any shareholder of the Company once the restrictions under paragraph 10.1 have ceased to apply pursuant to paragraphs 10.3.1, 10.3.2 or 10.3.3 provided, in each case, that you have, prior to such time, announced a firm intention to make an offer for the Company pursuant to the Takeover Code that is upon announcement recommended by the committee of independent Company directors.\n7. ACTING AS PRINCIPAL\nYou confirm that you are acting in this matter as principal and not as nominee, agent or broker for or acting in concert with any other person and that you will be responsible for your own costs whether incurred by you or your Representatives in connection with the Possible Transaction (whether or not it proceeds) and in complying with the terms of this agreement.\n8. INSIDE INFORMATION AND MARKET ABUSE\nYou acknowledge that some or all of the Confidential Information relating to the Company may be information which is not public or otherwise generally available and is of a kind such that a person who has that information would be prohibited or restricted from using it to deal in the financial instruments of the Company under Part V Criminal Justice Act 1993, the EU Market Abuse Regulation or other applicable insider dealing, market abuse or similar law. You shall not use any of the Confidential Information to deal, or to encourage anyone else to deal, in any the financial instruments of the Company. You shall not otherwise use or disclose any Confidential Information in a way that amounts to market abuse under the EU Market Abuse Regulation or contravenes Part V Criminal Justice Act 1993 or any other applicable insider dealing, market abuse or similar law.\n9. TAKEOVER CODE\n9.1 Each Party acknowledges that the Possible Transaction is governed by the Takeover Code which, amongst other things, requires persons in possession of confidential information to conduct themselves such as to minimise the chances of a leak of such information.\n9.2 Each Party confirms that it is taking, or will take, appropriate legal and financial advice on the application of the Takeover Code to the Possible Transaction.\n9.3 Each Party confirms that it understands the requirements of Rule 2 of the Takeover Code (and Practice Statement 20) and, in particular, (i) the need for secrecy prior to announcement of any Possible Transaction; (ii) the obligation to minimise the chances of a leak; and (iii) the \u201cRule of 6\u201d as it is applied to the restriction on extending discussions beyond a very limited number of people.\n9.4 Nothing in this agreement shall oblige the Company to take any action or not take any action with the Takeover Panel determines would not be permitted by Rule 21.2 of the Code.\n10. STANDSTILL AGREEMENT\n10.1 For a period of 12 months starting on the date of this agreement, and unless terminated in accordance with paragraph 10.3 below, you shall not, and shall procure that none of your concert parties shall, either alone or acting in concert with other persons, directly or indirectly, without the prior written consent of the Company:\n10.1.1 acquire, offer to acquire, agree to acquire or procure or induce another person to acquire, any interest(s) in securities of the Company;\n10.1.2 do or omit to do any act as a result of which you or any of your concert parties may acquire any interest(s) in securities of the Company;\n10.1.3 until such time as you or any of your concert parties makes an announcement of a firm intention to make an offer for the Company pursuant to the Takeover Code that is upon announcement recommended by the committee of independent Company directors (\u201cyour Recommended Offer\u201d), announce, make, or procure or induce any other person to announce or make, any offer for all or any of the securities of the Company or do or omit to do any act as a result of which you or any of your concert parties may become obliged (under the Takeover Code or otherwise) to announce or make an offer for all or any of the securities of the Company;\n10.1.4 make or in any way participate in any solicitation of votes or any attempt to influence votes from or by any holder of shares in the Company in connection with any vote of the holders of any such securities, except for the purposes of soliciting votes in favour of a scheme of arrangement to implement your Recommended Offer;\n10.1.5 seek to control or in any way influence the management, the board of directors or the policies or affairs of the Company; or\n10.1.6 enter into any agreement, arrangement or understanding (whether legally binding or not) with any person relating to or connected with any of the foregoing.\n10.2 You shall ensure that each member of your Group and each director, officer, employee and agent of you or your Group complies with paragraph 10.1.\n10.3 The restrictions in paragraph 10.1 shall cease to apply from the time that:\n10.3.1 your Recommended Offer lapses and Rule 35.1 of the Takeover Code applies to you or any of your concert parties;\n10.3.2 an announcement is made pursuant to Rule 2.7 of the Takeover Code in relation to a firm offer for shares in the Company by any third party (including, for the avoidance of doubt, when the announcement of a firm intention to make an offer is made because a third party becomes obliged to make an offer pursuant to Rule 9 of the Takeover Code); or\n10.3.3 any person becomes interested in securities of the Company equivalent to 15% or more of the entire issued share capital of the Company following your Recommended Offer.\n10.4 The provisions of paragraph 10.1 shall not apply to (i) dealings by any exempt principal trader in the same group as your financial adviser provided any dealings comply with Rule 38 of the Takeover Code; and (ii) the acquisition or disposals of interest in securities of the Company in the ordinary course of business by any of your concert parties which are investment banking and/or full service security firms, provided that such activities are not on your behalf and that no Confidential Information shall be used in connection with such activities.\n10.5 For the purposes of this agreement:\n10.5.1 \"acting in concert\" has the meaning given in and shall be construed in accordance with the UK Takeover Code from time to time;\n10.5.2 \"concert party\" means any person deemed or presumed to be acting in concert with a party;\n10.5.3 \"offer\" means a general, partial, tender or other type of offer including, without limitation, an acquisition, takeover or merger transaction (however effected), reverse takeover, scheme of arrangement or other court scheme, offer by a parent company for shares in its subsidiary undertaking, share exchange or similar transaction; and\n10.5.4 \"interests in securities\" has the meaning given in and shall be construed in accordance with the Takeover Code from time to time.\n11. NO REPRESENTATIONS; NO OFFER\n11.1 You acknowledge that neither we nor any member of our Group nor our Representatives:\n11.1.1 accepts any responsibility for or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or reasonableness of any Confidential Information provided to you;\n11.1.2 will be liable to you or to any other person in respect of any Confidential Information provided to you or its use; or\n11.1.3 is obliged to update any Confidential Information provided to you or to notify you of or to correct any inaccuracies in any such information (even if such inaccuracies are discovered subsequent to the provision of such information).\n11.2 You agree that you will not place any reliance on any statement, representation, warranty or undertaking (written or oral or in any other form) made by us, any member of our Group or our Representatives in connection with the Confidential Information, any other Information provided to you, the Possible Transaction or any other matter contemplated hereby.\n11.3 You acknowledge that you will be responsible for making your own decisions on the Confidential Information and the Possible Transaction.\n11.4 You acknowledge and agree that neither the provision of any Confidential Information nor the discussions, negotiations or any other matter in relation to the Possible Transaction constitutes an offer, inducement or invitation to acquire any part of the JLT Group, nor will they form the basis of, or any representation in relation to, any agreement to acquire any part of the JLT Group.\n11.5 Nothing in this paragraph 10 shall have the effect of limiting or restricting any liability arising as a result of fraud.\n12. DURATION\nThis agreement shall continue for 18 months after the date of this agreement.\n13. THIRD PARTY RIGHTS\nThe provisions of this agreement confer benefits on the persons referred to in paragraph 1.4 (other than us) (each, a \"Third Party\") and each Third Party will have the right under the Contracts (Rights of Third Parties) Act 1999 (the \"1999 Act\") to enforce its respective rights under this agreement. The parties to this agreement do not require the consent of any Third Party to rescind or vary this agreement (other than paragraphs 10, 13 and 16) at any time. No other person who is not a party to this agreement has any right under the 1999 Act to enforce any term of this agreement but this does not affect any right or remedy of a third party which exists or is available apart from the 1999 Act.\n14. GENERAL\n14.1 Each party acknowledges and agrees that damages alone would not be an adequate remedy for a breach of this agreement or breach of confidence and that the other party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this agreement or breach of confidence.\n14.2 The failure to exercise or delay in exercising a right or remedy provided by this agreement or by law does not impair or constitute a waiver of the right or remedy or an impairment of or a waiver of any other rights or remedies. No single or partial exercise of any right or remedy provided by this agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.\n14.3 A variation of this agreement or a waiver granted by a party or any member of its Group or its Representatives in respect of any action taken by the other party is valid only if it is in writing and signed by such party.\n14.4 To the extent that any Confidential Information is covered or protected by privilege, disclosing such Confidential Information to you or otherwise permitting disclosure of it in accordance with this agreement does not constitute a waiver of privilege or any other rights which we or any member of our Group or our respective Representatives may have in respect of such Confidential Information.\n14.5 The rights and remedies contained in this agreement are cumulative and not exclusive of any rights or remedies provided by law.\n14.6 You acknowledge and agree that no right or licence is granted to you in relation to the Confidential Information except as expressly set out in this agreement.\n14.7 The invalidity, illegality or unenforceability of any provision of this agreement does not affect the continuation in force of the remainder of this agreement.\n15. ASSIGNMENT\nNeither party shall assign, transfer, declare a trust of the benefit of or in any other way alienate any of its rights under this agreement whether in whole or in part without the consent of the other.\n16. GOVERNING LAW AND JURISDICTION\n16.1 This agreement and any non-contractual or other obligations arising out of or in connection with it are governed by English law.\n16.2 The courts of England have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this agreement, including a dispute or proceeding regarding the existence, validity or termination of this agreement or relating to any non-contractual or other obligation arising out of or in connection with this agreement or regarding the consequences of its nullity (respectively, \"Proceedings\" and \"Disputes\"), and for these purposes, each party irrevocably submits to the jurisdiction of the courts of England.\n16.3 Each party irrevocably waives any objection which it might at any time have to the courts of England being nominated as the forum to hear and decide any Proceedings and to settle any Disputes and agrees not to claim that the courts of England are not a convenient or appropriate forum.\n16.4 You acknowledge and agree that, in accordance with paragraph 13, each Third Party has the right under the 1999 Act to enforce paragraphs 16.2 and 16.3 against you and that the application of paragraphs 16.2 and 16.3 is not limited to Proceedings and Disputes between you and us but shall also apply to Proceedings and Disputes between you and any Third Party.\n17. COUNTERPARTS\nThis agreement may be executed in any number of counterparts, each of which is an original and all of which together evidence the same agreement. This agreement shall not come into effect until each party has executed at least one counterpart.\nPlease acknowledge your entry into this agreement by signing, dating and returning the enclosed copy of this agreement to us.\nYours faithfully\nfor and on behalf of\nJardine Lloyd Thompson Group plc\nAgreed and accepted by\nfor and on behalf of Marsh McLennan Companies, Inc\nDate: 442-. /3, 201$\n", "spans": [ [ 0, 31 ], [ 32, 59 ], [ 60, 78 ], [ 79, 88 ], [ 89, 122 ], [ 123, 168 ], [ 169, 276 ], [ 277, 427 ], [ 428, 445 ], [ 446, 450 ], [ 450, 468 ], [ 469, 562 ], [ 563, 612 ], [ 613, 733 ], [ 733, 753 ], [ 753, 800 ], [ 800, 925 ], [ 925, 1186 ], [ 1186, 1286 ], [ 1287, 1321 ], [ 1322, 1847 ], [ 1848, 2096 ], [ 2097, 2238 ], [ 2239, 2440 ], [ 2441, 2772 ], [ 2773, 2861 ], [ 2862, 2897 ], [ 2897, 3037 ], [ 3037, 3389 ], [ 3390, 3574 ], [ 3575, 3769 ], [ 3770, 3986 ], [ 3987, 4065 ], [ 4065, 4072 ], [ 4072, 4124 ], [ 4125, 4129 ], [ 4129, 4163 ], [ 4164, 4638 ], [ 4639, 4729 ], [ 4730, 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65 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 32, 33, 34 ] }, "nda-19": { "choice": "Entailment", "spans": [ 85 ] }, "nda-12": { "choice": "Entailment", "spans": [ 19, 22 ] }, "nda-20": { "choice": "Entailment", "spans": [ 77, 79, 80, 81, 82, 83, 85 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 92, 94, 115, 116, 117, 118, 119, 120, 121, 122 ] }, "nda-7": { "choice": "Entailment", "spans": [ 30, 58, 59, 157 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 67 ] }, "nda-13": { "choice": "Entailment", "spans": [ 19, 20 ] }, "nda-5": { "choice": "Entailment", "spans": [ 30, 58, 59 ] }, "nda-4": { "choice": "Entailment", "spans": [ 51 ] } } } ], "document_type": "search-pdf", "url": "https://www.mmc.com/content/dam/mmc-web/Files/non-disclosure-agreement.pdf" }, { "id": 274, "file_name": "non-disclosure-agreement_2.pdf", "text": "Michigan Technological University\nNon-Disclosure Agreement\nPARTIES: Michigan Technological University Electronic signature are available on this document.\n1400 Townsend Drive\nTo use, click o the signature field\nHoughton, MI 49931\nand follow the prompts.\nCompany Name and address\nIn consideration of the mutual covenants set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the Parties), and in order to protect certain administrative, financial, scientific, or technical information disclosed by one party (the Disclosing Party) to the other (Receiving Party)described below and hereinafter call \"Confidential Information\", both Parties mutually agree as follows:\n1. Michigan Technological University shall be: Disclosing Party Receiving Party Both\nshall be: Disclosing Party Receiving Party Both\nDESIGNATED REPRESENTATIVES:\n2.\nCompany:\nPI Name\nMichigan Technological University:\nPI Name:\n3. USE OF CONFIDENTIAL INFORMATION:\na.) The Party receiving the Confidential Information shall make use of the Confidential Information only for the following specific purpose(s):\nb.) The Confidential Information to be disclosed pursuant to this Agreement is described generally as:\n4. TERM:\nThis Agreement pertains only to the Confidential Information that is disclosed between the Effective Date (last signature date) and one year from that date. Each Party receiving Confidential Information under this Agreement shall maintain the information in confidence in accordance with the terms of this Agreement notwithstanding any termination of this Agreement for a period of three years from the date the Confidential Information is disclosed to the Receiving Party.\n5. IDENTIFICATION OF CONFIDENTIAL INFORMATION:\nAll Confidential Information shall be identified prior to disclosure with an appropriate marking or identification such as CONFIDENTIAL or any similar legend. If such information is disclosed either orally or visually, then the Parties will use reasonable efforts to assure protection pursuant to this Agreement. The Parties shall use reasonable effort to reduce such oral or visual Confidential Information to tangible form otherwise in compliance with this Agreement and furnish a copy to the Parties within thirty (30) business days of the original oral or visual disclosure.\n6. NON-DISCLOSURE:\nThe Receiving Party shall not disclose Confidential Information to any third party individual, corporation, or other entity without prior written consent of the Disclosing Party and shall further limit the circulation and disclosure of Confidential Information within its own organization to its employees having a \"need to know\" the Confidential Information for the purpose set forth in this Agreement, and to ensure that such employees are informed of the confidential nature thereof and agree to and are required to observe the provision of confidentiality set forth herein. The Receiving Party will not attempt to determine the content or structure, or otherwise reverse engineer or decompile any material sample, hardware or software to which it is provided access pursuant to this Agreement except as expressly provided under Section 3 of this Agreement.\n7. EXCEPTIONS TO CONFIDENTIAL INFORMATION:\nNo restriction shall exist under this Agreement with respect to any portion of the Confidential Information that is:\na. established by the Receiving Party to have been known by it at the time of receipt and reduced to written form.\nb. published or otherwise becomes generally known through no wrongful act of the Receiving Party. c. received from a third party without similar restrictions and without breach of the restrictions within this Agreement.\nd. independently developed by the Receiving Party prior to receipt of the Confidential Information.\ne. furnished to a third party by the Disclosing Party without similar restriction on the recipients' rights.\nf. approved in writing for release by the Disclosing Party.\ng. required by court order or government agency to be disclosed.\nh. disclosed by inspection of a product incorporating the Confidential Information after the product has been disclosed or sold.\n8. RETURN OF CONFIDENTIAL INFORMATION:\nAll Confidential Information delivered by either Party to the other pursuant to this Agreement shall be and remain the property of the Disclosing Party. No copies shall be made without prior written consent of the Disclosing Party. All Confidential Information including the copies made thereof is the sole property of the Disclosing Party and shall be promptly returned to the Disclosing Party or destroyed upon written request by the Disclosing Party. Nothwithstanding the foregoing, a Receiving Party may retain a single archival copy of the received Confidential Information which may be used solely for legal evidentiary purposes in the event of a dispute arising under this Agreement.\n9. STANDARD OF CARE:\nThe Receiving Party shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care that the Receiving Party uses to protect its own Confidential Information.\n10. NO LICENSE OR OTHER RIGHTS:\nNo patent, copyright, trademark, or other license express or implied, in the information is granted to Receiving Party other than to use the information in the manner and extent authorized by this Agreement. In addition, under this Agreement, neither Party has an obligation to:\na. purchase any services or item from the other party.\nb. deal exclusively with the other Party in any field.\nc. offer for sale products using or incorporating the Confidential Information.\nThe Parties do not intend that an agency, partnership, team or joint venture relationship be created between them by this Agreement.\n11. REGULATORY COMPLIANCE:\nNeither party shall disclose any Confidential Information or other information received hereunder in any manner contrary to the laws and regulations of the United States of America or any applicable foreign export laws and regulations.\n12. ASSIGNMENT:\nThis Agreement shall be binding upon the Parties, their successors, and assignors. Neither Party shall assign this Agreement nor any Confidential Information received from the other Party pursuant to this Agreement without the other Party's prior written consent.\n13. GOVERNING LAW:\nThis Agreement shall be governed by and interpreted in accordance with the laws of the State of Michigan.\n14. LIMITED WARRANTY AND LIABILITY:\nDiscloser warrants that it has the right to disclose Confidential Information to Recipient. Discloser makes no other warranties with respect to the Confidential Information and provides all information \"AS IS\" without any express or implied warranty of any kind, including any warranty as to merchantability, fitness for a particular purpose, accuracy, completeness or violation of third party intellectual property rights. Neither Party will be liable for any special, incidental or consequential damages of any kind whatsoever resulting from the disclosure, use or receipt of the Confidential Information.\n15. ENTIRE AGREEMENT:\nThis Agreement constitutes and expresses the entire Agreement of the Parties with respect to all matters pertaining to this Agreement. All previous discussions, promises, representations, and understandings relative to this Agreement, if any, between the Parties is hereby merged. Any amendment or modification to this Agreement shall be in writing and executed by duly authorized representatives of the Parties.\n16. EXECUTION:\nThis Agreement may be created as an electronic document and executed by electronic signature and deemed an original.\nMICHIGAN TECHNOLOGICAL UNIVERSITY COMPANY\n_______________________________________________ _______________________________________\n(authorized signature) (authorized signature)\n(name) (name)\nTitle Title\nDate Date\n", "spans": [ [ 0, 33 ], [ 34, 49 ], [ 49, 58 ], [ 59, 154 ], [ 155, 160 ], [ 160, 174 ], [ 175, 210 ], [ 211, 229 ], [ 230, 253 ], [ 254, 278 ], [ 279, 754 ], [ 755, 839 ], [ 840, 887 ], [ 888, 915 ], [ 916, 918 ], [ 919, 927 ], [ 928, 935 ], [ 936, 970 ], [ 971, 979 ], [ 980, 1015 ], [ 1016, 1020 ], [ 1020, 1159 ], [ 1160, 1164 ], [ 1164, 1262 ], [ 1263, 1271 ], [ 1272, 1429 ], [ 1429, 1745 ], [ 1746, 1792 ], [ 1793, 1952 ], [ 1952, 2106 ], [ 2106, 2371 ], [ 2372, 2390 ], [ 2391, 2969 ], [ 2969, 3251 ], [ 3252, 3294 ], [ 3295, 3411 ], [ 3412, 3526 ], [ 3527, 3625 ], [ 3625, 3746 ], [ 3747, 3846 ], [ 3847, 3955 ], [ 3956, 4015 ], [ 4016, 4080 ], [ 4081, 4209 ], [ 4210, 4248 ], [ 4249, 4402 ], [ 4402, 4481 ], [ 4481, 4703 ], [ 4703, 4939 ], [ 4940, 4960 ], [ 4961, 5187 ], [ 5188, 5219 ], [ 5220, 5428 ], [ 5428, 5498 ], [ 5499, 5553 ], [ 5554, 5608 ], [ 5609, 5688 ], [ 5689, 5821 ], [ 5822, 5848 ], [ 5849, 6084 ], [ 6085, 6100 ], [ 6101, 6184 ], [ 6184, 6364 ], [ 6365, 6383 ], [ 6384, 6489 ], [ 6490, 6525 ], [ 6526, 6618 ], [ 6618, 6950 ], [ 6950, 7133 ], [ 7134, 7155 ], [ 7156, 7291 ], [ 7291, 7437 ], [ 7437, 7568 ], [ 7569, 7583 ], [ 7584, 7700 ], [ 7701, 7742 ], [ 7743, 7791 ], [ 7791, 7830 ], [ 7831, 7876 ], [ 7877, 7890 ], [ 7891, 7902 ], [ 7903, 7912 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 33 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 45, 47, 52 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 10 ] }, "nda-1": { "choice": "Entailment", "spans": [ 28, 30 ] }, "nda-19": { "choice": "Entailment", "spans": [ 26 ] }, "nda-12": { "choice": "Entailment", "spans": [ 35, 39 ] }, "nda-20": { "choice": "Entailment", "spans": [ 48 ] }, "nda-3": { "choice": "Entailment", "spans": [ 29 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 32 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 46 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 35, 38 ] }, "nda-5": { "choice": "Entailment", "spans": [ 32 ] }, "nda-4": { "choice": "Entailment", "spans": [ 21 ] } } } ], "document_type": "search-pdf", "url": "https://www.mtu.edu/research/references/training/docs-new/non-disclosure-agreement.pdf" }, { "id": 275, "file_name": "non-disclosure-agreement_5.pdf", "text": "KENNETIK NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nThis Non-Disclosure and Confidentiality Agreement (this \"Agreement\") is entered into as of January 01, 2018 by and between Kennetik, a Minnesota Limited Liability Company (\"Kennetik\") and , as an Individual (\" \").\nKennetik and have indicated an interest in exploring a potential business relationship relating to: The hiring of Kennetik to perform content development & strategy, including but not limited to conceptualizing, producing and managing the client's content. (the \"Transaction\"). In connection with the parties' respective evaluation of the Transaction, Kennetik, its respective affiliates and its respective directors, officers, employees, agents or advisors (collectively, \"Representatives\") may provide or grant access to certain confidential and proprietary information to . The party disclosing its Confidential Information (as defined herein) to the other party is hereafter referred to as the \"Disclosing Party.\" The party receiving the Confidential Information of the Disclosing Party is hereafter referred to as the \"Receiving Party.\" In consideration for being furnished Confidential Information, Kennetik and agree as follows:\n1. Confidential Information. The term \"Confidential Information\" as used in this Agreement shall mean any data or information that is competitively sensitive material and not generally known to the public, including, but not limited to, information relating to any of the following: business plans, design, improvements, marketing strategies, present or future business activities, product development and plans, data, databases, documentation, flow charts, formulas, reports, specifications, finance, operations, procedures, processes, supplier lists, supplier profiles, supplier relationships, systems, computer software, inventions, know-how, object code, proprietary concepts, source code, technical information, trade secrets, customer lists, customer profiles, customer relationships, performance results, pricing, sales estimates, which the Disclosing Party considers confidential.\n2. Exclusions from Confidential Information. The obligation of confidentiality with respect to Confidential Information will not apply to any information:\na. If the information is or becomes publicly known and available other than as a result of prior unauthorized disclosure by the Receiving Party or any of its Representatives;\nb. If the information is or was received by the Receiving Party from a third party source which, to the best knowledge of the Receiving Party or its Representatives, is or was not under a confidentiality obligation to the Disclosing Party with regard to such information;\nc. If the information is disclosed by the Receiving Party with the Disclosing Party's prior written permission and approval;\nd. If the information is independently developed by the Receiving Party prior to disclosure by the Disclosing Party and without the use and benefit of any of the Disclosing Party's Confidential Information; or\ne. If the Receiving Party or any of its Representatives is legally compelled by applicable law, by any court, governmental agency or regulatory authority or by subpoena or discovery request in pending litigation but only if, to the extent lawful, the Receiving Party or its Representatives give prompt written notice of that fact to the Disclosing Party prior to disclosure so that the Disclosing Party may request a protective order or other remedy to prevent or limit such disclosure and in the absence of such protective order or other remedy, the Receiving Party or its Representatives may disclose only such portion of the Confidential Information which it is legally obligated to disclose.\n3. Obligation to Maintain Confidentiality. With respect to Confidential Information:\na. The Receiving Party and its Representatives agree to retain the Confidential Information of the Disclosing Party in strict confidence, to protect the security, integrity and confidentiality of such information and to not permit unauthorized access to or unauthorized use, disclosure, publication or dissemination of Confidential Information except in conformity with this Agreement;\nb. The Receiving Party and its Representatives shall adopt and/or maintain security processes and procedures to safeguard the confidentiality of all Confidential Information received by the Disclosing Party using a reasonable degree of care, but not less than that degree of care used in safeguarding its own similar information or material;\nc. Upon the termination of this Agreement, the Receiving Party will ensure that all documents, memoranda, notes and other writings or electronic records prepared by it that include or reflect any Confidential Information are returned or destroyed as directed by the Disclosing Party;\nd. If there is an unauthorized disclosure or loss of any of the Confidential Information by the Receiving Party or any of its Representatives, the Receiving Party will promptly, at its own expense, notify the Disclosing Party in writing and take all actions as may be necessary or reasonably requested by the Disclosing Party to minimize any damage to the Disclosing Party or a third party as a result of the disclosure or loss; and\ne. The obligation not to disclose Confidential Information shall remain in effect until 2 years from the date hereof or until the Confidential Information ceases to be a trade secret, except to the extent that such Confidential Information is excluded from the obligations of confidentiality under this Agreement pursuant to Paragraph 2 above.\n4. Non-Disclosure of Transaction. Without the Disclosing Party's prior written consent, neither the Receiving Party nor its Representatives shall disclose to any other person, except to the extent, the provisions of Paragraph 2 apply: (a) the fact that Confidential Information has been made available to it or that it has inspected any portion of the Confidential Information; (b) the fact that the Disclosing Party and the Receiving Party are having discussions or negotiation concerning the Transaction; or (c) any of the terms, conditions or other facts with respect to the Transaction.\n5. Representatives. The Receiving Party will take reasonable steps to ensure that its Representatives adhere to the terms of this Agreement. The Receiving Party will be responsible for any breach of this Agreement by any of its Representatives.\n6. Disclaimer. There is no representation or warranty, express or implied, made by the Disclosing Party as to the accuracy or completeness of any of its Confidential Information. Except for the matters set forth in this Agreement, neither party will be under any obligation with regard to the Transaction. Either party may, in its sole discretion: (a) reject any proposals made by the other party or its Representatives with respect to the Transaction; (b) terminate discussions and negotiations with the other party or its Representatives at any time and for any reason or for no reason; and (c) change the procedures relating to the consideration of the Transaction at any time without prior notice to the other party.\n7. Remedies. Each party agrees that use or disclosure of any Confidential Information in a manner inconsistent with this Agreement will give rise to irreparable injury for which: (a) money damages may not be a sufficient remedy for any breach of this Agreement by such party; (b) the other party may be entitled to specific performance and injunction and other equitable relief with respect to any such breach; (c) such remedies will not be the exclusive remedies for any such breach, but will be in addition to all other remedies available at law or in equity; and (d) in the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in a final non-appealable order that one party, or any of its Representatives, has breached this Agreement, such party will be liable for reasonable legal fees and expenses incurred by the other party in connection with such litigation, including, but not limited to, any appeals.\n8. Notices. All notices given under this Agreement must be in writing. A notice is effective upon receipt and shall be sent via one of the following methods: delivery in person, overnight courier service, certified or registered mail, postage prepaid, return receipt requested, addressed to the party to be notified at the below address or by facsimile at the below facsimile number or in the case of either party, to such other party, address or facsimile number as such party may designate upon reasonable notice to the other party.\nKennetik\nAlexander Londo, CCO\n8400 Normandale Lake Blvd. Suite 920\nMinneapolis, MN 55437\nPhone number: (612) 405-8999\n9. Termination. This Agreement will terminate on the earlier of: (a) the written agreement of the parties to terminate this Agreement; (b) the consummation of the Transaction; or (c) 5 years from the date hereof.\n10. Amendment. This Agreement may be amended or modified only by a written agreement signed by both of the parties.\n11. Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Minnesota, without regard to the principles of conflict of laws. Each party consents to the exclusive jurisdiction of the courts located in the State of Minnesota for any legal action, suit or proceeding arising out of or in connection with this Agreement. Each party further waives any objection to the laying of venue for any such suit, action or proceeding in such courts.\n12. Miscellaneous. This Agreement will inure to the benefit of and be binding on the respective successors and permitted assigns of the parties. Neither party may assign its rights or delegate its duties under this Agreement without the other party's prior written consent. In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement. Neither party will be charged with any waiver of any provision of this Agreement, unless such waiver is evidenced by a writing signed by the party and any such waiver will be limited to the terms of such writing.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.\nKennetik Alexander Londo, CCO\nFull Name Representative Signature Representative Name and Title\nFull Name Representative Signature Representative Name and Title\n", "spans": [ [ 0, 53 ], [ 54, 267 ], [ 268, 525 ], [ 525, 546 ], [ 546, 845 ], [ 845, 986 ], [ 986, 1110 ], [ 1110, 1203 ], [ 1204, 1233 ], [ 1233, 2092 ], [ 2093, 2138 ], [ 2138, 2247 ], [ 2248, 2422 ], [ 2423, 2694 ], [ 2695, 2819 ], [ 2820, 3029 ], [ 3030, 3725 ], [ 3726, 3769 ], [ 3769, 3810 ], [ 3811, 4196 ], [ 4197, 4538 ], [ 4539, 4822 ], [ 4823, 5255 ], [ 5256, 5599 ], [ 5600, 5634 ], [ 5634, 5835 ], [ 5835, 5978 ], [ 5978, 6110 ], [ 6110, 6190 ], [ 6191, 6211 ], [ 6211, 6332 ], [ 6332, 6435 ], [ 6436, 6451 ], [ 6451, 6615 ], [ 6615, 6742 ], [ 6742, 6784 ], [ 6784, 6889 ], [ 6889, 7029 ], [ 7029, 7156 ], [ 7157, 7170 ], [ 7170, 7336 ], [ 7336, 7433 ], [ 7433, 7568 ], [ 7568, 7723 ], [ 7723, 8110 ], [ 8111, 8123 ], [ 8123, 8182 ], [ 8182, 8645 ], [ 8646, 8654 ], [ 8655, 8675 ], [ 8676, 8681 ], [ 8681, 8692 ], [ 8692, 8712 ], [ 8713, 8734 ], [ 8735, 8749 ], [ 8749, 8763 ], [ 8764, 8780 ], [ 8780, 8829 ], [ 8829, 8899 ], [ 8899, 8943 ], [ 8943, 8976 ], [ 8977, 8992 ], [ 8992, 9092 ], [ 9093, 9111 ], [ 9111, 9269 ], [ 9269, 9461 ], [ 9461, 9579 ], [ 9580, 9599 ], [ 9599, 9725 ], [ 9725, 9854 ], [ 9854, 10169 ], [ 10169, 10381 ], [ 10382, 10485 ], [ 10486, 10515 ], [ 10516, 10580 ], [ 10581, 10645 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 21 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 25, 26, 27, 28 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 9 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 23 ] }, "nda-12": { "choice": "Entailment", "spans": [ 11, 15 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 21 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 11, 16 ] }, "nda-13": { "choice": "Entailment", "spans": [ 11, 13 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "https://kennetik.com/non-disclosure-agreement.pdf" }, { "id": 276, "file_name": "non-disclosure-agreement_8.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (the \"Agreement\") is entered into by and between __________________________________________________ located at ____________________________________________________________________________________ _____________________________________________________________, (the \"Disclosing Party\") and __________________________________________________ located at ____________________________________________________________________________________ _______________________________________________________________________, (the \"Receiving Party\") on ________ day of ______________, _________ for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship concerning the disclosure of certain proprietary and confidential information (\"Confidential Information\").\n1. Confidential Information\nFor purposes of this Agreement, \"Confidential Information\" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word \"Confidential\" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constitutes Confidential Information.\n2. Exclusions from Confidential Information\nReceiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.\n3. Obligations of Receiving Party\n3.1 Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party.\n3.2 Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign non-disclosure restrictions at least as protective as those in this Agreement.\n3.3 Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information.\n3.4 Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.\n4. Time Periods\nThe non-disclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.\n5. No Warranty\nAll Confidential Information is provided by Disclosing Party \u201cAS IS\u201d and without any warranty, express, implied or otherwise, regarding the Confidential Information\u2019s completeness, accuracy or performance.\n6. Remedies\nBoth parties to this Agreement acknowledge and agree that the Confidential Information hereunder this Agreement is of a unique and valuable nature, and that the unauthorized distribution and broadcasting of the Confidential Information could have the potential to destroy and, at the very least, diminish the value of such information.The damages that the Disclosing Party could sustain as a direct result of the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to claim injunctive relief that would prevent the dissemination of any Confidential Information that would be in violation of the terms set forth herein this Agreement. Any such injunctive relief provided shall be in addition to any other available remedies hereunder, whether at law or in equity. The Disclosing Party shall be entitled to recover any sustained costs and/or fees, including, but not limited to, any reasonable attorney\u2019s fees which may be incurred while attempting to obtain any such relief. Furthermore, in the event of any litigation which may be related to this Agreement, the prevailing party shall be entitled to recover any such reasonable attorney\u2019s fees and expenses incurred.\n7. Notice of Breach\nThe Receiving Party shall immediately notify the Disclosing Party upon discovering any unauthorized use of disclosure of Confidential Information by the Receiving Party or its Representatives, or any other breach of this Agreement by the Receiving Party or its Representatives, and will cooperate with any efforts by the DIsclosing Party to assist the Disclosing Party to regain the possession of its Confidential Information and thus prevent its further unauthorized use.\n8. Relationships\nNothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.\n9. Severability\nIf a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.\n10. Integration\nThis Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing signed by both parties.\n11. Waiver\nThe failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.\n12. Transfer or Assign\nThis Agreement and each party's obligations shall be binding on the representatives, assigns and successors of such party. Each party has signed this Agreement through its authorized representative.\n13. Miscellaneous\nParagraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the aforementioned\neffective date.\nDISCLOSING PARTY\nSignature: _____________________________________________________\nName ___________________________ Date: _______________\nRECEIVING PARTY\nSignature _____________________________________________________\nName ___________________________\n", "spans": [ [ 0, 24 ], [ 25, 45 ], [ 45, 104 ], [ 104, 155 ], [ 155, 166 ], [ 166, 251 ], [ 251, 314 ], [ 314, 343 ], [ 343, 394 ], [ 394, 405 ], [ 405, 490 ], [ 490, 563 ], [ 563, 606 ], [ 606, 736 ], [ 736, 903 ], [ 904, 931 ], [ 932, 1144 ], [ 1144, 1302 ], [ 1302, 1482 ], [ 1483, 1526 ], [ 1527, 1616 ], [ 1616, 1741 ], [ 1741, 1829 ], [ 1829, 1968 ], [ 1968, 2051 ], [ 2052, 2085 ], [ 2086, 2242 ], [ 2243, 2511 ], [ 2512, 2798 ], [ 2799, 3042 ], [ 3043, 3058 ], [ 3059, 3458 ], [ 3459, 3473 ], [ 3474, 3679 ], [ 3680, 3691 ], [ 3692, 4027 ], [ 4027, 4198 ], [ 4198, 4448 ], [ 4448, 4577 ], [ 4577, 4788 ], [ 4788, 4980 ], [ 4981, 5000 ], [ 5001, 5473 ], [ 5474, 5490 ], [ 5491, 5642 ], [ 5643, 5658 ], [ 5659, 5834 ], [ 5835, 5850 ], [ 5851, 6038 ], [ 6038, 6113 ], [ 6114, 6124 ], [ 6125, 6238 ], [ 6239, 6261 ], [ 6262, 6385 ], [ 6385, 6460 ], [ 6461, 6478 ], [ 6479, 6621 ], [ 6622, 6714 ], [ 6715, 6730 ], [ 6731, 6747 ], [ 6748, 6759 ], [ 6759, 6812 ], [ 6813, 6818 ], [ 6818, 6846 ], [ 6846, 6852 ], [ 6852, 6867 ], [ 6868, 6883 ], [ 6884, 6894 ], [ 6894, 6947 ], [ 6948, 6953 ], [ 6953, 6980 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 29 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Entailment", "spans": [ 16 ] }, "nda-1": { "choice": "Entailment", "spans": [ 16, 17, 18 ] }, "nda-19": { "choice": "Entailment", "spans": [ 31 ] }, "nda-12": { "choice": "Entailment", "spans": [ 19, 20, 21, 22, 23, 24 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 29 ] }, "nda-3": { "choice": "Entailment", "spans": [ 17, 18 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 27 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 28 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 20, 21, 22, 23, 24 ] }, "nda-5": { "choice": "Entailment", "spans": [ 27 ] }, "nda-4": { "choice": "Entailment", "spans": [ 28 ] } } } ], "document_type": "search-pdf", "url": "https://d3pbdh1dmixop.cloudfront.net/pdfexpert/img/howto/templates/pdf/non-disclosure-agreement.pdf" }, { "id": 277, "file_name": "non-disclosure_201302814_english_.pdf", "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Agreement is made as of _________, 2013, between Canada Mortgage and Housing Corporation (\u201cCMHC\u201d)\n and [confirm full legal name] (the \u201cProponent\u201d).\nWHEREAS, in connection with a Request for Proposal that has been issued by CMHC with respect to the provision of absence management services (the \u201cRFP\u201d), CMHC will make available to the Proponent certain confidential and proprietary information regarding CMHC, its employees and its absence management practices in order to allow the Proponent to make decisions with respect to the preparation and submission of a proposal;\nNOW THEREFORE, FOR VALUE RECEIVED, the parties agree as follows:\nARTICLE 1: CONFIDENTIAL INFORMATION\n1.1 \"Confidential Information\" means all non-public information of CMHC and the Absence Management Services, and all personal information of CMHC employees, disclosed to the Proponent in aggregate or otherwise, including, without limitation, any functional, technical, operational and business information relating to CMHC or its Absence Management Program including, but not limited to, demographics, policies, procedures, absence management details, financial data, product/service specifications and designs, data models, member data, medical data, return to work plans and communication plans. It also includes information orally disclosed if the disclosing party indicates at the time of disclosure the confidential or proprietary nature of the information.\nARTICLE 2: RESTRICTIONS ON USE AND DISCLOSURE OF CONFIDENTIAL INFORMATION\n2.1 Confidentiality. The Proponent shall hold the Confidential Information in the strictest of confidence, and shall not disclose, directly or indirectly, any Confidential Information to any person or entity outside of the Proponent without the prior written consent of CMHC. The Proponent shall employ such precautions as are necessary to prevent unauthorized use, access to and disclosure of Confidential Information, including but not limited to, ensuring that Confidential Information is disclosed only to those of its and its affiliates\u2019 officers and employees who: (a) have a need to know the same; (b) have been advised of the proprietary and confidential nature of the information, and the confidentiality obligations set out in this Agreement; and (c) who are bound by a similar duty of confidentiality.\n2.2 Use. The Proponent agrees to use the Confidential Information solely for the purpose of making decisions related to the preparation and submission of a proposal in response to the RFP and not for any other purpose.\n2.3 Return of Documents. The Proponent agrees that all originals, copies, records, notes and summaries (paper or electronic) of any nature provided by CMHC, including the Confidential Information, and all copies thereof, shall be surrendered or, at CMHC\u2019s option, certified destroyed, to CMHC immediately upon request. The Proponent shall notify CMHC immediately upon discovery of any unauthorized use or disclosure of the Confidential Information.\nARTICLE 3: REMEDIES\n3.1 The Proponent agrees that a breach by it of any term or condition of this Agreement would result in serious and irreparable harm to CMHC which could not be completely compensated by monetary damages. The Proponent expressly agrees that CMHC shall be entitled to secure an appropriate legal remedy, including injunction or declaratory judgment, in the event of a breach or threatened breach of any term of this Agreement to enable CMHC to protect its rights hereunder.\n3.2 All rights and remedies conferred under this Agreement or by any other instrument or law shall be cumulative, and may be exercised singularly or concurrently. Failure by CMHC to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.\n3.3 The Proponent agrees to indemnify and hold harmless CMHC from and against all losses, expenses, claims and liability arising out of any breach by the Proponent or its affiliates, or their respective officers, employees or representatives of this Agreement.\nARTICLE 4: GENERAL\n4.1 Notices. All notices required under this Agreement shall be in writing and shall be deemed to have been given on the next day by fax or other electronic means or upon personal delivery, or in ten (10) days upon delivery in the mail, first class, with postage prepaid. Notices shall be sent to the addresses indicated below unless written notification of change of address shall have been given.\nIf to CMHC: CANADA MORTGAGE AND HOUSING CORPORATION\n700 Montreal Road\nOttawa, Ontario K1A 0P7\nAttention: [insert name]\nFax: [insert fax no]\nIf to Proponent: [insert details as above]\n4.2 Amendment. Except as otherwise provided herein, this Agreement shall not be amended or modified, nor shall any waiver of any right hereunder be effective, unless set forth in a document executed by both parties.\n4.3 Access to Information Legislation. The Proponent expressly acknowledges that as a federal crown corporation, CMHC is subject to access to information legislation. Nothing herein is intended to restrict the application of access to information legislation.\n4.4 Entire Agreement. This Agreement constitutes the entire agreement with respect to the subject matter hereof and supersedes any other agreement or discussion, oral or written. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.\n4.5 Severability. If any part of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining terms shall remain in full force and effect.\n4.6 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the Province of Ontario, to which jurisdiction the parties attorn notwithstanding their current or future domicile.\n4.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. Counterparts may be executed either in original or faxed form and the parties adopt any signatures received by a receiving fax machine as original signatures of the parties.\n4.8 Continuing Obligations. The Confidential Information provided to the Proponent shall retain its confidential nature and the requirements of use and confidentiality shall survive termination of this Agreement and the return of any Confidential Information.\n4.9 Assignment. This Agreement may not be assigned or transferred in whole or in part by the Proponent without CMHC\u2019s prior written consent.\nIN WITNESS WHEREOF this Agreement has been executed on the date first written above by the parties hereto under the hands of their duly authorized signing officers.\nPROPONENT [Confirm full legal name]\nPer:_______________________________\nName:\nTitle:\nPer:_______________________________\nName:\nTitle:\nCANADA MORTGAGE AND HOUSING\nCORPORATION\nPer:_______________________________\nName:\n", "spans": [ [ 0, 44 ], [ 45, 147 ], [ 148, 149 ], [ 149, 197 ], [ 198, 621 ], [ 622, 686 ], [ 687, 722 ], [ 723, 1321 ], [ 1321, 1485 ], [ 1486, 1559 ], [ 1560, 1581 ], [ 1581, 1836 ], [ 1836, 2131 ], [ 2131, 2165 ], [ 2165, 2317 ], [ 2317, 2372 ], [ 2373, 2382 ], [ 2382, 2591 ], [ 2592, 2617 ], [ 2617, 2911 ], [ 2911, 3040 ], [ 3041, 3060 ], [ 3061, 3065 ], [ 3065, 3265 ], [ 3265, 3532 ], [ 3533, 3537 ], [ 3537, 3696 ], [ 3696, 3837 ], [ 3838, 3842 ], [ 3842, 4098 ], [ 4099, 4117 ], [ 4118, 4131 ], [ 4131, 4390 ], [ 4390, 4516 ], [ 4517, 4568 ], [ 4569, 4586 ], [ 4587, 4610 ], [ 4611, 4635 ], [ 4636, 4656 ], [ 4657, 4699 ], [ 4700, 4715 ], [ 4715, 4915 ], [ 4916, 4955 ], [ 4955, 5083 ], [ 5083, 5175 ], [ 5176, 5198 ], [ 5198, 5355 ], [ 5355, 5486 ], [ 5487, 5505 ], [ 5505, 5685 ], [ 5686, 5705 ], [ 5705, 5919 ], [ 5920, 5938 ], [ 5938, 6139 ], [ 6139, 6312 ], [ 6313, 6341 ], [ 6341, 6572 ], [ 6573, 6589 ], [ 6589, 6713 ], [ 6714, 6878 ], [ 6879, 6889 ], [ 6889, 6914 ], [ 6915, 6950 ], [ 6951, 6956 ], [ 6957, 6963 ], [ 6964, 6999 ], [ 7000, 7005 ], [ 7006, 7012 ], [ 7013, 7040 ], [ 7041, 7052 ], [ 7053, 7088 ], [ 7089, 7094 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 49, 56 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 19 ] }, "nda-3": { "choice": "Entailment", "spans": [ 8 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 12, 13, 14, 15 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 12, 13, 14, 15 ] }, "nda-4": { "choice": "Entailment", "spans": [ 17 ] } } } ], "document_type": "search-pdf", "url": "https://buyandsell.gc.ca/cds/public/2013/08/12/b427c8fc1eaa3344755074cd47c213e1/non-disclosure_201302814_english_.pdf" }, { "id": 278, "file_name": "non-disclosure_agreement.pdf", "text": "Non-Disclosure Agreement\nWHEREAS, [Company Name] is producing a film entitled ________________________ (hereinafter referred to as the Project), this agreement is made this _________________________, by and between [Company Name] and ________________________.\n1. All information disclosed by [Company Name] and/or those individuals or organizations working in collaboration with Back Burner Films, written, electronic or oral, that relates or refers directly or indi-rectly, to the Project including the script itself, shall hereafter and forever be deemed confidential and shall constitute Confidential Information.\n2. The Confidential Information shall remain the property of the [Company Name] and shall not be dis-closed or revealed to anyone except to [Company Name], its agents, licensees, successors and as-signs. The undersigned shall be responsible for any improper disclosure of Confidential Information.\n3. This agreement in no way guarantees, or suggests, that the undersigned will be employed, or compen-sated for time or expenses as it pertains to the development and evaluation of the Project. Should Back Burner Films resolve to employ the above noted, other contractual instruments may be applied.\n4. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.\nIN WITNESS WHEREOF, the parties have executed this agreement as of the day and year first written above.\n__________________________________ __________________________________\nName Date\n__________________________________ __________________________________\nAddress Telephone Number\n__________________________________ __________________________________\n[Company Representative] Date\n__________________________________ __________________________________\n[Company Representative] Date\n", "spans": [ [ 0, 15 ], [ 15, 24 ], [ 25, 78 ], [ 78, 173 ], [ 173, 234 ], [ 234, 259 ], [ 260, 616 ], [ 617, 821 ], [ 821, 914 ], [ 915, 1109 ], [ 1109, 1214 ], [ 1215, 1382 ], [ 1383, 1487 ], [ 1488, 1523 ], [ 1523, 1557 ], [ 1558, 1567 ], [ 1568, 1603 ], [ 1603, 1637 ], [ 1638, 1662 ], [ 1663, 1698 ], [ 1698, 1732 ], [ 1733, 1762 ], [ 1763, 1798 ], [ 1798, 1832 ], [ 1833, 1862 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 7 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 6, 7 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 7 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 7 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "http://shanebarr-nwrc.weebly.com/uploads/4/1/5/0/41509027/non-disclosure_agreement.pdf" }, { "id": 279, "file_name": "non-disclosure_agreement_1.pdf", "text": "NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made on 06/18/18- 06/22/18\nBETWEEN\n1. SDSS-IV LOC (the \"Disclosing Party\"); and\n2. Non-members, Name: (the \"Receiving Party\"),\ncollectively referred to as the \"Parties\".\nRECITALS\nA. The Receiving Party understands that the Disclosing Party has disclosed or may disclose information relating to the meeting of the SDSS-III collaboration. Proprietary data and papers in preparation based on those data will be discussed. Comments and participation in discussions during this meeting do not imply any expectation or reciprocation of co-authorship on published works. To the extent previously, presently, or subsequently disclosed to the Receiving Party is hereinafter referred to as \"Proprietary Information\" of the Disclosing Party.\nOPERATIVE PROVISIONS\n1. In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and (iv) not to copy or reverse engineer any such Proprietary Information. The Receiving Party shall procure that its employees, agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement\n2. Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with respect to any information after five years following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee) generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party as evidenced in writing, except to the extent that such information was unlawfully appropriated, or (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses diligent reasonable efforts to limit disclosure and has allowed the Disclosing Party to seek a protective order.\n3. Immediately upon the written request by the Disclosing Party at any time, the Receiving Party will return to the Disclosing Party all Proprietary Information and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof, save that where such Proprietary Information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate.\n4. The Receiving Party understands that nothing herein (i) requires the disclosure of any Proprietary Information or (ii) requires the Disclosing Party to proceed with any transaction or relationship.\n5. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity, nor enforceability of the remainder of this Agreement shall be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. This Agreement may not be amended for any other reason without the prior written agreement of both Parties. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.\n6. This Agreement shall be governed by the laws of the jurisdiction in which the Disclosing Party is located (or if the Disclosing Party is based in more than one country, the country in which its headquarters are located) (the \"Territory\") and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory.\n[SDSS- IV LOC] [Non-member]\nBy: _________________________________ By: _________________________________\nSDSS-IV Practices Regarding Attendance of Non-members at SDSS-IV Meetings\nWe occasionally invite non-members of the SDSS-IV collaboration to full collaboration or team meetings. Our default attitude towards this attendance is that it promotes the free exchange of ideas and is consistent with our core mission as a project. However, we also want to be careful that the conditions of this attendance are understood on both sides, particularly since authorship on SDSS-IV papers is restricted by the Publication Policy.\nAgreement of Non-disclosure of SDSS-III Data and Results I acknowledge that I have been invited to a private meeting of the SDSS-III collaboration in which proprietary data and papers in preparation based on those data will be discussed. I agree not to make use of information gained at the meeting in ways that would harm the interests of the collaboration. In addition, my comments and participation in discussions during this meeting do not imply any expectation or reciprocation of co-authorship on published works.\n", "spans": [ [ 0, 24 ], [ 25, 40 ], [ 40, 61 ], [ 61, 69 ], [ 70, 77 ], [ 78, 122 ], [ 123, 169 ], [ 170, 212 ], [ 213, 221 ], [ 222, 380 ], [ 380, 462 ], [ 462, 607 ], [ 607, 773 ], [ 774, 794 ], [ 795, 920 ], [ 920, 1185 ], [ 1185, 1297 ], [ 1297, 1456 ], [ 1456, 1527 ], [ 1527, 1791 ], [ 1792, 2036 ], [ 2036, 2204 ], [ 2204, 2389 ], [ 2389, 2447 ], [ 2447, 2548 ], [ 2548, 2766 ], [ 2767, 3223 ], [ 3224, 3279 ], [ 3279, 3341 ], [ 3341, 3424 ], [ 3425, 3577 ], [ 3577, 3760 ], [ 3760, 3890 ], [ 3890, 3998 ], [ 3998, 4357 ], [ 4358, 4744 ], [ 4745, 4760 ], [ 4760, 4772 ], [ 4773, 4777 ], [ 4777, 4811 ], [ 4811, 4815 ], [ 4815, 4848 ], [ 4849, 4922 ], [ 4923, 5027 ], [ 5027, 5173 ], [ 5173, 5366 ], [ 5367, 5424 ], [ 5424, 5605 ], [ 5605, 5726 ], [ 5726, 5886 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 14, 18 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 20 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 20, 24 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 26 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "Contradiction", "spans": [ 14, 18 ] }, "nda-8": { "choice": "Entailment", "spans": [ 25 ] }, "nda-13": { "choice": "Entailment", "spans": [ 20, 23 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 14, 17 ] } } } ], "document_type": "search-pdf", "url": "http://www.sdss4seoul.com/uploads/1/1/7/9/117969623/non-disclosure_agreement.pdf" }, { "id": 280, "file_name": "non-disclosure_confidentiality_agreement.pdf", "text": "CONFIDENTIALITY and NON-DISCLOSURE AGREEMENT\n\"Confidentiality Agreement\"\nTHIS CONFIDENTIALITY AGREEMENT is made by and between:\nThe Organisation for Security and Co-operation in Europe (the \u201cOSCE\u201d), having its Secretariat at Wallnerstrasse 6, A-1010 Vienna, Austria,\n- and -\n_________________________________________________________________ (the \u201cRecipient\u201d), located at ________________________________________________________________________. WHEREAS the Recipient is ready to receive confidential data, information and other materials of the OSCE in relation to the Request for Proposal (RFP) no. RFP/SEC/13/2017 for the provision of Secure Microsoft Infrastructure \u2013 Design and Proof-of-Concept; and\nWHEREAS the OSCE is willing to disclose such information to the Recipient on the condition that the Recipient does not disclose same to any third party, or make use thereof in any manner except as set out herein;\nNOW, THEREFORE, the Parties have agreed as follows:\n1 DEFINITIONS\n1.1 \u201cConfidential Information\u201d means any data, documents, specifications, and other information or materials in whatever form disclosed by the OSCE to the Recipient, whether documentary, orally, visually, or otherwise (including computerised form) except information which was: (a) in the public domain at the time of disclosure; (b) known to the Recipient prior to obtaining the same pursuant to this Confidentiality Agreement; or, (c) obtained by the Recipient from a third party who did not receive the same directly or indirectly from the OSCE under a confidentiality agreement with the OSCE, or (d) required by applicable law;\n1.2 \"OSCE\" \u201cmeans the Organization for Security and Co-operation in Europe, including the OSCE Secretariat, Institutions (the OSCE Secretariat, the Office of the High Commissioner on National Minorities (HCNM), the Office of Democratic Institutions and Human Rights (ODIHR) and the Office of the Representative on Freedom of the Media) and Field Operations (Missions, Centres, Groups, Presences, Project Coordinators and any other field operations), whichever is or are applicable;\n1.3 \u201cParty\u201d means the OSCE or the Recipient and \u201cParties\u201d means the OSCE and the Recipient;\n1.4 \u201cPermitted Purpose\u201d means the use of the Confidential Information to facilitate the Recipient performing the Services;\n1.5 \"Recipient\" means the person or entity named as \u2018Recipient\u2019 above; and\n1.6 \u201cServices\u201d means any and all of the services to be provided to the OSCE by the Recipient as part of the Review.\n2 OBLIGATIONS OF THE RECIPIENT\n2.1 In respect to the Confidential Information, the Recipient hereby undertakes;\n2.1.1 to hold in trust and confidence and not to disclose the Confidential Information to any third party without the express, prior written consent of the OSCE.\n2.1.2 not to use the Confidential Information for any purpose whatsoever other than for the Permitted Purpose.\n2.1.3 only to disclose the Confidential Information to employees of companies directly or indirectly owned or controlled by the Recipient, consultants and/or advisors to whom disclosure is necessary for the Permitted Purpose and then only on the understanding that such employees, consultants and/or advisors are expressly subject to the provisions of this Confidentiality Agreement.\n2.1.4 not at any time other than to the extent that is necessary for the Permitted Purpose to make copies of or reduce the Confidential Information to any electronic form or to store it in a database or other electronic media.\n2.1.5 to comply with all requirements of the OSCE for the security of the Confidential Information.\n2.1.6 to treat Confidential Information as being confidential and proprietary to the OSCE by using the same degree of care, but in any case no less than a reasonable degree of care, to prevent unauthorised use, dissemination or publication thereof, as it uses to protect its own Confidential Information of a similar nature.\n2.1.7 upon demand of the OSCE, to promptly return all Confidential Information (in whatever medium), together with all copies thereof or, where expressly authorised in writing by the OSCE, to destroy or delete all such Confidential Information and shall confirm to the OSCE in writing that such destruction or deletion has taken place.\n3 INDEMNIFICATION\nThe Recipient agrees to indemnify the OSCE in respect of any expenses, losses, damages, costs, claims, liabilities the OSCE may suffer or incur as a result of an act or omission by the Recipient or its employees in connection with the Confidential Information and the Recipient\u2019s obligations under this Agreement.\n4 ACCRUED RIGHTS\nNothing in this Confidentiality Agreement shall be construed as granting the Recipient, by implication or otherwise, any right whatsoever with respect to the Confidential Information or part thereof.\n5 PRIVILEGES AND IMMUNITIES\nNo provision of this Confidentiality Agreement shall be deemed, or interpreted as, a waiver of the privileges and immunities enjoyed by the OSCE.\n6 SETTLEMENT OF DISPUTES\nThe Parties shall use their best efforts to settle amicably all disputes arising out of or in connection with the Contract or its interpretation. Any dispute, controversy or claim arising out of or in relation to the Contract shall be settled through negotiations between the Parties. If the Parties fail to settle the dispute amicably within sixty (60) Days of commencement of the negotiations, the dispute shall be settled through arbitration. Arbitration shall be performed in accordance with the UNCITRAL arbitration rules. One (1) sole arbitrator shall be appointed who shall have full powers to make final and binding decisions. The appointing authority shall be the Permanent Court of Arbitration at The Hague. The place of arbitration shall be Vienna and the language used in the arbitration proceedings shall be English.\n7 AMENDMENT\nNo modification, amendment or change to this Confidentiality Agreement, or waiver of any of its provisions, or any additional contractual relationship with the Recipient shall be valid unless approved in the form of a written amendment to this Confidentiality Agreement, signed by a fully authorized representative of each Party.\n8 ENTRY INTO FORCE\nThis Confidentiality Agreement shall enter into force on the date of the last signature by or on behalf of both Parties and shall remain in force for a period of five (5) years, notwithstanding any earlier purported termination of this Confidentiality Agreement for whatever reason.\n9 GENERAL PROVISIONS\n9.1 Non-Disclosure. The Parties agree that each of them shall not, without the prior consent of the other in writing, disclose to any third party the terms of this Confidentiality Agreement, or the content, nature or extent of the discussions proceeding in connection herewith.\n9.2 Severability. If any provision of this Confidentiality Agreement shall be held invalid or unenforceable for any reason, such invalidity and/or unenforceability shall not effect the enforceability of any remaining provisions of this Confidentiality Agreement.\n9.3 Waiver. No waiver of any provision of this Confidentiality Agreement shall be enforceable unless in writing and signed by the party against whom enforcement is sought. No failure or delay by either party in exercising any right under this Confidentiality Agreement shall operate as a waiver or preclude enforcement of any other right hereunder.\n9.4 Entire Agreement. This Confidentiality Agreement constitutes the entire understanding between the Parties relating to the protection of Confidential Information disclosed hereunder and supersedes all prior and collateral communications, representations and understandings between the Parties hereto relating to the exchange of Confidential Information.\n9.5 Governing Law. This Confidentiality Agreement shall be governed by, and construed in accordance with, the substantive laws of the Republic of Austria.\n9.6 Signatures and Dates. This Confidentiality Agreement is executed by email and treated as original for all legal purposes.\nIN WITNESS WHEREOF, the Parties hereto have executed this Confidentiality Agreement.\nSigned by: Signed by:\n____________________________________ ____________________________________\n. . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . Chief, Procurement and Contracting Unit\n(for the Recipient) (for the OSCE)\nDate___________________________ Date___________________________\n", "spans": [ [ 0, 44 ], [ 45, 72 ], [ 73, 127 ], [ 128, 266 ], [ 267, 274 ], [ 275, 341 ], [ 341, 371 ], [ 371, 445 ], [ 445, 453 ], [ 453, 703 ], [ 704, 916 ], [ 917, 968 ], [ 969, 982 ], [ 983, 1261 ], [ 1261, 1313 ], [ 1313, 1416 ], [ 1416, 1583 ], [ 1583, 1614 ], [ 1615, 2096 ], [ 2097, 2188 ], [ 2189, 2311 ], [ 2312, 2386 ], [ 2387, 2502 ], [ 2503, 2533 ], [ 2534, 2538 ], [ 2538, 2614 ], [ 2615, 2776 ], [ 2777, 2887 ], [ 2888, 3271 ], [ 3272, 3498 ], [ 3499, 3598 ], [ 3599, 3923 ], [ 3924, 4259 ], [ 4260, 4277 ], [ 4278, 4591 ], [ 4592, 4608 ], [ 4609, 4641 ], [ 4641, 4808 ], [ 4809, 4836 ], [ 4837, 4982 ], [ 4983, 5007 ], [ 5008, 5154 ], [ 5154, 5293 ], [ 5293, 5454 ], [ 5454, 5536 ], [ 5536, 5643 ], [ 5643, 5726 ], [ 5726, 5837 ], [ 5838, 5849 ], [ 5850, 6179 ], [ 6180, 6198 ], [ 6199, 6220 ], [ 6220, 6481 ], [ 6482, 6502 ], [ 6503, 6523 ], [ 6523, 6780 ], [ 6781, 6799 ], [ 6799, 7043 ], [ 7044, 7056 ], [ 7056, 7216 ], [ 7216, 7392 ], [ 7393, 7415 ], [ 7415, 7749 ], [ 7750, 7769 ], [ 7769, 7790 ], [ 7790, 7904 ], [ 7905, 7931 ], [ 7931, 8030 ], [ 8031, 8115 ], [ 8116, 8137 ], [ 8138, 8175 ], [ 8175, 8211 ], [ 8212, 8252 ], [ 8252, 8292 ], [ 8292, 8331 ], [ 8332, 8366 ], [ 8367, 8399 ], [ 8399, 8430 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 36, 37 ] }, "nda-10": { "choice": "Entailment", "spans": [ 55 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 32 ] }, "nda-3": { "choice": "Entailment", "spans": [ 13 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 25, 28 ] }, "nda-17": { "choice": "Entailment", "spans": [ 25, 29 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 13, 16 ] }, "nda-5": { "choice": "Entailment", "spans": [ 25, 28 ] }, "nda-4": { "choice": "Entailment", "spans": [ 25, 27 ] } } } ], "document_type": "search-pdf", "url": "https://procurement.osce.org/file/213471/download?token=2Xn9tTKl" }, { "id": 281, "file_name": "NRSC_2015_NDAForm.pdf", "text": "NETWORK RELIABILITY STEERING COMMITTEE\nNONDISCLOSURE AGREEMENT\nTHIS NONDISCLOSURE AGREEMENT (\u201cAGREEMENT\u201d) is made and entered into by and among the Parties identified who have executed this Agreement (\u201cPARTIES\u201d) for the purpose of maintaining the confidentiality of any commercial, proprietary, financial or confidential information or trade secrets shared among themselves for the purpose of assessing and making recommendations to the Alliance for Telecommunications Industry Solutions\u2019 Network Reliability Steering Committee (\u201cNRSC\u201d). The NRSC shall maintain a list of all Parties that have executed this Agreement on the NRSC website at www.atis.org/nrsc.\nWHEREAS, the PARTIES are members of the NRSC and desire to analyze and discuss amongst themselves certain information solely for the purpose of making recommendations to the NRSC;\nWHEREAS, in pursuing these aims, the PARTIES expect from time to time to disclose to each other certain CONFIDENTIAL INFORMATION and that such disclosures will assist the NRSC in performing its duties;\nWHEREAS, without assurances that such CONFIDENTIAL INFORMATION will not be disclosed except as expressly authorized herein, the PARTIES would not share or disclose such CONFIDENTIAL INFORMATION; and\nWHEREAS, any disclosure of such CONFIDENTIAL INFORMATION in violation of the terms of this AGREEMENT will cause the DISCLOSING PARTY substantial competitive injury;\nNOW THEREFORE, for and in consideration of the above premises and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the PARTIES, intending to be legally bound, hereby agree as follows:\n1. Definitions.\n(a) \u201cRECEIVING PARTY\u201d shall mean a PARTY that has received access to CONFIDENTIAL INFORMATION by any of the other PARTIES.\n(b) \u201cDISCLOSING PARTY\u201d shall mean a PARTY that has disclosed CONFIDENTIAL INFORMATION to any of the other PARTIES.\n(c) \u201cCONFIDENTIAL INFORMATION\u201d shall mean information, provided by the DISCLOSING PARTY in written, oral, visual or electronic form related to emergency services, homeland security, communications networks and Broadband and/or any information otherwise designated as confidential or which should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure by the DISCLOSING PARTY as part of the NRSC analysis. CONFIDENTIAL INFORMATION that is marked or otherwise identified as specified in this Subsection may include, without limitation, any information relating to or concerning trade secrets and commercial, proprietary or financial information of any sort, and any information related to or concerning a Party\u2019s affiliates or subsidiaries. CONFIDENTIAL INFORMATION shall not include information that (i) is otherwise in the public domain, unless such information is wrongfully in the public domain due to RECEIVING PARTY\u2019s action or RECEIVING PARTY is informed, in writing, by the DISCLOSING PARTY, that such information is wrongfully in the public domain; (ii) can be shown by documentation to have been lawfully obtained or developed independently of any disclosure made by the DISCLOSING PARTY pursuant to this AGREEMENT and is not subject to any obligation of nondisclosure owing to any PARTY; (iii) is clearly identified by the DISCLOSING PARTY in a written statement authorizing disclosure notwithstanding this AGREEMENT and any prior designation as confidential, or (iv) is in the possession of the RECEIVING PARTY, without restrictions on use or disclosure, prior to its receipt from the DISCLOSING PARTY.\n(d) \u201cENTITY\u201d shall mean any person, partnership, joint venture, government, agency, department, government official, governmental subdivision, association, firm, corporation,, or advisory committee of any kind.\n2. Consideration. The consideration for the covenants and agreements of each PARTY contained in this AGREEMENT shall be that PARTY\u2019s right to receive access to CONFIDENTIAL INFORMATION as part of NRSC analysis, and that PARTY\u2019s right to protect such CONFIDENTIAL INFORMATION as it deems appropriate to disclose pursuant to this AGREEMENT, which the PARTIES acknowledge and agree shall constitute sufficient and adequate consideration.\n3. Nondisclosure; Ownership of Proprietary Property.\n(a) Each PARTY hereby acknowledges that it is in the best interests of the other PARTIES to insist on the confidentiality of any and all CONFIDENTIAL INFORMATION disclosed pursuant to this AGREEMENT.\n(b) Each PARTY reserves the right to decide not to disclose any CONFIDENTIAL INFORMATION, and nothing herein shall require the disclosure of any CONFIDENTIAL INFORMATION by any PARTY. It is understood that any disclosures undertaken pursuant to the AGREEMENT are voluntary and do not constitute a waiver of any rights or privileges with respect to future or other disclosures.\n(c) The PARTIES hereby agree that the DISCLOSING PARTY shall retain ownership and control over any CONFIDENTIAL INFORMATION disclosed pursuant to this AGREEMENT. The RECEIVING PARTIES shall not by reason of any disclosure made pursuant to this AGREEMENT thereby obtain any rights with respect to such CONFIDENTIAL INFORMATION other than the right of the PARTY, or an ENTITY that the PARTY assigns its rights to under this Agreement in compliance with Section 5 herein, to use the CONFIDENTIAL INFORMATION for the purposes of NRSC analysis only, and agree that they will not: (i) use such CONFIDENTIAL INFORMATION for any reason other than NRSC analysis only as expressly authorized by this Agreement; or (ii) sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, appropriate, or otherwise communicate any such CONFIDENTIAL INFORMATION to any person or ENTITY outside the RECEIVING PARTY or its assignee under this Agreement, except as expressly authorized under this AGREEMENT.\n(d) The RECEIVING PARTIES agree that they will not disclose any CONFIDENTIAL INFORMATION to any contractor or consultant who is not bound by a non-disclosure agreement with the RECEIVING PARTY. CONFIDENTIAL INFORMATION may only be disclosed to those employees, subcontractors and officers of a PARTY and a Party\u2019s subsidiaries and affiliates with a direct need to know the information for purposes of NRSC analysis and to counsel for purposes of obtaining advice regarding that PARTY\u2019s rights and responsibilities under this AGREEMENT. The RECEIVING PARTY agrees to be responsible for their employees, subcontractors and officers\u2019 compliance with this AGREEMENT.\n(e) Each PARTY shall exercise its reasonable commercial efforts to ensure the continued confidentiality of all CONFIDENTIAL INFORMATION delivered or disclosed pursuant to this AGREEMENT and, in any event, shall protect such information with at least the same degree of care it uses to protect its own confidential, commercial, proprietary, and financial information of a similar nature. If any CONFIDENTIAL INFORMATION is, intentionally or unintentionally, disclosed to a third party without authorization, any PARTY with knowledge or information relating to such disclosure shall immediately notify the DISCLOSING PARTY and shall take all reasonable steps to assist the DISCLOSING PARTY in limiting the unauthorized disclosure.\n(f) Except as specified in this Subsection, nothing herein shall preclude a PARTY who becomes legally obligated by any governmental ENTITY with jurisdiction over it from complying with a court order or other valid legal process compelling disclosure of CONFIDENTIAL INFORMATION. If a PARTY receives a court order, subpoena, document demand, or other order or process compelling or seeking disclosure of CONFIDENTIAL INFORMATION, such PARTY shall provide the DISCLOSING PARTY with prompt written notice of such demand or request, and, in any event, before any CONFIDENTIAL INFORMATION is disclosed. The PARTY served with such demand, order or process shall resist disclosure on grounds of this AGREEMENT, and shall take all reasonable steps to provide the DISCLOSING PARTY a full and fair opportunity, prior to disclosure, to resist, oppose or otherwise limit any disclosure of such CONFIDENTIAL INFORMATION. The PARTY will disclose only such information as is legally required and will use commercially reasonable efforts to obtain confidential treatment for any CONFIDENTIAL INFORMATION that is so disclosed.\n(g) Upon the written request of a DISCLOSING PARTY, a PARTY shall return, or destroy, at DISCLOSING PARTY\u2019s option, within seven (7) business days, any and all CONFIDENTIAL INFORMATION disclosed or provided to that PARTY by the DISCLOSING PARTY.\n(h) It is expressly understood and agreed by the PARTIES that no right, title, interest, license, or ownership or other right in any copyright, patent, trademark or other intellectual property or proprietary right of any DISCLOSING PARTY or any third party shall be granted or transferred to any RECEIVING PARTY or any ENTITY or other third party pursuant to, or as a result of, this AGREEMENT.\n(i) It is further expressly understood and agreed by the PARTIES that nothing contained in this AGREEMENT, and nothing contained in any information disclosed pursuant to this AGREEMENT, shall constitute any representation or warranty by the DISCLOSING PARTY with respect to the non-infringing ownership of the CONFIDENTIAL INFORMATION or the accuracy, completeness or usefulness of any CONFIDENTIAL INFORMATION.\n(j) It is expressly acknowledged and agreed that any CONFIDENTIAL INFORMATION disclosed to any governmental ENTITY, officer or employee pursuant to this AGREEMENT (i) will not become an \u201cagency record\u201d by virtue of such disclosure; (ii) is exempt from disclosure under the Freedom of Information Act, 5 U.S.C. \u00a7 552(b)(4) (\u201cExemption 4\u201d); (iii) shall not be disclosed pursuant to any other governmental authority; and (iv), is protected from disclosure under 18 U.S.C. \u00a7 1905, and thus may not be published, divulged, disclosed or otherwise made known in any manner. The PARTIES to this AGREEMENT that are governmental ENTITIES further agree that neither they nor their officers or employees will take custody or control of any CONFIDENTIAL INFORMATION disclosed pursuant to this AGREEMENT. To that end, among other things, such governmental ENTITIES and their officers and employees agree immediately to return all CONFIDENTIAL INFORMATION to the DISCLOSING PARTY at the conclusion of any meeting at which such information is disclosed or, if such information is disclosed at any other time, to return such CONFIDENTIAL INFORMATION immediately after reviewing it. In addition, any PARTY to this AGREEMENT that is a governmental ENTITY agrees to refrain from making copies of, taking notes or sending e-mail regarding, or otherwise creating or retaining any written or electronic material containing such CONFIDENTIAL INFORMATION.\n4. Remedies: Damages, Injunctions and Specific Performance. The PARTIES expressly understand and agree that the covenants and agreements to be rendered and performed by the PARTIES pursuant to this AGREMEENT are special, unique, and of an extraordinary character, and in the event of any default, or breach by any PARTY of this AGREEMENT, the affected PARTY shall have no adequate remedy at law and shall be entitled to seek such relief as may be available to it pursuant hereto, at law or in equity, including, without limiting the generality of the foregoing, any proceedings to: (i) obtain direct damages for any breach of this AGREEMENT; (ii) order the specific performance thereof; or (iii) enjoin the breach of such provisions. This AGREEMENT shall be governed by the laws of the State of New York without regard to its choice of law principles. With respect to the participation of any governmental ENTITY, employee or officer in this AGREEMENT, federal law shall apply.\n5. Binding Effect and Assignability. The rights and obligations of each PARTY under this AGREEMENT shall inure to the benefit of and shall be binding upon any subsidiary, affiliate, successor or permitted assign of or to the business of such PARTY, to the extent provided below. Neither this AGREEMENT nor any rights or obligations of a PARTY under this AGREEMENT shall be transferable or assignable by that PARTY without the prior written consent of all other PARTIES, and any attempted transfer or assignment of this AGREEMENT by a PARTY not in accordance herewith shall be null and void. Notwithstanding the foregoing provisions of this Section, a PARTY may assign this AGREEMENT immediately, without the prior written consent of all other PARTIES, (a) to any ENTITY that controls, is controlled by, or is in common control with the assigning PARTY, (b) to any successor in interest to the assigning PARTY, or (c) if necessary to satisfy the rules, regulations and/or orders of any federal, state or local governmental agency or body. The confidentiality obligations and remedies set forth in this AGREEMENT, including without limitation, those set for in Sections 3, 4, 5, 6 and 7 shall bind any successor to any PARTY. Notwithstanding the foregoing, each PARTY that receives or obtains CONFIDENTIAL INFORMATION pursuant to the terms of this AGREEMENT shall remain bound by all confidentiality obligations, and subject to all remedies, under this AGREEMENT after making an assignment or transfer, including, without limitation, the obligations set forth in Sections 3, 6, 7 and 8 and the remedies specified in Section 4.\n6. Critical Infrastructure Analysis and Report. It is contemplated that the PARTIES will use CONFIDENTIAL INFORMATION delivered pursuant to this AGREEMENT for the purpose of preparing reports or otherwise advising NRSC, which may then report on the same subjects to the Federal Communications Commission, and others regarding homeland security and network reliability. The PARTIES further contemplate that any report or advice provided to NRSC or any other person or ENTITY will contain general analysis that does not disclose any CONFIDENTIAL INFORMATION. In any event, the PARTIES agree that, except as otherwise expressly authorized herein, no CONFIDENTIAL INFORMATION will be disclosed in any report or other advice provided to NRSC or any other person or ENTITY, and will not otherwise be disclosed, without the express written consent of the DISCLOSING PARTY. The PARTIES agree that each PARTY will be provided an opportunity to review any report or other advice or information to be provided to NRSC or any other person or ENTITY prior to its delivery to permit each PARTY the opportunity to object on the ground that the report, advice or information contains CONFIDENTIAL INFORMATION provided by the objecting PARTY. The PARTIES further agree that, except as expressly authorized herein, no CONFIDENTIAL INFORMATION will be disclosed to any governmental ENTITY, officer or employee without first obtaining the express written consent of the DISCLOSING PARTY.\n7. Termination. This AGREEMENT shall expire on December 31, 2017. Notwithstanding the foregoing, each PARTY that receives or obtains CONFIDENTIAL INFORMATION pursuant to the terms of this AGREEMENT shall remain bound for five (5) years from the date of disclosure by all confidentiality obligations, and subject to all remedies, under this AGREEMENT after termination, including, without limitation, the obligations set forth in Sections 3, 6 and 7 and the remedies specified in Section 4. Upon written request, all CONFIDENTIAL INFORMATION shall be returned to the DISCLOSING PARTY or destroyed at the request of the DISCLOSING PARTY. Similarly, if at any time prior to December 31, 2017, a PARTY withdraws from the NRSC, any DISCLOSING PARTY may request that the withdrawing PARTY, and the withdrawing PARTY may request that the RECEIVING PARTY either return all CONFIDENTIAL INFORMATION to the DISCLOSING PARTY or destroy such information. Within seven (7) days of receipt of a written notice requesting return or destruction of any CONFIDENTIAL INFORMATION, the RECEIVING PARTY shall, as requested, either return or destroy all designated CONFIDENTIAL INFORMATION and all copies of such CONFIDENTIAL INFORMATION, whether in written or electronic form.\n8 Severability. All sections and subsections of this AGREEMENT are severable, and the unenforceability or invalidity of any of the sections or subsections of this AGREEMENT shall not affect the validity or enforceability of the remaining sections or subsections of this AGREEMENT, but such remaining sections or subsections shall be interpreted and construed in such a manner as to carry out fully the intention of the PARTIES.\n9. Waiver. The waiver by a PARTY of a default or breach of any provision of this AGREEMENT shall not operate or be construed as a waiver of any subsequent default or breach of the same or of a different provision by that PARTY. No waiver or modification of this AGREEMENT or of any covenant, condition, or limitation contained in this AGREEMENT shall be valid unless in writing and duly executed by the PARTY or PARTIES to be charged therewith.\n10. Miscellaneous. This AGREEMENT contains the complete agreement concerning the arrangement among the PARTIES, as of the date hereof, and supersedes all other similar agreements or understandings among the PARTIES, whether oral or written, consistent or inconsistent, with this AGREEMENT. This AGREEMENT may not be amended by the PARTIES except by a writing executed by all PARTIES.\n11. Execution and Delivery. Execution and delivery of this instrument via facsimile shall be effective and binding upon the PARTIES. This instrument may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. This AGREEMENT shall become effective as to a PARTY upon signature of such PARTY.\nIN WITNESS WHEREOF, the PARTIES have duly executed and delivered this AGREEMENT by the signatures of the PARTIES on the dates indicated herein.\nParty\u2019s (Company\u2019s) Name\nSignature\nName (Printed or Typed)\nTitle\nDate\n", "spans": [ [ 0, 38 ], [ 39, 62 ], [ 63, 538 ], [ 538, 659 ], [ 660, 839 ], [ 840, 1041 ], [ 1042, 1240 ], [ 1241, 1405 ], [ 1406, 1655 ], [ 1656, 1671 ], [ 1672, 1794 ], [ 1795, 1909 ], [ 1910, 2389 ], [ 2389, 2414 ], [ 2414, 2723 ], [ 2723, 2748 ], [ 2748, 2783 ], [ 2783, 3040 ], [ 3040, 3281 ], [ 3281, 3456 ], [ 3456, 3596 ], [ 3597, 3807 ], [ 3808, 3826 ], [ 3826, 4242 ], [ 4243, 4295 ], [ 4296, 4495 ], [ 4496, 4680 ], [ 4680, 4872 ], [ 4873, 5035 ], [ 5035, 5448 ], [ 5448, 5577 ], [ 5577, 5889 ], [ 5890, 6084 ], [ 6084, 6426 ], [ 6426, 6552 ], [ 6553, 6940 ], [ 6940, 7281 ], [ 7282, 7561 ], [ 7561, 7880 ], [ 7880, 8190 ], [ 8190, 8391 ], [ 8392, 8637 ], [ 8638, 9032 ], [ 9033, 9444 ], [ 9445, 9608 ], [ 9608, 9677 ], [ 9677, 9784 ], [ 9784, 9863 ], [ 9863, 10012 ], [ 10012, 10236 ], [ 10236, 10610 ], [ 10610, 10875 ], [ 10876, 10936 ], [ 10936, 11458 ], [ 11458, 11518 ], [ 11518, 11566 ], [ 11566, 11610 ], [ 11610, 11728 ], [ 11728, 11853 ], [ 11854, 11891 ], [ 11891, 12133 ], [ 12133, 12445 ], [ 12445, 12606 ], [ 12606, 12707 ], [ 12707, 12767 ], [ 12767, 12892 ], [ 12892, 13078 ], [ 13078, 13478 ], [ 13479, 13506 ], [ 13506, 13527 ], [ 13527, 13848 ], [ 13848, 14036 ], [ 14036, 14345 ], [ 14345, 14705 ], [ 14705, 14946 ], [ 14947, 14963 ], [ 14963, 15007 ], [ 15007, 15437 ], [ 15437, 15583 ], [ 15583, 15890 ], [ 15890, 16202 ], [ 16203, 16219 ], [ 16219, 16630 ], [ 16631, 16642 ], [ 16642, 16859 ], [ 16859, 17075 ], [ 17076, 17095 ], [ 17095, 17366 ], [ 17366, 17459 ], [ 17460, 17488 ], [ 17488, 17593 ], [ 17593, 17758 ], [ 17758, 17839 ], [ 17840, 17983 ], [ 17984, 18008 ], [ 18009, 18018 ], [ 18019, 18042 ], [ 18043, 18048 ], [ 18049, 18053 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 28, 29, 42 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 2, 12, 13, 14 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 12 ] }, "nda-19": { "choice": "Entailment", "spans": [ 66, 67, 77 ] }, "nda-12": { "choice": "Entailment", "spans": [ 15, 16, 18 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 80 ] }, "nda-3": { "choice": "Entailment", "spans": [ 12 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 32, 33 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 38 ] }, "nda-13": { "choice": "Entailment", "spans": [ 15, 16, 18 ] }, "nda-5": { "choice": "Entailment", "spans": [ 33 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "https://www.atis.org/01_committ_forums/nrsc/docs/NRSC_2015_NDAForm.pdf" }, { "id": 282, "file_name": "NU%20Confidentiality%20Non-Disclosure%20%20Information%20Security%20Agreement%20Final%20....pdf", "text": "CONFIDENTIALITY, NON-DISCLOSURE AND COMPUTER ACCESS (SECURITY) AGREEMENT\n\u201cResponsibilities\u201d\nA. Every person who has been given access to a University of Nebraska information system or who has access to or knowledge of confidential or sensitive information or data, is obligated to keep such data confidential. Accordingly, every University of Nebraska employee, student, volunteer, contractor, business associate, or guest who either has or will be given access to printed or online confidential data is required to read and acknowledge his or her understanding of this agreement before being granted access.\n1. I will only access confidential or sensitive data for legitimate business purposes as permitted by the University and will not use confidential or sensitive data for personal use. I understand that confidential or sensitive data includes but is not limited to databases and records containing Social Security numbers, checking and savings account numbers, non-published telephone numbers, personnel appraisals, educational records, medical history, and insurance coverage information.\n2. I will not leave confidential or sensitive data in view of others who do not have a legitimate business reason to view the data and I will only share confidential data with persons having authorized access.\n3. I will not discuss confidential or sensitive information or data in public places and will not remove confidential or sensitive data from my work site without University authorization.\nNON-DISCLOSURE AGREEMENT\nB. As an employee, contractor or consultant of the University of Nebraska, and related to my job responsibilities or assigned tasks, I may have access to, come in contact with, or reference confidential or sensitive information or data. Examples of this information and data include, but are not limited to: passwords, student disciplinary and academic records, personal health information, medical and research data, Social Security numbers, legally protected information, financial reports, security parameters and configurations, payroll information and personnel records, system logs and network traffic data, etc. This information or data is subject to University policies as well as regulatory and special handling requirements.\n1. I accept responsibility for appropriate handling and management of information and data whether I come into contact with such information through my authorized access or in error.\n2. I will maintain the con\ufb01dentiality of this information and if uncertain about the appropriateness of who this information may be shared with in the course of my authorized access, I will discuss any questions I have with my supervisor or the Central Administration security o\ufb03ce. I understand that even the most innocuous \ufb01le can contain con\ufb01dential information.\n3. In all instances as described above, I acknowledge my personal obligation to protect, through execution of reasonable steps, the confidentiality, integrity and privacy of this data in accordance with University policies, regulatory requirements or other special handling requirements, and prevent unauthorized access, modification, destruction or disclosure of sensitive or confidential data. In the absence of stated guidance or without a clear indication of sensitivity, I will treat and handle all data as if it were sensitive.\nC. Acknowledgement\n1. I have read and understand the statements presented in the above \u201cResponsibilities\u201d section regarding my permitted and potential/inadvertent access to confidential or sensitive information or data.\n2. I agree with these stated responsibilities.\n3. I understand that misuse of confidential or sensitive information or data, whether intentional or due to neglect on my part, is a breach of policy and grounds for corrective action which may include my dismissal, the termination of access to University resources, or the termination of a contractual agreement and may subject me to possible civil and/or criminal legal action.\nD. During the course of my work or activities at the University of Nebraska, I may be assigned a computer user login ID and instructed to develop personal passwords. In order to maintain the confidentiality of non-public data, I agree to the following:\n1. I will adhere to the University of Nebraska\u2019s Executive Memorandum No. 16, Policy for Responsible Use of University Computers and Information Systems, University of Nebraska\u2019s Executive Memorandum No. 26, Information Security Plan, and to any additional specific policies that I may be asked to follow.\n2. I will obtain authorization from the University prior to gaining access to those specific computer functions necessary to perform my responsibilities.\n3. I will not share my computer user login IDs and passwords with anyone, at any time, for any reason, except in cases necessary to facilitate computer maintenance and repairs.\n4. I will not leave a terminal, personal computer or computer workstation without locking or ending any application that either contains or can be used to access confidential or sensitive information or data.\n5. I will not disclose any budget, financial, personnel, payroll or procurement information except to the extent necessary to carry out the responsibilities of my employment or as otherwise required by the law.\n6. I will contact the University immediately if I discover that my computer user login ID or password has been compromised, if I suspect that University digital asset has been misused, or if I suspect that someone has obtained unauthorized access to confidential or sensitive information or data on the University of Nebraska information system.\n 7. I also understand that improper use of my computer user login ID or password is a breach of policy and grounds for corrective action which may include dismissal, the termination of access to University resources, or the termination of a contractual agreement and may subject me to possible civil and/or criminal legal action.\nSignature: ____________________________________ Date:____________________\nPerson to be granted access\nPrint Name: ____________________________________________________________\n", "spans": [ [ 0, 72 ], [ 73, 91 ], [ 92, 310 ], [ 310, 608 ], [ 609, 792 ], [ 792, 1096 ], [ 1097, 1306 ], [ 1307, 1494 ], [ 1495, 1519 ], [ 1520, 1757 ], [ 1757, 2139 ], [ 2139, 2254 ], [ 2255, 2437 ], [ 2438, 2721 ], [ 2721, 2803 ], [ 2804, 3200 ], [ 3200, 3337 ], [ 3338, 3356 ], [ 3357, 3557 ], [ 3558, 3604 ], [ 3605, 3984 ], [ 3985, 4151 ], [ 4151, 4237 ], [ 4238, 4543 ], [ 4544, 4697 ], [ 4698, 4874 ], [ 4875, 5083 ], [ 5084, 5294 ], [ 5295, 5640 ], [ 5641, 5642 ], [ 5642, 5970 ], [ 5971, 5982 ], [ 5982, 6019 ], [ 6019, 6044 ], [ 6045, 6072 ], [ 6073, 6085 ], [ 6085, 6145 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 5, 10 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 25 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 6, 25 ] }, "nda-4": { "choice": "Entailment", "spans": [ 4 ] } } } ], "document_type": "search-pdf", "url": "https://www.unomaha.edu/human-resources/_documents/Recruitment_Hiring/NU%20Confidentiality%20Non-Disclosure%20%20Information%20Security%20Agreement%20Final%20....pdf" }, { "id": 283, "file_name": "NUSD-Non-Disclosure-Agreement.pdf", "text": "NON-DISCLOSURE AGREEMENT\nNatomas Unified School District (NUSD)\nCheck Type:\n\u25a1 Employee \u25a1 Contractor \u25a1 Consultant \u25a1 Other\nTHIS AGREEMENT (the \u201cAgreement\u201d) is made between the Natomas Unified School District (\"NUSD\") and ________________________________ (\u201cDISCLOSEE\u201d), and entered into this __________ day of _____________20_____ for the purpose of _______________________ (\u201cProject Title\u201d).\nNUSD and DISCLOSEE are considering entering into a business relationship with each other. In connection with discussions and negotiations regarding the potential business relationship, NUSD may disclose to DISCLOSEE certain Confidential Information (as defined below), which Confidential Information is proprietary, secret, nonpublic and confidential. The purpose of this Agreement is to protect such Confidential Information by setting forth the terms and conditions upon which NUSD is willing to disclose such Confidential Information to DISCLOSEE and the obligations that DISCLOSEE hereby accepts and agrees to abide by following the disclosure of such Confidential Information to DISCLOSEE.\nIn consideration of the mutual promises and covenants contained in this Agreement and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:\n1. Confidential Information and Confidential Materials\n(a) \u201cConfidential Information\u201d means nonpublic information that NUSD designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential. \u201cConfidential Information\u201d includes, without limitation, information relating to released or unreleased NUSD mailing lists or contact lists and the marketing or promotion of any NUSD event, information of a confidential nature of, about, or concerning the students or personnel of NUSD, business of NUSD or its manner of operation, which may include Proprietary Information, such as student records, tax records and other financial information concerning NUSD and NUSD's employees, officers, directors, shareholders, students, lists or other written records used in NUSD's operations, investment information, compensation paid to employees and other terms of employment, personnel records, and information received by NUSD from third parties subject to NUSD's duty to maintain the confidentiality of such information and to use it only for certain limited purposes.\n(a) \u201cConfidential Information\u201d shall include all personally identifiable student information protected under the Family Rights and Privacy Act (FERPA), California Education Code 49073.1, and NUSD Board Policy 5125.\n(b) \u201cConfidential Information\u201d shall not include: (i) any information that is or subsequently becomes available to the public without DISCLOSEE\u2019s breach of any obligation owed to NUSD; or (ii) any non-confidential information that became known to DISCLOSEE from a source other than by breach of an obligation of confidentiality owed to NUSD\n(c) \u201cConfidential Materials\u201d means all tangible materials containing Confidential Information, including without limitation written or printed documents, computer media, data files, and other related items.\n2. Disclosee's Promise of Secrecy\n(a) DISCLOSEE agrees to keep strictly confidential all Confidential Information and Confidential Materials governed by this Agreement. DISCLOSEE agrees not to disclose such Confidential Information and Material to any person, organization, representative, entity, business, manufacturer, designer or corporation other than those individuals reasonably necessary for the purpose NUSD is using DISCLOSEE.\n(b) DISCLOSEE agrees it does not intend nor will it, directly or indirectly, export any Confidential Information or Materials or products to any person, entity, business, manufacturer, designer or corporation who DISCLOSEE knows or has reason to know will utilize them in an unacceptable manner.\n(c) DISCLOSEE shall not disclose or through knowing inaction fail to prevent disclosure of any Confidential Information or Materials to third parties during the contractual relationship between DISCLOSEE and NUSD and after termination of this contractual relationship. However, DISCLOSEE may disclose Confidential Information in accordance with judicial or other governmental orders, provided DISCLOSEE shall give NUSD reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent issued on behalf of NUSD.\n(d) DISCLOSEE shall not share or use any of NUSD Confidential Information and Confidential Materials to engage in any targeted marketing or advertising.\n3. Security of Confidential Information and Materials\n(a) DISCLOSEE shall take all reasonable measures including the training of DISCLOSEE\u2019s staff, to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information and Confidential Materials. Without limiting the foregoing, DISCLOSEE shall take at least those measures that DISCLOSEE takes to protect its own confidential information. DISCLOSEE may disclose Confidential Information or Confidential Materials only to DISCLOSEE\u2019s consultants on a need-to-know basis. DISCLOSEE shall execute appropriate written agreements with its consultants sufficient to enable it to comply with all the provisions of this Agreement. DISCLOSEE shall not disclose any Confidential Information or Confidential Materials to any third party other than the consultants mentioned herein, without the prior written consent of NUSD.\n(b) Confidential Information and Confidential Materials may be disclosed, reproduced, summarized or distributed only in pursuance of DISCLOSEE\u2019s actual use of such information or material. Such information or material, if distributed, must be collected and securely contained by DISCLOSEE.\n(c) Compliance with the Security of Confidential Information and Materials shall not, in itself, absolve the DISCLOSEE of liability in the event of an unauthorized disclosure of Confidential Information and Confidential Materials.\n4. Return and Destruction of Materials.\nAll documents and other tangible objects containing or representing Confidential Information and all copies thereof which are in the possession of DISCLOSEE shall be and remain the property of NUSD and shall be promptly returned or destroyed upon NUSD\u2019s request. Documents prepared by DISCLOSEE using Confidential Information, or derived therefrom, shall be destroyed upon request of NUSD. Written confirmation of destruction of Confidential Information as requested by NUSD shall be provided by DISCLOSEE to NUSD.\n5. Rights and Remedies\n(a) DISCLOSEE shall notify NUSD immediately upon discovery of any unauthorized use or disclosure of Confidential Information and/or Materials, or any other breach of this Agreement by DISCLOSEE, and will cooperate with NUSD in every reasonable way to help NUSD regain possession of the Confidential Information and/or Materials and prevent its further unauthorized use. DISCLOSEE shall, upon request, provide opportunity for NUSD, or the owner of information such as a student or student\u2019s parent/guardian, to review, update, and or correct erroneous information contained in any pupil records. DISCLOSEE shall assist NUSD in the notification of students and parents/guardians in the event of unauthorized disclosure of pupil records.\n(b) DISCLOSEE acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that NUSD shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.\n6. Miscellaneous\n(b) NUSD and the DISCLOSEE are jointly responsible for ensuring the protection of personally identifiable student information in compliance with the Family Rights and Privacy Act (FERPA). The DISCLOSEE acknowledges that it shall not take any action that may cause the DISCLOSEE or NUSD to be out of compliance with FERPA, California Education Code 49073.1, or NUSD Board Policy 5125.\n(c) All Confidential Information and Materials are and shall remain the property of NUSD. By disclosing information to DISCLOSEE, NUSD does not grant any express or implied right to DISCLOSEE to or under NUSD Confidential Information and Materials. Further, the delivery and disclosure of Confidential Information and Materials does not constitute a License permitting DISCLOSEE to use said Information and/or Materials for any purpose other than that allowed by NUSD as specified above.\n(d) This Agreement constitutes the entire agreement between the parties with respect to subject matter hereof and merges all prior discussions between them as Confidential Information. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement date and signed by both parties.\n(e) None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of NUSD, its agents, or employees, but only by an instrument in writing signed by an authorized officer of NUSD. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.\n(f) If either NUSD or DISCLOSEE employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys\u2019 fees. This Agreement shall be constructed and controlled by the laws of the State of California, and DISCLOSEE further consents to jurisdiction by the state and federal courts sitting in Sacramento County in the State of California. Process may be served on either party by U.S. Mail, postage prepaid, certified or registered return receipt requested.\n(g) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns.\n(h) If any provisions of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.\n(i) All obligations created by this Agreement shall survive change or termination of the parties\u2019 business relationship.\n7. Suggestions and Feedback\nNUSD may from time to time request suggestions, feedback or other information from DISCLOSEE concerning Confidential Information or concerning released NUSD Confidential Information and Materials. Any suggestions, feedback or other disclosures made by DISCLOSEE are and shall be entirely voluntary on DISCLOSEE\u2019s part and shall not create either any obligations on the part of NUSD or a confidential relationship between DISCLOSEE and NUSD. NUSD shall be free to disclose and use DISCLOSEE\u2019s suggestions, feedback, or other information as NUSD sees fit, entirely without obligation of any kind to DISCLOSEE.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement.\nDISCLOSEE Superintendent\u2019s Designee\n________________________________ Signature _____________________________\n________________________________ Print Name _____________________________\n________________________________ Date _____________________________\n________________________________ Representing ____________________________\n________________________________ Address _____________________________\n________________________________ City/State/Zip _____________________________\n________________________________ Phone/Fax _____________________________\n", "spans": [ [ 0, 24 ], [ 25, 63 ], [ 64, 75 ], [ 76, 120 ], [ 121, 219 ], [ 219, 307 ], [ 307, 347 ], [ 347, 389 ], [ 390, 480 ], [ 480, 742 ], [ 742, 1084 ], [ 1085, 1291 ], [ 1292, 1346 ], [ 1347, 1544 ], [ 1544, 2409 ], [ 2410, 2624 ], [ 2625, 2675 ], [ 2675, 2813 ], [ 2813, 2965 ], [ 2966, 3172 ], [ 3173, 3206 ], [ 3207, 3342 ], [ 3342, 3609 ], [ 3610, 3905 ], [ 3906, 4175 ], [ 4175, 4461 ], [ 4462, 4614 ], [ 4615, 4668 ], [ 4669, 4891 ], [ 4891, 5034 ], [ 5034, 5165 ], [ 5165, 5318 ], [ 5318, 5508 ], [ 5509, 5698 ], [ 5698, 5798 ], [ 5799, 6029 ], [ 6030, 6069 ], [ 6070, 6333 ], [ 6333, 6460 ], [ 6460, 6584 ], [ 6585, 6607 ], [ 6608, 6978 ], [ 6978, 7203 ], [ 7203, 7342 ], [ 7343, 7658 ], [ 7659, 7675 ], [ 7676, 7864 ], [ 7864, 8059 ], [ 8060, 8150 ], [ 8150, 8309 ], [ 8309, 8547 ], [ 8548, 8733 ], [ 8733, 8867 ], [ 8868, 9101 ], [ 9101, 9243 ], [ 9244, 9440 ], [ 9440, 9667 ], [ 9667, 9785 ], [ 9786, 9952 ], [ 9953, 10148 ], [ 10149, 10269 ], [ 10270, 10297 ], [ 10298, 10495 ], [ 10495, 10739 ], [ 10739, 10905 ], [ 10906, 10974 ], [ 10975, 10985 ], [ 10985, 11010 ], [ 11011, 11044 ], [ 11044, 11054 ], [ 11054, 11083 ], [ 11084, 11117 ], [ 11117, 11123 ], [ 11123, 11128 ], [ 11128, 11157 ], [ 11158, 11191 ], [ 11191, 11196 ], [ 11196, 11225 ], [ 11226, 11259 ], [ 11259, 11272 ], [ 11272, 11300 ], [ 11301, 11334 ], [ 11334, 11342 ], [ 11342, 11371 ], [ 11372, 11405 ], [ 11405, 11420 ], [ 11420, 11449 ], [ 11450, 11483 ], [ 11483, 11493 ], [ 11493, 11522 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 37, 48, 49, 50 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 14, 15 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 13 ] }, "nda-19": { "choice": "Entailment", "spans": [ 60 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 37 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 22, 30, 32 ] }, "nda-17": { "choice": "Entailment", "spans": [ 33 ] }, "nda-8": { "choice": "Entailment", "spans": [ 25 ] }, "nda-13": { "choice": "Entailment", "spans": [ 16, 18 ] }, "nda-5": { "choice": "Entailment", "spans": [ 22 ] }, "nda-4": { "choice": "Entailment", "spans": [ 14, 50 ] } } } ], "document_type": "search-pdf", "url": "https://natomasunified.org/content/uploads/2017/05/NUSD-Non-Disclosure-Agreement.pdf" }, { "id": 284, "file_name": "Non%20Disclosure%20Agreement_1.pdf", "text": "NON-DISCLOSURE AGREEMENT\nWHEREAS, a corporation with its principal place of business at (hereinafter referred to as ), and the Board of Regents of the University System of Georgia on behalf of the Augusta University, a public university with its principal place of business in Augusta, Georgia wish to exchange confidential information while obtaining assurances that this information will be kept confidential by the other party; and,\nWHEREAS, unauthorized disclosure of any confidential information to any person or entity will cause irreparable harm to the parties;\nNOW, THEREFORE, the parties agree as follows:\n1. Confidential Information means any information not generally known to the public, whether recorded or conveyed in written, graphic, oral or physical form, including but not limited to scientific knowledge, know-how, processes, inventions, techniques, formulae, products, business operations, customer requirements, data, original copyrighted or copyrightable works, plans or other records, biological materials, and/or software.\n2. Confidential Information does not include information which a party can demonstrate and document that:\n(a) was in his or her knowledge or possession prior to receiving the information from the other party; or,\n(b) was public knowledge or has become public knowledge through no fault of the party claiming that the information is not Confidential Information; or,\n(c) was independently developed without reference to the Confidential Information; or,\n(d) came into his or her possession through a third party who was not obligated to keep the information confidential.\n3. The parties shall:\n(a) not disclose any Confidential Information obtained from the other party to any person or entity without the prior written permission of the other party; and,\n(b) not take, copy, or retain any Confidential Information in any written, electronic, or physical form whatsoever without the written permission of the other party; and,\n(c) return any Confidential Information in any written, electronic, or physical form whatsoever in his or her possession, or to delete forever any Confidential Information that he or she may have stored on a computer or other device, at the request of the other party, except that each party may keep one copy in its confidential legal files for the purpose of assuring compliance with this agreement.\n4. Notwithstanding the duty of non-disclosure in paragraph 3, the parties may disclose Confidential Information to their directors, officers, employees, advisors and representatives, provided that these persons are bound by the duty of non-disclosure in this agreement and are informed of this duty.\n5. This agreement shall be governed by the laws of the State of Georgia.\n6. This agreement shall terminate upon the mutual agreement of the parties, or at such time that the parties and their assigns no longer have any legal or equitable claim to any Confidential Information.\nIN WITNESS WHEREOF, the parties signify their acceptance of these terms and conditions by their signature below:\nThe Board of Regents of the University Name of Entity:\nSystem of Georgia on behalf of the\nAugusta University: __________________________________\n________________________________ __________________________________\nSignature Signature\nName: __________________________ Title: Name: __________________________\n___________________________ Date: Title: ___________________________\n___________________________ Date: ___________________________\n", "spans": [ [ 0, 24 ], [ 25, 435 ], [ 436, 568 ], [ 569, 614 ], [ 615, 1046 ], [ 1047, 1152 ], [ 1153, 1259 ], [ 1260, 1412 ], [ 1413, 1499 ], [ 1500, 1617 ], [ 1618, 1639 ], [ 1640, 1801 ], [ 1802, 1972 ], [ 1973, 2374 ], [ 2375, 2674 ], [ 2675, 2747 ], [ 2748, 2951 ], [ 2952, 3064 ], [ 3065, 3119 ], [ 3120, 3154 ], [ 3155, 3175 ], [ 3175, 3209 ], [ 3210, 3243 ], [ 3243, 3277 ], [ 3278, 3297 ], [ 3298, 3304 ], [ 3304, 3331 ], [ 3331, 3344 ], [ 3344, 3370 ], [ 3371, 3399 ], [ 3399, 3405 ], [ 3405, 3412 ], [ 3412, 3439 ], [ 3440, 3468 ], [ 3468, 3474 ], [ 3474, 3501 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 4 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 5, 8 ] }, "nda-20": { "choice": "Entailment", "spans": [ 10, 13 ] }, "nda-3": { "choice": "Entailment", "spans": [ 4 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 10, 11, 14 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 10, 12 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 5, 9 ] }, "nda-5": { "choice": "Entailment", "spans": [ 14 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "https://www.augusta.edu/services/legal/Non%20Disclosure%20Agreement_1.pdf" }, { "id": 285, "file_name": "Non-Disclosure%20Agreement%202015.pdf", "text": "Non-Disclosure Agreement\nThis Agreement is entered into as of _______________, ____ between __________________________ (\u201cRecipient\u201d) and the International Code of Conduct for Private Security Service Providers\u2019 Association (the \u201cICoCA\u201d or the \u201cAssociation\u201d)(together the Parties).\nPrimary Purpose\nThe Primary Purpose of the Agreement is to enable the sharing of information between the Association and the Recipient in a manner that enables the proper functioning of the Association and the full participation of members while also providing access to Confidential Information (as defined in this Agreement) and the responsibilities to ensure that such information is not disseminated or used inappropriately.\nThe Parties agree that the disclosure of information designated as Confidential Information under this Confidentiality and Non-Disclosure Agreement shall not breach the Agreement in the following circumstances:\n(a) Where the Confidential Information is in the public domain for reasons other than any act or omission of the Association or the Recipient; and/or\n(b) Where the Parties have a mandatory, legally binding obligation which requires disclosure of Confidential Information.\nThe Recipient hereby agrees and affirms his/her understanding of the following:\n(1) that in the normal course of business of the Association, there may be times when Recipient, as a Director, Officer, or Staff Member of the Association, receives information that is confidential, sensitive, and/or not in the public domain and that, if disclosed to persons other than those for whom the information as intended, has the potential to harm the Association, its individual members, other participants, or any of their business partners or related entities or persons (such information hereafter referred to as \u201cConfidential Information\u201d);\n(2) that the disclosure of Confidential Information to persons other than those to whom the information was intended, and for purposes other than the normal business operations of the Association, is not only damaging to the fundamental relationship of trust that exists between and among the Association and its members but may jeopardize the Association\u2019s ability to function effectively and subject it to potential legal liability and other consequences;\n(3) that the Recipient has been or will be provided with access to certain Confidential Information solely for the purpose of carrying out his/her responsibilities as a Director, Officer, or Staff Member of the Association;\n(4) that the Recipient shall not disclose Confidential Information to any person other than the Directors, Officers, or Staff Members of the Association, unless he/she has clear instruction from the Executive Director or Board Chairperson to do so, and then shall disclose such information only for the limited purpose for which such instruction is given and no other purpose;\n(5) that the Recipient is aware of and has reviewed the ICoCA\u2019s Conflict of Interest and Information Security policies and that Recipient shall not disclose Confidential Information to any person within the Association (i.e., the Directors, Officers, or Staff Members) if the disclosure of such information would violate the Association\u2019s Conflict of Interest or Information Security policies;\n(6) that in the event Recipient violates any part of this Confidentiality and Non-Disclosure Agreement, the Association may pursue legal and/or equitable remedies from Recipient;\n(7) that in the event any proceeding to enforce this Confidentiality and Non-Disclosure Agreement or decide any matter relating to it Recipient becomes necessary, the Agreement shall be governed by the laws of Switzerland pertaining thereto and the Recipient agrees to submit to the non-exclusive jurisdiction of the courts of the Canton of Geneva, Switzerland; and\n(8) that continued adherence to this Confidentiality and Non-Disclosure Agreement is an essential term of employment as a Staff Member of the Association and/or an essential part of the Recipient\u2019s roles and responsibilities as a Director or Officer, the violation of which will permit the Association to terminate such employment or terminate such person from his7her position in addition to seeking any other legal or equitable remedies.\nDefinition of Confidential Information\nFor the purposes of this Agreement, Confidential Information includes, but is not limited to, financial or other competitive business information that may be collected by the Association regarding industry members (and non-members) of the Association, information of a personal nature regarding any of the officers, staff, or employees of the Association or its members, information shared in the course of Board or other Association meetings or discussions (unless such information has been specifically cleared for public release), and any other information which might be reasonably foreseen to be harmful if disclosed outside of the Association and/or for reasons other than in accordance with a Director\u2019s, Officer\u2019s, or Staff Member\u2019s duties to the Association.\nIn the case that the Recipient is unclear or has any question regarding whether or not a particular piece of information falls within Confidential Information, the Recipient will consult with the Executive Director or Office Manager prior to disclosing such information.\nSigned and agreed to this ___ day of ______________, 2015\n__________________________________ ______________________________________\n[typed name:_______________________] [type named and position: ________________]\nRecipient for the Association\n", "spans": [ [ 0, 15 ], [ 15, 24 ], [ 25, 62 ], [ 62, 92 ], [ 92, 119 ], [ 119, 280 ], [ 281, 296 ], [ 297, 709 ], [ 710, 920 ], [ 921, 1070 ], [ 1071, 1192 ], [ 1193, 1272 ], [ 1273, 1828 ], [ 1829, 2286 ], [ 2287, 2510 ], [ 2511, 2887 ], [ 2888, 3281 ], [ 3282, 3460 ], [ 3461, 3826 ], [ 3827, 4266 ], [ 4267, 4305 ], [ 4306, 5073 ], [ 5074, 5344 ], [ 5345, 5382 ], [ 5382, 5402 ], [ 5403, 5438 ], [ 5438, 5476 ], [ 5477, 5514 ], [ 5514, 5540 ], [ 5540, 5557 ], [ 5558, 5587 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 21 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 11, 15 ] }, "nda-4": { "choice": "Entailment", "spans": [ 11, 14 ] } } } ], "document_type": "search-pdf", "url": "http://icoca.ch/sites/default/files/resources/Non-Disclosure%20Agreement%202015.pdf" }, { "id": 286, "file_name": "Non-Disclosure%20Agreement_3.pdf", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement (\"Agreement\") is entered into and made effective as of____________ (\"Effective Date\") between Green Industrial Supply, Inc., with offices located at 1525 Innovation Drive Dubuque, IA 52002, and _______________________, a _______________________________________________ corporation, having its principal place of business at ____________________________________ (\"Supplier\"). WHEREAS, the parties wish to cooperate with one another to carry out the Purpose as defined hereunder, and are willing, but not required, to disclose or otherwise make available to one another Confidential Information, as defined hereunder, subject to the terms and conditions of this Agreement.\nTHEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties now hereby agree as follows:\n1. PURPOSE. The \u201cPurpose\u201d of this Agreement shall be to facilitate the exchange of Confidential Information, as defined hereunder, between Supplier and Green Industrial Supply, Inc. to determine whether Supplier and Green Industrial Supply, Inc. will enter into an agreement under which Supplier will provide goods and/or services to Green Industrial Supply, Inc.\n2. CONFIDENTIAL INFORMATION. All information disclosed by or on behalf of a party (\u201cDiscloser\u201d) and/or its Affiliates during the term of this Agreement which is received, learned, or observed by the other party (\u201cRecipient\u201d) and/or its Affiliates is \u201cConfidential Information,\u201d including, but not limited to, business and financial information, marketing and strategic plans, customer lists, employee lists, reports, technologies, processes and operations, compilations, analyses, forecasts, studies, summaries, notes, data, product designs, drawings, prints, specifications, production schedules, test data, operations, inventions, know-how, component and part designs, schematics, formulations, samples, passwords, machines, network IDs, prototypes, mock-ups, templates, processing and control information, product performance data, manuals, purchase and sales records, warranty and repair records, marketing information, quotes and pricing information, computer programs, or the like, including e-mail and electronic communication discussing any of the foregoing. Notwithstanding the forgoing, Confidential Information shall not include any information that is:\n(a) already lawfully in the possession of or known to Recipient as of the Effective Date without any obligation of confidentiality;\n(b) already in the public domain at the time of disclosure to Recipient or which, after such disclosure, enters into the public domain through no fault of Recipient;\n(c) lawfully furnished or disclosed to Recipient by a non-party to this Agreement without any obligation of confidentiality and through no wrongful act of Recipient;\n(d) independently developed by Recipient without the use of any Confidential Information; or\n(e) explicitly approved for public release by Discloser.\nThe foregoing list of exceptions is exhaustive and shall be strictly construed. In cases of doubt as to the use of Confidential Information, Recipient shall request that Discloser provide prior express written authorization of such use.\n3. NON-DISCLOSURE. Recipient shall not disclose Confidential Information to any other person or entity. Recipient shall not disclose Confidential Information to any of its Representatives or Representatives of its Affiliates, except as required to carry out the Purpose under this Agreement for the benefit of Deere and its Affiliates. \u201cRepresentative\u201d shall mean any officer, director, employee, contractor, agent, supplier, or advisor of its respective entity. \u201cAffiliate\u201d shall mean any corporation, partnership, or other entity that, either directly or indirectly, controls, is controlled by, or is under common control with a party, where control is defined as having more than a fifty percent (50%) controlling interest.\n4. NON-USE. Recipient shall not use Confidential Information except as required to carry out the Purpose under this Agreement. Recipient shall not make copies of Confidential Information in any manner that obstructs or obscures the confidentiality marking of Discloser. This Agreement does not grant Recipient a license or any other rights of any type under any patents, know-how, copyrights, trade secrets, trademarks or other intellectual property owned or controlled by Discloser or any related entity, including but not limited to, any name, trade dress, logo or equivalents.\n5. CONFIDENTIALITY. Recipient shall take reasonable measures to protect Confidential Information from misuse and unauthorized disclosure, but in no event less than the measures it takes to protect its own confidential information. Prior to disclosure of Confidential Information to Recipient\u2019s contractor, agent, supplier or advisor, Recipient shall ensure that such contractor, agent, supplier or advisor has executed a non-disclosure agreement for the benefit of Green Industrial Supply, Inc. in form and substance equivalent to this Agreement. Recipient shall be responsible for any misuse or unauthorized disclosure of Confidential Information by its Representatives or Representatives of its Affiliates. A disclosure of Confidential Information required under legal process shall not be considered to be a breach of confidentiality by Recipient or a waiver of such obligation by Discloser. Before any such disclosure, however, Recipient shall provide prompt written notice to Discloser to enable it to seek a protective order or prevent disclosure.\n6. RETURN OF MATERIALS. All forms of Confidential Information, tangible and electronic, and all copies thereof, shall be and remain the sole and exclusive property of Discloser, and shall be promptly returned or destroyed by Recipient upon the earlier of the written request of Discloser or the termination of this Agreement. Except as noted in the immediately following sentence, Confidential Information contained in electronically archived notes, reports, correspondences, emails, and other business records prepared by Recipient in connection with the Purpose under this Agreement need not be returned or destroyed, but shall be subject to all other terms of this Agreement. Confidential Information in the form of schematics, prints, drawings, formulations, and descriptions of processes and know-how, and the like, must be returned to Discloser or destroyed pursuant to this Section 6.\n7. TERM AND TERMINATION. The obligations of this Agreement shall be continuing until the Confidential Information disclosed to Recipient is no longer confidential\n8. REPRESENTATIONS AND WARRANTIES. ALL CONFIDENTIAL INFORMATION UNDER THIS AGREEMENT IS PROVIDED TO RECIPIENT \u201cAS-IS\u201d WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO ITS ACCURACY, COMPLETENESS OR PERFORMANCE. Both parties represent and warrant they will comply with all applicable federal, state and local laws, rules, regulations, statutes, ordinances, codes, orders and/or programs (whether in effect as of the Effective Date of this Agreement or enacted during the term of this Agreement).\n9. NO ADDITIONAL OBLIGATIONS. This Agreement shall not be interpreted to obligate any party to provide or accept any Confidential Information to or from any other party, or to enter into any further contract or arrangement with any other party, or to purchase or sell any products or services from or to any other party, or to create any joint-venture or partnership.\n10. SUCCESSORS AND ASSIGNS. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The parties agree not to assign any rights or delegate any duties under this Agreement without the other party\u2019s prior written consent, and any attempt to do so is void and has no effect.\n11. LAW AND VENUE. The laws of the State of Iowa, without giving effect to its conflicts of law principles, govern all matters arising out of or relating to this Agreement. The parties consent to the exclusive jurisdiction of, and forum and/or venue in, any federal or state court of competent jurisdiction located in Iowa for the purposes of adjudicating any matter arising out of or relating to this Agreement. Litigation or legal proceedings which arise out of or relate to this Agreement are to be conducted before a judge and not a jury.\n12. SEVERABILITY AND WAIVER. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force and effect, so long as the essential terms and conditions of this Agreement reflect the original intent of the parties and remain valid, legal, and enforceable. The failure of a party to enforce a provision, exercise a right or pursue a default of this Agreement shall not be considered a waiver. The express waiver of a provision is to be effective only in the specific instance, and as to the specific purpose, for which it was given.\n13. REMEDIES. It is agreed that monetary damages may not be a sufficient remedy for breach of this Agreement. Discloser is entitled to seek injunctive relief without proof of actual damages. In addition, Discloser may seek other appropriate relief, including monetary damages. Unless stated otherwise, all remedies provided for in this Agreement are to be cumulative and in addition to, and not in lieu of, any other remedies available to either party at law, in equity or otherwise.\n14. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding of the parties and supersedes any and all prior oral agreements, arrangements and understandings relating to the Purpose provided for herein. This Agreement is to be construed without regard to the party or parties responsible for its drafting or preparation. The section headings and captions contained in this Agreement are for convenience only and do not affect the construction or interpretation of any provision of this Agreement. No amendment, waiver or modification of this Agreement is binding unless it is in a writing that explicitly references this Agreement and is signed by authorized representatives of both parties.\n15. COUNTERPARTS. This Agreement may be executed in several counterparts and all counterparts so executed by all the parties and affixed to this Agreement shall constitute a valid and binding agreement, even though all the parties have not signed the same counterpart.\nIN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly executed by its respective duly authorized representative as follows:\nGreen Industrial Supply, Inc. Supplier\n(Signature) (Signature)\n(Print Name) (Print Name)\n(Title) (Title)\n(Date Signed) (Date Signed)\n", "spans": [ [ 0, 31 ], [ 32, 288 ], [ 288, 290 ], [ 290, 338 ], [ 338, 393 ], [ 393, 430 ], [ 430, 444 ], [ 444, 739 ], [ 740, 980 ], [ 981, 993 ], [ 993, 1344 ], [ 1345, 1374 ], [ 1374, 2412 ], [ 2412, 2509 ], [ 2510, 2641 ], [ 2642, 2807 ], [ 2808, 2973 ], [ 2974, 3066 ], [ 3067, 3123 ], [ 3124, 3204 ], [ 3204, 3360 ], [ 3361, 3380 ], [ 3380, 3465 ], [ 3465, 3697 ], [ 3697, 3824 ], [ 3824, 4087 ], [ 4088, 4100 ], [ 4100, 4215 ], [ 4215, 4358 ], [ 4358, 4667 ], [ 4668, 4688 ], [ 4688, 4899 ], [ 4899, 5215 ], [ 5215, 5377 ], [ 5377, 5563 ], [ 5563, 5721 ], [ 5722, 5746 ], [ 5746, 6048 ], [ 6048, 6401 ], [ 6401, 6613 ], [ 6614, 6639 ], [ 6639, 6776 ], [ 6777, 6812 ], [ 6812, 7007 ], [ 7007, 7290 ], [ 7291, 7321 ], [ 7321, 7658 ], [ 7659, 7687 ], [ 7687, 7825 ], [ 7825, 8012 ], [ 8013, 8032 ], [ 8032, 8186 ], [ 8186, 8426 ], [ 8426, 8555 ], [ 8556, 8585 ], [ 8585, 8900 ], [ 8900, 9036 ], [ 9036, 9175 ], [ 9176, 9190 ], [ 9190, 9286 ], [ 9286, 9367 ], [ 9367, 9453 ], [ 9453, 9659 ], [ 9660, 9682 ], [ 9682, 9887 ], [ 9887, 10005 ], [ 10005, 10181 ], [ 10181, 10375 ], [ 10376, 10394 ], [ 10394, 10644 ], [ 10645, 10789 ], [ 10790, 10828 ], [ 10829, 10852 ], [ 10853, 10878 ], [ 10879, 10894 ], [ 10895, 10922 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 37 ] }, "nda-15": { "choice": "Entailment", "spans": [ 29, 37 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 12 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 38, 41, 55 ] }, "nda-12": { "choice": "Entailment", "spans": [ 13, 17 ] }, "nda-20": { "choice": "Entailment", "spans": [ 38 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 23, 24, 25 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 34, 35 ] }, "nda-13": { "choice": "Entailment", "spans": [ 13, 16 ] }, "nda-5": { "choice": "Entailment", "spans": [ 23, 24, 25 ] }, "nda-4": { "choice": "Entailment", "spans": [ 27 ] } } } ], "document_type": "search-pdf", "url": "http://www.grnind.com/assets/downloads/Non-Disclosure%20Agreement.pdf" }, { "id": 287, "file_name": "Non-Disclosure%20Agreement_5.pdf", "text": "Black and White Inc\nSoftware Development\nNon-Disclosure Agreement\nThis Non-Disclosure Agreement (the \u201cAgreement\u201d) is made and entered into as of the later of the two signature dates below by and between Donn Milton Edwards, trading as \u201cBlack and White Inc\u201d, (\u201cBlack and White Inc\u201d), and ___________________________________________________ (\u201cCompany\u201d).\nIN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE MUTUAL DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS:\n1. Definition of Confidential Information and Exclusions.\n(a) \u201cConfidential Information\u201d means nonpublic information that a party to this Agreement (\u201cDisclosing Party\u201d) designates as being confidential to the party that receives such information (\u201cReceiving Party\u201d) or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party.\n\u201cConfidential Information\u201d includes, without limitation, information in tangible or intangible form relating to and/or including released or unreleased Disclosing Party software or hardware products, the marketing or promotion of any Disclosing Party product, Disclosing Party\u2019s business policies or practices, Disclosing Party\u2019s product pricing information, the terms and conditions of any proposed (or actual) license agreement or other agreement concerning Disclosing Party\u2019s products, license negotiations, and information received from others that Disclosing Party is obligated to treat as confidential.\nIn particular, the source code and libraries developed and/or maintained by \u201cBlack and White Inc\u201d should be regarded as strictly confidential, even if it is further modified or improved by the Receiving Party.\nExcept as otherwise indicated in this Agreement, the term \u201cDisclosing Party\u201d also includes all Affiliates of the Disclosing Party and, except as otherwise indicated, the term \u201cReceiving Party\u201d also includes all Affiliates of the Receiving Party. An \u201cAffiliate\u201d means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with a party.\nWhere the Receiving Party uses Confidential Information to maintain or develop software for any person, partnership, joint venture, corporation or other form of enterprise or customer, it shall take all necessary precautions to ensure that such Confidential Information, particularly source code, is not disclosed to these parties, unless specific written permission is obtained from \u201cBlack and White Inc\u201d in advance.\n(b) Confidential Information shall not include any information, however designated, that:\n(i) is or subsequently becomes publicly available without Receiving Party\u2019s breach of any obligation owed Disclosing Party;\n(ii) became known to Receiving Party prior to Disclosing Party\u2019s disclosure of such information to Receiving Party pursuant to the terms of this Agreement;\n(iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party;\n(iv) is independently developed by Receiving Party; or\n(v) constitutes Feedback (as defined in Section 5 of this Agreement).\n2. Obligations Regarding Confidential Information\n(a) Receiving Party shall:\n(i) Refrain from disclosing any Confidential Information of the Disclosing Party to third parties for ten (10) years following the date that Disclosing Party first discloses such Confidential Information to Receiving Party, for any reason whatsoever, except as expressly provided in Sections 2(b) and 2(c) of this Agreement;\n(ii) Take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, but no less than reasonable care, to keep confidential the Confidential Information of the Disclosing Party;\n(iii) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of Receiving Party\u2019s business relationship with Disclosing Party, and only as otherwise provided hereunder; and\n(iv) Refrain from reverse engineering, decompiling or disassembling any software code and/or pre-release hardware devices disclosed by Disclosing Party to Receiving Party under the terms of this Agreement, except as expressly permitted by applicable law.\n(b) Receiving Party may disclose Confidential Information of Disclosing Party in accordance with a judicial or other governmental order, provided that Receiving Party either\n(i) gives the undersigned Disclosing Party reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, or\n(ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. Notwithstanding the foregoing, the Receiving Party shall not disclose any computer source code that contains Confidential Information of the Disclosing Party in accordance with a judicial or other governmental order unless it complies with the requirement set forth in sub-section (i) of this Section 2(b).\n(c) The undersigned Receiving Party may disclose Confidential Information only to Receiving Party\u2019s employees and consultants on a need-to-know basis. The undersigned Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable it to comply with all the provisions of this Agreement.\n(d) Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party and its employees and consultants, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.\n(e) Receiving Party shall, at Disclosing Party\u2019s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party as Confidential Information, or at Disclosing Party\u2019s option, certify destruction of the same.\n3. Rights and Remedies\n(a) Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party and its employees and consultants, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.\n(b) Receiving Party shall, at Disclosing Party\u2019s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party as Confidential Information, or at Disclosing Party\u2019s option, certify destruction of the same.\n(c) The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.\n4. Miscellaneous\n(a) All Confidential Information is and shall remain the property of Disclosing Party. By disclosing Confidential Information to Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. Disclosing Party reserves without prejudice the ability to protect its rights under any such patents, copyrights, trademarks, or trade secrets except as otherwise provided herein.\n(b) In the event that the Disclosing Party provides any computer software and/or hardware to the Receiving Party as Confidential Information under the terms of this Agreement, such computer software and/or hardware may only be used by the Receiving Party for evaluation and providing Feedback (as defined in Section 5 of this Agreement) to the Disclosing Party. Unless otherwise agreed by the Disclosing Party and the Receiving Party, all such computer software and/or hardware is provided \u201cAS IS\u201d without warranty of any kind, and Receiving Party agrees that neither Disclosing Party nor its suppliers shall be liable for any damages whatsoever arising from or relating to Receiving Party\u2019s use or inability to use such software and/or hardware.\n(c) The parties agree to comply with all applicable international and national laws that apply to\n(i) any Confidential Information, or\n(ii) any product (or any part thereof), process or service that is the direct product of the Confidential Information, as well as end-user, end-use and destination restrictions issued by South African and other governments.\n(d) The terms of confidentiality under this Agreement shall not be construed to limit either the Disclosing Party or the Receiving Party\u2019s right to independently develop or acquire products without use of the other party\u2019s Confidential Information. Further, the Receiving Party shall be free to use for any purpose the residuals resulting from access to or work with the Confidential Information of the Disclosing Party, provided that the Receiving Party shall not disclose the Confidential Information except as expressly permitted pursuant to the terms of this Agreement. The term \u201cresiduals\u201d means information in intangible form, which is retained in memory by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. The Receiving Party shall not have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, this sub-paragraph shall not be deemed to grant to the Receiving Party a license under the Disclosing Party\u2019s copyrights or patents.\n(e) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Disclosing Party, the Receiving Party, their agents, or employees, but only by an instrument in writing signed by an authorized employee of Disclosing Party and the Receiving Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.\n(f) If either the Disclosing Party or the Receiving Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys\u2019 fees.\n(g) This Agreement shall be binding upon and inure to the benefit of each party\u2019s respective successors and lawful assigns; provided, however, that neither party may assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of the other party.\n(h) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.\n(i) If any Confidential Information is disclosed to any other party, both the Disclosing Party and the Receiving Party shall be deemed to be equally responsible for the consequences of such disclosure, including, but not restricted to, liability for patent or copyright infringement of any other party\u2019s code thus disclosed, and/or failure to obtain the necessary permission to use the code or proprietary information contained therein.\n(j) Either party may terminate this Agreement with or without cause upon ninety (90) days prior written notice to the other party. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination.\n5. Suggestions and Feedback\nThe Receiving Party may from time to time provide suggestions, comments or other feedback (\u201cFeedback\u201d) to the Disclosing Party with respect to Confidential Information provided originally by the Disclosing Party. Both parties agree that all Feedback is and shall be given entirely voluntarily. Feedback, even if designated as confidential by the Disclosing Party, shall not, absent a separate written agreement, create any confidentiality obligation for the Receiving Party. Furthermore, except as otherwise provided herein or in a separate subsequent written agreement between the parties, the Receiving Party shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement.\nCOMPANY: Black and White Inc, 307 Aldara Lodge,\nAddress: 45 Mountainview Ave\nAldara Park, 2194 South Africa\nBy: By:\nName: Name:\nTitle: Title:\nDate: Date:\n", "spans": [ [ 0, 19 ], [ 20, 40 ], [ 41, 56 ], [ 56, 65 ], [ 66, 86 ], [ 86, 339 ], [ 339, 351 ], [ 352, 525 ], [ 526, 583 ], [ 584, 908 ], [ 909, 1517 ], [ 1518, 1727 ], [ 1728, 1974 ], [ 1974, 2238 ], [ 2239, 2656 ], [ 2657, 2746 ], [ 2747, 2870 ], [ 2871, 3026 ], [ 3027, 3193 ], [ 3194, 3248 ], [ 3249, 3318 ], [ 3319, 3368 ], [ 3369, 3395 ], [ 3396, 3720 ], [ 3721, 3963 ], [ 3964, 4220 ], [ 4221, 4475 ], [ 4476, 4649 ], [ 4650, 4831 ], [ 4832, 5041 ], [ 5041, 5322 ], [ 5322, 5347 ], [ 5348, 5499 ], [ 5499, 5709 ], [ 5710, 6156 ], [ 6157, 6472 ], [ 6473, 6495 ], [ 6496, 6942 ], [ 6943, 7258 ], [ 7259, 7587 ], [ 7588, 7604 ], [ 7605, 7692 ], [ 7692, 7945 ], [ 7945, 8124 ], [ 8125, 8487 ], [ 8487, 8871 ], [ 8872, 8969 ], [ 8970, 9006 ], [ 9007, 9230 ], [ 9231, 9480 ], [ 9480, 9805 ], [ 9805, 10025 ], [ 10025, 10197 ], [ 10197, 10338 ], [ 10339, 10454 ], [ 10454, 10584 ], [ 10584, 10885 ], [ 10885, 11027 ], [ 11028, 11249 ], [ 11250, 11595 ], [ 11596, 11790 ], [ 11791, 12227 ], [ 12228, 12359 ], [ 12359, 12558 ], [ 12559, 12586 ], [ 12587, 12800 ], [ 12800, 12881 ], [ 12881, 13062 ], [ 13062, 13441 ], [ 13442, 13510 ], [ 13511, 13558 ], [ 13559, 13587 ], [ 13588, 13618 ], [ 13619, 13626 ], [ 13627, 13638 ], [ 13639, 13652 ], [ 13653, 13664 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 22, 26 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 41, 42, 53 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 10 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 9 ] }, "nda-19": { "choice": "Entailment", "spans": [ 63 ] }, "nda-12": { "choice": "Entailment", "spans": [ 15, 19 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 35, 38 ] }, "nda-3": { "choice": "Entailment", "spans": [ 10 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 32 ] }, "nda-17": { "choice": "Entailment", "spans": [ 22, 25, 68 ] }, "nda-8": { "choice": "Entailment", "spans": [ 27, 28 ] }, "nda-13": { "choice": "Entailment", "spans": [ 15, 18 ] }, "nda-5": { "choice": "Entailment", "spans": [ 32 ] }, "nda-4": { "choice": "Contradiction", "spans": [ 50 ] } } } ], "document_type": "search-pdf", "url": "https://www.openaccess.co.za/BlackAndWhiteInc/Non-Disclosure%20Agreement.pdf" }, { "id": 288, "file_name": "Non-Disclosure-Agreement-FORS-Cert-Body.pdf", "text": "FORS CERTIFICATION BODY NON DISCLOSURE AGREEMENT\nThis Agreement is made XX\u2026day of XX 20XX\nBETWEEN\nAECOM Limited, company number 01846493, whose registered office is 63-77 Victoria Street, St Albans, Hertfordshire, AL1 3ER.\nAND\n[Company name, number and address.]\nThe above parties being referred to in this Agreement as the \u201cParties\u201d or individually as the \u201cParty\u201d\nBACKGROUND\n(A) The Parties have each requested the other to make available confidential information concerning the other for the purposes of evaluating [Company name] becoming a Fleet Operator Recognition Scheme (FORS) certification body which would mean that it would be approved by FORS to undertake fee earning audits on members who would then be accredited and recognised as FORS operators (the \u201cPermitted Purpose\u201d).\n(B) For their mutual benefit, the Parties wish to exchange such confidential information\n1. CONFIDENTIAL INFORMATION\n\u201cConfidential Information\u201d means collectively and individually all or any information of whatsoever nature, disclosed in any form, whether oral, visual, written or in electronic form (including, without limitation, any documentation, reports, calculations, processes, methodologies, manuals and membership data) relating to [Company name] and FORS operators, audit processes and commercial data together with all records or copies or extracts thereof in whatever media held.\n2. RECEIVING PARTY\u2019S OBLIGATIONS\nIn consideration of the disclosing of Confidential Information to each other, each Party undertakes to the other Party:-\n2.1.1 to keep the Confidential Information secret and acknowledges the proprietary nature of the Confidential Information;\n2.1.2 to use it only for the Permitted Purpose;\n2.1.3 not to disclose it to anyone or to make copies of it unless this Agreement expressly permits such disclosure or the prior written consent of the other Party is given.\n2.2 The above duties of confidentiality shall not apply to information that the receiving Party can demonstrate by reasonable documentary proof:-\n2.2.1 to have been in the public domain at the time of receipt or to subsequently entered the public domain through no fault of the receiving Party;\n2.2.2 to have been lawfully known by the receiving Party prior to its receipt; or\n2.2.3 to have been disclosed to the receiving Party without restriction by a third party.\n3. PERMITTED DISCLOSURE\n3.1 The receiving Party may disclose Confidential Information:\n3.1.1 only to such employees of the receiving Party as are strictly necessary for the Permitted Purpose; and/or\n3.1.2 as required by any order of any court of competent jurisdiction or any competent judicial, governmental or regularly body.\n3.2 Prior to disclosure of any Confidential Information under Clause 3.1.2, the receiving Party shall (to the extent permitted by law) inform the disclosing Party of the complete circumstances and the details of the information to be disclosed.\n4. THIRD PARTIES\n4.1 The receiving Party shall notify anyone to whom it is authorised to disclose the Confidential Information that it is confidential and procure that they comply with this Agreement. On the request of the disclosing Party, the receiving Party shall procure that they enter into a confidentiality agreement on terms and conditions no less onerous than those contained in this Agreement.\n4.2 Neither Party may assign this Agreement without the prior written consent of the other Party.\n4.3 This Agreement shall not confer and shall not purport to confer on any third party any benefit or any right to enforce any term of this Agreement for the purposes of the Contracts (Rights of Third Parties) Act 1999 or otherwise.\n5. COPIES\n5.1 The receiving Party shall acquire no proprietary interest in or right to the Confidential Information supplied to it by the disclosing Party.\n5.1.1 The receiving Party may only make such copies of Confidential Information as are expressly authorised by the disclosing Party for the Permitted Purpose and for disclosures that are not in breach of this Agreement. The receiving Party will clearly label all copies of Confidential Information as confidential.\n5.2 If the disclosing Party so requests in writing, the receiving Party shall immediately:-\n5.2.1 return all Confidential Information including copies to the disclosing Party; and\n5.2.2 destroy or permanently erase all copies made by the receiving Party and procure that anyone to whom the receiving Party has supplied copies destroys or permanently erases such copies and any further copies made by them.\n6. GENERAL\n6.1 Each Party shall indemnify and hold harmless the other Party against all loss, damage and expense (including legal expenses) whatsoever and howsoever arising out of or in connection with any breach by the first Party or its employees of this Agreement.\n6.2 Each Party acknowledges and agrees that damages alone may not be an adequate remedy for a breach of this Agreement and that each Party shall be entitled to an order for injunctive relief in the event of any actual, threatened or anticipated breach of this Agreement by the other Party.\n6.3 Nothing in this Agreement or its operation shall constitute an obligation on either Party to enter into any proposed joint venture, consortium or partnership or pursue any commercial arrangement with the other Party.\n7. GOVERNING LAW\n7.1 No amendments, changes or modifications to this Agreement shall be valid except if the same are agreed in writing and signed by a duly authorised representative or each of the Parties hereto.\n7.2 This Agreement comprises the full and complete agreement of the Parties hereto with respect to the Confidential Information and supersedes and cancels all prior communications, understandings and agreements between the Parties relating to the Confidential Information whether oral, express or implied.\n7.3 This Agreement shall be governed by and construed in accordance with the Laws of England and Wales. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the Courts of England to settle any dispute that arises out of or in connection with this Agreement.\nIN WITNESS whereof the Parties have entered into this Agreement on the date stated at the beginning.\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.......... Authorised signatory for and on behalf of AECOM Limited\n(Signed)\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..........\n(Name)\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..........\n(Position)\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..........\n(Signed)\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..........\n(Name)\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..........\n(Position)\nAuthorised signatory for and on behalf of\n", "spans": [ [ 0, 48 ], [ 49, 89 ], [ 90, 97 ], [ 98, 104 ], [ 104, 222 ], [ 223, 226 ], [ 227, 262 ], [ 263, 364 ], [ 365, 375 ], [ 376, 785 ], [ 786, 874 ], [ 875, 902 ], [ 903, 1377 ], [ 1378, 1410 ], [ 1411, 1531 ], [ 1532, 1654 ], [ 1655, 1702 ], [ 1703, 1875 ], [ 1876, 1880 ], [ 1880, 2021 ], [ 2022, 2170 ], [ 2171, 2252 ], [ 2253, 2342 ], [ 2343, 2366 ], [ 2367, 2371 ], [ 2371, 2429 ], [ 2430, 2541 ], [ 2542, 2670 ], [ 2671, 2915 ], [ 2916, 2932 ], [ 2933, 2937 ], [ 2937, 3117 ], [ 3117, 3319 ], [ 3320, 3417 ], [ 3418, 3422 ], [ 3422, 3650 ], [ 3651, 3660 ], [ 3661, 3665 ], [ 3665, 3806 ], [ 3807, 3813 ], [ 3813, 4027 ], [ 4027, 4121 ], [ 4122, 4126 ], [ 4126, 4213 ], [ 4214, 4301 ], [ 4302, 4527 ], [ 4528, 4538 ], [ 4539, 4795 ], [ 4796, 4805 ], [ 4805, 5085 ], [ 5086, 5090 ], [ 5090, 5306 ], [ 5307, 5323 ], [ 5324, 5328 ], [ 5328, 5519 ], [ 5520, 5524 ], [ 5524, 5825 ], [ 5826, 5830 ], [ 5830, 5930 ], [ 5930, 6103 ], [ 6104, 6204 ], [ 6205, 6232 ], [ 6232, 6287 ], [ 6288, 6296 ], [ 6297, 6323 ], [ 6324, 6330 ], [ 6331, 6357 ], [ 6358, 6368 ], [ 6369, 6395 ], [ 6396, 6404 ], [ 6405, 6431 ], [ 6432, 6438 ], [ 6439, 6465 ], [ 6466, 6476 ], [ 6477, 6518 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 38 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 12 ] }, "nda-1": { "choice": "Entailment", "spans": [ 41 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 43, 44, 45 ] }, "nda-3": { "choice": "Entailment", "spans": [ 12 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 25, 26 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 40 ] }, "nda-8": { "choice": "Entailment", "spans": [ 25, 27, 28 ] }, "nda-13": { "choice": "Entailment", "spans": [ 19, 21 ] }, "nda-5": { "choice": "Entailment", "spans": [ 25, 26 ] }, "nda-4": { "choice": "Entailment", "spans": [ 14, 16 ] } } } ], "document_type": "search-pdf", "url": "https://www.fors-online.org.uk/cms/wp-content/uploads/2018/07/Non-Disclosure-Agreement-FORS-Cert-Body.pdf" }, { "id": 290, "file_name": "Non-Disclosure-Agreement-v1.pdf", "text": "Non Disclosure Agreement\nDefinition of Confidential Information.\nFor purposes of this Agreement, \"Confidential Information\" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word \"Confidential\" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information.\nExclusions from Confidential Information.\nReceiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.\nObligations of Receiving Party.\nReceiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.\nTime Periods.\nThe nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.\nRelationships.\nNothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.\nSeverability.\n If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.\nIntegration.\nThis Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.\nWaiver.\nThe failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.\nThis Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party.\n", "spans": [ [ 0, 24 ], [ 25, 64 ], [ 65, 277 ], [ 277, 435 ], [ 435, 617 ], [ 618, 659 ], [ 660, 749 ], [ 749, 874 ], [ 874, 962 ], [ 962, 1101 ], [ 1101, 1184 ], [ 1185, 1216 ], [ 1217, 1370 ], [ 1370, 1635 ], [ 1635, 1918 ], [ 1918, 2157 ], [ 2158, 2171 ], [ 2172, 2570 ], [ 2571, 2585 ], [ 2586, 2737 ], [ 2738, 2751 ], [ 2752, 2753 ], [ 2753, 2928 ], [ 2929, 2941 ], [ 2942, 3129 ], [ 3129, 3206 ], [ 3207, 3214 ], [ 3215, 3328 ], [ 3329, 3452 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 3, 4 ] }, "nda-19": { "choice": "Entailment", "spans": [ 17 ] }, "nda-12": { "choice": "Entailment", "spans": [ 6, 8 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 4 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 13 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 14 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 6, 9 ] }, "nda-5": { "choice": "Entailment", "spans": [ 13 ] }, "nda-4": { "choice": "Entailment", "spans": [ 14 ] } } } ], "document_type": "search-pdf", "url": "https://technaut.co.uk/wp-content/uploads/2017/12/Non-Disclosure-Agreement-v1.pdf" }, { "id": 291, "file_name": "Non-Disclosure-Agreement.pdf", "text": "Tompkins Cortland Community College Non-Disclosure Agreement\nThis is a Nondisclosure Agreement made as of _______________________ (\"Effective Date\") between Tompkins Cortland Community College, an educational corporation organized and existing under the New York State Education Law, herein after referred to as \"Tompkins Cortland Community College, a member of the State University of New York, with its principal place of business at 170 North Street, PO Box 139, Dryden NY 13053, and _______________ (\u201cCompany\u201d), a ______________ corporation with its principal place of business at _______________________________________________________ for the purpose of protecting and preserving the confidential and/or proprietary nature of information to be disclosed or made available by Tompkins Cortland Community College to the Company under this Agreement. For purposes of this Agreement Tompkins Cortland Community College and Company are sometimes collectively referred to as the \u201cParties\u201d and individually referred to as a \u201cParty\u201d. As used herein, \u201cRecipient\u201d shall mean the Party who has been given \u201cConfidential Information\u201d (as hereinafter defined) by and of the other Party. Discloser shall mean the Party who gives Confidential Information to the other Party.\n1. The Parties agree to use the Confidential Information received hereunder solely for the purpose of performing the service or services for which the Company and Tompkins Cortland Community College have made an agreement (\u201cPurpose\u201d), and only to the extent necessary for the stated Purpose. The Recipient agrees that it will not provide Confidential Information to any third parties or business partners without prior written agreement from Tompkins Cortland Community College.\n2. \u201cConfidential Information\u201d means any business and/or personally identifiable information relating to Tompkins Cortland Community College's students, employees or other parties contained in files or storage systems to which the Company will be provided access by Tompkins Cortland Community College.\n3. \u201cConfidential Information\u201d shall include, without limitation, printed or electronically recorded matter, personally identifiable information, customer and employee information, business information, and other information of a non-public nature. Confidential Information also includes information generated as a result of the activities of the parties hereunder, and information whether disclosed in writing or orally, that is marked \u201cconfidential\u201d or should be deemed by its nature to be confidential.\n4. All Confidential Information shall remain the property of Tompkins Cortland Community College. No rights or license therein is granted except a limited right to use the Confidential Information solely for the Purpose.\n5. The Company agrees that for Confidential Information it shall use the same degree of care and means it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent unauthorized use or disclosure of such Confidential Information to third parties. The Confidential Information may be disclosed only to employees or contractors of the Recipient with a \u201cneed to know\u201d who are subject to written confidentiality agreements sufficient to carry out the intent of this Agreement.\n6. This Agreement shall be effective on the date of its full execution by the Parties. Upon request of Tompkins Cortland Community College, the Company shall promptly return all copies of the Confidential Information, in whatever form or media, to Tompkins Cortland Community College, or certify the destruction of all such Confidential Information.\n7. All notices shall be in writing and delivered by hand or sent by certified or registered mail, return receipt requested, or reputable overnight courier service to the above address of the other party, to the attention of the Recipient\u2019s Legal Department unless otherwise directed in writing by Recipient, and shall be deemed received on the earlier of actual receipt or five days after deposit in the mail.\n8. If any of this Agreement is held to be unenforceable, such unenforceable part shall be deemed modified or eliminated to the extent necessary to make the remaining parts enforceable. Any waiver of a default in performance hereunder shall be deemed a waiver of the particular instance only and shall not be deemed consent to continuing default.\n9. Company agrees that there may not be an adequate remedy at law for any breach of the obligations hereunder and upon any such breach or any threat thereof by Company, Tompkins Cortland Community College shall be entitled to seek appropriate equitable relief without necessity of posting bond, in addition to whatever other remedies it might be entitled\n10. This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regard to its conflict of law provisions. Neither Party may assign its rights or delegate its duties or obligations under this Agreement without the other Party\u2019s prior written consent. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter and supersedes all prior agreements or understandings, written or oral, between the Parties with respect thereto.\n11. All laws governing the \"Confidential Information\" of the College, including FERPA - Family Educational Rights and Privacy Act, HIPPA - Health Insurance Portability Act, Gramm-Leach-Bliley Act, New York State Information Security Breach and Notification Act, Sarbanes-Oxley Act and others that may apply will be strictly followed.\n12. Company shall comply with the provisions of the New York State Information Security Breach and Notification Act (General Business Law Section 889-aa; State Technology Law Section 208). Company shall be liable for the costs associated with such breach if caused by Company's negligent or willful acts or omissions, or the negligent or willful acts or omissions of Company's agents, officers, employees or subcontractors.\nIN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their duly authorized representatives.\nTompkins Cortland Community College, SUNY Company: _______________\nSignature: ____________________________ Signature: ____________________________\nName: _______________________________ Name: _______________________________\nTitle: _________________________________ Title: _______________________________\nDate:___________________________________ Date:__________________________________\n", "spans": [ [ 0, 51 ], [ 51, 60 ], [ 61, 106 ], [ 106, 130 ], [ 130, 585 ], [ 585, 641 ], [ 641, 854 ], [ 854, 1032 ], [ 1032, 1179 ], [ 1179, 1264 ], [ 1265, 1557 ], [ 1557, 1743 ], [ 1744, 2045 ], [ 2046, 2294 ], [ 2294, 2550 ], [ 2551, 2649 ], [ 2649, 2771 ], [ 2772, 3090 ], [ 3090, 3315 ], [ 3316, 3403 ], [ 3403, 3665 ], [ 3666, 4075 ], [ 4076, 4261 ], [ 4261, 4421 ], [ 4422, 4776 ], [ 4777, 4935 ], [ 4935, 5079 ], [ 5079, 5290 ], [ 5291, 5568 ], [ 5568, 5624 ], [ 5625, 5814 ], [ 5814, 6048 ], [ 6049, 6162 ], [ 6163, 6205 ], [ 6205, 6214 ], [ 6214, 6229 ], [ 6230, 6241 ], [ 6241, 6270 ], [ 6270, 6281 ], [ 6281, 6309 ], [ 6310, 6316 ], [ 6316, 6348 ], [ 6348, 6354 ], [ 6354, 6385 ], [ 6386, 6393 ], [ 6393, 6427 ], [ 6427, 6434 ], [ 6434, 6465 ], [ 6466, 6507 ], [ 6507, 6546 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 15, 16 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 13 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 14 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 20 ] }, "nda-3": { "choice": "Entailment", "spans": [ 14 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 18 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 18 ] }, "nda-4": { "choice": "Entailment", "spans": [ 10, 16 ] } } } ], "document_type": "search-pdf", "url": "https://www.tompkinscortland.edu/sites/default/files/documents/Non-Disclosure-Agreement.pdf" }, { "id": 292, "file_name": "Non-Disclosure-NDA-UW-Oshkosh_FINALV2.pdf", "text": "Non-Disclosure Agreement\nRecipient of Confidential Information Shall be:\nUW Oshkosh Company Both\nThis Non-Disclosure Agreement (\u201cAgreement\u201d) is entered into on the date of the last signature set forth below (the \u201cEffective Date\u201d), between and the Board of Regents of the University of Wisconsin System on behalf of the University of Wisconsin Oshkosh, 800 Algoma Blvd, Oshkosh, WI 54901. Each of the foregoing are hereinafter referred to as \"Party\" and together as \"Parties.\"\nWHEREAS, the parties desire to discuss and/or exchange information regarding (insert description of proposed research, service, or material involved) (\u201cProject\u201d);\nWHEREAS, the parties wish to enter into discussions for the purpose [insert description of purpose, such as: of initiating a collaboration and developing research projects of mutual interest] (\u201cPurpose\u201d);\nWHEREAS, each party may have proprietary interests such as patentable subject matter not yet covered by a patent application, other intellectual property, or other interests which require that the information be maintained in confidence; and\nWHEREAS, in connection with the Project, each party may disclose to the other certain proprietary technical, procedural, or business information which the Disclosing Party desires the Receiving Party to treat as confidential as it relates to the Project;\nNOW THEREFORE the parties agree as follows:\n1. All information disclosed by one party to the other to evaluate the Project and/or Purpose that is designated in writing as \u201cConfidential\u201d at the time of disclosure or if disclosed orally is designated in writing as \u201cConfidential\u201d within fifteen (15) days of disclosure is \u201cConfidential Information.\u201d Confidential Information does not include information which:\n(a) was known by the Receiving Party prior to receipt from the Disclosing Party;\n(b) is generally available in the public domain or thereafter becomes available to the public through no act of the Receiving Party;\n(c) is independently discovered by an employee, agent, or representative of the Receiving Party who had no knowledge of the Confidential Information disclosed; or\n2. is made available to the Receiving Party as a matter of lawful right by a third party. The Receiving Party agrees to disclose Confidential Information only to their respective employees, agents, or representatives who have been determined to have a need to know and have been advised of their obligation to comply with the terms of this Agreement. To the extent allowed by the law applicable to the Receiving Party, including, but not limited to, for UW-Oshkosh, Wis. Stat. \u00a7\u00a7 893.82 & 895.46,\u201d the Receiving Party will be liable for any breach of this agreement by any of its employees, agents, affiliates or representatives that receive access to the Confidential Information.\n3. The Receiving Party shall take such steps as may be reasonably necessary to prevent disclosure of the Confidential Information to third parties, but shall apply at least the same level of security as is afforded to the Receiving Party\u2019s own confidential information.\n4. The Receiving Party will return or destroy Confidential Information provided by the Disclosing Party upon termination of the Agreement. The Receiving Party\u2019s designated representative may maintain one copy of all Confidential Information for the purpose of addressing any claim that may be brought under this Agreement and to comply with any other legal or recordkeeping requirements, and neither party will be obligated to destroy any Confidential Information that is stored electronically on back-up systems or computer hard drives after a file is deleted, but any such electronic information will continue to be subject to the terms of confidentiality under this Agreement.\n5. Confidential Information shall not be provided in any form by the Receiving Party to any third party without the prior permission of the Disclosing Party, unless otherwise required by law. In the event that the Receiving Party is required by law to produce Confidential Information, the Receiving Party may disclose such Confidential Information without liability hereunder; provided, however, before producing any Confidential Information the Receiving Party shall promptly notify the Disclosing Party of the enforcement of any such requirement in order to provide the Disclosing Party with a reasonable amount of time so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy. In the event that such a protective order or other remedy is not obtained, or the Disclosing Party waives their right to obtain such an order or remedy, the Receiving Party may furnish only such portions of Confidential Information as, pursuant to the advice of counsel, are required to be disclosed.\n6. Confidential Information will be used only to evaluate the Project and/or Purpose and will be provided in writing and marked \"Confidential.\"\n7. The Receiving Party expressly acknowledges that the Disclosing Party owns the Confidential Information they disclose, and that the transmission by the Disclosing Party of their Confidential Information (or any third party\u2019s Confidential Information entrusted to the Disclosing Party) shall not be construed to grant the Receiving Party any patent, know-how, copyright, trade secret, trademark, or other intellectual property rights in, or arising from, the Confidential Information disclosed. If any such rights are to be granted to the Receiving Party, such grant shall be expressly set forth in a separate written instrument.\n8. The Disclosing Party represents and agrees (i). it has the right to share its Confidential Information with the Receiving Party, (ii). the Receiving Party is authorized to use Confidential Information it receives from the Disclosing Party for the Purpose or Project, and (iii). to the extent allowed by the law applicable to the Disclosing Party, the Disclosing Party will be liable for any breach by the Disclosing Party of the representations in subparts and (ii).\n9. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, U.S.A. without regard to conflicts of law provisions. In the event any legal action becomes necessary to enforce, the Parties agree that such action will be brought in the U.S. District Court of Western District of Wisconsin, and the Parties hereby submit to the jurisdiction of said courts\n10. The parties agree to comply with all applicable laws and regulations including U.S. export control. The Disclosing Party agrees to notify the Receiving Party in writing prior to providing Receiving Party with access to any export regulated information and materials. Such notification shall include all associated classification numbers. The Receiving Party reserves the right to refuse receipt of any information or materials that are subject to export controls.\n11. The term of this Agreement shall begin on the date of the last signature on this Agreement and expire after one (1) year, unless terminated earlier by a party with thirty (30) days prior written notice. The obligations and restrictions of confidentiality of the Receiving Party under this Agreement shall continue for a period of three (3) years from the date of termination of this Agreement.\n12. This Agreement shall supersede and prevail over any other prior arrangements, either oral or written, as to the Confidential Information received under this Agreement.\nThis Agreement constitutes the entire agreement between the parties relative to this subject matter and shall not be amended, except in a writing signed by the parties.\nIN WITNESS WHEREOF, the authorized representatives of the parties have executed this Agreement by their respective duly authorized representatives as of the date listed below.\nUW Oshkosh, Office of Sponsored Programs Signatory Official\nName (Print):\nTitle:\nSignature:\nDate:\nCompany Representative\nName (Print):\nTitle:\nSignature:\nDate:\nPrincipal Investigator of the University\nName (Print):\nTitle:\nSignature:\n", "spans": [ [ 0, 15 ], [ 15, 24 ], [ 25, 72 ], [ 73, 96 ], [ 97, 388 ], [ 388, 475 ], [ 476, 638 ], [ 639, 843 ], [ 844, 1085 ], [ 1086, 1340 ], [ 1341, 1355 ], [ 1355, 1384 ], [ 1385, 1689 ], [ 1689, 1749 ], [ 1750, 1830 ], [ 1831, 1963 ], [ 1964, 2126 ], [ 2127, 2217 ], [ 2217, 2478 ], [ 2478, 2808 ], [ 2809, 3078 ], [ 3079, 3218 ], [ 3218, 3758 ], [ 3759, 3951 ], [ 3951, 4481 ], [ 4481, 4781 ], [ 4782, 4925 ], [ 4926, 5422 ], [ 5422, 5556 ], [ 5557, 5603 ], [ 5603, 5689 ], [ 5689, 5831 ], [ 5831, 6021 ], [ 6021, 6026 ], [ 6027, 6189 ], [ 6189, 6425 ], [ 6426, 6530 ], [ 6530, 6697 ], [ 6697, 6768 ], [ 6768, 6893 ], [ 6894, 7101 ], [ 7101, 7291 ], [ 7292, 7463 ], [ 7464, 7632 ], [ 7633, 7808 ], [ 7809, 7868 ], [ 7869, 7882 ], [ 7883, 7889 ], [ 7890, 7900 ], [ 7901, 7906 ], [ 7907, 7929 ], [ 7930, 7943 ], [ 7944, 7950 ], [ 7951, 7961 ], [ 7962, 7967 ], [ 7968, 8008 ], [ 8009, 8022 ], [ 8023, 8029 ], [ 8030, 8040 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 21 ] }, "nda-15": { "choice": "Entailment", "spans": [ 27, 28 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 12, 26 ] }, "nda-19": { "choice": "Entailment", "spans": [ 22, 41 ] }, "nda-12": { "choice": "Entailment", "spans": [ 13, 16 ] }, "nda-20": { "choice": "Entailment", "spans": [ 22 ] }, "nda-3": { "choice": "Entailment", "spans": [ 12 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 18 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 24 ] }, "nda-13": { "choice": "Entailment", "spans": [ 0, 13, 17 ] }, "nda-5": { "choice": "Entailment", "spans": [ 18 ] }, "nda-4": { "choice": "Entailment", "spans": [ 23, 26 ] } } } ], "document_type": "search-pdf", "url": "https://uwosh.edu/sponsoredprograms/wp-content/uploads/sites/29/2019/05/Non-Disclosure-NDA-UW-Oshkosh_FINALV2.pdf" }, { "id": 294, "file_name": "Non-Disclosure-SmartCMS.pdf", "text": "NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made on Click here to enter a date. between\n1 INTEGRATED HEALTH INFORMATION SYSTEMS PTE LTD (ACRA No. 200814464H), a company incorporated in Singapore and having its office at 6 Serangoon North Ave 5 #01-01/02 Singapore 554910 (hereinafter referred to as \u201cIHIS\u201d); and\n2 [ENTER NAME HERE] (ACRA No. [Enter ARCA Number Here]), a company incorporated in [Enter Country Here] and having its office at [Enter Vendor's Address Here] (hereinafter referred to as \u201cthe Company\u201d).\nWHEREAS:\n1 IHiS and the Company may have exchanged and intend to exchange business, technical and financial information, including but not limited to, trade secrets and proprietary know-how, for the purpose of discussing and evaluating the possibility of establishing a business relationship.\n2 All information or data relating to the Purpose whether in writing, orally or by any other means is highly confidential, and any unauthorized disclosure thereof (whether directly or indirectly) to a third party and would have a detrimental effect to IHiS. In particular, the Company acknowledges that an unauthorized disclosure might also adversely affect patients and under certain circumstances, such disclosure by the Company could expose IHiS to criminal prosecution and judicial sanctions.\nNOW IT IS HEREBY AGREED AS FOLLOWS:\n1 DEFINITIONS\n1.1 In this Agreement, the following expressions shall have the following meanings:\n(a) \u201cPurpose\u201d shall mean the intention to establish a business relationship between the parties in respect of SmartCMS Programme, and the conduct of business by the parties in respect of the same.\n(b) \u201cConfidential Information\u201d shall mean all information whether or not regarding the Purpose, that IHiS, or any of its subsidiaries or Affiliates, may from time to time provide to the Company, whether in oral, written, visual, electronic or other form including, but not limited to:\n(i) all Personal Data, including patient data and information;\n(ii) all commercial, marketing and business information, strategic and development plans, forecasts, intentions, any matter concerning IHiS, its affairs, business, operations, shareholders, directors, officers, business associates, clients or any other person or entity having dealings with IHiS;\n(iii) information relating to the financial condition of IHiS, its accounts, audited or otherwise, notes, memoranda, documents and/or records in any form whatsoever, whether electronic or otherwise;\n(iv) scientific, technical, or other information in any form whatsoever, whether electronic or otherwise, relating to methods, processes, formulae, compositions, systems, techniques, product information, inventions, know-how, trade secrets, ideas, blue prints, design rights, machines, computer programs, software, development codes and research projects;\n(v) business plans, co-developer/collaborator identities, data, business records of every nature, customer lists and client database, pricing data, project records, market reports, sources of supply, employee lists, business manuals, policies and procedures, information relating to technologies or theory and all other information which may be disclosed by IHiS to the Company or which the Company may be provided access by IHiS, whether stored electronically or otherwise; and\n(vi) all information or materials identified as Confidential Information or proprietary information which is not generally available to the public;\n(vii) all such information or data relating to any Affiliate of IHIS; and all copies, reproductions and extracts thereof, in any format or manner of storage, whether in whole or in part, together with any other property of IHiS made or acquired by the Company or coming into the Company\u2019s possession or control in any manner whatsoever.\nInformation communicated orally or by inspection or is not so marked shall be identified as Confidential Information at the time of initial disclosure.\n(c) \u201cConfidential Information\u201d does not include information:\n(i) which is or becomes public knowledge and public property in any way through no fault of the Company or its Representatives;\n(ii) which is hereafter made generally available by IHiS to a third party without a duty of confidentiality, including without limitation, by way of the publication of a patent specification;\n(iii) which the Company can show has been known or has been developed by or for the Company at any time independently of the information disclosed to it by IHiS;\n(iv) which is already in the possession of the Company without any obligation of confidentiality; or\n(v) which is obtained by the Company from a third party without any obligation of confidentiality.\nPROVIDED HOWEVER THAT the foregoing exceptions shall not apply to information relating to any combination of features or any combination of items of information merely because information relating to one or more of the relevant individual features or one or more of the relevant items (but not the combination itself) falls within any one or more of such exceptions.\n(d) Notwithstanding any other provision to the contrary in this Agreement, any information relating or pertaining to the patients of IHIS\u2019 Affiliates shall be deemed to be Confidential Information of IHIS. The Company shall ensure that none of the patients of IHIS\u2019 Affiliates can be identified in any reports, submissions and publications of the Company, which shall be deemed to be Confidential information of IHIS within the meaning of this clause.\n(e) \u201cAffiliate\u201d means an organisation/institution that is related to IHiS (i) either by reason of IHiS directly or indirectly controlling the organisation/institution; (ii) by reason of both IHiS and organisation/institution being controlled by or under the common control of a third party; or (iii) by reason that IHiS is obliged to provide support services to that organisation/institution for any reason. In the context of corporate entities, a person \u201ccontrols\u201d the entity if it owns and controls (i) more than fifty (50) percent of whose shares or other securities entitled to vote for election of directors (or other managing authority) in the entity, or (ii) more than fifty (50) percent of the equity interest in the entity, or (iii) is otherwise able to direct or cause the direction of the management and policies of such person or entity whether by contract or otherwise.\n(f) \u201cPersonal Data\u201d has the same meaning assigned to this phrase as in Section 2(1) of the Personal Data Protection Act 2012 (No. 26 of 2012) of the Statutes of the Republic of Singapore.\n(g) \u201cRepresentatives\" means the Company\u2019s directors, officers, employees, contractors, agents, consultants and professional advisers and those of the Company\u2019s related companies. The related companies shall have the meaning in accordance with Singapore\u2019s Companies Act.\n2 DURATION\n2.1 This Agreement shall continue to be in force for five (5) years period from the date of this Agreement, or until the completion of the Purpose, whichever is later, unless terminated prematurely in accordance with the terms of this Agreement.\n2.2 This Agreement may be terminated:\n(a) by mutual consent; or\n(b) by either party giving to the other not less than thirty (30) days\u2019 prior written notice.\n2.3 All of IHiS\u2019 rights hereunder and all of the Company\u2019s obligations and undertakings hereunder shall survive termination or expiration of this Agreement.\n3 HANDLING OF CONFIDENTIAL INFORMATION\n3.1 In consideration of the foregoing and the exchange and disclosure of Confidential Information by IHiS, the Company undertakes in relation to IHiS\u2019 Confidential Information:\n(a) to maintain the same in confidence and to use it only for the Purpose and for no other purpose;\n(b) not to make any commercial use thereof;\n(c) not to use the same for the benefit of itself or of any third party other than pursuant to a further agreement with IHiS;\n(d) not to use the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available to the public, for any purpose whatsoever, including without limitation, for the purpose of demonstrating that any information falls within one of the exceptions in Clause 1.1(c);\n(e) not to copy, reproduce, reverse engineer or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies, reproductions or reductions to writing so made shall be the property of IHiS;\n(f) not to disclose the same whether to its employees or to third parties except in confidence to such of its Representatives who have been informed of the confidential nature thereof and who need to know the same for the Purpose and that:\n(i) such Representatives are obliged by their contracts of employment or service not to disclose the same or to use the same otherwise than for the Purpose; and\n(ii) the Company shall enforce such obligations at its expense and at the request of IHiS in so far as breach thereof relates to IHiS' Confidential Information;\n(g) to be responsible for the performance of sub-clauses (a) to (f) above on the part of its Representatives to whom the same is disclosed pursuant to sub-clause (f) above; and\n(h) to apply to the Confidential Information disclosed no lesser security measures and degree of care than those which the Company applies to its own confidential or proprietary information of similar nature, but in no event less than reasonable care, and which the Company warrants as providing adequate protection of such information from unauthorised disclosure, copying or use.\n3.2 The Company shall cause its Representatives involved in the Purpose to observe or be similarly bound by the terms of Agreement. The Company as the principal party shall be responsible and held liable for any breach of this Agreement by any of its Representatives.\n3.3 If the Company is uncertain as to whether any information is Confidential Information, the Company shall treat the information as if it was Confidential Information and not being in the public domain unless and until IHiS agrees in writing that the information is in the public domain.\n3.4 The Company shall immediately notify IHiS of any unauthorised disclosure or use of the Confidential Information of which the Company becomes aware and will take all steps which IHiS may require in relation to such unauthorised disclosure or use.\n3.5 Notwithstanding the foregoing, the Company shall be entitled to make any disclosure the Confidential Information as required by law, but shall give IHiS not less than two (2) business days' notice of such disclosure and shall consult with IHiS prior to such disclosure with a view to avoiding such disclosure if legally possible.\n4 PROTECTION OF PERSONAL DATA\n4.1 The Company shall, in relation to Personal Data:-\n(a) ensure that it has, in relation to all Personal Data obtained and/or collected by it, fully complied with all requirements of the Personal Data Protection Act (No. 26 of 2012);\n(b) process Personal Data only in accordance with the written instructions given by IHiS and to such extent necessary and appropriate for the completion of the Purpose;\n(c) promptly deal with any enquiry from IHiS relating to the Company\u2019s processing of Personal Data;\n(d) not transfer or allow the Personal Data to be transferred, outside of Singapore, unless expressly instructed or authorised by IHiS; and\n(e) provide all necessary co-operation and assistance (whether to IHiS or otherwise) to allow access and/or correction of Personal Data in accordance with the Personal Data Protection Act 2012.\n4.2 Without prejudice to Clause 4.1 above, the Company shall take all reasonable measures to ensure:\n(a) that any Personal Data belonging to IHiS or its Affiliates which is held by the Company is protected against loss, unauthorised access, use, modification, disclosure or other misuse, and that only authorised personnel have access to that Personal Data;\n(b) that, to the extent that the Personal Data is no longer required by the Company for legal or business purposes, that Personal Data is destroyed or re-delivered to IHiS in accordance with Clause 5 below;\n(c) that IHiS is immediately alerted in writing (with full particulars) of any unauthorised access, disclosure or other breach of this Clause 4 and the Company undertakes, as soon as reasonably practicable, all steps to prevent further unauthorised access, disclosure or other breach of this clause (including providing IHiS with such reports or information concerning such steps as and when requested by IHiS); and\n(d) it keeps itself appraised of any and all notices and circulars which IHiS may from time to time notify to the Company, including without limitation any policies, guidelines, circulars or notices relating to personal data (\u201cPDPA Documentation\u201d), and to perform its duties or discharge its liabilities in connection with the Purpose in a manner which is consistent with the PDPA Documentation, and will not cause IHiS to be in breach of the same. For the purposes of this clause, the Company hereby expressly acknowledges and agrees that it has read the PDPA Documentation and is aware of and will compensate IHiS for any and all potential loss and damage caused to IHiS and/or its Affiliates arising from or in connection with any breach of this clause.\n4.3 Notwithstanding and further to anything stated elsewhere in the Agreement, IHiS reserves the right and the Company agrees that IHiS may conduct (or appoint a qualified, independent third party to conduct) an audit and/or assessment of the standard of compliance or non-compliance by the Company with the obligations under this Clause 4.\n5 RETURN OF CONFIDENTIAL INFORMATION\n5.1 The Company shall within seven days of:\n(f) completion of the Purpose; or\n(g) receipt of a written request from IHiS; or\n(h) expiry or termination of the Agreement,\nreturn to IHiS all documents and materials (and all copies thereof) containing the IHiS\u2019 Confidential Information or destroy the same, and certify in writing to IHiS that it has complied with the requirements of this sub-clause. Notwithstanding the completion of the Purpose or return of the documents and materials as aforesaid, the Company shall continue to be bound by the undertakings set out in Clauses 3 and 4 above.\n6 DISCLAIMER AND WARRANTY\n6.1 IHiS reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited here are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, patent application, invention, discovery, copyright or other intellectual property right now or in the future held, made, obtained or licensable by IHiS.\n6.2 All Confidential Information shall be disclosed on an \u201cAS IS\u201d basis. IHiS accepts no responsibility for and does not make any representation (express or implied) with respect to the accuracy or completeness of the Confidential Information provided. IHiS shall not be liable to the Company for any expenses, losses or damages incurred by, or action taken against, the reciving party in reliance on information disclosed hereunder.\n6.3 Nothing herein requires the disclosure of any Confidential Information of IHiS or requires IHiS to enter into any agreement or relationship or to proceed with or complete any transaction.\n6.4 No waiver or modification of this Agreement will be binding upon a party unless made in writing and signed by a duly authorized representative of such party and no failure or delay by IHiS in exercising or enforcing any right, power or privilege under this Agreement shall be deemed a waiver of any such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise.\n7 DAMAGES NOT AN ADEQUATE REMEDY\n7.1 The Company acknowledges that the Confidential Information has been developed or obtained by IHiS through the investment of significant time, effort and expense, and that such Confidential Information provides IHiS with a significant competitive advantage over its competitors. The Company understands and agrees that any breach of this Agreement, as well as any unauthorised processing, collection, access, use or disclosure of Personal Data by the Company, will result in immediate and irreparable harm to IHiS and its Affiliates and that monetary damages may not be an adequate remedy in the event of such a breach or threatened breach of this Agreement. Accordingly, the Company agrees that IHiS shall be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of a breach or threatened breach of this Agreement in addition to all other remedies available to IHiS seeking remedy at law or in equity.\n8 NO GRANT OF INTELLECTUAL PROPERTY RIGHTS\n8.1 IHiS reserves all rights in the Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no license is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by IHiS.\n9 CONFIDENTIALITY OF THIS AGREEMENT\n9.1 The Company agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of IHiS or of any other Affiliate of IHiS in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of IHiS, such consent not to be unreasonably withheld.\n10 INDEMNITY\n10.1 The Company shall render all assistance to IHiS in any action or proceeding and shall indemnify and hold IHiS harmless against all costs, expenses, losses, fees, penalties, charges, damages, claims, actions, proceedings, investigations, complaints, orders, directions and judgements (including legal costs on a full indemnity basis) of whatsoever nature and howsoever incurred and suffered arising out of or in connection with the Company\u2019s breach of this Agreement.\n11 NOTICES\n11.1 Except as otherwise provided in this Agreement, notices which are required to be given under or permitted by this Agreement shall be in writing (unless expressly stated otherwise).\n11.2 Every request, notice or communication so sent shall be deemed to have been properly served and validly made if sent by facsimile, email, post or hand.\n11.3 Service by facsimile shall be deemed valid and effected on the next working day after transmission, but only if a transmission report is generated by the sender\u2019s fax machine recording a message from the recipient\u2019s fax machine, confirming that the fax was sent to the number indicated and confirming that all pages were successfully transmitted.\n11.4 Service by email shall be deemed valid and effected upon proof of sending to the email address of the intended recipient regardless whether the same was in fact received.\n11.5 Service by post shall be deemed valid and effected if sent by certified mail and properly addressed to the address of the party concerned as specified in this Agreement or to such other address as the party may later specify.\n11.6 Service by post shall be deemed valid and effected two (2) days after posting if posted to an address within Singapore and eight (8) days after posting, if posted to an address outside Singapore, notwithstanding the fact that the letter may be returned by the post office undelivered.\n11.7 Service by hand shall be deemed valid and effected upon acknowledgment of receipt or left at the address of the party concerned if no acknowledgement can be obtained for whatever reason.\n12 NON-ASSIGNMENT\n12.1 The Company shall not transfer or assign all or any of its rights, obligations or benefits hereunder in whole or in part to any third party, without the prior written consent of IHiS, which consent shall not be unreasonably withheld.\n13 SEVERABILITY\n13.1 In the event that any term, condition or provision contained in this Agreement or the application of any such term, condition or provision shall be held by a court of competent jurisdiction to be wholly or partly illegal, invalid, unenforceable or a violation of any applicable law, statute or regulation of any jurisdiction, the same shall be deemed to be deleted from this Agreement and shall be of no force and effect; whereas the remaining terms and provisions of this Agreement shall remain in full force and effect as if such term, condition and provision had not originally been contained in this Agreement.\n14 WAIVER\n14.1 No waiver of any rights arising under this Agreement shall be effective unless in writing and signed by IHiS. No waiver of any breach of any covenant, condition, stipulation, obligation or provision contained or implied in this Agreement shall operate or be interpreted as a waiver of another breach of the same or of any covenant, condition, stipulation, obligation or provision in this Agreement.\n14.2 Any time or other indulgence granted by IHiS under this Agreement shall be without prejudice to and shall not be taken as a waiver of any of IHiS\u2019 rights under this Agreement nor shall it prejudice or in any way limit or affect any statutory rights or powers from time to time vested in or exercisable by IHiS.\n15 DISPUTE RESOLUTION\n15.1 In the event of any dispute or difference arising out of or in connection with or in relation to this Agreement or the existence, validity, termination, application or interpretation of this Agreement or any of its provisions, both parties shall use their best endeavours to settle the dispute informally by agreement between the parties. Both parties shall always\nact in good faith and co-operate with each other to resolve any disputes.\n15.2 For the avoidance of doubt, it is agreed that nothing herein shall prevent a party from seeking urgent equitable relief before any appropriate court and the commencement of any dispute resolution proceedings shall in no way affect the continual performance of the parties\u2019 obligations under this Agreement.\n16 ENTIRE AGREEMENT\n16.1 This Agreement supersedes all prior agreements arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof. No addition to or modification of any provision of this Agreement shall be binding upon the parties unless made by a written instrument signed by the respective parties or a duly authorised representative of each of the parties.\n17 NO THIRD PARTY BENEFICIARIES\n17.1 Save for IHiS\u2019 Affiliates, nothing contained in this Agreement is intended to confer upon any person (other than the Parties hereto) any rights, benefits or remedies of any kind or character whatsoever or any right to enforce the terms of this Agreement under the Contracts (Rights of Third Parties) Act (Cap. 53B), and no person shall be deemed to be a third party beneficiary under or by reason of this Agreement.\n18 GOVERNING LAW\n18.1 This Agreement shall be deemed to be made in Singapore, subject to, governed by and construed in all respects in accordance with the laws of the Republic of Singapore for every intent and purpose.\n18.2 The parties hereby agree to submit irrevocably to the exclusive jurisdiction of the Courts of the Republic of Singapore to settle any and all disputes in connection with this Agreement.\n19 MISCELLANEOUS\n19.1 Words incorporating the masculine gender only shall include the feminine and/or neuter genders and vice versa and words incorporating the singular meaning shall include the plural meaning and vice versa and words denoting natural persons shall include bodies corporate, incorporate, associated partnerships, firms, trusts, associations, joint ventures, governments, governmental agencies or departments or any other entity, and all such words shall be construed interchangeably in that manner.\n19.2 References in this Agreement to anything which any party is required to do or not to do shall include its acts, defaults and omissions, whether direct or indirect, on its own account, or for or through any other person and those which it permits or suffers to be done or not done by any other person.\nIN WITNESS WHEREOF the duly authorised representatives of the parties hereto have executed this Agreement as of the day and year first abovewritten.\nSigned for and on behalf of Signed for and on behalf of the IHiS the Company\nBy: Ms. Phyllis Yap By: [Enter Name Here]\nDirector, Primary Care Capabilities [Enter Designation Here]\nIn the presence of: In the presence of:\nName: Mr. Yap Chee Guan Name: [Enter Name Here]\nDesignation: Deputy Director, Primary Care Designation: [Enter Designation Here]\nCapabilities\n", "spans": [ [ 0, 24 ], [ 25, 79 ], [ 79, 86 ], [ 87, 253 ], [ 253, 310 ], [ 311, 513 ], [ 514, 522 ], [ 523, 806 ], [ 807, 809 ], [ 809, 1065 ], [ 1065, 1303 ], [ 1304, 1339 ], [ 1340, 1353 ], [ 1354, 1358 ], [ 1358, 1437 ], [ 1438, 1634 ], [ 1635, 1919 ], [ 1920, 1982 ], [ 1983, 2279 ], [ 2280, 2478 ], [ 2479, 2834 ], [ 2835, 3313 ], [ 3314, 3461 ], [ 3462, 3798 ], [ 3799, 3950 ], [ 3951, 4011 ], [ 4012, 4123 ], [ 4123, 4139 ], [ 4140, 4331 ], [ 4332, 4493 ], [ 4494, 4594 ], [ 4595, 4693 ], [ 4694, 5060 ], [ 5061, 5200 ], [ 5200, 5267 ], [ 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"spans": [ 1, 2, 3, 4, 5, 6, 7, 16, 17, 18, 19, 21 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 16, 17, 18, 19, 20, 21, 22 ] }, "nda-19": { "choice": "Entailment", "spans": [ 56, 106 ] }, "nda-12": { "choice": "Entailment", "spans": [ 25, 29 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 101, 102, 103, 104, 105 ] }, "nda-3": { "choice": "Entailment", "spans": [ 16 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 46, 59, 65, 66 ] }, "nda-17": { "choice": "Entailment", "spans": [ 59, 64 ] }, "nda-8": { "choice": "Entailment", "spans": [ 82 ] }, "nda-13": { "choice": "Entailment", "spans": [ 25, 27, 31 ] }, "nda-5": { "choice": "Entailment", "spans": [ 46, 59, 65, 66 ] }, "nda-4": { "choice": "Entailment", "spans": [ 59, 60, 62, 63 ] } } } ], "document_type": "search-pdf", "url": "https://www.ihis.com.sg/SmartCMS_Programme/Documents/Non-Disclosure-SmartCMS.pdf" }, { "id": 295, "file_name": "Non-Disclosure-form.pdf", "text": "Department of State\nWashington, DC 20520\nNON-DISCLOSURE AGREEMENT\nBy signing below I agree to the following conditions:\n1) I will hold confidential the content of the Foreign Service Oral Assessment.\n2) I will not disclose, publish, reproduce or transmit any examination material or content by any means for any reason.\n3) I will not participate in any systematic attempt to recreate the material by memory following the examination.\nI understand that conduct that shows poor judgment and/or lack of discretion that may affect the State Department\u2019s ability to carry out its responsibility and mission is grounds to find me unsuitable for employment.\nThese provisions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by existing statute or Executive order relating to (1) classified information, (2) communications to Congress, (3) the reporting to an Inspector General of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive orders and statutory provisions are incorporated into this agreement and are controlling.\n________________________ _________________\nSignature Date\n_____________________________________________\n", "spans": [ [ 0, 19 ], [ 20, 40 ], [ 41, 65 ], [ 66, 119 ], [ 120, 199 ], [ 200, 319 ], [ 320, 433 ], [ 434, 650 ], [ 651, 852 ], [ 852, 880 ], [ 880, 912 ], [ 912, 1135 ], [ 1135, 1175 ], [ 1175, 1376 ], [ 1377, 1402 ], [ 1402, 1419 ], [ 1420, 1434 ], [ 1435, 1480 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 6 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "Contradiction", "spans": [ 5 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "https://careers.state.gov/wp-content/uploads/2016/02/Non-Disclosure-form.pdf" }, { "id": 297, "file_name": "Non-disclosure%20Agreement_1.pdf", "text": "NON-DISCLOSURE AGREEMENT\n[NTD: Insert date]\n[NTD: Insert name and contact information of Potential Bidder]\nAttention: [NTD: Insert name]\nDear Sirs & Mesdames:\nPursuant to a Receivership Order granted on October 12, 2017 by the Alberta Court of Queen\u2019s Bench (the \u201cCourt\u201d), FTI Consulting Canada Inc. (the \u201cReceiver\u201d) was appointed as receiver over a portion of the business and operations (the \u201cBusiness\u201d), and certain assets, undertakings, and properties (the \u201cProperty\u201d) of, Blaze Energy Ltd. and Wild Rose Energy Ltd. (together, with the Receiver, the \u201cCompany\u201d, \u201cus\u201d, or \u201cwe\u201d).\nOn November 17, 2017 the Court approved a Sale and Investment Solicitation Process (the \u201cSISP\u201d) respecting the Business and Property. The purpose of the SISP is to seek proposals to purchase some or all of the Business and Property. Capitalized terms used in this non-disclosure agreement (\u201cNDA\u201d) and not otherwise defined herein have the meanings given to them in the SISP.\nThe SISP describes the following: (a) the manner in which prospective bidders may participate in the SISP and have access to due diligence materials and Confidential Information (as defined below) concerning the Company, the Business, and the Property; (b) the manner in which bidders may become Qualified Bidders and submit Qualified Bids; (c) the process for the evaluation of the bids received; (d) the process for the ultimate selection of a Successful Bidder; and (e) the process for obtaining such approvals (including the approval of the Court) as may be necessary or appropriate in respect of a Successful Bid.\nIn executing this NDA, you (the \u201cPotential Bidder\u201d or \u201cyou\u201d) acknowledge receipt of a copy of the SISP, attached as Schedule \u201cA\u201d hereto, and hereby agree to accept and be bound by the provisions contained therein as the same may be amended, from time to time, with the approval of the Court.\nYou confirm your interest in participating in the SISP initially as a Potential Bidder and with a view to becoming a Qualified Phase I Bidder, a Qualified Phase II Bidder, and a Successful Bidder in order to close a transaction contemplated by such Successful Bid (the \u201cTransaction\u201d). In that regard, you have requested that Confidential Information (as defined herein) be furnished to you. As a condition to us furnishing Confidential Information to you, and in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you agree on behalf of yourself, your affiliates, and Representatives (as defined herein and to the extent such affiliates and Representatives are in receipt of all or any part of the Confidential Information) as follows:\n1. Confidential Information \u2013 The term \u201cConfidential Information\u201d means: (a) any and all information of whatever nature (including information in the form not only of written information but also information which may be transmitted orally, visually, graphically, electronically, or by any other means) relating to the Company, the Business, the Property, or the Transaction including, without limitation, information concerning any past, present, or future customers, suppliers or our technology, and any correspondence, internal business discussions, strategic plans, budgets, financial statements, records, reports, evaluations, notes, analyses, documents, engineering, trade secrets, know-how, data, patents, copyrights, processes, business rules, tools, business processes, techniques, programs, designs, formulae, marketing, advertising, financial, commercial, sales or programming materials, equipment configurations, system access codes and passwords, written materials, compositions, drawings, diagrams, computer programs, studies, works in progress, visual demonstrations, ideas, concepts, or any other documents or information pertaining in any way whatsoever to the Company; (b) all information about an identifiable individual or other information that is subject to any federal, provincial, or other applicable statute, law, or regulation of any governmental or regulatory authority in Canada relating to the collection, use, storage, and/or disclosure of information about an identifiable individual, including the Personal Information and Protection of Electronic Documents Act (Canada) and equivalent provincial legislation, whether or not any such information is confidential (\u201cPersonal Information\u201d); and (c) all summaries, notes, analyses, compilations, data, studies, or other documents or records prepared by the Potential Bidder or its Representatives that contain or otherwise reflect or have been generated, wholly or partly, or derived from, any such information (\u201cDerivative Information\u201d). The term \u201cConfidential Information\u201d shall not include such portions of the Confidential Information which: (i) are, or prior to the time of disclosure or utilization become, generally available to the public other than as a result of a disclosure by you or your Representatives; (ii) are received by you from an independent third party who had obtained the Confidential Information lawfully and was under no obligation of secrecy or confidentiality; (iii) you can demonstrate were in your lawful possession before you received such Confidential Information from us; or (iv) you can demonstrate were independently developed by you or on your behalf by personnel having no access to the Confidential Information at the time of its independent development. In addition, you agree that the Company may, in its sole discretion, withhold or provide information requested by you.\n2. Non-Disclosure and Restricted Use \u2013 The Confidential Information will be kept confidential by the Potential Bidder and will not, without the prior written consent of the Company or as permitted by this NDA, be disclosed by the Potential Bidder or any of its Representatives in any manner whatsoever, in whole or in part, and will not be used by the Potential Bidder or any of its Representatives, directly or indirectly, for any purpose other than evaluating, negotiating, and consummating a Transaction (the \u201cPermitted Purpose\u201d). You will not use the Confidential Information so as to obtain any commercial advantage over us or in any way which is, directly or indirectly, detrimental to us. Neither you nor any of your affiliates will alter, decompose, disassemble, reverse engineer, or otherwise modify any Confidential Information received hereunder that relates to the research and development, intellectual property, processes, new product developments, product designs, formulae, technical information, patent information, know-how, or trade secrets of the Company. The Potential Bidder agrees to comply with any applicable privacy laws in respect of Confidential Information relating to individuals. The Potential Bidder recognizes and acknowledges the competitive value and confidential nature of the Confidential Information and the damage that could result to the Company if any information contained therein is disclosed to any person.\n3. Storage and Records \u2013 You shall store the Confidential Information properly and securely and ensure that appropriate physical, technological, and organisational measures are in place to protect the Confidential Information against unauthorised or unintended access, use, or disclosure. You will only reproduce or take such copies of any of the Confidential Information as is reasonably necessary for the Permitted Purpose. You shall keep a record of the Confidential Information furnished to you, in any medium other than oral, and of the location of such Confidential Information.\n4. Access Limited to Representatives \u2013 The Potential Bidder may reveal or permit access to the Confidential Information only to its agents, representatives (including lawyers, accountants, and financial advisors), directors, officers, and employees (each a \u201cRepresentative\u201d) who require access to the Confidential Information for the Permitted Purpose, who are informed by the Potential Bidder of the confidential nature of the Confidential Information, who are directed by the Potential Bidder to hold the Confidential Information in the strictest confidence, and who agree to act in accordance with the terms and conditions of this NDA. The Potential Bidder will take all necessary precautions or measures as may be reasonable in the circumstances to prevent improper access to the Confidential Information or use or disclosure of the Confidential Information by the Potential Bidder\u2019s Representatives and will be responsible and liable for any breach of this NDA by any of the Potential Bidder\u2019s Representatives. You will, in the event of a breach of this NDA or any disclosure of Confidential Information by you or any of your Representatives, other than as permitted by this NDA through accident, inadvertence, or otherwise, notify us of the nature of the breach promptly upon your discovery of the breach or disclosure.\nYou acknowledge that certain of our books, records, or information representing or containing Confidential Information to which you may be given access are books, records, and information to which solicitor-client privilege and/or litigation privilege (\u201cPrivilege\u201d) attaches. You recognize and acknowledge that we have a material interest in the preservation of Privilege in respect of all Privileged material (collectively, the \u201cPrivileged Material\u201d). You agree (acting on your own behalf and as agent for your Representatives) that: (a) such access is being provided solely for the Permitted Purpose; (b) such access is not intended and should not be interpreted as a waiver of any Privilege in respect of Privileged Material or any right to assert or claim Privilege in respect of Privileged Material. To the extent there is any waiver, it is intended to be a limited waiver in your favour, solely for the Permitted Purpose; (c) you shall keep the Privileged Material in strict confidence, and disclose such material solely to your legal counsel and to your directors, officers, and employees and any affiliate and only to the extent required for the Permitted Purpose; (d) at our request, all copies of Privileged Material, and any notes that would disclose the contents of Privileged Material, will be destroyed or returned to the owner thereof; and (e) at our request, you shall claim or assert, or co-operate to claim or assert, Privilege in respect of our Privileged Material.\n5. No Disclosure of Transaction \u2013 The Potential Bidder and its Representatives will not, without our prior written consent, disclose to any person the fact that the Confidential Information has been made available, that this NDA has been entered into, that discussions or negotiations are taking place or have taken place concerning a possible Transaction, or any of the terms, conditions, or other facts with respect to any such possible Transaction or the SISP.\n6. Contact Persons \u2013 In respect of Confidential Information requests or any other matters concerning the Confidential Information or the Transaction, you agree to communicate only with Deryck Helkaa and/or Dustin Olver, or with such other individual or individuals as they may authorize in writing. Without our prior written consent, neither you nor any of your Representatives will initiate or cause to be initiated or maintain any communication with any officer, director, agent, or employee of ours, or any affiliate, creditor, shareholder, customer, supplier, or lender of ours concerning our business, operations, prospects, or finances, or the Confidential Information or the Transaction.\n7. Proprietary Rights \u2013 You acknowledge that the Confidential Information is a proprietary asset of the Company and its affiliates and agree that, as between you and the Company, the Company will retain proprietary rights in the Confidential Information and the disclosure of such Confidential Information shall not be deemed to confer upon you any rights whatsoever in respect of any Confidential Information.\n8. Return of Confidential Information \u2013 If you determine not to pursue a Transaction, you will advise us of that fact forthwith upon such determination being made. At the time of such notice, or if, at any earlier time, we so direct (whether or not you determine to pursue a Transaction), you and your Representatives will, at your own expense, promptly return or destroy all copies of the Confidential Information upon our request (and, in any event, within five (5) business days after such request), except for that portion of the Confidential Information which consists of Derivative Information, which will be destroyed, and in the case of information stored in electronic form, it will be permanently erased. If requested by us, compliance with this Section 8 shall be certified in writing by an authorized officer of the Potential Bidder.\nNotwithstanding the foregoing: (a) you may retain a copy of the Confidential Information to the extent that such retention is required to demonstrate compliance with applicable law, regulation, or professional standards, provided that it is kept strictly confidential; and (b) Confidential Information that is electronically stored may be retained in back-up servers if it is not intentionally made available to any person, and is deleted in accordance with your normal policies with respect to the retention of electronic records. Notwithstanding the return or destruction of the Confidential Information, you and your Representatives shall continue to be bound by the confidentiality and other obligations hereunder.\n9. No Representation \u2013 You acknowledge that neither we nor any of our Representatives make any express or implied representation or warranty as to the accuracy or completeness of the Confidential Information, and agree that neither we nor our Representatives shall have any liability, direct or indirect, to you or your Representatives relating to or resulting from the Confidential Information or the use thereof, errors therein, or omissions therefrom and except in accordance with any specific representations and warranties made in any Definitive Agreement entered into regarding the Transaction. This NDA does not create any obligation between the Company and the Potential Bidder nor any of their respective Representatives to negotiate and enter into a Transaction.\n10. Definitive Agreement \u2013 You acknowledge and agree that no agreement relating to or providing for the Transaction shall exist unless and until a Definitive Agreement with respect to Transaction has been executed by you and us (or any of our affiliates). It is agreed that unless and until such a Definitive Agreement has been executed and delivered pursuant to the terms of the SISP, neither we nor you shall have any legal obligation of any kind whatsoever with respect to the completion of the Transaction by virtue of this NDA except as otherwise contemplated by the SISP. We and you further understand and agree that: (a) we are under no obligation to provide Confidential Information and any data room containing Confidential Information may be closed by us at any time; and (b) you shall not have any claim whatsoever against us (nor any of our affiliates or Representatives) arising out of or relating to the completion of the Transaction (other than as expressly set forth in a subsequent Definitive Agreement entered into by us and you in connection with the Transaction and pursuant to the terms of the SISP). The process leading up to a Transaction shall be governed by the applicable terms of the SISP. Subject to the SISP, either party to this NDA may terminate discussions and negotiations with regard to the Transaction at any time for any reason.\n11. Required Disclosure \u2013 In the event that you or any of your Representatives become legally compelled or are required by regulatory authorities having appropriate jurisdiction to disclose any of the Confidential Information, you will promptly provide us with written notice so that we may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this NDA. You will cooperate with us on a reasonable basis to obtain a protective order or other remedy. In the event that such protective order or other remedy is not obtained or we waive compliance with the provisions of this NDA, you will furnish only that portion of the Confidential Information which you are advised by legal counsel is legally required to be disclosed and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information so furnished.\n12. Non-Solicitation; No-Hire \u2013 Without prior written consent of the Company, for a period of two (2) years from the date of this NDA (the \u201cRestriction Period\u201d), the Potential Bidder, its Representatives, and its affiliates will not, either directly or indirectly, solicit for employment, employ, or otherwise contract for the services of (or cause or seek to cause to leave the employ of us or any of our affiliates) any person who is now employed or engaged (either as an employee or consultant) or becomes employed or engaged during the term of this NDA by us in our operations, other than persons whose employment or engagement shall have been terminated at least six (6) months prior to the date of such solicitation, employment, or other contractual arrangements. The prohibition contained in this paragraph does not extend to general solicitations of employment by you not specifically directed towards our employees or consultants.\n13. Standstill \u2013 The Potential Bidder agrees that during the Restriction Period, neither you nor any of your affiliates (including any person or entity directly or indirectly through one or more intermediaries controlling you or controlled by or under common control with you) will, without the prior written authorization of the Company, directly, indirectly, or jointly or in concert with any other person: (a) purchase, offer, or agree to purchase any securities (including equity and debt securities), direct or indirect rights, or options to acquire securities, bank indebtedness, trade claims, or other liabilities of the Company or assets of ours or any of our affiliates; (b) enter into, offer, or agree to enter into or engage in any discussions or negotiations with respect to any acquisition or other business combination transaction relating to us or any of our affiliates, or any acquisition transaction relating to all or part of the assets of the Company, any of our affiliates or any of their respective businesses, or propose any of the foregoing; (c) solicit proxies from our shareholders or otherwise attempt to influence the conduct of our shareholders or the voting of any of our or any of our affiliates\u2019 voting securities; (d) form, join, or in any way participate in any group acting jointly or in concert with respect to the foregoing; (e) seek any modification to or waiver of your agreements and obligations under this NDA; (f) seek, propose, or otherwise act alone or in concert with others, to influence or control the management, board of directors, or policies of the Company or any of our affiliates; (g) advise, assist, or encourage, act as a financing source for, or otherwise invest in any other person in connection with any of the foregoing activities; or (h) disclose any intention, plan, or arrangement, or take any action inconsistent with the foregoing.\n14. Amendment of Agreement \u2013 This NDA may not be amended, modified, or waived except by an instrument in writing signed on behalf of each of the parties hereto.\n15. Successors and Assigns; Assignability \u2013 This NDA shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and permitted assigns of the parties hereto. This NDA may not be assigned by the Potential Bidder without the prior written consent of the Company. Any assignment or attempted assignment in contravention of this subsection shall be void ab initio and shall not relieve the assigning party of any obligation under this NDA.\n16. Certain Definitions \u2013 In this NDA, the term \u201caffiliate\u201d shall mean a person directly or indirectly controlling, or controlled by, or under common control with, us or you, as the case may be, with \u201ccontrol\u201d meaning direct or indirect ownership of more than 50% of the voting securities or similar rights or interests of such person. The term \u201cperson\u201d shall be interpreted broadly to include, without limitation, any individual, corporation, company, partnership, limited partnership, limited liability company, joint venture, estate, association, trust, firm, unincorporated organization, or other entity of any kind or nature.\n17. Governing Law \u2013 This NDA shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable in the Province of Alberta. You hereby irrevocably: (a) submit to the exclusive jurisdiction of the Court of Queen\u2019s Bench of Alberta, Judicial District of Calgary in respect of any actions or proceedings (\u201cProceedings\u201d) relating in any way to this NDA and the transactions contemplated hereby (and you agree not to commence any Proceeding relating thereto except in such courts); and (b) waive any objection to the venue of any Proceeding relating to this NDA or the transactions contemplated hereby in the courts of competent jurisdiction in the Province of Alberta, including the objection that any such Proceeding has been brought in an inconvenient forum.\n18. Non-Waiver \u2013 No failure or delay by the Company in exercising any right, power, or privilege under this NDA will operate as a waiver thereof, nor will any single or partial exercise preclude any other or further exercise of any right, power, or privilege under this NDA.\n19. Notice \u2013 Any notice, consent, or approval required or permitted to be given in connection with this NDA (\u201cNotice\u201d) shall be in writing and shall be sufficiently given if delivered (whether in person, by courier service, or other personal method of delivery):\n(a) to the Receiver:\nFTI Consulting Canada Inc.\n720, 440 2 Avenue S.W.\nCalgary, Alberta T2P 5E9\nAttention: Dustin Olver\nTelephone: (403) 454-6032\nFax: (403) 232-6116\nEmail: dustin.olver@fticonsulting.com\n(b) to the Potential Bidder:\n[NTD: Insert contact information]\nAny Notice delivered or transmitted as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on a business day prior to 5:00 p.m. local time in the place of delivery or receipt. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a business day then the Notice shall be deemed to have been given and received on the next business day. Both you and we may, from time to time, change our respective addresses by giving Notice to the other in accordance with the provisions of this section.\n20. Indemnity \u2013 The Potential Bidder shall indemnify and hold harmless us and our Representatives from any damages, loss, cost, or liability (including reasonable legal fees and the cost of enforcing this indemnity) arising out of or resulting from any breach of this NDA by the Potential Bidder or any of its Representatives.\n21. Injunctive Relief \u2013 You acknowledge that disclosure of the Confidential Information or other breach of this NDA would cause serious and irreparable damage and harm to us and that remedies at law would be inadequate to protect against breach of this NDA, and agree in advance to the granting of injunctive relief in our favour for any breach of the provisions of this NDA and to the specific enforcement of the terms of this NDA, without proof of actual damages, and without the requirement to post a bond or other security, in addition to any other remedy to which we would be entitled.\n22. Term \u2013 Except as otherwise provided herein, confidentiality and non-use obligations described in this NDA shall terminate upon the expiration of the Restriction Period. Notwithstanding the foregoing, you acknowledge that the confidentiality and non-use obligations in this NDA pertaining to Personal Information shall survive any termination or expiration of this NDA.\n23. Severability \u2013 If any provision or portion of any provision of this NDA is determined to be invalid or unenforceable for any reason, then that provision or portion of that provision will be severed from this NDA, with the rest of this NDA remaining in full force and effect.\n24. Counterparts \u2013 This NDA may be executed and delivered by electronic transmission. An electronic signature shall have the same legal effect as a manual signature. This NDA may be validly executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and each of which shall constitute an original.\n[Signature page follows]\nPlease acknowledge your agreement to the foregoing by countersigning this letter in the place provided below and returning it to the undersigned.\nVery truly yours,\nFTI CONSULTING CANADA INC.\nsolely in its capacity as Court Appointed Receiver of Blaze Energy Ltd. and Wild Rose Energy Ltd. and not in its personal or corporate capacity\nPer:\nCONFIRMED AND AGREED this day of , 2017.\n[NTD: Insert name]\nPer:\nPer:\n", "spans": [ [ 0, 24 ], [ 25, 43 ], [ 44, 106 ], [ 107, 136 ], [ 137, 158 ], [ 159, 186 ], [ 186, 277 ], [ 277, 581 ], [ 582, 716 ], [ 716, 815 ], [ 815, 956 ], [ 957, 991 ], [ 991, 1210 ], [ 1210, 1298 ], [ 1298, 1355 ], [ 1355, 1426 ], [ 1426, 1575 ], [ 1576, 1867 ], [ 1868, 2153 ], [ 2153, 2259 ], [ 2259, 2691 ], [ 2692, 2765 ], [ 2765, 3879 ], [ 3879, 4416 ], [ 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"annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 33 ] }, "nda-16": { "choice": "Entailment", "spans": [ 25, 57, 58 ] }, "nda-15": { "choice": "Entailment", "spans": [ 45, 47, 56 ] }, "nda-10": { "choice": "Entailment", "spans": [ 52 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 21, 22, 23 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 122 ] }, "nda-12": { "choice": "Entailment", "spans": [ 25, 29 ] }, "nda-20": { "choice": "Entailment", "spans": [ 60, 61, 62 ] }, "nda-3": { "choice": "Entailment", "spans": [ 21, 22 ] }, "nda-18": { "choice": "Entailment", "spans": [ 77 ] }, "nda-7": { "choice": "Entailment", "spans": [ 40 ] }, "nda-17": { "choice": "Entailment", "spans": [ 38 ] }, "nda-8": { "choice": "Entailment", "spans": [ 74 ] }, "nda-13": { "choice": "Entailment", "spans": [ 25, 27 ] }, "nda-5": { "choice": "Entailment", "spans": [ 40 ] }, "nda-4": { "choice": "Entailment", "spans": [ 31, 45, 46 ] } } } ], "document_type": "search-pdf", "url": "http://cfcanada.fticonsulting.com/Blaze/docs/Non-disclosure%20Agreement.pdf" }, { "id": 298, "file_name": "Non-disclosure%20agreement_2.pdf", "text": "Microkerf Limited and ________________________________________\nNON DISCLOSURE AGREEMENT\nMicrokerf Limited\n1 Coal Cart Road\nBirstall Industrial Estate\nLeicester\nLeicestershire\nLE4 3BY\nTel: +44 116 267 1408\nFax: +44 116 267 1409\nTHIS CONFIDENTIALITY AGREEMENT is made on ___________________\nBETWEEN:\n(1) Microkerf Limited, a company registered in the UK with registered number 04654281, and whose registered office is located at 1 Coal Cart Road, Birstall Industrial Estate, Leicester, LE4 3BY (\u201cMicrokerf\u201d)\nand\n(2) ______________________________________________________ ______________________________________________________ ______________________________________________________ ______________________________________________________ ______________________________________________________\nMicrokerf Limited and __________________________ are hereinafter referred to as the \u201cParties\u201d or either one thereof as \u201cParty\u201d.\nIT IS HEREBY AGREED AS FOLLOWS:\n1. In this Agreement:\n1.1 \u201cConfidential Information\u201d means:\n(a) all and any information, documents, data and opinions disclosed by a Party to the other Party (or otherwise acquired by one Party pursuant to this Agreement) including without limitation commercial, financial or proprietary material, pricing information, data, know-how, formulae, processes, operating methods and procedures, results, designs, drawings, specifications, industrial and or intellectual property, computer programmes or other software and any other information relating to the technology of either Party and the Discussions whether in written, electronic, pictorial, visual or oral form; magnetic, electronic, graphic or digitised format; or disclosed pursuant to discussions with any of the Affiliates, officers, employees, agents, advisors or consultants of a Party and whether or not marked or indicated as confidential;\n(b) information of whatever nature relating to the technology or business or properties of a Party obtained by observation during visits to its premises or those of its Affiliates or those of any third party instructed, engaged, or retained in any way whatsoever by a Party;\n(c) analyses, compilations, studies and other documents prepared by the Parties, their officers, employees, agents, advisors or consultants which contain or otherwise reflect or are generated from the information specified in paragraphs (a) and (b) above; and samples, prototypes or models relating to the technology of a Party.\n1.2 \u201cDisclosing Party\u201d means the party disclosing the Confidential Information to the Receiving Party under this Agreement.\n1.3 \u201cPermitted Purpose\u201d means the use of Confidential Information in relation to the Discussions.\n1.4 \u201cReceiving Party\u201d means the Party to whom the Confidential Information is disclosed.\n2 The Receiving Party hereby agrees with and undertakes to the Disclosing Party, on behalf of itself and all persons to whom disclosure by it is permitted within the terms of this Agreement, that, subject as herein described, all Confidential Information, howsoever acquired or received by the Receiving Party:\n2.1 shall not be used for any purpose other than the Permitted Purpose; and\n2.2 shall be held strictly confidential, using commercially reasonable methods, and shall not be divulged directly or indirectly or otherwise made available in whole or in part to any third party without the prior written consent of the Disclosing Party provided that the Receiving Party may without such approval disclose such Confidential Information;\n(a) to an Affiliate of the Receiving Party directly concerned with the Permitted Purpose and whose knowledge of the Confidential Information is essential for the Permitted Purpose. For the purposes of this Agreement \u201cAffiliate\u201d shall mean any holding company or subsidiary company of the holding company and \u201csubsidiary\u201d shall have the meanings respectively ascribe thereto by Section 736 of the Companies Act 1985 (and includes a subsidiary undertaking as defined in Section 258 of the Companies Act 1985); or\n(b) to any governmental or regulatory authority having a right to require the same or to any recognised Stock Exchange, in compliance with the rules and regulations thereof or to the extent required by law (provided that the Receiving Party shall prior to such disclosure inform the Disclosing Party in writing of such requirement (including a confirmation that the Disclosing Party\u2019s legal advisers\u2019 opinion is that such disclosure is required) and shall disclose only such Confidential Information as is necessary to comply therewith); or\n(c) to its employees and officers and to its outside professional advisers or the employees, officers or outside professional advisers of its Affiliates directly concerned with the Permitted Purpose and whose knowledge of the Confidential Information is essential for the Permitted Purpose provided that prior to any disclosure of Confidential Information under the paragraphs (a) to (c) above, the Receiving Party shall ensure that each recipient thereof is made aware of the confidential nature of the Confidential Information and the Receiving Party shall assume full responsibility for the actions of its Affiliates, employees and officers and professional advisors.\n3 The undertakings contained in Clause 2 of this Agreement shall not apply to such of the Confidential Information as:\n3.1 is at the time of being obtained by the Receiving Party within the public domain other than as a result of breach of this Agreement; or\n3.2 is proved by documentary evidence as being at the time of the Agreement already lawfully in the possession of the Receiving Party; or\n3.3 after being obtained by the Receiving Party comes within the pubic domain other than by reason of a breach by any Party of the undertakings contained in this Agreement; or\n3.4 is properly received by the Receiving Party from a third party who is rightfully in possession of such Confidential Information and who is not bound by any obligation of confidence or secrecy; or\n3.5 proved by documentary evidence as having been independently developed by the Receiving Party or its Affiliates with no knowledge of the Confidential Information.\n4 All Confidential Information shall remain the property of the Disclosing Party and the disclosure of Confidential Information hereunder does not amount to the grant of a licence or similar right, any patent, copyright or design licence in favour of the Receiving Party. The Disclosing Party confirms that the Confidential Information is given by it in good faith but does not represent, warrant, arrange or undertake that the Confidential Information is accurate, up to date, exhaustive or complete on the subject matter concerned.\n5 The Receiving Party hereby acknowledges that any breach by it of any of the provisions of this Agreement may cause serious damage to the Disclosing Party. In particular (but without limitation) it is recognised that parts of the Confidential Information may be patent able or capable of being the subject of registered design rights or similar protection and that premature disclosure thereof may prejudice the ability of the disclosing party to obtain such protection. The Receiving Party undertakes fully and effectively to indemnify and keep so indemnified the Disclosing Party for and against all loss, damage, costs and liabilities suffered or incurred by it arising from:-\n5.1 the unauthorised disclosure of Confidential Information by the Receiving Party and any person to whom disclosure of such Confidential Information is permitted under Clause 2 of this Agreement; or\n5.2 a breach by the Receiving Party of its obligations under this Agreement.\nThe Parties acknowledge that damages will not normally be an adequate remedy for breach of any of the terms set out in this Agreement and that the Disclosing Party should be entitled to equitable relief including injunctions in respect of any breach by the Receiving Party.\nAny failure by the Disclosing Party in exercising any right, power or privilege hereunder shall not, nor shall any single or partial exercise thereof, preclude any exercise of any other right, power or privilege.\n6 The Receiving Party undertakes that the Confidential Information supplied to it under the terms of this Agreement shall only be copied or duplicated to the extent strictly necessary for the Permitted Purpose and that a restrictive legend shall be placed on each copy prohibiting further reproduction or transfers. Furthermore, any of the Confidential Information and copies, and any extracts, summaries or analyses thereof, shall be returned to the Disclosing Party or destroyed or expunged from any electronic storage device (with written confirmation of the same to the Disclosing Party) within five (5) working days upon written notice to do so from such Disclosing Party.\n7 The Parties acknowledge that the purpose of this Agreement is to facilitate confidential discussions for the purpose of evaluating their interest in collaboration and that nothing in this Agreement shall be construed as obliging either Party to disclose any Confidential Information to any other or to oblige either party to enter into any further agreement.\n8 The construction, validity and performance of this Agreement shall be governed by English Law and the Parties submit to the exclusive jurisdiction of the courts of England.\n9 This Agreement shall become effective on the date first written above.\n10 The Parties obligations under this Agreement shall remain in full force and effect for a period of five (5) years from the date hereof, save that the obligations of the parties as receiving parties under Clause 6 of this Agreement shall continue thereafter until fully discharged by performance.\nIN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly authorised representatives as of the day and year first written above.\nDate:___________________ Date:___________________\nSigned for and on behalf of Signed for and on behalf of\nMicrokerf Limited _______________________\n", "spans": [ [ 0, 22 ], [ 22, 62 ], [ 63, 87 ], [ 88, 105 ], [ 106, 122 ], [ 123, 149 ], [ 150, 159 ], [ 160, 174 ], [ 175, 182 ], [ 183, 204 ], [ 205, 226 ], [ 227, 288 ], [ 289, 297 ], [ 298, 505 ], [ 506, 509 ], [ 510, 569 ], [ 569, 624 ], [ 624, 679 ], [ 679, 734 ], [ 734, 788 ], [ 789, 811 ], [ 811, 838 ], [ 838, 916 ], [ 917, 948 ], [ 949, 970 ], [ 971, 1008 ], [ 1009, 1850 ], [ 1851, 2125 ], [ 2126, 2363 ], [ 2363, 2371 ], [ 2371, 2454 ], [ 2455, 2578 ], [ 2579, 2676 ], [ 2677, 2765 ], [ 2766, 2768 ], [ 2768, 3076 ], [ 3077, 3152 ], [ 3153, 3506 ], [ 3507, 3688 ], [ 3688, 4017 ], [ 4018, 4558 ], [ 4559, 4936 ], [ 4936, 4943 ], [ 4943, 5229 ], [ 5230, 5232 ], [ 5232, 5348 ], [ 5349, 5488 ], [ 5489, 5626 ], [ 5627, 5802 ], [ 5803, 6002 ], [ 6003, 6168 ], [ 6169, 6441 ], [ 6441, 6702 ], [ 6703, 6705 ], [ 6705, 6860 ], [ 6860, 7175 ], [ 7175, 7383 ], [ 7384, 7583 ], [ 7584, 7660 ], [ 7661, 7934 ], [ 7935, 8147 ], [ 8148, 8150 ], [ 8150, 8464 ], [ 8464, 8825 ], [ 8826, 8828 ], [ 8828, 9186 ], [ 9187, 9189 ], [ 9189, 9361 ], [ 9362, 9364 ], [ 9364, 9434 ], [ 9435, 9733 ], [ 9734, 9891 ], [ 9892, 9917 ], [ 9917, 9941 ], [ 9942, 9997 ], [ 9998, 10016 ], [ 10016, 10039 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 51 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 25, 26 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 25, 26 ] }, "nda-19": { "choice": "Entailment", "spans": [ 70 ] }, "nda-12": { "choice": "Entailment", "spans": [ 45, 50 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 63 ] }, "nda-3": { "choice": "Entailment", "spans": [ 25, 26 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 35, 37, 38, 39, 41, 42, 43 ] }, "nda-17": { "choice": "Entailment", "spans": [ 62 ] }, "nda-8": { "choice": "Entailment", "spans": [ 35, 37, 40 ] }, "nda-13": { "choice": "Entailment", "spans": [ 45, 49 ] }, "nda-5": { "choice": "Entailment", "spans": [ 35, 37, 38, 39, 41, 42, 43 ] }, "nda-4": { "choice": "Entailment", "spans": [ 35, 36 ] } } } ], "document_type": "search-pdf", "url": "https://www.microkerf.co.uk/files/Non-disclosure%20agreement.pdf" }, { "id": 299, "file_name": "Non-disclosure.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (the \u201cAgreement\u201d) is made and entered into as of the latter of the two signature dates below by and between:\n(1) Ross & Moncure, Inc. ( \u201cReceiving Party\u201d)\n(2) ___________________________________________________ (\u201cClient\u201d or \u201cDisclosing Party\u201d).\n1. Definition of Confidential Information.\n\u201cConfidential Information\u201d means non-public information that a party to this Agreement (\u201cDisclosing Party\u201d) designates as being confidential to the party that receives such information (\u201cReceiving Party\u201d) or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party.\nRoss & Moncure recognizes Confidential Information to be any information or personal data that it receives from the Client in the process of tax preparation or planning.\n2. Obligations Regarding Confidential Information.\nRoss & Moncure pledges not to disclose any information to which it has access in the process of the performance of a Client engagement. Ross & Moncure also agrees to only request of the Client information necessary to carry out services requested by the Client.\nRoss & Moncure shall process information and data provided in accordance with the instructions given by the Client and shall refrain from recording, reproducing, or storing data for superfluous reasons. This prohibition affects both hard-copy data and data on any electronic, magnetic, analogue or digital medium. Under no circumstances may it disclose such data to third parties without written authorization from the Client, even merely for safekeeping. Ross & Moncure recognizes that the duties of secrecy and non-disclosure continue to apply indefinitely even after all service engagements have terminated.\nRoss & Moncure undertakes to take and maintain the technical and organizational steps required to guarantee data security and prevent their alteration, loss and unauthorized processing or access, according to the security level required pursuant to the aforementioned legislation. These steps refer to the files, processing centers, premises, equipment, systems, programs and people involved in processing.\nOnce the contractual service has been performed, Ross & Moncure agrees to hand back to the Client all of the raw data used in tax planning upon the Client\u2019s written request. Ross & Moncure does not agree to hand back and destroy copies of completed tax returns, as the American Institute of Certified Public Accountants and the Association for Accounting Administration both dictate that best practice is to keep this work on hand.\n3. Rights and Remedies\nRoss & Moncure shall notify the undersigned Client immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by an employee of Ross & Moncure, and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.\nRoss & Moncure shall bear the burden of any damages arising from negligence and/or lack of confidentiality, improper use, processing or communication of personal data, or any other infringement of data protection rules. The full extent of these damages shall be determined by a court of competent jurisdiction.\n4. Miscellaneous\nRoss & Moncure may not subcontract the provision of any services agreed herein in whole or in part.\nRoss & Moncure, Inc. Client: __________________________\n726 North Washington Street ________________________\nAlexandria, VA 22314 _________________________\n_________________________________ ____________________________________\nSignature Signature\nC. Braxton Moncure, CEO; or, Client or Client Representative\nSteven W. Street, General Manager\n_________________________________ ____________________________________\nDate Date\n___________________________________\nTitle of Client Representative (if applicable)\n", "spans": [ [ 0, 24 ], [ 25, 45 ], [ 45, 163 ], [ 164, 209 ], [ 210, 266 ], [ 266, 299 ], [ 300, 342 ], [ 343, 664 ], [ 665, 834 ], [ 835, 885 ], [ 886, 1022 ], [ 1022, 1147 ], [ 1148, 1351 ], [ 1351, 1462 ], [ 1462, 1604 ], [ 1604, 1758 ], [ 1759, 2040 ], [ 2040, 2165 ], [ 2166, 2340 ], [ 2340, 2597 ], [ 2598, 2620 ], [ 2621, 3043 ], [ 3044, 3264 ], [ 3264, 3354 ], [ 3355, 3371 ], [ 3372, 3471 ], [ 3472, 3501 ], [ 3501, 3527 ], [ 3528, 3556 ], [ 3556, 3580 ], [ 3581, 3602 ], [ 3602, 3627 ], [ 3628, 3662 ], [ 3662, 3698 ], [ 3699, 3718 ], [ 3719, 3779 ], [ 3780, 3813 ], [ 3814, 3848 ], [ 3848, 3884 ], [ 3885, 3894 ], [ 3895, 3930 ], [ 3931, 3977 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 18 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-19": { "choice": "Entailment", "spans": [ 15 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Entailment", "spans": [ 19 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 14 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 12 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "http://rossmoncure.com/documents/Non-disclosure.pdf" }, { "id": 300, "file_name": "NonDisEC12212010.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (the \"Agreement\"), effective is entered into by and between Rochester Institute of Technology, a not for profit institution of higher education, with offices at 1 Lomb Memorial Drive Rochester, New York 14623 (\"Discloser\") and , a corporation, with offices at (\u201cRecipient\u201d).\n1. Purpose. The Discloser has agreed to make available to the Recipient certain Confidential Information (as defined below) of the Discloser for the purpose of evaluating a possible business transaction between Discloser and Recipient.\n2. Definition. \"Confidential Information\" means any information, technical data, or know-how, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing or finances, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Confidential Information does not include information, technical data or know-how which: (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party's files and records immediately prior to the time of disclosure; (ii) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party; or (iii) is approved for release by the Discloser in writing.\n3. Non-Disclosure of Confidential Information. The Recipient agrees not to use the Confidential Information for any purpose other than that set forth in Section 1 of this Agreement. The Recipient will not disclose any Confidential Information to third parties except those directors, officers, employees, consultants and agents of Recipient who are required to have the information in order to carry out the purpose set forth in Section 1 of this Agreement. Recipient has had or will have directors, officers, employees, consultants and agents of Recipient to whom Confidential Information is disclosed or who have access to Confidential Information sign a Non-Disclosure Agreement in content substantially similar to this Agreement and will promptly notify the Discloser in writing of the names of each such person who has signed such agreements after such agreements are signed. Recipient agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures shall include the highest degree of care that Recipient utilizes to protect its own Confidential Information of a similar nature. Recipient agrees to notify the Discloser in writing of any misuse or misappropriation of such Confidential Information which may come to its attention.\n4. Mandatory Disclosure. In the event that the Recipient or its directors, officers, employees, consultants or agents are requested or required by legal process to disclose any of the Confidential Information, the Recipient shall give prompt notice so that the Discloser may seek a protective order or other appropriate relief. In the event that such protective order is not obtained, the Recipient shall disclose only that portion of the Confidential Information which its counsel advises that it is legally required to disclose.\n5. Return of Materials. Any materials or documents of which have been furnished by the Discloser to the Recipient will be promptly returned within five (5) business days, accompanied by copies of such documentation, after the evaluation set forth in Section 1 of this Agreement has been concluded.\n 6. No License Granted. Nothing in this Agreement is intended to grant any rights to Recipient under any patent, copyright, trade secret or other intellectual property right nor shall this Agreement grant Recipient any rights in or to the other party's Confidential Information, except the limited right to review such Confidential Information solely for the purpose set forth in Section 1 of this Agreement.\n7. Export Control. Discloser has categorized this project as export controlled under the International Traffic in Arms Regulation (ITAR) or the Export Administration Regulations (EAR) and the applicable Export Control Regulations of the United States. As a result, certain technical data, hardware, software or other information furnished to Recipient shall be labeled \u201cExport Controlled.\u201d Other specific technical information created by the Recipient may be export controlled as well if it relates to the specific product design or prototype to be created in this project. Recipient agrees that export controlled information shall not be disclosed to any unauthorized foreign person, firm, country, including foreign persons employed by Discloser. Recipient understands there are civil and criminal penalties for failure to comply with U.S. Export Control laws and will comply with all applicable laws while performing services for Discloser. Specifically, Recipient agrees to comply with U.S. export control laws and regulations on all information it receives that is labeled \u201cExport Controlled\u201d and on information it creates in the scope of work on this project that is export controlled. Recipient further warrants that all individuals that will be given access to this information are U.S. citizens or permanent U.S. residents with a valid permanent resident cards, and that the information disclosed to Recipient will be stored securely. If Recipient has any questions concerning this clause, Recipient should contact Discloser immediately.\n8. Term. The foregoing commitments shall survive any termination of discussions between the parties, and shall continue for a period of five (5) years following the date of this Agreement.\n9. Miscellaneous. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns, provided that Confidential Information may not be assigned without the prior written consent of the Discloser. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.\n10. Severability. If any part of this Agreement should be held invalid by operation of law or by a tribunal of competent jurisdiction, the balance of this Agreement shall continue in full force and effect. The part held invalid shall be modified as required by law or the tribunal of competent jurisdiction.\n11. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which constitute one and the same instrument. Each Party will execute and promptly deliver to the other Party a copy of this Agreement bearing an Original Signature. \u201cOriginal Signature\u201d means a copy of a signature of a Party that is reproduced or transmitted via email or a .pdf file, photocopy, facsimile, or other process of complete and accurate reproduction and transmission.\n12. Notices. All notices and other communications hereunder shall be in writing and shall be and mailed by certified mail return receipt requested or by Federal Express to the party to be notified at its address listed above (or at such different addresses as the party to receive the notice so designates by written notice to the other party).\n13. Governing Law and Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York (without regard to its conflict of law rules), and shall be binding upon the parties hereto in The United States of America and worldwide. The state courts within Monroe County New York and/or the federal courts located in Western New York shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.\n14. Remedies. Recipient agrees that its obligations hereunder are necessary and reasonable in order to protect the Discloser and its business, and expressly agrees that monetary damages would be inadequate to compensate the Discloser for any breach of any covenants and agreements set forth herein. Accordingly, Recipient agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the Discloser and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Discloser shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.\n15. Entire Agreement. This Agreement, embodies the entire agreement and understanding by and between the parties with respect to the subject matter herein referred to, and no representations, promises, agreements, or understandings, written or oral, not herein contained shall be of any force or effect. No change or modification shall be valid or binding unless the same is in writing and signed by both parties.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.\nROCHESTER INSTITUTE OF TECHNOLOGY\nSigned:_________________________ Signed:_________________________________\nName:_________________________ Name:_________________________________\nTitle:__________________________ Title:__________________________________\nDate: Date:\n", "spans": [ [ 0, 24 ], [ 25, 45 ], [ 45, 329 ], [ 330, 342 ], [ 342, 565 ], [ 566, 581 ], [ 581, 1117 ], [ 1117, 1206 ], [ 1206, 1377 ], [ 1377, 1541 ], [ 1541, 1599 ], [ 1600, 1647 ], [ 1647, 1782 ], [ 1782, 2058 ], [ 2058, 2481 ], [ 2481, 2931 ], [ 2931, 3082 ], [ 3083, 3108 ], [ 3108, 3411 ], [ 3411, 3613 ], [ 3614, 3638 ], [ 3638, 3911 ], [ 3912, 3913 ], [ 3913, 3936 ], [ 3936, 4320 ], [ 4321, 4340 ], [ 4340, 4573 ], [ 4573, 4711 ], [ 4711, 4895 ], [ 4895, 5070 ], [ 5070, 5265 ], [ 5265, 5513 ], [ 5513, 5765 ], [ 5765, 5867 ], [ 5868, 5877 ], [ 5877, 6056 ], [ 6057, 6075 ], [ 6075, 6301 ], [ 6301, 6401 ], [ 6402, 6420 ], [ 6420, 6608 ], [ 6608, 6709 ], [ 6710, 6728 ], [ 6728, 6875 ], [ 6875, 6995 ], [ 6995, 7209 ], [ 7210, 7223 ], [ 7223, 7554 ], [ 7555, 7591 ], [ 7591, 7855 ], [ 7855, 8046 ], [ 8047, 8061 ], [ 8061, 8346 ], [ 8346, 8783 ], [ 8784, 8806 ], [ 8806, 9088 ], [ 9088, 9197 ], [ 9198, 9301 ], [ 9302, 9335 ], [ 9336, 9341 ], [ 9341, 9369 ], [ 9369, 9374 ], [ 9374, 9409 ], [ 9410, 9441 ], [ 9441, 9479 ], [ 9480, 9513 ], [ 9513, 9553 ], [ 9554, 9565 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 21 ] }, "nda-15": { "choice": "Entailment", "spans": [ 24 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-1": { "choice": "Entailment", "spans": [ 6 ] }, "nda-19": { "choice": "Entailment", "spans": [ 35 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 21 ] }, "nda-3": { "choice": "Entailment", "spans": [ 6 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 13 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 18 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 13 ] }, "nda-4": { "choice": "Entailment", "spans": [ 12, 37 ] } } } ], "document_type": "search-pdf", "url": "https://www.rit.edu/fa/procurement/sites/rit.edu.fa.procurement/files/forms/NonDisEC12212010.pdf" }, { "id": 302, "file_name": "NonDisclosureAgreement_1.pdf", "text": "Elektromotorji in gospodinjski aparati, d.o.o.\nOtoki 21, 4228 \u017delezniki\nNon-Disclosure Agreement\nNo.:\nAgreed between:\nDomel Elektromotorji in gospodinjski aparati, d.o.o., Otoki 21, 4228 \u017delezniki, Identification\nNo.: 5045401, tax No.: SI47263512, represented by the president of the board, dr. Jo\u017eica Rejec\n(hereinafter referred to as the owner)\nand\nIdentification No.: , tax No.: , represented by (hereinafter referred to as the supplier)\nThe subject of the agreement\nThe aim of the agreement is to guarantee that confidential data are not communicated to third parties. Data apply to:\nIn this agreement, the expression \u201cthe recipient\u201d is used for suppliers, subcontractors, manufacturers of production and inspection equipment, tools and machines as well as everyone involved in the planning process, according to the owner\u2019s discretion.\nConfidential data protection\nBoth parties, the owner and the recipient, are bound to guarantee that highly confidential written or verbal INFORMATION or business data which are subjects of this contract shall not be disclosed to third parties. The list of highly confidential INFORMATION includes:\n\uf0b7 written or verbal information which the owner classifies as confidential,\n\uf0b7 business discussions during the contract validity term,\n\uf0b7 documents, letters, meeting minutes and e-mails,\n\uf0b7 technical documentation, measurement and other reports, calculations and studies, drafts, photographs, and plans,\n\uf0b7 lists of suppliers, specifications of material and tools, tools technical,\n\uf0b7 know-how, inventions and ideas,\n\uf0b7 promotional and presentational material, price information,\n\uf0b7 other documentation.\nThe recipient stores the received INFORMATION and business data systematically, e.g. in files, electronic media and material form. All needed precautions/measures are to be taken to protect the INFORMATION from copying, theft, destruction, damage or any other intrusion. Both parties are bound to take all needed measures to guarantee the protection of data confidentiality. The owner and the recipient are bound to disclose confidential information and business data only to those employees who have a need to know this information and business data in order to properly carry out work which is the subject of this agreement and are explicitly warned to be obliged to safe keep the information and business data as confidential and that in case of the violation of confidentiality they are liable for any damage caused.\nIn case the recipient, with the prior written consent of the owner, engages sub-suppliers to carry out the subject of this agreement, a written confidentiality agreement is to be presented to the owner, which has been signed between the recipient and a sub-supplier. The contents of the agreement shall be identical to this agreement.\nThe confidential information is allowed to be communicated to third parties only with the express written consent of the owner. If the owner\u2019s confidential information is disclosed by the recipient, it shall remain the exclusive property of the owner, but the recipient is liable to any damage caused.\nFor the term of 10 years, after receiving the INFORMATION and business data, the confidential information shall be kept safely, unless defined differently by a special agreement or it is proved to have been made publicly known. The obligation does not terminate even if one of the parties backs out of the contract, e.g. due to resigning from the cooperation or from the planned project. In this case, the recipient is to return all the material file of the INFORMATION and business data at once or at the latest in 7 (seven) days after receiving the request. The recipient is to return also those INFORMATION and business data which were given to the eventual sub-supplier. The INFORMATION and business data, stored on the electronic media, are to be destroyed immediately after issuing the request.\nIf the above mentioned terms are not respected, the owner has the right to enforce the protection of its rights in the competent court of law and the right to appropriate compensation.\nOther provisions\nIn case any of the terms in this agreement is inefficient or it is difficult or even impossible to be enforced, this does not cause the agreement to terminate. Both parties in the contract are obliged to do everything in their power to keep the agreement valid, e.g. adopt different terms of the agreement.\nThe changes and additional clauses to this agreement are only allowed in written form.\nThis agreement is audited and carried out in accordance with the Law of the Republic of Slovenia.\nThe rights and obligations which are not defined by this agreement, are defined by \u201cThe General Purchasing Conditions\u201d of Domel and the Obligation Code (The Official Gazette of the Republic of Slovenia, no. 83/2001).\nThe agreement is valid when signed by both parties of this agreement.\nBoth parties agree that eventual disputes arising from this contract are to be solved in agreement. If this is not possible, the Court of Law related to the owner, i.e. Domel, is competent to deal with the dispute.\nDOMEL, d.o.o., \u017delezniki\nDr. Jo\u017eica Rejec\n_________________ ______________\n/town/city and date/ /town/city and date/\n/authorized signature/ /authorized signature/\n", "spans": [ [ 0, 46 ], [ 47, 71 ], [ 72, 87 ], [ 87, 96 ], [ 97, 101 ], [ 102, 117 ], [ 118, 212 ], [ 213, 295 ], [ 295, 307 ], [ 308, 346 ], [ 347, 350 ], [ 351, 440 ], [ 441, 469 ], [ 470, 573 ], [ 573, 587 ], [ 588, 840 ], [ 841, 869 ], [ 870, 1085 ], [ 1085, 1138 ], [ 1139, 1214 ], [ 1215, 1272 ], [ 1273, 1323 ], [ 1324, 1439 ], [ 1440, 1516 ], [ 1517, 1550 ], [ 1551, 1612 ], [ 1613, 1635 ], [ 1636, 1767 ], [ 1767, 1907 ], [ 1907, 2011 ], [ 2011, 2456 ], [ 2457, 2724 ], [ 2724, 2791 ], [ 2792, 2920 ], [ 2920, 3093 ], [ 3094, 3322 ], [ 3322, 3482 ], [ 3482, 3654 ], [ 3654, 3769 ], [ 3769, 3894 ], [ 3895, 4079 ], [ 4080, 4096 ], [ 4097, 4257 ], [ 4257, 4403 ], [ 4404, 4490 ], [ 4491, 4588 ], [ 4589, 4805 ], [ 4806, 4875 ], [ 4876, 4976 ], [ 4976, 5045 ], [ 5045, 5090 ], [ 5091, 5115 ], [ 5116, 5132 ], [ 5133, 5151 ], [ 5151, 5165 ], [ 5166, 5207 ], [ 5208, 5253 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 34 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 18, 20, 21, 23, 25 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 36 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 39 ] }, "nda-3": { "choice": "Entailment", "spans": [ 17, 18, 19 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 30, 33 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 30 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "http://www.domel.com/resources/files/NonDisclosureAgreement.pdf" }, { "id": 303, "file_name": "NondisclosureAgreement_2.pdf", "text": " NON-DISCLOSURE AGREEMENT\n(Between STQC empaneled Auditor & Auditee)\nTHIS NON-DISCLOSURE AGREEMENT is made on this \u2026\u2026.. Day (date) of\u2026\u2026\u2026\u2026 (Year) By and between\n# In case of Central Government Ministry/ Departments #/State Government Departments DLSP/DL Repository President of India/Governor of (name of state) acting through \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. (Name, Designation) of \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.. (Name of Ministry/ Department) address \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 hereinafter referred to as \u201cAuditee\u201d which expression shall, unless repugnant to the context or meaning thereof, include its successors and assigns) of the first part.\n# In case of Autonomous Societies/ Not-for-profit companies/ Public sector Undertakings/ Private sector DLSP/DL Repository\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. (Name of Company/ Society) incorporated /registered under the Companies Act,1956/2013/ the societies registration Act,1860 having its registered/corporate office at \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 (hereinafter referred to as \u201cAuditee\u201d which expression shall, unless repugnant to the context or meaning thereof, includes its successors, administrators and permitted assigns) of the first part.\n And\nName incorporated/registered under the \u2026. \u2026.. Name of the Act having its registered/corporate office at \u2026\u2026\u2026\u2026\u2026\u2026 (Herein referred to as \u201cAuditor\u201d which expression shall, unless repugnant to the context or meaning thereof, include its successors, assigns, administrators, liquidators and receivers) of the second part\nWHEREAS\nA. Auditor (Audit Organisation) is a services organization empaneled by the Standardisation, Testing and Quality Certification Response Team (hereinafter referred to as STQC) under Ministry of Electronics & IT, for auditing, including vulnerability assessment and penetration testing of Digital Locker services, networks, computer resources & applications of various agencies or departments of the Government.\nB. Auditor, as an empanelled Information Security and service management Auditing organization, has agreed to fully comply with the \u201cRules and procedures of Digital Locker Service Provider ( DLSP) / DL Repositories certification scheme, Terms & conditions of empanelment and Policy guidelines for handling audit related data\u201d while conducting audits.\nC. Auditee is also aware of the aforesaid Guidelines by STQC.\nD. Both Auditor and Auditee have given their irrevocable consent to fully comply with the aforesaid Guidelines and any amendments thereof without any reservations.\nNOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained herein, the parties agree as follows:\n1. Definitions:\n(a) The term \u201cConfidential Information\u201d shall include, without limitation, all information and materials, furnished by either Party to the other in connection with Auditee products and services including information transmitted in writing, orally, visually (e.g. video terminal display) or on magnetic media, and including all proprietary information, customer & prospect lists, trade secrets, trade names or proposed trade names, methods and procedures of operation, business or marketing plans, licensed document know-how, ideas, concepts, designs, drawings, flow charts, diagrams, quality manuals, checklists, guidelines, processes, formulae, source code materials, specifications, programs, software packages, codes and other intellectual property relating to Auditee products and services. Results of any information security audits, tests, analysis, extracts or usages carried out by the Auditor in connection with the Auditee\u2019s products and/or services, IT infrastructure, etc. shall also be considered Confidential Information.\n(b) The term \u201cAuditee products\u201d shall include all such products, goods, services, deliverables, which are subject to audit by the empanelled auditor under the Agreement.\n 2 Protection of Confidential Information: With respect to any Confidential Information disclosed to it or to which it has access, Auditor affirms that it shall:\n(a) Use the Confidential Information as necessary only in connection with scope of audit and in accordance with the terms and conditions contained herein;\n(b) Maintain the Confidential Information in strict confidence and take all reasonable steps to enforce the confidentiality obligations imposed hereunder, but in no event take less care with the Confidential Information than the parties take to protect the confidentiality of its own proprietary and confidential information and that of its other clients;\n(c) Not to make or retain copy of any details of products and/or services, prototypes, business or marketing plans, Client lists, Proposals developed by or originating from Auditee or any of the prospective clients of Auditee.\n(d) Not to make or retain copy of any details of results of any information security audits, tests, analysis, extracts or usages carried out by the Auditor in connection with the Auditee\u2019s products and/or services, IT infrastructure, etc. without the express written consent of Auditee.\n(e) Not to disclose or in any way assist or permit the disclosure of any Confidential Information to any other person or entity without the express written consent of the auditee ; and\n(f) Return to the auditee, or destroy, at auditee\u2019s discretion, any and all Confidential Information disclosed in a printed form or other permanent record, or in any other tangible form (including without limitation, all copies, notes, extracts, analyses, studies, summaries, records and reproductions thereof) immediately on (i) expiration or termination of this agreement, or (ii) the request of Auditee there for.\n(g) Not to send Auditee\u2019s audit information or data and/or any such Confidential Information at any time outside India for the purpose of storage, processing, analysis or handling without the express written consent of the Auditee.\n(h) The auditor shall use only the best possible secure methodology to avoid confidentiality breach, while handling audit related data for the purpose of storage, processing, transit or analysis including sharing of information with auditee.\n(i) Not to engage or appoint any non-resident/foreigner to undertake any activity related to Information Security Audit.\n(j) Not to discuss with any member of public, media, press, any or any other person about the nature of arrangement entered into between the Auditor and the Auditee or the nature of services to be provided by Auditor to the Auditee.\n(k) Make sure that all the employees and/or consultants engaged to undertake any audit on its behalf have signed the mandatory non-disclosure agreement.\n3. Onus. Auditor shall have the burden of proving that any disclosure or use inconsistent with the terms and conditions hereof falls within any of the foregoing exceptions.\n4. Permitted disclosure of audit related information:\nThe auditor may share audit information with STQC or similar Government entities mandated under the law as and when called upon to do so by such agencies with prior written information to the auditee.\n5. Exceptions. The Confidentiality obligations as enumerated in Article 2 of this Agreement shall not apply in following cases:\n(a) Which is independently developed by Auditor or lawfully received from another, source free of restriction and without breach of this Agreement; or\n(b) After it has become generally available to the public without breach of this Agreement by Auditor; or\n(c) Which at the time of disclosure to Auditor was known to such party free of restriction and evidenced by documents in the possession of such party; or\n(d) Which Auditee agrees in writing is free of such restrictions.\n(e) Which is received from a third party not subject to the obligation of confidentiality with respect to such Information;\n6. Remedies. Auditor acknowledges that any actual or threatened disclosure or use of the Confidential Information by Auditor would be a breach of this agreement and may cause immediate and irreparable harm to Auditee or to its clients; Auditor affirms that damages from such disclosure or use by it may be impossible to measure accurately; and injury sustained by Auditee / its clients may be impossible to calculate and compensate fully. Therefore, Auditor acknowledges that in the event of such a breach, Auditee shall be entitled to specific performance by Auditor of its obligations contained in this Agreement. In addition, Auditor shall compensate the Auditee for the loss or damages caused to the auditee, actual and liquidated damages, which may be demanded by Auditee with liquidated damages not to exceed the Contract value. Moreover, Auditee shall be entitled to recover all costs of litigation including reasonable attorneys\u2019 fees which it or they may incur in connection with defending its interests and enforcement of contractual rights arising due to a breach of this agreement by Auditor. All rights and remedies hereunder are cumulative and in addition to any other rights or remedies under any applicable law, at equity, or under this Agreement, subject only to any limitations stated herein.\n7. Need to Know. Auditor shall restrict disclosure of such Confidential Information to its employees and/or consultants with a need to know (and advise such employees and/or consultants of the obligations assumed herein), shall use the Confidential Information only for the purposes set forth in the Agreement, and shall not disclose such Confidential Information to any affiliates, subsidiaries, associates and/or third party without prior written approval of the Auditee. No Information relating to auditee shall be hosted or taken outside the country in any circumstances.\n8. Intellectual Property Rights Protection. No license to a party, under any trademark, patent, copyright, design right, mask work protection right, or any other intellectual property right is either granted or implied by the conveying of Confidential Information to such party.\n9. No Conflict. The parties represent and warrant that the performance of its obligations hereunder do not and shall not conflict with any other agreement or obligation of the respective parties to which they are a party or by which the respective parties are bound.\n10. Authority. The parties represent and warrant that they have all necessary authority and power to enter into this Agreement and perform their obligations hereunder.\n11. Governing Law. This Agreement shall be interpreted in accordance with and governed by the substantive and procedural laws of India and the parties hereby consent to the jurisdiction of Courts and/or Forums situated at .\n12. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties, and supersedes all previous or contemporaneous agreement or communications, both oral and written, representations and under standings among the parties with respect to the subject matter hereof.\n13. Amendments. No amendment, modification and/or discharge of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized officers or representatives.\n14. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.\n15. Severability. It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws, and such invalidity or unenforceability shall not affect the other provisions of this Agreement.\n16. Waiver. Waiver by either party of a breach of any provision of this Agreement, shall not be deemed to be waiver of any preceding or succeeding breach of the same or any other provision hereof.\n17. Survival. Both parties agree that all of their obligations undertaken herein with respect to Confidential Information received pursuant to this Agreement shall survive till perpetuity even after expiration or termination of this Agreement.\n18. Non-solicitation. During the term of this Agreement and thereafter for a further period of two (2) years Auditor shall not solicit or attempt to solicit Auditee\u2019s employees and/or consultants, for the purpose of hiring/contract or to proceed to conduct business similar to Auditee with any employee and/or consultant of the Auditee who has knowledge of the Confidential Information, without the prior written consent of Auditee.\n19. This Agreement is governed by and shall be construed in accordance with the laws of India. In the event of dispute arising between the parties in connection with the validity, interpretation, and implementation or alleged breach of any provision of this Agreement, the parties shall attempt to resolve the dispute in good faith by senior level negotiations. In case, any such difference or dispute is not amicably resolved within forty five (45) days of such referral for negotiations, it shall be resolved through arbitration process, wherein both the parties will appoint one arbitrator each and the third one will be appointed by the two arbitrators in accordance with the Arbitration and Conciliation Act, 1996. The venue of arbitration in India shall be (please choose the venue of dispute resolution as the city) or where the services are provided. The proceedings of arbitration shall be conducted in English language and the arbitration award shall be substantiated in writing and binding on the parties. The arbitration proceedings shall be completed within a period of one hundred and eighty (180) days from the date of reference of the dispute to arbitration.\n20. Term. This Agreement shall come into force on the date of its signing by both the parties and shall be valid up to one year.\nIN WITNESS HEREOF, and intending to be legally bound, the parties have executed this Agreement to make it effective from the date and year first written above.\n# In case of auditee being Central Government Ministry/ Departments #\nFor & on behalf of President of India\n(Name and designation of authorized signatory) \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\n\nOr\n# In case of auditee being State Government Department #\nFor & on behalf of Governor of \u2026\u2026. < State name>\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.. (Name and designation of authorized signatory)\n\nOr\n# In case of Autonomous Societies/Not-for-profit-company/Public sector undertaking /Private Sector #\nFor , duly authorized by rules & regulations / of / vide resolution no. \u2026. Dated \u2026\u2026. Of Board of Directors of ............\n(AUDITEE) (AUDITOR)\nWITNESSES:\n1.\n", "spans": [ [ 0, 1 ], [ 1, 25 ], [ 26, 68 ], [ 69, 99 ], [ 99, 138 ], [ 138, 159 ], [ 160, 162 ], [ 162, 339 ], [ 339, 373 ], [ 373, 588 ], [ 589, 591 ], [ 591, 711 ], [ 712, 725 ], [ 725, 899 ], [ 899, 1094 ], [ 1095, 1096 ], [ 1096, 1099 ], [ 1100, 1142 ], [ 1142, 1146 ], [ 1146, 1211 ], [ 1211, 1414 ], [ 1415, 1422 ], [ 1423, 1832 ], [ 1833, 2183 ], [ 2184, 2245 ], [ 2246, 2409 ], [ 2410, 2540 ], [ 2541, 2556 ], [ 2557, 3352 ], [ 3352, 3592 ], [ 3593, 3762 ], [ 3763, 3764 ], [ 3764, 3924 ], [ 3925, 4079 ], [ 4080, 4435 ], [ 4436, 4662 ], [ 4663, 4949 ], [ 4950, 5134 ], [ 5135, 5461 ], [ 5461, 5513 ], [ 5513, 5551 ], [ 5552, 5783 ], [ 5784, 6025 ], [ 6026, 6146 ], [ 6147, 6379 ], [ 6380, 6532 ], [ 6533, 6542 ], [ 6542, 6705 ], [ 6706, 6759 ], [ 6760, 6960 ], [ 6961, 6976 ], [ 6976, 7088 ], [ 7089, 7239 ], [ 7240, 7345 ], [ 7346, 7499 ], [ 7500, 7565 ], [ 7566, 7689 ], [ 7690, 7703 ], [ 7703, 8129 ], [ 8129, 8306 ], [ 8306, 8525 ], [ 8525, 8795 ], [ 8795, 9000 ], [ 9001, 9018 ], [ 9018, 9475 ], [ 9475, 9576 ], [ 9577, 9621 ], [ 9621, 9855 ], [ 9856, 9872 ], [ 9872, 10122 ], [ 10123, 10138 ], [ 10138, 10290 ], [ 10291, 10310 ], [ 10310, 10532 ], [ 10533, 10555 ], [ 10555, 10837 ], [ 10838, 10854 ], [ 10854, 11088 ], [ 11089, 11112 ], [ 11112, 11250 ], [ 11251, 11269 ], [ 11269, 11662 ], [ 11663, 11675 ], [ 11675, 11859 ], [ 11860, 11874 ], [ 11874, 12103 ], [ 12104, 12126 ], [ 12126, 12536 ], [ 12537, 12632 ], [ 12632, 12899 ], [ 12899, 13251 ], [ 13251, 13396 ], [ 13396, 13554 ], [ 13554, 13711 ], [ 13712, 13722 ], [ 13722, 13840 ], [ 13841, 14000 ], [ 14001, 14003 ], [ 14003, 14070 ], [ 14071, 14108 ], [ 14109, 14167 ], [ 14168, 14211 ], [ 14212, 14214 ], [ 14215, 14217 ], [ 14217, 14271 ], [ 14272, 14320 ], [ 14321, 14333 ], [ 14333, 14379 ], [ 14380, 14406 ], [ 14407, 14409 ], [ 14410, 14412 ], [ 14412, 14510 ], [ 14511, 14672 ], [ 14672, 14741 ], [ 14742, 14761 ], [ 14762, 14772 ], [ 14773, 14775 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 32, 38, 39 ] }, "nda-15": { "choice": "Entailment", "spans": [ 67 ] }, "nda-10": { "choice": "Entailment", "spans": [ 32, 44 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 28, 29 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 85 ] }, "nda-12": { "choice": "Entailment", "spans": [ 51, 52 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 32, 38, 39, 40 ] }, "nda-3": { "choice": "Entailment", "spans": [ 28 ] }, "nda-18": { "choice": "Entailment", "spans": [ 87 ] }, "nda-7": { "choice": "Entailment", "spans": [ 64 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 32, 35, 36 ] }, "nda-8": { "choice": "Entailment", "spans": [ 49 ] }, "nda-13": { "choice": "Entailment", "spans": [ 51, 56 ] }, "nda-5": { "choice": "Entailment", "spans": [ 64 ] }, "nda-4": { "choice": "Entailment", "spans": [ 32, 33 ] } } } ], "document_type": "search-pdf", "url": "http://164.100.161.230/sites/default/files/pdf/NondisclosureAgreement.pdf" }, { "id": 304, "file_name": "O00216-000899A.pdf", "text": "Non-Disclosure Agreement\n(Non-Standard)\nThis Non-Disclosure Agreement (\"Agreement\") is between County of Orange (\u201cCounty\u201d) and Microsoft Corporation and its affiliates (\u201cMicrosoft\u201d) as indicated in the signature block below. The County and Microsoft may be referred to individually as \u201cParty\u201d or collectively as \u201cParties.\u201d \u201cWe,\u201d \u201cus\u201d and \u201cour\u201d refer to both of the Parties signing below and the Parties\u2019 respective affiliates.\nCOMPANY AND ITS AFFILIATES or INDIVIDUAL: MICROSOFT CORPORATION\nCounty of Orange, a political subdivision of the State of\nAND ITS AFFILIATES\nCalifornia\nAddress: 333 W. Santa Ana Blvd. One Microsoft Way\nRedmond, WA 98052-6399\nSanta Ana, CA\n92701\nUSA USA\nSign:\nPrint Name: Charles Eckstrom Print Name:\nPrint Title: Interim Chief Information Officer Print Title:\nSignature Date: Signature Date:\nExpiration Date of this Agreement: This Agreement expires one hundred and eighty (180) days from the later of the two signature dates above, unless an earlier date is stated in the limited purpose that follows.\nLimited Purpose: Application of this Agreement is limited to the following transaction or other interaction between the parties:\nParticipation in the County of Orange HRS Data Analytics Project \u2013 Phase I and development of the associated Enterprise-wide Business Intelligence Platform.\nCorporate and External Legal Affairs (CELA) Contact: Charlie Bingham (CELA)\n1. The purpose of this Agreement. This Agreement allows us to disclose Confidential Information (defined below) to each other, to our own affiliates and to the other\u2019s affiliates, under the following terms. An \u201caffiliate\u201d is any legal entity that one of us owns, that owns one of us or that is under common control with one of us. \u201cControl\u201d and \u201cown\u201d mean possessing a 50% or greater interest in an entity or the right to direct the management of the entity. Additionally we may disclose the other\u2019s Confidential Information to our respective Representatives (as defined herein below) only if those Representatives are required to have the Confidential Information for the purposes in this Agreement. Before doing so, each Party must ensure that affiliates and Representatives are required to protect the Confidential Information on terms consistent with this Agreement.\n2. Confidential information.\nMicrosoft Filing Instructions: after both parties sign and date this Agreement, Your customer should retain one original for their files and return the other to you. Then, address the second original to:\nNDA, CRM 124/Records\nMicrosoft Corporation\n1 Microsoft Way\nRedmond, WA 98052-6399\n IEAID:243659\na. What is included. \"Confidential Information\" is non-public information, know-how and trade secrets in any form that:\n\uf0a7 A. Are designated in writing as \u201cconfidential\u201d at the time of their disclosure and include: (1) corporate financial records or corporate proprietary information (e.g. trade secrets) exempted under the California Public Records Act, California Government Code Sections 6250, et seq.; or (2) information that a reasonable person knows or reasonably should understand to be confidential, and is treated confidential by the disclosing party.\n\uf0a7 B. The County\u2019s sensitive security information, or technical data, programs, software (including configuration or source codes), technical information, screen shots, customer information, employee records, computer network, architectural or engineering information, exploitable data, information protected by privacy law, or other information that is treated as confidential by the County, or is prohibited from being disclosed for any reason pursuant to law, statute, regulation, ordinance, or contract.\nb. What is not included. The following types of information, however marked, are not Confidential Information. Information that:\n\uf0a7 Is, or becomes, publicly available without a breach of this Agreement or through no fault of the recipient of the information;\n\uf0a7 Is or becomes lawfully known to the recipient of the information without an obligation to keep it confidential;\n\uf0a7 Is received from another source who can disclose it lawfully;\n\uf0a7 Is independently developed;\n\uf0a7 Is a comment or suggestion one of the Parties volunteers about the other\u2019s business, products or services;\n\uf0a7 Is in the recipient\u2019s possession before receipt from the discloser of the information;\n\uf0a7 Is disclosed by the recipient with the discloser\u2019s prior written approval; or\n\uf0a7 Is disclosed by court order or under operation of applicable law including, but not limited to, the California Public Records Act, California Government Code Sections 6250, et seq.\n3. Treatment of Confidential Information.\na. In general. Subject to the other terms of this Agreement, each of us agrees:\n\uf0a7 Except as required under any court order or law including, but not limited to, the California Public Records Act and Ralph M. Brown Act (California Government Code section 54950 et seq.), subpoena, or any other legally permitted or required disclosure, the Parties agree not to disclose the other\u2019s Confidential Information to third parties except to those employees of a recipient who are required to have the information for the purposes in this Agreement, Representatives (defined below), and except as otherwise allowed in this Agreement; and\n\uf0a7 The Parties will use and disclose the other\u2019s Confidential Information only for purposes of evaluating and engaging in an actual or potential business relationship with each other.\nb. Security precautions. Each Party agrees:\n\uf0a7 To take reasonable steps to protect the other Party\u2019s Confidential Information. These steps must be at least as protective as those we take to protect our own Confidential Information of a similar nature;\n\uf0a7 To notify the other promptly upon discovery of any unauthorized use or disclosure of Confidential Information; and\n\uf0a7 To cooperate with the other to help regain control of the Confidential Information and prevent further unauthorized use or disclosure of it.\nc. Sharing Confidential Information with affiliates and Representatives.\n\uf0a7 For the purposes of this Agreement, a \u201cRepresentative\u201d is an employee, contractor, vendor, service provider, advisor or consultant of a Party or a Party\u2019s respective affiliates including, but not limited to, Science Applications International Corporation (\u201cSAIC\u201d) and Atos Governmental IT Outsourcing Services, LLC (\u201cAtos\u201d) and each of their respective employees, affiliates, and subcontractors.\n\uf0a7 Each Party may disclose the other\u2019s Confidential Information to its Representatives (who may then disclose that Confidential Information to other of its Representatives) only if those Representatives are required to have the Confidential Information for the purposes in this Agreement. Before doing so, each Party must ensure that affiliates and Representatives are required to protect the Confidential Information on terms consistent with this Agreement.\n\uf0a7 Neither Party is required to restrict work assignments of Representatives who have had access to Confidential Information. Each Party acknowledges that they cannot control the incoming information the other Party will disclose in the course of the business relationship between the Parties, or what each Party\u2019s Representatives will remember, even without notes or other aids. Each Party agrees that use of information in its Representatives\u2019 unaided memories in the development or deployment of the Parties\u2019 respective products or services does not create liability for that Party under this Agreement or trade secret law. Both Parties mutually agree to limit what each Party discloses to the other accordingly.\nd. Disclosing Confidential Information if required to by law. Each Party may disclose the other\u2019s Confidential Information if required to comply with a court order, law, or other government demand that has the force of law including, but not limited to, the California Public Records Act, California Government Code section 6250 et seq. If a Party is required to disclose the other Party\u2019s Confidential Information pursuant to applicable law, statute, or regulation, or court order, that Party will give to the other written notice of the order or request mandating disclosure of the Confidential Information in order to provide a reasonable opportunity for the other Party to object to such disclosure of its Confidential Information and seek a protective order or appropriate remedy. If, in the absence of a protective order, the recipient determines that it is required to disclose such information, it may disclose without breach of this Agreement only Confidential Information specifically required and only to the extent compelled to do so .\nBy entering into this Agreement, Microsoft expressly acknowledges that the County is a government entity subject to the California Public Records Act. If the County receives a request pursuant to the California Public Records Act for Confidential Information that Microsoft has designated as \u201cconfidential\u201d in writing, the County will notify Microsoft of the request, so that Microsoft can seek protection from disclosure by a court of competent jurisdiction. Notwithstanding any other provisions of this Agreement, the County may in its discretion disclose Microsoft\u2019s Confidential Information in the County\u2019s possession without breach of this Agreement if the County notifies Microsoft of the pending California Public Records Act request and Microsoft fails to seek and obtain protection from disclosure by a court of competent jurisdiction.\n4. Length of Confidential Information obligations. Except as permitted above and unless otherwise required by applicable law or court order, neither Party will use or disclose the other\u2019s Confidential Information for five years after it is received. The five-year time period does not apply if applicable law requires a longer period. This duty to withhold Confidential Information survives any expiration or termination of this Agreement as provided herein.\n5. General rights and obligations.\na. Law that applies; jurisdiction and venue. This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California, without reference to conflicts of law provisions. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding California Code of Civil Procedure section 394. Furthermore, the Parties specifically agree to waive any and all rights to request that an action be transferred for trial to another county.\nb. Compliance with law. Each of us will comply with all export laws that apply to Confidential Information.\nc. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy.\nd. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this Agreement. Each of us agrees that the other may seek court orders to stop Confidential Information from becoming public in breach of this Agreement.\ne. Transfers of this Agreement. If one of us transfers this Agreement, we will not disclose the other\u2019s Confidential Information to the transferee without the other\u2019s consent.\nf. Enforceability. If any provision of this Agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this Agreement will remain in place.\ng. Entire agreement. This Agreement does not grant any implied intellectual property licenses to Confidential Information, except as stated above. We may have contracts with each other covering other specific aspects of our relationship (\u201cother contracts\u201d). The other contract may include commitments about Confidential Information, either within it or by referencing another non-disclosure agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding Confidential Information. It replaces all other agreements and understandings regarding Confidential Information. We can only change this Agreement with a signed document that states that it is changing this Agreement.\n", "spans": [ [ 0, 15 ], [ 15, 24 ], [ 25, 39 ], [ 40, 225 ], [ 225, 323 ], [ 323, 426 ], [ 427, 490 ], [ 491, 548 ], [ 549, 567 ], [ 568, 578 ], [ 579, 625 ], [ 625, 628 ], [ 629, 651 ], [ 652, 665 ], [ 666, 671 ], [ 672, 679 ], [ 680, 685 ], [ 686, 726 ], [ 727, 786 ], [ 787, 818 ], [ 819, 854 ], [ 854, 1029 ], [ 1030, 1158 ], [ 1159, 1232 ], [ 1232, 1315 ], [ 1316, 1391 ], [ 1392, 1426 ], [ 1426, 1599 ], [ 1599, 1723 ], [ 1723, 1851 ], [ 1851, 2093 ], [ 2093, 2262 ], [ 2263, 2291 ], [ 2292, 2458 ], [ 2458, 2495 ], [ 2496, 2516 ], [ 2517, 2538 ], [ 2539, 2554 ], [ 2555, 2577 ], [ 2578, 2579 ], [ 2579, 2591 ], [ 2592, 2613 ], [ 2613, 2711 ], [ 2712, 2717 ], [ 2717, 2806 ], [ 2806, 3000 ], [ 3000, 3151 ], [ 3152, 3157 ], [ 3157, 3658 ], [ 3659, 3684 ], [ 3684, 3770 ], [ 3770, 3787 ], [ 3788, 3916 ], [ 3917, 4030 ], [ 4031, 4094 ], [ 4095, 4124 ], [ 4125, 4233 ], [ 4234, 4322 ], [ 4323, 4402 ], [ 4403, 4585 ], [ 4586, 4627 ], [ 4628, 4643 ], [ 4643, 4707 ], [ 4708, 5256 ], [ 5257, 5439 ], [ 5440, 5465 ], [ 5465, 5483 ], [ 5484, 5566 ], [ 5566, 5690 ], [ 5691, 5807 ], [ 5808, 5950 ], [ 5951, 6023 ], [ 6024, 6421 ], [ 6422, 6710 ], [ 6710, 6879 ], [ 6880, 7005 ], [ 7005, 7259 ], [ 7259, 7506 ], [ 7506, 7594 ], [ 7595, 7657 ], [ 7657, 7932 ], [ 7932, 8381 ], [ 8381, 8642 ], [ 8643, 8794 ], [ 8794, 9103 ], [ 9103, 9487 ], [ 9488, 9539 ], [ 9539, 9738 ], [ 9738, 9823 ], [ 9823, 9946 ], [ 9947, 9981 ], [ 9982, 10027 ], [ 10027, 10234 ], [ 10234, 10569 ], [ 10569, 10710 ], [ 10711, 10735 ], [ 10735, 10818 ], [ 10819, 10830 ], [ 10830, 10964 ], [ 10965, 10996 ], [ 10996, 11106 ], [ 11106, 11243 ], [ 11244, 11276 ], [ 11276, 11419 ], [ 11420, 11439 ], [ 11439, 11581 ], [ 11581, 11662 ], [ 11663, 11684 ], [ 11684, 11810 ], [ 11810, 11921 ], [ 11921, 12065 ], [ 12065, 12143 ], [ 12143, 12240 ], [ 12240, 12328 ], [ 12328, 12432 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 108 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 42, 44, 45, 48 ] }, "nda-1": { "choice": "Entailment", "spans": [ 42, 44 ] }, "nda-19": { "choice": "Entailment", "spans": [ 89 ] }, "nda-12": { "choice": "Entailment", "spans": [ 50, 51, 55 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 42 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 30, 31, 63, 72, 73 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 81 ] }, "nda-13": { "choice": "Entailment", "spans": [ 50, 51, 53, 54 ] }, "nda-5": { "choice": "Entailment", "spans": [ 30, 63, 72, 73 ] }, "nda-4": { "choice": "Entailment", "spans": [ 22, 64, 108 ] } } } ], "document_type": "search-pdf", "url": "http://cams.ocgov.com/Web_Publisher/Agenda07_26_2016_files/images/O00216-000899A.PDF" }, { "id": 305, "file_name": "OMA-TestFest-NDA-2017.pdf", "text": "Open Mobile Alliance\nInteroperability Testing Non-Disclosure Agreement\nThis Interoperability Testing Non-Disclosure Agreement (\u201cAgreement\u201d) is made by and among the Open Mobile Alliance (\u201cOpen Mobile Alliance\u201d), the registered mailing address of which is at 2850 Womble Road, Suite 100, Mail Stop 300, San Diego, CA 92106 USA, and the participant company, and its Affiliates, listed below having a principal place of business at the address listed below and each party who enters into this Agreement by signing this form (individually and collectively referred to as \u201cParticipant\u201d).\n1. DEFINITIONS\nA. \u201cEvents\u201d shall mean all interoperability testing events, TestFests and Bi-Lateral Test Sessions, occurring after the date of signing this Agreement which are administered by the Open Mobile Alliance and attended by Participants.\nB. \u201cOMA Interoperability Policy and Process Document\u201d shall mean the document found on the Open Mobile Alliance Web site, as modified from time to time, which sets forth the interoperability process.\nC. \u201cDisclosing Participant\u201d shall be the Participant and its Representatives that disclose or otherwise make available the Confidential Information, as defined below. As used in this Agreement, the \u201cRepresentatives\u201d stated above shall mean such party\u2019s officers, employees, agents, consultants or other representatives.\nD. \u201cReceiving Participant\u201d shall be the Participant and its Representatives that receive or otherwise gain knowledge of the Confidential Information, as defined below. As used in this Agreement, the \u201cRepresentatives\u201d stated above shall mean such party\u2019s officers, employees, agents, consultants or other representatives.\nE. \u201cConfidential Information\u201d shall mean all information provided at, pursuant to, for the purposes of, or discovered or generated during (a) the Events and (b) the process set forth in the OMA Interoperability Policy and Process Document, including, but not limited to, the implementation conformance statements, test results, test reports, and the operator network configuration information, which:\n(i) is identified in written or oral format by the Disclosing Participant as confidential, trade secret or proprietary information at the time of disclosure, (provided that such information, if disclosed orally, must be summarized and designated as confidential in written format to the Receiving Participant within thirty (30) days of disclosure),\n(ii) is identified in this Agreement as Confidential Information, or\n(iii) a reasonable person in the same circumstances as the Receiving Participant should have known or has reason to know is confidential, trade secret or proprietary information of the Disclosing Participant.\nTechniques and concepts which are commonly known in the industry shall not be considered to be Confidential Information.\nF. \u201cApplication Form\u201d shall mean the Open Mobile Alliance membership application form, including the schedule to the application form.\nG. \u201cTestFest\u201d shall mean an interoperability testing event open to all Open Mobile Alliance members and the public, organized by the Open Mobile Alliance staff, to permit the testing of one or more enablers.\nH. \u201cBi-Lateral Test Session\u201d shall mean an interoperability testing event organized by an Open Mobile Alliance member who has invited one or more Open Mobile Alliance members to conduct individual test sessions at the Open Mobile Alliance member\u2019s location.\n2. EXISTING OBLIGATIONS\nThe Participant acknowledges and agrees that its confidentiality obligations under the Application Form include any information which the Participant receives or which is discovered or generated during or as a result of its participation in the Events and which fall under the definition of Confidential Information. The Participant acknowledges and agrees that in the event of a conflict between the terms of this Agreement and of the Application Form that the terms and obligations of the Application Form shall control, provided, however, in all situations the terms which provide the most extensive protection of the Participants\u2019 results and information shall apply regardless of whether such reside in the Application Form or this Agreement.\n3. PURPOSE AND USE\nThe purpose of this Agreement is to permit a Disclosing Participant to disclose and a Receiving Participant to receive information relating to technologies of the Participants at the Events. All Participants at the Events must execute and abide by the terms and conditions of this Agreement. The Participant agrees that Confidential Information may only be used for purposes of participating in the Events, performing interoperability testing, generating test reports and modifying the Participant\u2019s own technology or product (without restricting the Participant\u2019s right to sell or market) to address identified interoperability problems. The Receiving Participant also agrees that the Confidential Information may only be disclosed subject to the terms of this Agreement internally to the Receiving Participant\u2019s representatives who:\n(i) need to know the Confidential Information;\n(ii) understand that they are bound by this Agreement; and\n(iii) agree to fulfill the obligations of this Agreement.\nNotwithstanding anything herein to the contrary, a Participant may use Residuals for any purpose, including use in the development, manufacture, promotion, sale and maintenance of its products and services. This right to use Residuals does not represent a license to any of Disclosing Participant\u2019s patents, copyrights, trademarks, and/or mask work rights. The term \u201cResiduals\u201d means information contained in the Confidential Information disclosed at the Events such as general knowledge, ideas, concepts, know-how, professional skills, work experience and/or techniques (not information such as exact implementations, Test Results, or Individual Results) that is retained in the unaided memories of Receiving Participant\u2019s Representatives who have had access to Disclosing Participant\u2019s Confidential Information pursuant to the terms of this Agreement. A Representative\u2019s memory is unaided if the Representative has not intentionally memorized, or referred to records of, such Confidential Information of Disclosing Participant, for the purpose of retaining and subsequently using or disclosing it.\n4. DUTIES OF THE OPEN MOBILE ALLIANCE\nFor purposes of this Agreement, the Open Mobile Alliance shall be viewed as a Participant, provided that the Open Mobile Alliance\u2019s use of Confidential Information shall be limited to the performance of its duties as set forth in this Section 4 of the Agreement. The Open Mobile Alliance\u2019s duties under this Agreement will be planning, organizing, and administering the Events. In addition, the Open Mobile Alliance will aggregate and disseminate information in the form of enabler test reports and problem reports pursuant to the terms of the OMA Interoperability Policy and Process Document.\n5. DISCLOSURE\nThe Receiving Participant shall hold in confidence the Confidential Information, not disclose the Confidential Information except to Receiving Participant\u2019s Representatives in accordance with this Agreement, and will exercise the same amount of diligence in preserving the secrecy of that information as the diligence used in preserving the secrecy of the Receiving Participant\u2019s Confidential Information of like importance, but in no event less than reasonable diligence.\n6. JOINT OWNERSHIP\nThe Participants engaged in testing the interoperability of their respective products (\u201cTest Objects\u201d) will have joint and several ownership of the results of the interoperability testing insofar as they relate specifically to the interoperability of the Test Objects (the \u201cTest Results\u201d), information concerning which will constitute Confidential Information of the Participants.\nNotwithstanding the foregoing paragraph, each Participant will be the owner of any results of the interoperability testing insofar as they relate specifically to the performance of its own Test Object, regardless of the source, (\u201cIndividual Results\u201d), information concerning which will constitute Confidential Information of that Participant and may not be disclosed or used by the other Participant other than as permitted for Confidential Information received under this Agreement.\nSubject to the foregoing paragraph, the Participants will have joint and several ownership of any copyright in and to any test reports that describe the Test Results (the \u201cTest Reports\u201d).\nWithout the prior written consent of the other Participants, no Participant may use or disclose the Test Results or the content of the Test Reports, in whole or in part, other than as permitted for Confidential Information received from the other Participant or as agreed between or among the testing Participants.\nThe Participants will ensure that a suitable copyright and confidentiality notice is appended to each copy of any Test Report and, when applicable, a liability disclaimer.\n7. LIABILITY AND LIMITATION OF LIABILITY\nThe Receiving Participant shall be liable for:\n(i) any breach of this Agreement by the Receiving Participant, and\n(ii) any unauthorized disclosure or use of Confidential Information by persons or entities to whom the Receiving Participant has the right to disclose Confidential Information under this Agreement,\nEXCEPT THAT, TO THE FULL EXTENT PERMITTED BY LAW, THE RECEIVING PARTICIPANT SHALL NOT BE LIABLE FOR, AND HEREBY DISCLAIMS ANY LIABILITY FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN CONNECTION WITH INADVERTENT OR SUCH UNAUTHORIZED DISCLOSURE IF IT HAS EXERCISED THE SAME AMOUNT OF DILIGENCE IN PRESERVING THE SECRECY OF THAT INFORMATION AS THE DILIGENCE USED IN PRESERVING THE SECRECY OF THE RECEIVING PARTICIPANT\u2019S OWN CONFIDENTIAL INFORMATION OF LIKE IMPORTANCE, BUT IN NO EVENT LESS THAN REASONABLE DILIGENCE, AND, UPON BECOMING AWARE OF SUCH DISCLOSURE, NOTIFIED THE DISCLOSING PARTICIPANT THEREOF AND TAKEN REASONABLE MEASURES TO MITIGATE THE EFFECTS OF SUCH DISCLOSURE AND TO PREVENT ANY FURTHER DISCLOSURE.\nIn the event of a breach of this Agreement, the Disclosing Participant may take any and all actions under law against the Receiving Participant. The Participant acknowledges and agrees that the Open Mobile Alliance is not responsible for any actions of its members, including, but not limited to, any breach of the terms of this Agreement.\n8. EXCEPTIONS TO CONFIDENTIAL INFORMATION\nThe Receiving Participant shall have no obligation with respect to information which:\n(i) was lawfully in the possession of or known to the Receiving Participant without any obligation of confidentiality prior to receiving it from the Disclosing Participant;\n(ii) is, or subsequently becomes, legally and publicly available other than by the Receiving Participant\u2019s breach of this Agreement;\n(iii) becomes publicly available by action of the Disclosing Participant;\n(iv) is lawfully obtained by the Receiving Participant from a source other than the Disclosing Participant not under any obligation of confidentiality to the Disclosing Participant;\n(v) is developed by or for the Receiving Participant without use of the Confidential Information, provided such independent development can be shown by documentary evidence; or\n(vi) is disclosed by the Receiving Participant pursuant to a valid order issued by a court or government agency, provided that the Receiving Participant provides to the Disclosing Participant\n(a) prior written notice of such obligation, and\n(b) reasonable cooperation with Disclosing Participant\u2019s efforts to limit or oppose such disclosure or obtain a protective order.\nThe terms of confidentiality under this Agreement shall not be construed to limit the Participant\u2019s right to develop independently or acquire products without use of the Confidential Information or to reassign Participant\u2019s own Representatives within Participant\u2019s own organization.\n9. DISCLAIMER\nEach Participant provides such Participant\u2019s Confidential Information \u201cas is\u201d without warranties, express or implied, of any kind, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement. The Participant does not warrant that the Confidential Information is error free or technically or commercially exploitable.\nEach Participant shall retain all right, title and interest to such Participant\u2019s Confidential Information and all intellectual property rights fixed, embodied, or otherwise subsisting therein or arising therefrom, and in all works, inventions, discoveries, know-how, techniques, processes, methods, systems, ideas and other elements thereof. No license under any trademark, patent or copyright, or other recognized intellectual property rights, or applications for the same which are now or thereafter may be obtained by such Participant is either granted or implied by this Agreement or the disclosure of Confidential Information hereunder, except for the limited purposes contemplated hereby and as otherwise provided herein. Subject to the foregoing, the Participants will have joint ownership of the Test Results and/or Test Reports as set forth in Section 6 of this Agreement.\n10. LIMITATION OF LIABILITY OF THE OPEN MOBILE ALLIANCE\nThe Open Mobile Alliance will exercise reasonable efforts regarding its duties as set forth in Section 4 of this Agreement, provided, however that the Open Mobile Alliance shall not be liable for any breach of another Participant\u2019s obligations hereunder. Participant agrees that the Open Mobile Alliance will not be liable for any inadvertent disclosure by the Open Mobile Alliance of any information, including Confidential Information, under this Agreement. If any action is brought against the Open Mobile Alliance for any breach of its obligations hereunder, Participant agrees that the sole and exclusive remedy for any and all such actions brought by Participant against the Open Mobile Alliance shall not exceed in the aggregate ten thousand US dollars ($10,000 USD).\n11. TERM\nThis Agreement shall continue from the date last written below until 18:00 GMT on December 31, 2021 or until superseded by another non-disclosure agreement between the Open Mobile Alliance and Participant, provided, however, the obligations of confidentiality under this Agreement shall cease to apply to each item of Confidential Information five (5) years after such item of Confidential Information has been given, disclosed, required or supplied at or for the purposes of an Event.\n12. GOVERNING LAW\nThis Agreement will be governed by the laws of England without reference to conflict of laws principles and the courts of England shall have non-exclusive jurisdiction for all matters arising under this Agreement.\n13. SURVIVAL OF TERMS\nIf any term or provision of this Agreement shall be found to be invalid, illegal or otherwise unenforceable, such finding shall not effect the other terms or provisions of this Agreement, or the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties set forth in this Agreement.\n14. WAIVER\nAny express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement.\n15. ENTIRE AGREEMENT\nThis Agreement and the Application Form constitute the entire agreement between the parties relating to the subject matter, and cancels and supersedes any prior versions of the Agreement. No modification to the Agreement will be binding, unless in writing and signed by both parties.\n16. ASSIGNMENT\nParticipant may not assign or otherwise transfer the Agreement or any right granted hereunder.\nIN WITNESS WHEREOF, the duly authorized representatives of the Participant have executed this Agreement.\nPARTICIPANT COMPANY OPEN MOBILE ALLIANCE LTD.\nSignature: _______________________ Signature: ___________________\nName: __________________________ Name:______________________\n(please print)\nTitle: ___________________________ Title:_______________________\nCompany: _______________________\nDate: ___________________________ Date:_______________________\nEmail Address: ___________________\nAddress: ________________________\n_______________________________\n_______________________________\n", "spans": [ [ 0, 20 ], [ 21, 61 ], [ 61, 70 ], [ 71, 582 ], [ 583, 597 ], [ 598, 829 ], [ 830, 1029 ], [ 1030, 1197 ], [ 1197, 1349 ], [ 1350, 1518 ], [ 1518, 1670 ], [ 1671, 1809 ], [ 1809, 1828 ], [ 1828, 2071 ], [ 2072, 2420 ], [ 2421, 2489 ], [ 2490, 2698 ], [ 2699, 2819 ], [ 2820, 2954 ], [ 2955, 3162 ], [ 3163, 3420 ], [ 3421, 3444 ], [ 3445, 3762 ], [ 3762, 4192 ], [ 4193, 4211 ], [ 4212, 4403 ], [ 4403, 4504 ], [ 4504, 4851 ], [ 4851, 5046 ], [ 5047, 5093 ], [ 5094, 5152 ], [ 5153, 5210 ], [ 5211, 5418 ], [ 5418, 5568 ], [ 5568, 6065 ], [ 6065, 6310 ], [ 6311, 6348 ], [ 6349, 6612 ], [ 6612, 6727 ], [ 6727, 6942 ], [ 6943, 6956 ], [ 6957, 7429 ], [ 7430, 7448 ], [ 7449, 7829 ], [ 7830, 8313 ], [ 8314, 8501 ], [ 8502, 8816 ], [ 8817, 8988 ], [ 8989, 9029 ], [ 9030, 9076 ], [ 9077, 9143 ], [ 9144, 9341 ], [ 9342, 9689 ], [ 9689, 10242 ], [ 10243, 10388 ], [ 10388, 10582 ], [ 10583, 10624 ], [ 10625, 10710 ], [ 10711, 10883 ], [ 10884, 11016 ], [ 11017, 11090 ], [ 11091, 11272 ], [ 11273, 11449 ], [ 11450, 11641 ], [ 11642, 11690 ], [ 11691, 11820 ], [ 11821, 12103 ], [ 12104, 12117 ], [ 12118, 12382 ], [ 12382, 12506 ], [ 12507, 12850 ], [ 12850, 13236 ], [ 13236, 13389 ], [ 13390, 13445 ], [ 13446, 13701 ], [ 13701, 13906 ], [ 13906, 14220 ], [ 14221, 14229 ], [ 14230, 14715 ], [ 14716, 14733 ], [ 14734, 14947 ], [ 14948, 14969 ], [ 14970, 15517 ], [ 15518, 15528 ], [ 15529, 15685 ], [ 15686, 15706 ], [ 15707, 15895 ], [ 15895, 15990 ], [ 15991, 16005 ], [ 16006, 16100 ], [ 16101, 16205 ], [ 16206, 16251 ], [ 16252, 16263 ], [ 16263, 16287 ], [ 16287, 16298 ], [ 16298, 16317 ], [ 16318, 16324 ], [ 16324, 16351 ], [ 16351, 16378 ], [ 16379, 16393 ], [ 16394, 16401 ], [ 16401, 16429 ], [ 16429, 16458 ], [ 16459, 16468 ], [ 16468, 16491 ], [ 16492, 16498 ], [ 16498, 16526 ], [ 16526, 16554 ], [ 16555, 16570 ], [ 16570, 16589 ], [ 16590, 16599 ], [ 16599, 16623 ], [ 16624, 16655 ], [ 16656, 16687 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 33, 70, 71 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 11, 12, 13, 14, 16, 34 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 11, 12, 13, 14, 15, 16 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 57, 62, 66 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 11, 12, 13, 14 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 8, 28, 29, 30, 31, 41 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 57, 63, 64 ] }, "nda-13": { "choice": "Entailment", "spans": [ 57, 61, 66 ] }, "nda-5": { "choice": "Entailment", "spans": [ 8, 28, 29, 30, 31, 41 ] }, "nda-4": { "choice": "Contradiction", "spans": [ 32, 37 ] } } } ], "document_type": "search-pdf", "url": "https://www.openmobilealliance.org/tech/OMASpecWorks/OMA-TestFest-NDA-2017.pdf" }, { "id": 306, "file_name": "One_way_NDA_EIPRHD_pdf_v1_11.03.2013.pdf", "text": "NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT [the Agreement] is entered into on this [insert number of day] day of [insert Month and year] by and between:\n1. [Insert official name of the potential partner or participant], having its registered office or based in [insert the Legal Address of the Entity] hereinafter referred to as [the Discloser] and\n2. [Insert official name of the potential partner or participant], having its registered office or based in [insert the Legal Address of the Entity] hereinafter referred to as [the Recipient]\nWHEREAS:\nThe Discloser and Recipient hereto desire [to participate in early discussions regarding the entering into future collaboration as a European Funded Project in the field of (\u2026.)] or [to submit a proposal for a collaborative project in response to the call (identify the call) under (identify the EU-funded Programme)] or [to evaluate entering into partnership or business collaboration for the purpose of (identify the undertaking intended to perform)]\nThroughout the aforementioned discussions, the Discloser may share proprietary information or Confidential Information with the Recipient subject to the terms and covenants set forth below.\nNOW IT IS AGREED AS FOLLOWS:\n1. Confidential Information\n1.1 For the purposes of this Agreement, Confidential Information means any data or proprietary information of the Discloser that is not generally known to the public or has not yet been revealed, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to:\n(i) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;\n(ii) any concepts, samples, reports, data, know-how, works-in-progress, designs, drawings, photographs, development tools, specifications, software programs, source code, object code, flow charts, and databases;\n(iii) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the Discloser\u2019s past, present or future business activities, or those of its affiliates, subsidiaries and affiliated companies;\n(iv) trade secrets; plans for products or services, and customer or supplier lists;\n(v) any other information that should reasonably be recognized as Confidential Information by the Discloser.\n1.2 The Discloser and the Recipient agree hereby that Confidential Information needs not to be novel, unique, patentable, copyrightable or constitutes a trade secret in order to be designated Confidential Information and therefore protected.\n1.3 Confidential Information shall be identified either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the Recipient of the confidential nature of the information. Such notification shall be done orally, by e-mail or written correspondence, or via other appropriate means of communication.\n1.4 The Recipient hereby acknowledge that the Confidential Information proprietary of the Discloser has been developed and obtained through great efforts and shall be regarded and kept as Confidential Information.\n1.5 Notwithstanding the aforementioned Confidential Information shall exclude information that:\n(i) is already in the public domain at the time of disclosure by the Discloser to the Recipient or thereafter enters the public domain without any breach of the terms of this Agreement;\n(ii) was already known by the Recipient before the moment of disclosure (under evidence of reasonable proof or written record of such disclosure);\n(iii) is subsequently communicated to the Recipient without any obligation of confidence from a third party who is in lawful possession thereof and under no obligation of confidence to the Discloser;\n(iv) becomes publicly available by other means than a breach of the confidentiality obligations by the Recipient (not through fault or failure to act by the Recipient);\n(iv) is or has been developed independently by employees, consultants or agents of the Recipient (proved by reasonable means) without violation of the terms of this Agreement or reference or access to any Confidential Information pertaining to the Discloser.\n2. Purpose of the Disclosure of Confidential Information\nThe Discloser and Recipient will enter on discussions regarding future collaboration toward European Funded Project in the field of [\u2026.] or [will submit a proposal for a collaborative project in response to the call (identify the call) under (identify the EU funded Programme)] or [will enter into or evaluate alternatives for partnership or collaboration with [name of the Recipient] for the purpose of [identify the undertaking intended to perform or achieve].\n3. Undertakings of the Recipient\n3.1 In the context of discussions, preparations or negotiations, the Discloser may disclose Confidential Information to the Recipient. The Recipient agrees to use the Confidential Information solely in connection with purposes contemplated in this Agreement and not to use it for any other purpose or without the prior written consent of the Discloser.\n3.2 The Recipient will not disclose and will keep confidential the information received, except to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in clause 2. The Recipient will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in this Agreement. Hence the Recipient will be responsible for ensuring that the obligations of confidentiality and non-use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents.\n3.3 The Recipient will use the Confidential Information exclusively for the permitted purpose stated in clause 2 and not use the information for its own purposes or benefit.\n3.4 The Recipient will not disclose any Confidential Information received to any third parties, except as otherwise provided for herein.\n3.5 The Recipient shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information.\n3.6 All Confidential Information disclosed under this Agreement shall be and remain under the property of the Discloser and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the Recipient. Principally, nothing in this Agreement shall be deemed to grant to the Recipient a licence expressly or by implication under any patent, copyright or other intellectual property right. The Recipient hereby acknowledges and confirms that all the existing and future intellectual property rights related to the Confidential Information are exclusive titles of the Discloser. For the sake of clarity based in good faith, the Recipient will not apply for or obtain any intellectual property protection in respect of the Confidential Information received. Likewise any modifications and improvements thereof by the Recipient shall be the sole property of the Discloser.\n3.7 The Recipient shall promptly return or destroy all copies (in whatever form reproduced or stored), including all notes and derivatives of the Confidential Information disclosed under this Agreement, upon the earlier of (i) the completion or termination of the dealings contemplated in this Agreement; (ii) or the termination of this Agreement; (iii) or at the time the Discloser may request it to the Recipient.\n3.8 Notwithstanding the foregoing, the Recipient may retain such of its documents as required to comply with mandatory law, provided that such Confidentiality Information or copies thereof shall be subject to an indefinite confidentiality obligation.\n3.9 In the event that the Recipient is asked to communicate the Confidential Information to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Discloser of the terms of such disclosure and will collaborate to the extent practicable with the Discloser in order to comply with the order and preserve the confidentiality of the Confidential Information.\n3.10 The Recipient agrees that the Discloser will suffer irreparable damage if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Discloser shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such a breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.\n3.11 The Recipient shall immediately notify upon becoming aware of any breach of confidence by anybody to whom it has disclosed the Confidential Information and give all necessary assistance in connection with any steps which the Discloser may wish to take prevent, stop or obtain compensation for such a breach or threatened breach.\n3.12 The Confidential Information subject to this Agreement is made available \"as such\" and no warranties of any kind are granted or implied with respect to the quality of such information including but not limited to, its applicability for any purpose, non-infringement of third party rights, accuracy, completeness or correctness. Further, the Discloser shall not have any liability to the Recipient resulting from any use of the Confidential Information.\n3.13 The Discloser is not under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose.\n3.14 Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Discloser and Recipient.\n4. Miscellaneous\n4.1 Duration and Termination\n4.1.1 This Agreement shall remain in effect for a term of [number of months or years] term. Notwithstanding the foregoing, the Recipient\u2019s duty to hold in confidence Confidential Information that was disclosed during the term shall remain in effect indefinitely, save otherwise agreed.\n4.1.2 If the Discloser and Recipient succeed in the call for proposal referred to in clause 2 and sign the corresponding Grant Agreement (GA) and Consortium Agreement (CA), or entered into partnership under any other kind of collaborative agreement (COA) or association agreement (AA), the non-disclosure provisions of the CA, COA and AA shall [supplement or supersede] this Agreement. In the event that non-disclosure provisions are not provided for the said private agreements in equal terms as stated herein, this Agreement shall remain in force until the end of the collaboration undertaken or after [months or years] of its termination.\n4.2 Applicable Law and Jurisdiction\nThis Agreement shall be construed and interpreted by the laws of [choose the applicable law]. The court of [choose the jurisdiction to settle disputes] shall have jurisdiction.\n4.3 Validity\nIf any provisions of this Agreement are invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that will meet the purpose of the invalid or unenforceable provision as closely as possible.\n4.4 Subsequent Agreements\nAncillary agreements, amendments or additions hereto shall be made in writing.\n4.5 Communications\nAny notices or communications required may be delivered by hand or e-mail, mailed by registered mail to the address of the Recipient/Discloser as indicated above. Any subsequent modification of addresses should be reasonably communicated in advance to the effect of this Agreement.\nIN WITNESS WHEREOF, the Parties hereto have caused this Non-Disclosure Agreement to be executed as of the date stated above.\nFOR [insert name of participant or potential or current partner]\n[insert name of representative]\n[insert title]\nDone at [place] on [date]\nFor comments, suggestions or further information, please contact\nEuropean IPR Helpdesk\nc/o infeurope S.A.\n62, rue Charles Martel\nL-2134 Luxembourg\nPhone: +352 25 22 33 \u2013 333 (Helpline)\nFax: +352 25 22 33 \u2013 334 (Helpline)\nEmail: service@iprhelpdesk.eu\nwww.iprhelpdesk.eu\n", "spans": [ [ 0, 24 ], [ 25, 149 ], [ 150, 345 ], [ 346, 537 ], [ 538, 546 ], [ 547, 999 ], [ 1000, 1189 ], [ 1190, 1218 ], [ 1219, 1246 ], [ 1247, 1251 ], [ 1251, 1545 ], [ 1546, 1673 ], [ 1674, 1885 ], [ 1886, 2171 ], [ 2172, 2255 ], [ 2256, 2364 ], [ 2365, 2369 ], [ 2369, 2606 ], [ 2607, 2884 ], [ 2884, 3009 ], [ 3010, 3014 ], [ 3014, 3223 ], [ 3224, 3319 ], [ 3320, 3505 ], [ 3506, 3652 ], [ 3653, 3852 ], [ 3853, 4021 ], [ 4022, 4280 ], [ 4281, 4337 ], [ 4338, 4800 ], [ 4801, 4833 ], [ 4834, 4838 ], [ 4838, 4969 ], [ 4969, 5186 ], [ 5187, 5191 ], [ 5191, 5490 ], [ 5490, 5493 ], [ 5493, 5706 ], [ 5706, 5960 ], [ 5961, 5965 ], [ 5965, 6134 ], [ 6135, 6139 ], [ 6139, 6271 ], [ 6272, 6276 ], [ 6276, 6410 ], [ 6411, 6678 ], [ 6678, 6863 ], [ 6863, 7051 ], [ 7051, 7229 ], [ 7229, 7342 ], [ 7343, 7347 ], [ 7347, 7566 ], [ 7566, 7648 ], [ 7648, 7691 ], [ 7691, 7758 ], [ 7759, 8009 ], [ 8010, 8014 ], [ 8014, 8456 ], [ 8457, 8462 ], [ 8462, 8909 ], [ 8910, 8915 ], [ 8915, 9243 ], [ 9244, 9249 ], [ 9249, 9577 ], [ 9577, 9701 ], [ 9702, 9707 ], [ 9707, 9838 ], [ 9839, 9844 ], [ 9844, 10008 ], [ 10009, 10025 ], [ 10026, 10054 ], [ 10055, 10061 ], [ 10061, 10147 ], [ 10147, 10340 ], [ 10341, 10347 ], [ 10347, 10727 ], [ 10727, 10982 ], [ 10983, 11018 ], [ 11019, 11113 ], [ 11113, 11195 ], [ 11196, 11208 ], [ 11209, 11339 ], [ 11339, 11525 ], [ 11526, 11551 ], [ 11552, 11630 ], [ 11631, 11649 ], [ 11650, 11813 ], [ 11813, 11931 ], [ 11932, 12056 ], [ 12057, 12121 ], [ 12122, 12153 ], [ 12154, 12168 ], [ 12169, 12194 ], [ 12195, 12259 ], [ 12260, 12273 ], [ 12273, 12281 ], [ 12282, 12300 ], [ 12301, 12323 ], [ 12324, 12331 ], [ 12331, 12341 ], [ 12342, 12379 ], [ 12380, 12415 ], [ 12416, 12445 ], [ 12446, 12464 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 51, 52, 53 ] }, "nda-15": { "choice": "Entailment", "spans": [ 45, 46, 47 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 10, 12, 13, 14 ] }, "nda-1": { "choice": "Entailment", "spans": [ 18 ] }, "nda-19": { "choice": "Entailment", "spans": [ 72, 73 ] }, "nda-12": { "choice": "Entailment", "spans": [ 22, 27 ] }, "nda-20": { "choice": "Entailment", "spans": [ 55 ] }, "nda-3": { "choice": "Entailment", "spans": [ 10, 18 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 35 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 57 ] }, "nda-13": { "choice": "Entailment", "spans": [ 22, 25 ] }, "nda-5": { "choice": "Entailment", "spans": [ 35 ] }, "nda-4": { "choice": "Entailment", "spans": [ 33, 40 ] } } } ], "document_type": "search-pdf", "url": "https://www.iprhelpdesk.eu/sites/default/files/newsdocuments/One_way_NDA_EIPRHD_pdf_v1_11.03.2013.pdf" }, { "id": 308, "file_name": "non-disclosure-agreement-mutual-generic-blank.pdf", "text": "NON-DISCLOSURE AGREEMENT\n[Name]______________________________________ [Address]_______________________ and [Name]_____________________________ [Address]_____________________________ agree to enter into a mutual confidential business relationship for the purpose of ____________________________________________________________________________. In order to achieve this purpose, each party may acquire valuable trade secrets and/or confidential and proprietary information of the other party or its affiliates. In consideration of the foregoing, it is hereby agreed that:\n1. Confidential Information means all confidential and proprietary information which is disclosed by one party to the other party and is clearly labeled as confidential or proprietary or is disclosed orally is followed up in writing within 30 days of the oral disclosure identifying the subject matter which is confidential or proprietary.\n2. Each party agrees not to use the Confidential Information for any purpose whatsoever except for the purposes set forth above. Each party agrees not to disclose the Confidential Information to any third person and only disclose the confidential information to its employees and those of its affiliates who have a need to know and who agree to keep such information confidential. Each party agrees that it shall protect the confidentiality of, and take reasonable steps to prevent disclosure or unauthorized use of, the Confidential Information in order to prevent it from falling into the public domain or the possession of persons not legally bound to maintain its confidentiality, provided that in no event shall such party's obligations exceed the reasonable standard of care taken to protect its own confidential information of like importance. Each party will promptly advise the other party in writing of any misappropriation or misuse by any person of such Confidential Information and provide assistance to the injured party in any legal proceedings related thereto. Each party acknowledges that its obligations hereunder survive in accordance with the terms hereof, notwithstanding the termination of the business relationship of the parties, for a period of two (2) years following the last disclosure of Confidential Information by the other party hereunder.\n3. No copies of any Confidential Information may be made except to implement the purposes of this Agreement. Any materials, documents, notes, memoranda, software code, drawings, sketches and other tangible items containing, consisting of or relating to the Confidential Information of a party which are furnished hereunder to the other party, or are in the possession of the other party, remain the property of the party which disclosed the Confidential Information and shall be promptly returned to such party upon the disclosing party\u2019s request therefore. Nothing contained in this Agreement shall be construed as granting any rights, by license or otherwise, in any Confidential Information except as specified in this Agreement.\n4. Each party's obligations under this Agreement shall not apply to information which: (a) is known by the receiving party or is publicly available at the time of disclosure; (b) becomes publicly available after disclosure by the disclosing party to the receiving party through no act of either party; (c) is hereafter rightfully furnished to the receiving party by a third party without restriction as to use or disclosure; (d) is disclosed with the prior written consent of the disclosing party; (e) is information that was independently developed by the receiving party; or (f) is required to be disclosed pursuant to any judicial or administrative proceeding, provided that the receiving party promptly notifies the disclosing party of such action and gives the disclosing party the opportunity to seek any legal remedies to maintain such information in confidence.\n5. Nothing in this Agreement shall obligate either party to disclose any information to the other party or enter into any other agreement with the other party. Each party acknowledges that if the other party is required to bring an action to enforce the provisions of this Agreement, the damages will be irreparable and difficult to measure and that the other party shall be entitled to equitable relief including a preliminary injunction in addition to any other relief available. Should litigation arise concerning this Agreement, the prevailing party shall be entitled to its attorneys' fees and court costs in addition to any other relief which may be awarded. This Agreement shall be governed by Arizona law without regard to provisions concerning conflicts of laws. This Agreement and any exhibits attached hereto are the complete and exclusive statement regarding the subject matter of this Agreement and supercede all prior agreements, understandings and communications, oral and written, between the parties regarding the subject matter of this Agreement. A waiver of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit or waive a party's right thereafter to enforce and compel compliance with this Agreement. No modification of this Agreement is effective unless in writing and signed by both parties. The obligations and benefits of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns and representatives.\nBy: By:\nDate: Date:\n", "spans": [ [ 0, 24 ], [ 25, 70 ], [ 70, 143 ], [ 143, 182 ], [ 182, 265 ], [ 265, 343 ], [ 343, 509 ], [ 509, 569 ], [ 570, 909 ], [ 910, 1039 ], [ 1039, 1291 ], [ 1291, 1761 ], [ 1761, 1987 ], [ 1987, 2281 ], [ 2282, 2391 ], [ 2391, 2840 ], [ 2840, 3014 ], [ 3015, 3102 ], [ 3102, 3190 ], [ 3190, 3317 ], [ 3317, 3440 ], [ 3440, 3513 ], [ 3513, 3592 ], [ 3592, 3884 ], [ 3885, 4045 ], [ 4045, 4367 ], [ 4367, 4550 ], [ 4550, 4657 ], [ 4657, 4950 ], [ 4950, 5182 ], [ 5182, 5275 ], [ 5275, 5445 ], [ 5446, 5453 ], [ 5454, 5465 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 16 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 8 ] }, "nda-19": { "choice": "Entailment", "spans": [ 13 ] }, "nda-12": { "choice": "Entailment", "spans": [ 17, 22 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 8 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 10 ] }, "nda-17": { "choice": "Entailment", "spans": [ 14 ] }, "nda-8": { "choice": "Entailment", "spans": [ 17, 23 ] }, "nda-13": { "choice": "Entailment", "spans": [ 17, 20 ] }, "nda-5": { "choice": "Entailment", "spans": [ 10 ] }, "nda-4": { "choice": "Entailment", "spans": [ 9 ] } } } ], "document_type": "search-pdf", "url": "http://www.startupprofessionals.com/linked/non-disclosure-agreement-mutual-generic-blank.pdf" }, { "id": 309, "file_name": "non-disclosure-agreement-template-netherlands-may-2012.pdf", "text": "Mutual Non-Disclosure Agreement\nThis AGREEMENT is made the [ ] day of\nBETWEEN:\n(1) XXX (the \u201cVendor\u201d); and\n(2) The companies and Individuals whose names are set out in the attached schedule (the \u201cBuyer\u201d). Together the \u201cParties\u201d.\nWHEREAS:\n(1) The Buyer is proposing to purchase a company from the Vendor (the \u201cTarget\u201d).\n(2) The Parties wish to exchange information to facilitate this.\n(3) After an initial investigation period the Parties intend to enter into a letter of intent and, in time, a formal Sale and Purchase Agreement.\nIt is AGREED:\n1. For the purposes of this agreement:\n(a) \u201cDisclosing Party\u201d means the party disclosing any Information, and shall include any entity that owns or controls, is owned or controlled by or under common ownership or control with the Disclosing Party\n(b) \u201cRecipient\u201d means the party receiving any Information, and shall include any entity that owns or controls, is owned or controlled by or under common ownership or control with the Recipient.\n(c) \u201cMaterials\u201d means media of any nature on which information is stored or represented;\n(d) \u201cInformation\u201d means:\n(i) Disclosing Party\u2019s non-public information and material of whatever nature relating to the Disclosing Party\u2019s activities, undertakings, technology, know-how, intellectual property, assets, positions, strategy and products (including without limitation information relating to management, financial, marketing, commercial, technical and other arrangements of the Disclosing Party and the affairs of its clients, current, former or prospective customers and suppliers) and/or the Materials which is obtained by the Recipient or any Designated Person as a result or in consequence of access to or inspection of the Materials by the Recipient or any Designated Person or which is provided to the Recipient or any Designated Person either in writing or in pictorial or machine-readable form or orally from or pursuant to discussions with the management, employees or officers of the Disclosing Party, or any agent, contractor or adviser to the Disclosing Party;\n(ii) any reports, analyses, data, plans, compilations, studies and other documents prepared by the Recipient, its employees, agents or advisers which contains or otherwise reflects or are generated from any such information as is specified in paragraph (i) above and the contents thereof;\n(iii) the contents of this agreement.\n2. In consideration of Information being made accessible or available to the Recipient or to any of the Recipient\u2019s directors, officers, employees, advisers or agents, the Recipient undertakes to the Disclosing Party as follows:\n3. The Recipient will use the Information only for the purpose of collaboration or trade with the Disclosing Party and shall not otherwise use or exploit any of the information for its own or any other person\u2019s gain, benefit or purpose and, in particular but without limitation, it will not use any of the Information for commercial or competitive purposes.\n4. The Recipient will not (directly or indirectly) at any time, without the Disclosing Party\u2019s prior written consent, disclose or reveal or permit access to the Information, in whole or in part, to any person other than its employees and agents with a need to know in connection with the performance of the collaboration or trade with the Disclosing Party.\n5. The Recipient will treat and safeguard as private and confidential and take reasonable steps necessary or desirable to maintain the confidentiality and security of all Information received at any time by it.\n6. The Recipient will not in any form or manner copy or reproduce or part with possession of any Information or Materials or any other documents or other material or data made available to it or disclosed or procured to be disclosed by the Disclosing Party except as consistent with its obligations under this agreement and in particular (but without limitation) its obligations under paragraphs 3, 4 and 5 above.\n7. All of the Information shall remain the property of the Disclosing Party and the disclosure of such Information and the Recipient access to the Materials shall not be deemed to confer upon the Recipient any rights or licence whatsoever in respect of any part of the Information or Materials.\n8. If the Disclosing Party so requests in writing at any time, the Recipient will forthwith return to the Disclosing Party or destroy all Information and Materials together with all copies, records, analyses, memoranda or other notes to the extent containing or reflecting any of the Information made by it or its directors, officers, employees, agents of advisers. In addition the Recipient, its directors, officers, employees, agents and advisers will erase all Information from any computer, word processor or other device containing Information in its or their possession, custody or control.\n9. The confidentiality obligations and undertakings set out in this agreement do not apply to:\n(a) information which now is or hereafter comes into the public domain, otherwise than by reason of a breach of this agreement; or\n(b) information the disclosure of which is required by law provided that if the Recipient, its agents, advisers, or employees become legally obligated to disclose such information, prompt notice of such fact shall be given to the Disclosing Party, to the extent permitted by law, prior to making any disclosure so that the Disclosing Party may seek an appropriate remedy to prevent such disclosure or waive compliance with the provisions of this agreement and the Recipient, its directors, officers, employees, agents and advisers shall fully co-operate with the Disclosing Party if the Disclosing Party elects to challenge the validity of such requirement and/or take such steps as the Disclosing Party may reasonably require to avoid or limit such disclosure.\n(c) information made available to the Recipient from other sources without obligation of confidentiality.\n(d) information that is already in the possession of or independently developed by the Recipient.\n10. The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness or reasonableness of the Information or Materials, and the Recipient agrees that neither the Disclosing Party nor any of its respective directors, officers, employees, advisers and agents shall have any liability to it, its directors, officers, employees, advisers or agents resulting from the furnishing or use of the Information or Materials. In furnishing or making available the Information or Materials, the Disclosing Party undertakes no obligation to provide the Recipient, its directors, officers, employees, advisers or agents with access to any additional information or to update the Information or Materials or correct inaccuracies therein which may become apparent and neither the Disclosing Party nor any other person shall be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any statement contained in or omitted from the Information or Materials, whether caused by the negligence of the Disclosing Party or otherwise.\n11. The Recipient agrees to indemnify, and to keep indemnified, each of the Disclosing Party, its directors, officers, employees, advisers and agents and each of them against all actions, claims, liabilities, damages, costs, charges and expenses which the Disclosing Party, its directors, officers, employees, advisers and agents (or any of them) may suffer or incur in connection with or arising out of any breach by the Recipient or by any other person to whom the Recipient has disclosed or given access to any part of the Information, of any of the provisions of this agreement.\n12. Should any provision of this agreement become illegal or void for any reason, the validity of the remaining provision shall not be affected and the Recipient shall enter into negotiations in good faith with the Disclosing Party to find a replacement for the provision which is of similar economic effect to both parties.\n13. No forbearance or failure by the Disclosing Party to exercise or assert or claim any right or entitlement hereunder shall be construed (in the absence of a written agreement to waive or a written confirmation of a past waiver) as a waiver of that right or entitlement. No waiver of any breach of any term of this agreement shall (unless expressly agreed in writing by the Disclosing Party) be construed as a waiver of a future breach of the same term or as authorising a continuation of a particular breach.\n14. The Recipient recognises and acknowledges the Disclosing Party\u2019s representation of the competitive value and confidential nature of the Information and Materials and that any use or disclosure of the Information or Materials other than as expressly authorised by this agreement will be detrimental to the Disclosing Party, and may result in the Disclosing Party suffering substantial and irreparable loss and damage. Without affecting any other rights or remedies that any party may have, the Recipient acknowledges and agrees that due to the character of the Information to be made available hereunder, damages would not be an adequate remedy for any breach by it or any of its directors, officers, employees, agents or advisers of the provisions of this agreement, and that the Disclosing Party will be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this agreement by the Recipient or any of its directors, officers, employees, agents or advisers and that no proof of special damage or special damages shall be necessary for the enforcement of this agreement. Nothing contained in this paragraph shall, however, be construed as a waiver by the Disclosing Party of any other rights, including without limitation, rights for damages.\n15. The Recipient acknowledges and agrees that its obligations under this agreement shall be continuing and, in particular, they shall survive the termination of this Agreement and shall not be affected by any discussions between the Recipient and the Disclosing Party regarding the Information or Materials.\n16. The Disclosing Party retains sole ownership and title to the Information and Materials at all times. The Recipient shall keep the Materials free of liens, attachments, and other encumbrances.\n17. The provisions contained in this letter shall be governed by and construed in accordance with English law and each of the parties hereto submits to the exclusive jurisdiction of the English courts in relation hereto.\n18. The Parties agree that the Buyers have either (i) had access to the Vendor\u2019s key personnel or (ii) may have access to the Vendor\u2019s key personnel in the course of this transaction ( \u201cKey Personnel\u201d being those employees who have senior or strategic positions within the Target). The Buyers agree that they will not (collectively or individually and/ or either directly or indirectly) solicit the employment or engagement or attempt to solicit the employment or engagement of the Key Personnel or otherwise employ or engage any of the Vendors Key Personnel (other than in the Target or otherwise following the successful acquisition of the Target) in any capacity whatsoever for 12 months following the date of this letter or the date on which the proposed acquisition is aborted (whichever is the latter).\n19. In default of any of the above obligations and stipulations, the Buyers shall immediately forfeit a fine payable to the Vendor, without a warning or notice of default being required, to the amount of 250,000 Euro without prejudice to the Buyers' obligation to compensate the Vendor fully for damages sustained. Note this penalty clause may not be enforceable in all jurisdictions.\nIN WITNESS WHEREOF the parties hereto have executed this document the day and year first above written.\nSigned by\nfor and on behalf of\n[INSERT NAME]\nBy: __________________________ By: __________________________\nName: Name:\nTitle: Title:\nSigned by\nfor and on behalf of\nThe Company\nBy: __________________________ By: __________________________\nName: Name:\nTitle: Title:\nSchedule 1\nInformation Relating to Non-Disclosure Agreement\nEFFECTIVE DATE:\nCOMPANY NAME:\nREGISTERED OFFICE:\nCOMPANY REGISTRATION NO:\nVAT NO:\n", "spans": [ [ 0, 22 ], [ 22, 31 ], [ 32, 69 ], [ 70, 78 ], [ 79, 106 ], [ 107, 205 ], [ 205, 228 ], [ 229, 237 ], [ 238, 318 ], [ 319, 383 ], [ 384, 529 ], [ 530, 543 ], [ 544, 582 ], [ 583, 790 ], [ 791, 984 ], [ 985, 1073 ], [ 1074, 1098 ], [ 1099, 2058 ], [ 2059, 2312 ], [ 2312, 2347 ], [ 2348, 2385 ], [ 2386, 2614 ], [ 2615, 2972 ], [ 2973, 3329 ], [ 3330, 3540 ], [ 3541, 3954 ], [ 3955, 4249 ], [ 4250, 4616 ], [ 4616, 4846 ], [ 4847, 4941 ], [ 4942, 5072 ], [ 5073, 5834 ], [ 5835, 5940 ], [ 5941, 6038 ], [ 6039, 6499 ], [ 6499, 7151 ], [ 7152, 7734 ], [ 7735, 8059 ], [ 8060, 8333 ], [ 8333, 8571 ], [ 8572, 8993 ], [ 8993, 9736 ], [ 9736, 9907 ], [ 9908, 10216 ], [ 10217, 10322 ], [ 10322, 10412 ], [ 10413, 10633 ], [ 10634, 10684 ], [ 10684, 10732 ], [ 10732, 10916 ], [ 10916, 11442 ], [ 11443, 11758 ], [ 11758, 11827 ], [ 11828, 11931 ], [ 11932, 11941 ], [ 11942, 11962 ], [ 11963, 11976 ], [ 11977, 11981 ], [ 11981, 12008 ], [ 12008, 12012 ], [ 12012, 12038 ], [ 12039, 12050 ], [ 12051, 12064 ], [ 12065, 12074 ], [ 12075, 12095 ], [ 12096, 12107 ], [ 12108, 12112 ], [ 12112, 12139 ], [ 12139, 12143 ], [ 12143, 12169 ], [ 12170, 12181 ], [ 12182, 12195 ], [ 12196, 12206 ], [ 12207, 12246 ], [ 12246, 12255 ], [ 12256, 12271 ], [ 12272, 12285 ], [ 12286, 12304 ], [ 12305, 12329 ], [ 12330, 12337 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 26, 44 ] }, "nda-10": { "choice": "Entailment", "spans": [ 16, 20 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 16, 17 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 43 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 27, 28 ] }, "nda-3": { "choice": "Entailment", "spans": [ 16, 17 ] }, "nda-18": { "choice": "Entailment", "spans": [ 50 ] }, "nda-7": { "choice": "Entailment", "spans": [ 23 ] }, "nda-17": { "choice": "Entailment", "spans": [ 25 ] }, "nda-8": { "choice": "Entailment", "spans": [ 29, 31 ] }, "nda-13": { "choice": "Entailment", "spans": [ 29, 32 ] }, "nda-5": { "choice": "Entailment", "spans": [ 23 ] }, "nda-4": { "choice": "Entailment", "spans": [ 22 ] } } } ], "document_type": "search-pdf", "url": "https://www.warwicklegal.com/files/publicationCategory/non-disclosure-agreement-template-netherlands-may-2012.pdf" }, { "id": 311, "file_name": "non-disclosure-agreement-to-public-tender-for-fleet-and-bus-services-f-2854607.pdf", "text": "Non-Disclosure Agreement\n Moscow ___.___.2016\nThe Autonomous Non-profit Organization Local Organizing Committee-2018 (hereinafter \u00abthe Client\u00bb) and The Company____________________________, (hereinafter \u00abThe Company\u00bb) represented by_____________________, acting on________________________________,\nseeking to ensure The Company's eligibility for the Public tender ______________________ (\u041e\u0422/12) held by the Client (hereinafter \u201cthe Project\u201d), have entered into this Nondisclosure Agreement.\n1. WHAT CONSTITUTES CONFIDENTIAL INFORMATION\nThe Company undertakes to consider as confidential any confidential, private, internal information, trade secret or other classified information, materials or samples that The Company receives, sees, hears or that it studies in writing or learns about in some other way in connection with the Project, and that relates to the Client or any of its affiliates or subsidiaries, irrespective of whether such information, such materials or samples were received from the Client, its affiliates or subsidiaries or from third parties on the Client\u2019s instructions (hereinafter the \u201cConfidential Information\u201d). All information obtained through a statement, processing, generalizations or analytical calculations from the Confidential Information is also confidential.\n2. WHAT DOES NOT CONSTITUTE CONFIDENTIAL INFORMATION\nInformation does not constitute Confidential Information if: (\u0430) it is in the public domain or enters the public domain through no fault of The Company; (b) it was known to The Company before it was provided by the Client, which is confirmed by The Company\u2019s documents; (c) it was disclosed to The Company by a third party that has not assumed any non-disclosure undertakings before the Client, which is confirmed by The Company\u2019s documents or the documents of said third party; or (d) it was independently developed by The Company without the use of the Confidential Information, which is confirmed by The Company\u2019s documents. The Client is not required to consider as confidential any information provided by The Company under this Agreement.\n3. WHEN THE COMPANY IS ENTITLED TO RECEIVE THE CONFIDENTIAL INFORMATION\nThe Company is entitled to receive the Confidential Information from the date indicated in Appendix A as the \u201cCommencement Date of the Provision of the Confidential Information\u201d prior to the expiration of one year after said date or before the completion of the Project, depending on whichever comes later. The Client shall provide the Confidential Information at its own discretion and is not required to provide any information under this Agreement. The Company shall not acquire any rights to the Confidential Information, with the exception of rights for usage of the Confidential Information for the purpose of Project implementation\n4. HOW THE COMPANY SHOULD PROTECT THE CONFIDENTIAL INFORMATION\nThe Company undertakes to act in good faith for the purpose of protecting the confidentiality of the Confidential Information. This undertaking means that (\u0430) The Company undertakes to disclose the Confidential Information solely in the instances permitted by sections 5 and 6 of this Agreement or with the preliminary written consent of the Client; b) The Company undertakes to use the Confidential Information solely in the instances when this is required in connection with the Project, and not to use it in any other way for the purpose of deriving its own benefit; and (c) The Company undertakes to take all reasonable measures for the purpose of preventing the unintentional disclosure of the Confidential Information. The Company undertakes to report attempts by unauthorized persons to obtain the Confidential Information, the loss or shortfall in the media containing such information, and also other facts that could impair the activities of the Client, and also attempts by third parties to use or disclose the Confidential Information within 2 (Two) working days of the actual receipt of the information on these attempts.\n5. WHO IS ENTITLED TO HAVE ACCESS TO THE CONFIDENTIAL INFORMATION\nThe Company undertakes to provide access to the Confidential Information solely: (\u0430) to its employees who require access to the Confidential Information to perform the Project; and (b) to its authorized representatives and subcontractors, who (i) require access to the Confidential Information to implement the Project, and who (ii) had been approved in advance in writing by the Client to perform the work on the Project, and (iii) have signed non-disclosure agreements, reflecting the actual transfer of such Confidential Information and establishing the procedure for its use, at the very least on terms and conditions analogous to the terms and conditions of this Agreement.\nThe Company undertakes to provide access to the Confidential Information solely to THE COMPANY representatives, as they are defined below, for the purpose of conducting negotiations, contract preparation and taking part in the work under the Contract for the Client, as well as reviewing the quality of procedures, and THE COMPANY professional consultants on confidential terms and conditions analogous to terms and conditions of this Agreement, for the purpose of THE COMPANY getting necessary consultation in connection with the implementation of the Project.\nAt the same time, \u201cTHE COMPANY Representatives\u201d \u2013 are THE COMPANY as the Party under this Agreement; all member firms of the network affiliated with THE COMPANY International Cooperative and all controlled by such member firms individuals, including all partners, directors, employees and agents of such member firms and controlled by such individuals, and \u201cTHE COMPANY Representative\u201d means any of the mentioned above. THE COMPANY ensures that every THE COMPANY Representative and THE COMPANY professional consultant, having access to the Confidential Information above, is informed about terms and conditions of this Agreement and complied with them.\nFurther to the request of the Client, The Company within 5 days should submit a report on the access of third parties to the Confidential Information, including the surname of the employee/name of the counterparty, the materials studied thereby, the grounds for the need to study them, the date and time of receipt and return of such materials. The Company is liable for the compliance by said individuals with confidentiality requirements.\n6. WHEN THE COMPANY IS ENTITLED TO DISCLOSE CONFIDENTIAL INFORMATION TO THIRD PARTIES\nIf The Company is required to disclose the Confidential Information in accordance with a court decision or resolution of the state authority, it should notify the Client thereof as soon as possible (other than instances where The Company by law may not provide such notice). The Company shall only have the right to disclose such Confidential Information in the scope required for the performance of this decision or resolution. At the same time, the Confidential Information remains Confidential Information protected in full by this Agreement.\n7. HOW LONG THE COMPANY SHOULD ENSURE THE CONFIDENTIALITY OF THE CONFIDENTIAL INFORMATION\nThe Company should protect the Confidential Information for five years since the Commencement Date of the Provision of the Confidential Information, or (if the Project lasts more than one year) for five years after the completion of the Project. In addition, the Client shall have the right to indicate to The Company in writing any Confidential Information that it deems a trade secret. In this instance The Company undertakes to honor the confidentiality of said Confidential Information for an unlimited term or at the very least for as long as such Confidential Information remains a trade secret.\n8. WHAT HAPPENS TO THE CONFIDENTIAL INFORMATION AFTER THE COMPLETION OF THE PROJECT\nAfter the completion of the Project or further to the demand of the Client, The Company undertakes to take all reasonable measures to delete any Confidential Information from its archives (including electronic archives) and to return it to the Client (or to delete it or destroy it with the permission of the Client), with the exception of instances where:\n\uf0b7 Confidential Information is required by THE COMPANY for the purpose of disclosures preparation, stipulated by 5 clause of this Agreement; and\n\uf0b7 if THE COMPANY comes to an informed decisions that part of Confidential Information will stay at THE COMPANY disposal for the purpose of supporting the delivery of THE COMPANY consulting services, preparation of reports and disclosures by THE COMPANY in connection with the implementation of the Project for the Client;\n\uf0b7 Electronic copies, created as a part of regular automatic data backup. The Company shall have the right to save one copy of each document containing the Confidential Information in its reliably protected archives of legal documents. Where necessary, the Parties undertake to consult each other in good faith in order to approve any suitable alternative procedures.\n9. BAN ON ASSOCIATION WITH THE CLIENT The Company shall have no right without the written consent of the Client to communicate to any third parties (with the exception of instances of information disclosure further to the demand of the authorized representatives in accordance with the effective legislation of the Russian Federation) information that it is (or shall be) the Client\u2019s counterparty or otherwise associate itself or its activities with the Client or with the activities of the Client (the organization and staging of the 2018 FIFA World Cup and the FIFA Confederations Cup 2017).\n10. WHAT IS THE LIABILITY OF THE SUPPLIER FOR VIOLATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT\nThe Company is fully aware that the Client could incur losses as a result of the violation of this Agreement. Consequently, in the event of the disclosure of information related to the Confidential Information, THE COMPANY undertakes liability for any real damage suffered by the Client, and occurred directly by disclosure of Confidential Information on behalf of THE COMPANY in violation of this Agreement, however, the amount of reimbursement will be defined in accordance with the Consulting Services Agreement, in relation to which Confidential Information was provided by the Client. Under no circumstances THE COMPANY shall reimburse the Client against lost profit and consequential damages. In order to receive reimbursement of real damage, suffered by the Client in connection to this Agreement, the Client shall provide THE COMPANY with documents and/or other proof, confirming the presence and amount of real damage.\n11. HOW THIS AGREEMENT IS INTERPRETED AND AMENDED\nThis Agreement is governed by the legislation of the Russian Federation. In addition, the Parties desire that this Agreement be construed based on the fundamental principles of good faith, reasonable performance of commercial activities and the importance of the Confidential Information. This Agreement represents the entire agreement of the Parties in respect of Confidential Information related to the Project and applies to the affiliates of each of the Parties. If the Client provides Confidential Information belonging to any of its affiliates, subsidiaries or third party, such individuals or legal entities are third parties that have corresponding rights under this Agreement. This Agreement may be amended through the compilation of additional agreements signed by both Parties.\n(The Client)\nAutonomous Non-Profit Organization\nLocal Organizing Committee-2018\nLegal address: 7, Narodnaya Street, Moscow 115172\nSignature: _____________________________\nFull name\nPosition:\nDate: ____ ________ 2016\n(The \u201cCompany\u201d)\nLegal address:\nSignature: _____________________________\nFull name:\nPosition:\nDate: ____ ________ 2016\nAPPENDIX A TO NON-DISCLOSURE AGREEMENT No. ___\nDate solely for the statement: _______\nThe Autonomous Non-Profit Organization Local Organizing Committee-2018 (hereinafter the \u201cClient\u201d) and the \u0421ompany_________________________________________________________ _______________________________________________, have approved the description of the Project (this Appendix A to the Non-Disclosure Agreement)\nDescription of the Project\nAll documents and/or information directly or indirectly related to the performance of the aforementioned project are confidential, including, but not limited to:\n- Documentation of Public Tender No. \u041e\u0422/12, including all annexes and clarifications.\n- Name of the Client company;\n- Statement of Work and characteristics included in the Public Tender Documentation.\nCommencement Date of the Provision of the Confidential Information:\n_______________________________\n(The Client)\nAutonomous Non-Profit Organization\nLocal Organizing Committee-2018\nLegal address: 7, Narodnaya Street, Moscow 115172\nSignature: _____________________________\nFull name:\nPosition:\nDate: ____ ________ 2016\n(The \u201cCompany\u201d)\n______________________________________\nLegal address: __________________________\nSignature: _____________________________\nFull name: _____________________________\nPosition: Director\n", "spans": [ [ 0, 15 ], [ 15, 24 ], [ 25, 26 ], [ 26, 33 ], [ 33, 45 ], [ 46, 189 ], [ 189, 229 ], [ 229, 261 ], [ 261, 296 ], [ 297, 315 ], [ 315, 363 ], [ 363, 489 ], [ 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"spans": [ 24 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 13 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 49 ] }, "nda-12": { "choice": "Entailment", "spans": [ 16, 19 ] }, "nda-20": { "choice": "Entailment", "spans": [ 51, 52, 54, 55, 56 ] }, "nda-3": { "choice": "Entailment", "spans": [ 13 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 32, 33, 34, 35, 36, 37, 38 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 43 ] }, "nda-13": { "choice": "Entailment", "spans": [ 16, 18 ] }, "nda-5": { "choice": "Entailment", "spans": [ 32, 33, 34, 35, 36, 37, 38 ] }, "nda-4": { "choice": "Entailment", "spans": [ 28 ] } } } ], "document_type": "search-pdf", "url": "https://resources.fifa.com/image/upload/non-disclosure-agreement-to-public-tender-for-fleet-and-bus-services-f-2854607.pdf?cloudid=wizz7vf3fsjpjcxsd5uv" }, { "id": 312, "file_name": "nondisclosure-Engl.pdf", "text": "[European Space Agency]\nand\n[Contractor]\nNon-Disclosure Agreement\nESA Contract No. [ ]\nNon-Disclosure Agreement\nTHIS AGREEMENT is made on 200[ ]\nBETWEEN:\n(1) [The European Space Agency, established by the Convention of the European Space Agency1975, whose headquarters are located at 8-10 rue Mario Nikis, 75738 Paris, Cedex 15 \u2013 France] (the \u201cAgency\u201d),\nand\n(2) [ ] [a [French] company whose registered number is [ ] and whose registered address is [ ]] (the \u201cContractor\u201d)\nWHEREAS\n(A) The Agency has entered into a contract with the Contractor dated [ ] (the \u201cContract\u201d) and both the Contractor and the Agency need to exchange certain information and documentation to enable completion of the Contract.\n(B) Both the Agency and the Contractor have agreed to provide information and documentation on general terms set out in the Contract and this Non-Disclosure Agreement further confirms and supplements those terms.\n(C) This Non-Disclosure Agreement is entered into since information and documentation may need to be circulated to individuals not employed by the Agency or the Contractor and so not bound by the Contract.\nTHE PARTIES AGREE AS FOLLOWS:\n1. Definitions\n1.1 \u201cAgency Authorised Persons\u201d means those persons named by the Agency who have agreed to be bound by the terms of this agreement and who confirmed their agreement by signing Appendix 1;\n\u201cAuthorised Persons\u201d means those persons named by the Contractor who have agreed to be bound by the terms of this agreement and who confirmed their agreement by signing Appendix 1;\n\u201cAuthorised Purpose\u201d means the work to be performed under the Contract [as specifically described in Appendix 1];\n\u201cDisclose\u201d means the distribution, circulation, supply or communication of information or Documentation either by means of verbal, electronic or hardcopy means;\n\u201cDocumentation\u201d means all media on which information or data of any description is recorded including all paper documents and electronic communications whether in electronic or hard copy form;\n\u201cIntellectual Property Rights\u201d means all registered intellectual property rights and unregistered intellectual property rights granted by law including all patents, trade marks, design rights, data base rights, topography rights, know-how and trade secrets or equivalent rights or rights of action anywhere in the world;\n\u201cProprietary Information\u201d means any information the provider states to be sensitive, confidential or for restricted use together with all Documentation marked \u201cProprietary Information\u201d.\n1.2 In the event of any conflict between this agreement and the Contract the terms and conditions of the Contract shall prevail.\n2. Disclosure\n2.1 In consideration for the Agency supplying Proprietary Information to the Contractor, the Contractor shall\na) only Disclose the Proprietary Information to Authorised Persons and to no other person;\nb) ensure that only Authorised Persons use, Disclose or copy (in hardcopy form or electronic form) the Proprietary Information to the extent strictly necessary for the Authorised Purpose and for no other purpose.\n2.2 In consideration for the Contractor supplying Proprietary Information to the Agency the Agency shall:\na) only Disclose the Proprietary Information to the Agency Authorised Persons and to no other person; and\nb) ensure that only the Agency Authorised Persons use, Disclose or copy (in hardcopy form or electronic form) the Proprietary Information to the extent strictly necessary for the Authorised Purpose and for no other purpose.\n2.3 The obligations in this agreement shall not apply to Proprietary Information:\na) which at the time of circulation has already entered the public domain or which after circulation enters the public domain (other than through a breach of this agreement);\nb) which at the time of circulation is already known by the receiving party (as evidenced in writing) and is not hindered by any obligation not to circulate;\nc) which is later acquired by the receiving party from another source and is not hindered by any obligation not to circulate;\nd) which is required to be circulated by law or order of a court of competent jurisdiction.\n2.4 Both, the Agency and the Contractor agree that all Proprietary Information shall remain the property of the owner and that any Intellectual Property Rights subsisting in and protecting the Proprietary Information are owned and licensed as set out in the Contract and nothing in this agreement shall grant, convey or transfer to the Contractor, an Authorised Person, Agency Authorised Person or any company, firm or person any right, title, licence or interest in such Proprietary Information.\n3. Storage\nBoth the Agency and the Contractor shall:\na) keep all Proprietary Information supplied by the other party (and all results, information, data or documentation based thereon) separate from all other records at its usual place of business;\nb) not use, reproduce, transform, or store any of the Proprietary Information supplied by the other party in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside its usual place of business;\nc) keep a written record of the physical and electronic location of all Proprietary Information used by Authorised Persons and Agency Authorised Persons, a record of when and how many copies are made and destroy copies which are unused;\nd) take every reasonable precaution and step to ensure that the Proprietary Information supplied by the other party is secure and protected from unauthorised access and use.\n4. Further Assurances\n4.1 At the request of the supplier of the Proprietary Information the receiving party shall immediately return all Proprietary Information which the receiving party (or an Authorised Person/Agency Authorised Person) has in its possession, custody or control including all materials (in hardcopy or electronic form) that incorporate any part of the Proprietary Information and, if required, destroy any copies of such Proprietary Information and materials and certify in writing that such destruction has been completed.\n4.2 Both the Agency and the Contractor shall promptly inform the other party if it is aware that any Proprietary Information supplied by the other party may have been accessed, used, distributed, circulated, supplied or copied in breach of this agreement and shall provide any assistance the other party may reasonably require to investigate such unauthorised access, use, distribution, circulation or copying and prevent further such unauthorised activities.\n5. Notices\n5.1 Notification under this agreement should be sent to:\nName\nAddress\nTelephone\nFax\ne-mail\nFor the Agency For the Contractor\n5.2 Notification sent under this agreement shall be deemed valid and effective when received by mail, fax or e-mail providing there is written confirmation of receipt.\n6. Termination\n6.1 The Agency may terminate this agreement at any time by notice in writing if;\na) the Contractor becomes insolvent, ceases to carry out its business, has a receiver, liquidator, administrative receiver, administrator, trustee or other similar officer appointed over the whole or part of its assets or an order is made or a resolution passed for the winding up of the Contractor (save for a solvent winding up as part of a bona fide reconstruction or amalgamation); or\nb) the Contractor commits a breach of this agreement or of the Contract which is material and not capable of remedy or which is capable of remedy but which is not remedied within 60 days of notice to the Agency.\n6.2 The Contractor may terminate this agreement if the Contract is cancelled by the Agency for some reason other than the fault of the Contractor.\n7. Miscellaneous\n7.1 Both the Agency and the Contractor make no representation and give no warranty concerning the accuracy, format (either in hard copy or electronic form) suitability or fitness for purpose of the Proprietary Information supplied under this agreement. Neither the Agency nor the Contractor shall be liable in any form for any loss, damage or expenses incurred an Authorised Person or Agency Authorised Person which result either directly or indirectly from the accessing, using, distributing, circulating, supplying or copying the Proprietary Information supplied under this agreement unless such loss, damage or expense cannot be excluded by agreement under the governing law of this agreement.\n7.2 This agreement is for the benefit of the Agency and Contractor and no right, title, licence or interest obtained by virtue of the agreement may be assigned or licensed by an Authorised Person or Agency Authorised Person without the prior written consent from the supplier of the Proprietary Information. For the avoidance of doubt, no rights under this agreement pass to successors in title to the Agency, Contractor, or any Authorised Person or Agency Authorised Person.\n7.3 For the avoidance of doubt, all obligations in this agreement concerning the access, use, distribution, circulation and copying of Proprietary Information supplied by the Agency and the Contractor remain valid and enforceable following completion of the Contract.\n7.4 No amendment made to this agreement shall be binding or effective unless made in writing and signed by both the Agency and the Contractor.\n8. Governing Law/Disputes\n8.1 The validity, construction and performance of this agreement shall be governed by the laws of [France].\n8.2 All disputes arising out of or in connection with this agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.\nIN WITNESS whereof this agreement has been executed on the date first above written\nSigned by [ ] Signed by [ ]\nfor and on behalf of for and on behalf of\nthe [European Space Agency] the [Contractor]\nDate: Date:\nAppendix 1\nAuthorised Persons\nThe following individuals named by the Contractor have read and understood the terms and conditions of this Non-Disclosure Agreement dated [ ] and their signature confirms agreement to be bound by its terms.\nContractor Employees\nName Signature Address Date\nContractor Third Parties\nName Signature Address Date\nAgency Authorised Persons\nThe following individuals named by the Agency have read and understood the terms and conditions of this Non-Disclosure Agreement dated [ ] and their signature confirms agreement to be bound by its terms.\nAgency Employees\nName Signature Address Date\nAgency Third Parties\nName Signature Address Date\nApproved Purpose\nThe Agency agrees to supply Proprietary Information for the sole purpose of completing [ ].\n", "spans": [ [ 0, 23 ], [ 24, 27 ], [ 28, 40 ], [ 41, 56 ], [ 56, 65 ], [ 66, 86 ], [ 87, 102 ], [ 102, 111 ], [ 112, 127 ], [ 127, 144 ], [ 145, 153 ], [ 154, 353 ], [ 354, 357 ], [ 358, 454 ], [ 454, 472 ], [ 473, 480 ], [ 481, 702 ], [ 703, 915 ], [ 916, 940 ], [ 940, 1121 ], [ 1122, 1151 ], [ 1152, 1166 ], [ 1167, 1354 ], [ 1355, 1535 ], [ 1536, 1649 ], [ 1650, 1810 ], [ 1811, 2003 ], [ 2004, 2324 ], [ 2325, 2510 ], [ 2511, 2515 ], [ 2515, 2639 ], [ 2640, 2653 ], [ 2654, 2658 ], [ 2658, 2763 ], [ 2764, 2854 ], [ 2855, 3067 ], [ 3068, 3072 ], [ 3072, 3173 ], [ 3174, 3279 ], [ 3280, 3503 ], [ 3504, 3508 ], [ 3508, 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10475, 10491 ], [ 10492, 10519 ], [ 10520, 10540 ], [ 10541, 10568 ], [ 10569, 10585 ], [ 10586, 10677 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 46, 77, 78 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 28 ] }, "nda-19": { "choice": "Entailment", "spans": [ 80 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 55 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "Entailment", "spans": [ 33, 35, 37, 39 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 41, 44 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 33, 35, 37, 39, 48, 50 ] } } } ], "document_type": "search-pdf", "url": "http://emits.esa.int/emits-doc/ESRIN/e_support/nondisclosure-Engl.pdf" }, { "id": 313, "file_name": "nondisclosure.pdf", "text": "NON DISCLOSURE AGREEMENT\nAGREEMENT between American Clinical Board of Nutrition (ACBN) and __________________________________________ with an office at __________________________________________ , which is entered for the purpose of setting forth the basis under which each party will furnish and or disclose to the other party certain data, which may include sensitive, confidential member information, documentation and other technical, business and marketing information, in written, oral, graphic, electronic or other tangible form or through site surveys or visits, including but not limited to, each individual\u2019s specialty networks, licensing/service agreements, technological and trade secrets connected thereto (collectively, the \u201cinformation\u201d).\n______________________________________agrees as follows:\n1. NON-DISCLOSURE\na) The information shall be deemed the exclusive property of the furnishing party. The information and all copies thereof shall be returned to the furnishing party upon the furnishing party\u2019s request. The receiving party will not use the information for any purpose other than in accordance with the terms of this Agreement.\nb) The receiving party shall use the same degree of care as it uses with its own propriety information to protect and maintain the confidentiality of the information of the furnishing party. The receiving party understands that he/she may review sensitive member information and trade secrets, and agrees to maintain confidentiality of all information.\nc) The receiving party agrees it will not allow any of its employees, agents, representatives, affiliates or any other person(s) to disclose or use any of the information of the furnishing party, except in accordance with the terms of the Agreement.\nd) If the receiving party or any of its employees, agents, representatives, affiliates or any other person(s) shall attempt to use or dispose of any of the information of the furnishing party in a manner contrary to the terms of this Agreement, the furnishing party shall have the right, in addition to such other remedies, which may be available to it, to injunctive relief enjoining such acts or attempts, it being acknowledged that legal remedies are inadequate.\ne) The information is being furnished and/or disclosed for the sole purpose of examining the feasibility of a contract or a business relationship between the individual(s) identified above and the information is not to be disseminated by the receiving party to any other individual or entity and is not to be used by the receiving party for any other purpose\nf) All information shall be destroyed or returned to the furnishing party whenever any of the Parties so request in writing or upon termination of this Agreement for any reason. Any Party who disclosed information to another party or entity (e.g., employees, representatives, affiliates or independent contractors) must assure that all such parties or entities return or destroy said information. If any of the Parties so requests in written or upon the termination of this Agreement for any reason.\ng) The Parties are aware of and understand Member Confidentiality as referred to in Section 264 of the Health Insurance Profitability and Accountability Act of 1996 (HIPPA). All member information is considered highly sensitive and may not be disseminated.\nh) ACBN Executive Board members, employees, subject-matter experts (SMEs), and all those with access to confidential exam information are prohibited from developing or delivering examination preparation products and are not eligible to take the examination during their tenure and for a period of two years following the end of their access to examination content.\n2. NOTICES\n In all notices, requests, consents, demands and other communications provided for by this Agreement shall be in writing and shall (unless otherwise specifically provided herein) be deemed given when mailed first class mail at any general or branch post office enclosed in a registered or certified postpaid envelope, addressed to the address of the parties set forth above, or to such changed addresses as such parties may have fixed by notice, provided, however that any notice of change in address shall be effective only upon receipt.\n3. NON-CIRCUMVENTION\n This Agreement prohibits one or all parties from independently contacting or contracting with individuals and/or corporations that were identified by either of the parties involved in this Agreement during the course of discussions, negotiations or the exchange of information.\n4. MISCELLANEOUS\na) This Agreement may not be changed, modified or amended except by writing and signed by the party changed, and this Agreement may not e discharged except by performance in accordance with its terms.\nb) This Agreement sets forth the entire Agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all other prior discussions, agreements and understandings of any kind and every nature between them.\nc) The individuals executing this Agreement and on behalf of\n ____________________________________________ do each hereby represent and warrant that they respectively have been and are on the date of this agreement duty authorized by all necessary appropriate corporate action to executive this Agreement on behalf of their respective principals.\nd) Either Party may terminate the obligation to provide or exchange business, technical, marketing or other information pursuant to this Agreement for any reason upon thirty (30) days prior notice to the other Party. The provisions of Section 1 shall survive termination of this Agreement and shall remain in full force and effect.\nIN WITNESS WHEREOF, the Parties hereto caused this Agreement to be executed as of the dates set forth below.\nBy______________________________ By___________________________ (Signature) (Signature)\nName:___________________________ Name: Dr. Elicia Rosen-Fox\nTitle_______________________ ______ Title: President .\n\u200b\nDate_____________________________ Date:\n", "spans": [ [ 0, 24 ], [ 25, 91 ], [ 91, 134 ], [ 134, 152 ], [ 152, 753 ], [ 754, 810 ], [ 811, 828 ], [ 829, 912 ], [ 912, 1030 ], [ 1030, 1153 ], [ 1154, 1345 ], [ 1345, 1506 ], [ 1507, 1756 ], [ 1757, 2222 ], [ 2223, 2581 ], [ 2582, 2760 ], [ 2760, 2979 ], [ 2979, 3081 ], [ 3082, 3256 ], [ 3256, 3338 ], [ 3339, 3703 ], [ 3704, 3714 ], [ 3715, 3716 ], [ 3716, 4253 ], [ 4254, 4274 ], [ 4275, 4276 ], [ 4276, 4553 ], [ 4554, 4570 ], [ 4571, 4771 ], [ 4772, 5019 ], [ 5020, 5080 ], [ 5081, 5082 ], [ 5082, 5127 ], [ 5127, 5366 ], [ 5367, 5584 ], [ 5584, 5698 ], [ 5699, 5807 ], [ 5808, 5841 ], [ 5841, 5871 ], [ 5871, 5894 ], [ 5895, 5928 ], [ 5928, 5954 ], [ 5955, 5991 ], [ 5991, 6009 ], [ 6010, 6011 ], [ 6012, 6046 ], [ 6046, 6051 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 15 ] }, "nda-15": { "choice": "Entailment", "spans": [ 7 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 1, 2, 3, 4 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 35 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 8 ] }, "nda-3": { "choice": "Entailment", "spans": [ 1, 2, 3, 4 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 9, 12, 14 ] } } } ], "document_type": "search-pdf", "url": "http://www.acbn.org/nondisclosure.pdf" }, { "id": 314, "file_name": "nondisclosureagreement.pdf", "text": "NON-DISCLOSURE AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT (this \"Agreement\") is entered into on by and between the undersigned parties on the date specified below.\nWHEREAS, either Party possesses certain confidential proprietary information; and\nWHEREAS, in connection with the pursuit, evaluation and/or feasibility of a business relationship, and/or the consummation of a transaction (collectively, the \"Business Purposes\") between the two parties hereto, including their affiliates, subsidiaries, stockholders, partners, co-venture, trading partners, employees and other organizations (hereinafter referred to as Affiliates), confidential proprietary information of one Party may become available to the other Party.\nWHEREAS, either Party desires to prevent the unauthorized use and disclosure of its confidential proprietary information.\nNOW THEREFORE, in consideration of these premises and for other good and valuable consideration, Receipt of which is hereby acknowledged, the parties agree as follows:\nI. \"Confidential Information\". For purposes of this Agreement, Confidential Information shall mean all strategic and development plans, financial condition, business plans, co-developer identities, data, business records, customer lists, project records, market reports, employee lists and business manuals, policies and procedures, information relating to processes, technologies or theory and all other information which may be disclosed by one Party or to which the other Party may be provided access by the disclosing Party or others in accordance with this Agreement, or which is generated as a result of , incidental to or in connection with the Business Purposes, which is not generally available to the public.\nII. Non-disclosure Obligations. The Receiving Party promises and agrees to receive and hold the Confidential Information in confidence. Without limiting the generality of the foregoing, the Receiving Party further promises and agrees:\nA. to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure;\nB. not to use any of the Confidential Information except for the Business Purposes.\nC. not to, directly or indirectly, in any way, reveal, report, publish, disclose, transfer or otherwise use any of the Confidential Information except as specifically authorized by the Disclosing Party in accordance with this Non-Disclosure Agreement.\nD. not to use any Confidential Information to unfairly compete or obtain unfair advantage vis-a-vis Disclosing Party in any commercial activity which may be comparable to the commercial activity contemplated by the parties in connection with the Business Purposes.\nE. to restrict access to the Confidential Information to those of its officers, directors, and employees who clearly need such access to carry out the Business Purposes.\nF. to advise each of the persons to whom it provides access to any of the Confidential Information, that such persons are strictly prohibited from making any use, publishing or otherwise disclosing to others, or permitting others to use for their benefit or to the detriment of the Disclosing Party, any of the Confidential Information, and, upon Request of the Disclosing Party, to provide the Disclosing Party with a copy of a written agreement to that effect signed by such persons.\nG. to comply with any other reasonable security measures requested in writing by the Disclosing Party.\nH. To refrain from directly contacting or communicating by whatsoever means to the Source(s) of Information without written consent of the Disclosing Party.\nI. To undertake not to disclose any names and their particulars to third parties without the written consent by the Disclosing party.\nIII. Exceptions. The confidentiality obligations hereunder shall not apply to Confidential Information which:\nA. is, or later becomes, public knowledge other than by breach of the provisions of this Agreement; or\nB. is in the possession of the Party with the full right to disclose prior to its receipt from the Disclosing Party, as evidenced by written records; or\nC. is independently received by the Receiving Party from a third party, with no restrictions on disclosure.\nIV. Return of Confidential Information. The Receiving Party agrees, upon termination of the Business Purposes or upon the written request of the other Party, whichever is earlier, to promptly deliver to the other Party all records, notes, and other written, printed, or tangible materials in the possession of the Receiving Party, embodying or pertaining to the Confidential Information.\nV. No Right to Confidential Information.\nA. The Receiving Party hereby agrees and acknowledges that no license, either express or implied, is hereby granted to the Receiving Party by the other Party to use any of the Confidential Information.\nB. The Receiving Party further agrees that all inventions, improvements, copyrightable works and designs relating to machines, methods, compositions, or products of the other Party directly resulting from or relating to the Confidential Information and the right to market, use, license and franchise the Confidential Information or the ideas, concepts, methods or practices embodied therein shall be the exclusive property of the other Party, and the Receiving Party has no right or title thereto.\nVI. No Warranty. The Disclosing Party has not made and will not make any representation or warranty as to the accuracy or completeness of its Confidential Information or of any other information provided to the Receiving Party, and the Receiving Party agrees that the Disclosing Party shall have no liability resulting from the use of the Confidential Information or such other information.\nVII. No Commitment. The disclosure of Confidential Information does not, and is not intended to, represent a commitment by the Disclosing Party to enter into any business relationship with the Receiving Party or with any other entity. If the Parties desire to pursue business opportunities, they will execute a separate written agreement to govern such business relationship.\nVIII. Compelled Disclosure. If the Party faces legal action to disclose Confidential Information received under this Agreement, then the Party shall promptly notify the other Party in order that it may have the opportunity to intercede and contest such disclosure and, upon request, shall cooperate with the other Party in contesting such a disclosure. Except in connection with failure to discharge the responsibilities set forth in the preceding sentence, neither Party shall be liable in damages for any disclosures pursuant to such legal action.\nIX. Losses. The Receiving Party agrees to indemnify the other Party against any and all losses, damages, claims, or expenses incurred or suffered by the other Party as a result of the Receiving Party's breach of this Agreement.\nX. Communication: The two parties agree that the communication between the parties is considered delivered and reached other party if transmitted by fax or electronic means with proof of sending machine. The date of receiving the messages, notices or letters is the date of sending authenticated by the sending machine. All notices under this Agreement shall be deemed to have been duly given upon the mailing of the notice, postpaid to the addresses listed above, or upon the facsimile transmission, to the party entitled to such notice at the facsimile number set forth below.\nXI. Counterparts. Either the original or copies, including facsimile transmissions, of this Agreement, may be executed in counterparts, each of which shall be an original as against any party whose signature appears on such counterpart and all of which together shall constitute one and the same instrument.\nXII. No Solicitation of Employees. The Receiving Party agrees that it will not, for a period of five (5) years from the date of this Agreement, initiate contact with the other Party's employees in order to solicit, entice or induce any employee of the other Party to terminate an employment relationship with the other Party to accept employment with the Receiving Party.\nXIII. Term and Termination. This Agreement shall commence on the date first written above. The Receiving Party's right to use the Confidential Information in connection with the Business Purposes shall continue in effect until the period of one year from the date above or the other Party provides the Receiving Party with written notice of termination of such right, whichever is earlier. Notwithstanding the foregoing, the Receiving Party's obligations with respect to the Confidential Information hereunder shall continue in full force for at least five years from the termination date and/or effect until further notice from the other Party.\nXIV. Remedies. The Receiving Party understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause the Disclosing Party irreparable harm, the amount of which may be difficult to ascertain and, therefore, agrees that the Disclosing Party shall have the right to apply to a court of competent jurisdiction for an order restraining any such further disclosure or misappropriation and for such other relief as the Disclosing Party shall deem appropriate. Such right of the Disclosing Party shall be in addition to Remedies otherwise available to the Disclosing Party at law or in equity.\nXV. Entire Agreement.. This Agreement embodies the entire understanding between the parties respecting the subject matter of this Agreement and supersedes any and all prior negotiations, correspondence, understandings and agreements between the parties respecting the subject matter of this Agreement. This Agreement shall not be modified except by a writing duly executed on behalf of the party against whom such modification is sought to be enforced. Should any provisions of this Agreement be found unenforceable, the remainder shall still be in effect.\nXVI. No Waiver. The failure of either Party to require performance by the other Party of any provision of this Agreement shall in no way effect the full right to require such performance at any time thereafter.\nXVII. Successors and Assigns. Neither shall any Party have any right to assign its rights under this Agreement, whether expressly or by operation of law, without the written consent of the other Party. This Agreement and the Party's obligations hereunder shall be binding on their Representatives, permitted assigns, and successors of the Parties and shall ensure to the benefit of Representatives, assigns and successors of the Parties.\nXVIII. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of India and the Party\u2019s country laws on equal force. If there is any conflict of laws, the law of India shall prevail.\nXIX. Attorneys' Fees. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to attorneys' fees.\nXX. Modification: This Agreement constitutes the sole understanding of the parties about this subject matter and may not be amended or modified except in writing signed by each of the parties to the Agreement.\nXXI. Legal Address of the Parties:\nParty A: Party B:\nCompany: Rhein India Technologies Private Limited Company:\nA-61,Sector 16 ,Noida (India) Address :\n________________ sign\nAjay Singh:\n", "spans": [ [ 0, 24 ], [ 25, 160 ], [ 161, 242 ], [ 243, 716 ], [ 717, 838 ], [ 839, 1006 ], [ 1007, 1038 ], [ 1038, 1725 ], [ 1726, 1745 ], [ 1745, 1758 ], [ 1758, 1862 ], [ 1862, 1960 ], [ 1961, 2070 ], [ 2071, 2154 ], [ 2155, 2406 ], [ 2407, 2671 ], [ 2672, 2841 ], [ 2842, 3327 ], [ 3328, 3430 ], [ 3431, 3587 ], [ 3588, 3721 ], [ 3722, 3739 ], [ 3739, 3831 ], [ 3832, 3934 ], [ 3935, 4087 ], [ 4088, 4195 ], [ 4196, 4236 ], [ 4236, 4583 ], [ 4584, 4624 ], [ 4625, 4826 ], [ 4827, 5325 ], [ 5326, 5343 ], [ 5343, 5716 ], [ 5717, 5737 ], [ 5737, 5952 ], [ 5952, 6092 ], [ 6093, 6121 ], [ 6121, 6446 ], [ 6446, 6642 ], [ 6643, 6655 ], [ 6655, 6870 ], [ 6871, 6889 ], [ 6889, 7075 ], [ 7075, 7191 ], [ 7191, 7449 ], [ 7450, 7454 ], [ 7454, 7468 ], [ 7468, 7757 ], [ 7758, 7763 ], [ 7763, 7793 ], [ 7793, 8129 ], [ 8130, 8136 ], [ 8136, 8158 ], [ 8158, 8221 ], [ 8221, 8520 ], [ 8520, 8775 ], [ 8776, 8791 ], [ 8791, 9312 ], [ 9312, 9444 ], [ 9445, 9449 ], [ 9449, 9468 ], [ 9468, 9747 ], [ 9747, 9898 ], [ 9898, 10001 ], [ 10002, 10007 ], [ 10007, 10018 ], [ 10018, 10212 ], [ 10213, 10219 ], [ 10219, 10243 ], [ 10243, 10415 ], [ 10415, 10650 ], [ 10651, 10658 ], [ 10658, 10673 ], [ 10673, 10805 ], [ 10805, 10870 ], [ 10871, 10893 ], [ 10893, 11069 ], [ 11070, 11074 ], [ 11074, 11088 ], [ 11088, 11279 ], [ 11280, 11285 ], [ 11285, 11314 ], [ 11315, 11332 ], [ 11333, 11391 ], [ 11392, 11431 ], [ 11432, 11449 ], [ 11449, 11453 ], [ 11454, 11465 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 27 ] }, "nda-15": { "choice": "Entailment", "spans": [ 29, 30 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 55 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 50 ] }, "nda-7": { "choice": "Contradiction", "spans": [ 11, 16, 20 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 37 ] }, "nda-13": { "choice": "Entailment", "spans": [ 22, 25 ] }, "nda-5": { "choice": "Entailment", "spans": [ 11, 16 ] }, "nda-4": { "choice": "Entailment", "spans": [ 11, 13, 14 ] } } } ], "document_type": "search-pdf", "url": "http://rheinindia.com/nondisclosureagreement.pdf" }, { "id": 315, "file_name": "oceaneering-non-disclosure-agreement.pdf", "text": " VENDOR/SUPPLIER NON-DISCLOSURE AGREEMENT\nThis Vendor/Supplier Non-disclosure Agreement (\u201cAgreement\u201d) is made and entered into as of , 20 , by and between , a , the principal address of which is , (\u201cRecipient\u201d) and Oceaneering International, Inc., a Delaware corporation, the principal address of which is 11911 FM 529, Houston, Texas 77041, USA (\u201cOceaneering\u201d).\nIt is the intention of the parties to this Agreement to facilitate discussions regarding possible transactions between the parties by the protection from unauthorized disclosure or use of the Confidential Information (defined below). Therefore, the parties agree as follows:\n1. For the purposes of this Agreement, \u201cConfidential Information\u201d shall mean any information disclosed by Oceaneering, whether in writing, orally, visually or otherwise, including but not limited to business plans, contractual, engineering, financial, sales, marketing and operational information, product specifications, technical data, trade secrets, know-how, ideas and concepts of Oceaneering or third parties. Confidential Information excludes, however, information which: (i) is or becomes known or available to Recipient without restriction from a source other than Oceaneering with a legal right to disclose the same to Recipient; (ii) is, or without violating the terms of this Agreement becomes, generally available to the public; or (iii) is developed by Recipient independently of the information disclosed hereunder.\n2. With respect to all Confidential Information disclosed hereunder, Recipient agrees that from and after the date of this Agreement, Recipient shall not:\na. use the Confidential Information except for purposes of its business relationship with Oceaneering (the \u201cAuthorized Purpose\u201d); or\nb. disclose the Confidential Information to any third party except: (i) for directors, officers, managers, employees, consultants, contractors and professional advisors of Recipient (collectively its \u201cRepresentatives\u201d) who need to know the Confidential Information for the Authorized Purpose and who are subject to an existing obligation to, or enter into an agreement with, Recipient not to disclose Confidential Information; and (ii) as may be authorized in writing in advance by an officer of Oceaneering.\n3. Recipient shall require its Representatives who receive any Confidential Information to comply with the terms and conditions of this Agreement and Recipient shall be responsible for their compliance herewith. Recipient shall use at least the same degree of care to protect the confidentiality and ensure the proper use of the Confidential Information as Recipient uses with respect to its information of a similar kind or nature, but in no event less than reasonable care.\n4. Oceaneering grants no rights in or to the Confidential Information. All Confidential Information shall remain the sole property of Oceaneering.\n5. No contract or agreement providing for any transaction or any commitment to enter into a transaction shall be deemed to exist by reason of this Agreement.\n6. Any provision to the contrary notwithstanding, Recipient\u2019s obligations under this Agreement are subject to any disclosure requirement of law, regulation or legal process, but only to the extent of such requirement. Recipient shall promptly notify Oceaneering of any such requirement, cooperate fully with Oceaneering\u2019s requests to prevent or minimize the effect of such disclosure, and make all reasonable efforts to have such disclosures placed under a protective order or otherwise obtain confidential treatment of the Confidential Information.\n7. THE CONFIDENTIAL INFORMATION IS DISCLOSED \u201cAS IS\u201d WITHOUT ANY REPRESENTATION, WARRANTY, ASSURANCE, GUARANTEE, OR INDUCEMENT OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTY OF COMPLETENESS, ACCURACY, MERCHANTABILITY, SUITABILITY, NON-INFRINGEMENT OR FITNESS FOR PURPOSE.\n8. Upon Oceaneering\u2019s written request, Recipient shall promptly: (i) deliver to Oceaneering and cease to use all Confidential Information in Recipient\u2019s (including its Representatives\u2019) possession, custody or control; or (ii) destroy the same and delete all electronic records containing the Confidential Information, provided that Oceaneering may require Recipient to certify in writing such destruction and deletion.\n9. Recipient agrees that money damages would not be a sufficient remedy for breach of this Agreement and that, in addition to all other remedies, Oceaneering shall be entitled to specific performance and injunctive or other equitable relief as a remedy for such breach.\n10. This Agreement sets forth the complete and exclusive statement of the parties\u2019 agreement with respect to the subject matter hereof. This Agreement may not be waived or modified except pursuant to a written agreement signed by the parties. Any waiver or forbearance on one occasion shall have no effect on any other occasion.\n11. Any provision hereof which is found to be unenforceable or contrary to applicable law shall be deemed stricken from this Agreement and the other terms and conditions hereof shall remain in full force and effect.\n12. This Agreement shall bind and benefit the parties and their respective successors and assigns. Recipient\u2019s obligations under this Agreement shall survive any termination hereof.\n13. This Agreement shall be governed by the laws of Texas (excluding its conflicts-of-laws principles). The parties consent to the jurisdiction of the state and federal courts situated in Houston, Harris County, Texas.\nExecuted on the dates set forth below but effective as of the date first written above.\nRecipient: Oceaneering International, Inc.\nBy: By:\nName: Name:\nTitle: Title:\nDate: Date:\n", "spans": [ [ 0, 1 ], [ 1, 41 ], [ 42, 362 ], [ 363, 597 ], [ 597, 637 ], [ 638, 1053 ], [ 1053, 1116 ], [ 1116, 1277 ], [ 1277, 1382 ], [ 1382, 1467 ], [ 1468, 1622 ], [ 1623, 1755 ], [ 1756, 1824 ], [ 1824, 2187 ], [ 2187, 2264 ], [ 2265, 2477 ], [ 2477, 2740 ], [ 2741, 2812 ], [ 2812, 2887 ], [ 2888, 3045 ], [ 3046, 3264 ], [ 3264, 3296 ], [ 3296, 3595 ], [ 3596, 3894 ], [ 3895, 3960 ], [ 3960, 4116 ], [ 4116, 4313 ], [ 4314, 4583 ], [ 4584, 4720 ], [ 4720, 4827 ], [ 4827, 4912 ], [ 4913, 5128 ], [ 5129, 5228 ], [ 5228, 5310 ], [ 5311, 5415 ], [ 5415, 5529 ], [ 5530, 5617 ], [ 5618, 5660 ], [ 5661, 5668 ], [ 5669, 5680 ], [ 5681, 5694 ], [ 5695, 5706 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 17, 18 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 5 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 33 ] }, "nda-12": { "choice": "Entailment", "spans": [ 6, 9 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 24, 25, 26 ] }, "nda-3": { "choice": "Entailment", "spans": [ 5 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 10, 12, 13 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 20, 21, 22 ] }, "nda-13": { "choice": "Entailment", "spans": [ 6, 7 ] }, "nda-5": { "choice": "Entailment", "spans": [ 10, 12, 13 ] }, "nda-4": { "choice": "Entailment", "spans": [ 10, 11 ] } } } ], "document_type": "search-pdf", "url": "https://www.oceaneering.com/datasheets/vendors/oceaneering-non-disclosure-agreement.pdf" }, { "id": 316, "file_name": "one-way_nda_ji_form.pdf", "text": "NON-DISCLOSURE AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT (\u201cAgreement\u201d) is made effective as of ______________, ______ (\u201cEffective Date\u201d), by __________________________________ ____ ______________________________ with a ___________________________ at___________________________________________________________________________ (\u201cRecipient\u201d) in favor of Janicki Industries, Inc., a Washington corporation with a principal place of business at 1476 Moore Street, Sedro-Woolley, WA 98284 (the \u201cCompany\u201d) (each a \u201cParty\u201d and collectively the \u201cParties\u201d).\nWHEREAS, Recipient desires to obtain certain confidential information (\u201cConfidential Information\u201d as defined below) from the Company in connection with Recipient\u2019s role in _____________________________________________________________________________.\nWHEREAS, Recipient understands that the Confidential Information has been created, discovered and/or accumulated by or for the Company through the expenditure of substantial time, effort and expense, and that the Company\u2019s continued success depends, in part, on the protection of this Confidential Information.\nNOW, THEREFORE, in order to further the above-described purposes and to induce the Company to make the contemplated disclosures, Recipient hereby agrees as follows:\n1. \u201cConfidential Information\u201d shall mean information including, but not limited to, the existence of the discussions between the Company and Recipient or any third-party regarding future business relationships and information regarding the Company\u2019s products, services, product designs, plans, roadmaps, prices, costs, trade secrets, inventions, intellectual property, development plans, tooling, equipment, import or export controls, license arrangements or agreements, methods, techniques, proprietary processes and know-how, programs, schematics, software, data, customer lists, financial information, inside information (including information regarding financial performance, earnings, existing products, existing techniques, new products, new techniques and business strategies), personnel information (including, without limitation, skills and compensation), product development information, client development information, information regarding possible acquisitions or sales of businesses or facilities sales, marketing plans, business opportunities, research and development activities, pre-release products, information posted on the Company\u2019s web site (to the extent that such information is not publicly accessible), or any other information which the Recipient knows or reasonably should know is confidential, proprietary or trade secret information of the Company. This definition also includes any Confidential Information disclosed by or to any affiliate or subsidiary of the Company. Recipient understands and agrees that Company\u2019s client and prospective client lists, proposals, reports, all internal memoranda and documents and any information communicated to Recipient, written or oral, that is indicated as confidential, are trade secrets within the meaning of Chapter 19.108 of the Revised Code of Washington, and that misappropriation of such information, as defined in said Chapter, shall subject Recipient to penalties as set forth in said Chapter. Confidential Information shall not include information (i) which was lawfully in the possession of Recipient prior to disclosure of such information by the Company; (ii) which was, or at any time becomes, available in the public domain other than through a violation of this Agreement; (iii) which is documented, to the satisfaction of both Parties, by Recipient as having been developed by Recipient independently; or (iv) which is furnished to Recipient or its representatives by a third party not under an obligation of and without a violation of confidentiality to the Company.\n2. Recipient agrees not to disclose Confidential Information to any third party, except as specifically authorized by this Agreement or as specifically authorized by the Company in writing. Recipient agrees to hold all of the Confidential Information in trust and confidence and agrees that it shall be used only by Recipient or its employees with a need-to-know for the contemplated purpose set forth above, and shall not be used for any other purpose or disclosed to any party who is not bound by a non-disclosure agreement with the Company.\n3. Recipient agrees to use all reasonable precautions, no less than Recipient\u2019s treatment of its own Confidential Information of a similar nature, to prevent the unauthorized disclosure of the Company\u2019s Confidential Information.\n4. The Confidential Information, regardless of whether it is in oral or written, or partial or complete, form, shall be and remain the property of the Company, whether provided to or copied by Recipient. Recipient shall not make or have made any partial or complete copies or derivative works, whether in hand copy or electronic form, of any of the Confidential Information without the express prior authorization of the Company, and any legends or notices used by the Company in the Confidential Information shall be reproduced in full in all copies. Upon demand by the Company or termination of this Agreement, all materials bearing or disclosing any of the Confidential Information shall be delivered or returned to the Company.\n5. This Agreement applies to all Confidential Information that is disclosed by the Company to Recipient during the period that begins on the Effective Date. The obligations of this Agreement will remain in effect for as long as the Confidential Information remains confidential, proprietary or trade secret information of the Company. Or, if the Parties enter into a subsequent agreement governing the disclosure of Confidential Information, this Agreement will terminate and that subsequent agreement shall control the use and disclosure of Confidential Information.\n6. Recipient may disclose the Company\u2019s Confidential Information if and only to the extent that a disclosure is required by applicable law, provided that Recipient uses reasonable efforts to limit the disclosure by means of a protective order or a request for Confidential/Attorneys\u2019 Eyes Only treatment that permits the Company a reasonable opportunity to review the proposed disclosure before it is made, and to interpose its own objection to the disclosure and, if appropriate, bring a motion for a protective order.\n7. Nothing in this Agreement will be construed as granting any rights to Recipient, by license or otherwise, to any of the Company\u2019s Confidential Information, except as specifically stated in this Agreement.\n8. Recipient acknowledges that damages alone would not be an adequate remedy for any breach by it of the provisions of this Agreement and, accordingly, without prejudice to any and all other rights and remedies that the Company might have, the Company shall be entitled without proof of special damage to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this Agreement without the requirement of posting a bond. Recipient agrees that the Company shall be entitled to an award of its reasonable attorneys\u2019 fees, expert fees and costs if it prevails in any action to enforce this Agreement.\n9. This Agreement shall be governed and construed under the laws of the State of Washington. Recipient irrevocably consents and submits to the exclusive and mandatory jurisdiction of the state courts sitting in Skagit County, Washington or the U.S. District Court for the Western District of Washington, and agrees that any action, suit or proceeding in connection with this Agreement shall be brought only in such courts to the exclusion of all other courts, other than actions to enforce judgments or orders entered in said courts.\n10. If any provision of this Agreement or compliance by any of the Parties with any provision of this Agreement constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, shall be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, said provision, to the extent that it is in violation of law, unenforceable or void, shall be deemed severable from the remaining provisions of this Agreement, which provisions will remain binding on the Parties.\n11. This Agreement sets forth the complete and exclusive agreement of the Parties regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the Parties regarding the subject matter of this Agreement. This Agreement is not, however, intended to limit any rights that the Company may have under trade secret, copyright, patent or other laws that may apply to the subject matter of this Agreement.\n12. This Agreement shall bind Recipient and its successors and assigns, and will benefit the Company and its successors and assigns. By entering into this Agreement, the Company shall not be deemed to have waived any other rights or remedies it may have in law or equity.\nJANICKI INDUSTRIES, INC. [RECIPIENT]\n___________________________________ ___________________________________\nBy By\n___________________________________ ___________________________________\nName Name\n___________________________________ ___________________________________\nTitle Title\n", "spans": [ [ 0, 24 ], [ 25, 93 ], [ 93, 139 ], [ 139, 174 ], [ 174, 179 ], [ 179, 210 ], [ 210, 217 ], [ 217, 245 ], [ 245, 323 ], [ 323, 545 ], [ 546, 718 ], [ 718, 796 ], [ 797, 1107 ], [ 1108, 1272 ], [ 1273, 2652 ], [ 2652, 2774 ], [ 2774, 3247 ], [ 3247, 3302 ], [ 3302, 3412 ], [ 3412, 3533 ], [ 3533, 3666 ], [ 3666, 3828 ], [ 3829, 4019 ], [ 4019, 4372 ], [ 4373, 4601 ], [ 4602, 4806 ], [ 4806, 5154 ], [ 5154, 5333 ], [ 5334, 5491 ], [ 5491, 5669 ], [ 5669, 5901 ], [ 5902, 6186 ], [ 6186, 6191 ], [ 6191, 6421 ], [ 6422, 6629 ], [ 6630, 7126 ], [ 7126, 7302 ], [ 7303, 7396 ], [ 7396, 7836 ], [ 7837, 8313 ], [ 8313, 8563 ], [ 8564, 8850 ], [ 8850, 9044 ], [ 9045, 9178 ], [ 9178, 9316 ], [ 9317, 9342 ], [ 9342, 9353 ], [ 9354, 9390 ], [ 9390, 9425 ], [ 9426, 9431 ], [ 9432, 9468 ], [ 9468, 9503 ], [ 9504, 9513 ], [ 9514, 9550 ], [ 9550, 9585 ], [ 9586, 9597 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 27 ] }, "nda-15": { "choice": "Entailment", "spans": [ 25, 34 ] }, "nda-10": { "choice": "Entailment", "spans": [ 14 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 14 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 29 ] }, "nda-12": { "choice": "Entailment", "spans": [ 17, 20 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 16, 25 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 22, 23 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 26 ] }, "nda-8": { "choice": "Entailment", "spans": [ 31 ] }, "nda-13": { "choice": "Entailment", "spans": [ 17, 21 ] }, "nda-5": { "choice": "Entailment", "spans": [ 23 ] }, "nda-4": { "choice": "Entailment", "spans": [ 23 ] } } } ], "document_type": "search-pdf", "url": "https://www.janicki.com/wp-content/uploads/2015/03/one-way_nda_ji_form.pdf" }, { "id": 317, "file_name": "OOR104E_Non-Disclosure_Agreement-Company.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis Agreement is entered into by and between:\n__________________________, having its principal place of business at ________________________________ (\u201cCompany\u201d), herein represented by _______________ duly authorized to sign the present agreement on behalf of Company as s/he so declares;\nAND\nCONCORDIA UNIVERSITY, a corporation duly incorporated by the Concordia University Act, S.Q. 1948, c. 91 as amended by S.Q. 1959-60, c. 191 and S.Q. 2006, c. 69 having its head office at 1455 de Maisonneuve Blvd. West, City of Montreal, Province of Quebec H3G 1M8, (\u201cConcordia\u201d) herein acting and represented by Dr. Justin Powlowski, Associate Vice-President Research, Strategic Initiatives and Partnerships, duly authorized to sign the present Agreement on behalf of University, as he so declares.\nHereinafter individually referred to as a \u201cParty\u201d and collectively as the \u201cParties\u201d.\nWHEREAS the Parties wish to exchange information for the sole purpose of [DESCRIPTION OF PURPOSE FOR WHICH INFORMATION IS TO BE EXCHANGED] (the \u201cPurpose\u201d); and\nWHEREAS the Parties desire to protect the confidentiality of such information;\nNOW THEREFORE in consideration of the mutual covenants and obligations contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:\n1. DEFINITIONS\nIn this Agreement, the following terms will have the following meanings:\n\u201cAffiliate\u201d means any legal entity that a Receiving Party Controls, is Controlled by, or with which it is under common Control, where Control means to own or control, directly or indirectly, over 50% of voting shares.\n\u201cBusiness Day\u201d means any day other than a Saturday, Sunday or statutory holiday in the Province of Quebec;\n\u201cConfidential Information\u201d means any information which is confidential in nature or that is treated as confidential by a Party and that is furnished or transferred by or on behalf of such Party (the \u201cDisclosing Party\u201d) to the other Party (the \u201cReceiving Party\u201d), whether such information is or has been conveyed verbally or in written or tangible form, and whether such information is acquired directly or indirectly such as in the course of discussions, site visits or other investigations by the Receiving Party, including but not limited to, scientific, technical, financial or business information, data, ideas, concepts or know-how, formula, analysis, process, design, sketch, photograph, plan, drawing, specification, sample, report, study, finding, prototype and non-published patent applications, that are considered and treated as being confidential by the Disclosing Party. Confidential Information disclosed in tangible or electronic form may be identified by Disclosing Party as confidential with conspicuous markings, or otherwise identified with a legend as being confidential. Where the information is disclosed verbally or visually and the Disclosing Party requires that the Receiving Party maintain the confidential nature of the information, the Disclosing Party shall express a verbal statement of confidentiality at the time of disclosure followed by confirmation in writing within thirty (30) days of such disclosure. Notwithstanding the foregoing, in no event shall the absence of such a mark, legend or verbal confirmation preclude disclosed information, or information accessed through discussions or site visits, which would be considered as confidential by a party exercising reasonable judgment from being treated as Confidential Information by the Receiving Party.\n\u201cCorporate Advisors\u201d means any lawyers, accountants, financial and other professional advisors of Receiving Party who are required by law, by contract or otherwise to keep all Confidential Information that may be disclosed to them by Receiving Party.\n\u201cDisclosing Party\u201d means a Party that discloses Confidential Information to the other Party pursuant to this Agreement.\n\u201cEffective Date\u201d shall mean XXXX\n\u201cReceiving Party\u201d means a Party that receives Confidential Information from the other Party pursuant to this Agreement.\n\u201cRetained Information\u201d shall mean one (1) copy of the Disclosing Party\u2019s Confidential Information that is retained by the Receiving Party: (i) if and to the extent such Confidential Information is required by law, regulation, administrative or court order, and (ii) where such Confidential Information is stored as electronic data due to automatic archiving and back up procedures.\n2. USE AND DISCLOSURE OF CONFIDENTIAL INFORMATION\n2.1 Receiving Party agrees that it shall not:\n2.1.1 use any of the Disclosing Party\u2019s Confidential Information for any reason other than the Purpose; or\n2.1.2 disclose, disseminate or otherwise communicate, in whole or in part, any of Disclosing Party\u2019s Confidential Information to any third party.\n2.2 Receiving Party may disclose the Disclosing Party\u2019s Confidential Information to those of its officers, directors, employees, (including those of its Affiliates) or Corporate Advisors who have a need to know such Confidential Information provided that such individuals are bound by obligations of confidentiality to the Receiving Party or have entered into agreements with the Receiving Party with obligations of confidentiality no less stringent than those of this Agreement.\n2.3 The Receiving Party shall be liable to Disclosing Party for all actions of its Affiliates, Corporate Advisors, employees, officers, directors and those of its Affiliates that result in the unauthorized disclosure of the Disclosing Party\u2019s Confidential Information.\n2.4 Receiving Party shall not disclose Disclosing Party\u2019s Confidential Information to anyone other than as permitted herein and shall use efforts commensurate with those that it employs for protecting the confidentiality of its own information, which efforts shall in no event be less than a reasonable degree of care.\n2.5 In the event that a Receiving Party becomes legally compelled by law, regulation or order of court or administrative body to disclose any of a Disclosing Party\u2019s Confidential Information, such Receiving Party shall be entitled to disclose such Confidential Information subject to the requirements of this Section 2.5. Such Receiving Party shall provide the Disclosing Party with prompt written notice of such requirements so that the Disclosing Party may, at its sole expense, seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions hereof, the Receiving Party agrees to furnish only that portion of the Disclosing Party\u2019s Confidential Information which is legally required.\n3. EXCEPTIONS\n3.1 Notwithstanding anything to the contrary herein, the following will not constitute Confidential Information for the purposes of this Agreement:\n3.1.1 information that a Receiving Party can show, by documentary and competent evidence, was known by it prior to the disclosure thereof by the Disclosing Party;\n3.1.2 information that is or becomes generally available to the public other than as a result of disclosure directly or indirectly by a Receiving Party in breach of this Agreement;\n3.1.3 information that is or becomes available to a Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not in breach of its obligations of non-disclosure towards the Disclosing Party;\n3.1.4 information that a Receiving Party can show, by documentary and competent evidence, to have been developed independently by Receiving Party without using the Disclosing Party\u2019s Confidential Information; or\n3.1.5 information of which the Disclosing Party has authorized the unrestricted disclosure.\n4. NO IMPLIED OBLIGATIONS\nExcept for the matters specifically agreed to herein, no Party will be under any legal obligation of any kind to enter into any further agreement with respect to the Purpose or any other matter whatsoever, absent a further written agreement between the Parties executed by their duly authorized representatives.\n5. OWNERSHIP\nThe Disclosing Party will remain the owner of its intellectual property, including any title, ownership, or license under any patents, copyrights or other intellectual property rights in the Disclosing Party\u2019s Confidential Information. Nothing in this Agreement is to be construed as granting a Receiving Party any title, ownership, or any license under any patents, copyrights or other intellectual property rights in any of the Disclosing Party\u2019s Confidential Information.\n6. INDEPENDENT DEVELOPMENT\nNothing in this Agreement will be construed as a representation that a Receiving Party will not develop, communicate or use technology, information or products that, without violation of this Agreement, compete with, are the same as, or similar to the Disclosing Party\u2019s Confidential Information.\n7. NO WARRANTY OF ACCURACY\nThe Disclosing Party\u2019s Confidential Information is provided on an \u2018AS IS\u2019 basis, without any representations or warranties as to its accuracy or completeness. The Disclosing Party shall have no liability to the Receiving Party resulting from any use by the Receiving Party of the Disclosing Party\u2019s Confidential Information and all implied warranties of merchantability and fitness for a particular purpose are expressly disclaimed and excluded.\n8. TERM, TERMINATION AND CONFIDENTIALITY PERIOD\n8.1 This Agreement shall commence on the Effective Date, and unless earlier terminated in accordance herewith, shall continue in force for a period of [NUMBER OF] year(s) from the Effective Date. Notwithstanding the expiration or earlier termination of this Agreement, the obligations of confidentiality with respect to any Confidential Information exchanged between the Parties prior to the expiration or earlier termination of this Agreement, shall remain in full force and effect until such Confidential Information falls within the scope of the exceptions set out in Article 3.\n8.2 A Party may terminate this Agreement, without cause, upon twenty (20) Business Days\u2019 prior written notice to the other Party.\n8.3 Unless otherwise requested in writing by the Disclosing Party within fifteen (15) days of the expiration or earlier termination of this Agreement, or upon written notice given at any time during the Term of this Agreement requesting the return of the Disclosing Party\u2019s Confidential Information, following the expiration of the fifteen (15) day delay provided for above the Receiving Party shall destroy all tangible forms and destroy/delete all intangible forms of Disclosing Party\u2019s Confidential Information (including any originals and all copies thereof) in its possession. Notwithstanding the foregoing, the Receiving Party shall be permitted to retain one copy of the Retained Information and such Retained Information shall be treated by the Receiving Party in accordance with this Agreement. Upon written request by the Disclosing Party, the Receiving Party shall provide to the Disclosing Party or shall cause to be provided to the Disclosing Party, a written confirmation executed by a duly authorized officer of the Receiving Party that all originals and any copies of Disclosing Party\u2019s Confidential Information (other than Retained Information) or any portion thereof have been returned or destroyed, as the case may be, and shall no longer be used in any manner whatsoever by the Receiving Party.\n9. REMEDIES\nReceiving Party acknowledges that the disclosure of the Disclosing Party\u2019s Confidential Information in breach of this Agreement may result in irreparable injury to Disclosing Party for which monetary damages alone would not be an adequate remedy. Therefore, Receiving Party agrees that in the event of a breach or threatened breach of Receiving Party\u2019s confidentiality obligations hereunder, Disclosing Party will be entitled to seek specific performance and injunctive relief as remedy for any such breach or anticipated breach. Any such relief shall be in addition to and not in lieu of monetary damages.\n10. GENERAL PROVISIONS\n10.1 Assignment: This Agreement may not be assigned by either Party, in whole or in part, without the prior written consent of a duly authorized representative of the other Party. Any such assignment shall not relieve a Party of its obligations hereunder.\n10.2 Advice of Counsel: Each Party to this Agreement represents and warrants to the other that such Party has read and fully understands the terms and provisions hereof and has executed this Agreement based upon such Party's own judgment and advice of independent legal counsel (if sought).\n10.3 Amendment: This Agreement may only be amended by a written agreement executed by the duly authorized representatives of the Parties.\n10.4 Entire Agreement: This Agreement, and any amendments thereto signed by the duly authorized representatives of the Parties, constitute the complete and exclusive statement of terms and conditions between the Parties with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements, oral or written statements which are inconsistent herewith, whether or not such other agreements have been signed by the employees, students or other agents of the Parties.\n10.5 Export Controls: The Parties shall comply with any law, by-law, regulation, rule, order, ruling, policy or directive, from any relevant jurisdictional authority or body, governing or controlling the transfer, export, retransfer, re-export or furnishing of information. Each Party shall inform the other Party of any restriction or control applying to the circulation of any given information prior to disclosing such information to such other Party, or as soon as possible after such restriction or control comes into force. Neither Party will disclose information under this Agreement that is controlled or otherwise restricted from use or export under the International Traffic in Arms Regulations (ITAR).\n10.6 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Quebec and the laws of Canada applicable therein. The Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Quebec for any legal proceedings arising out of this Agreement or the performance of the obligations hereunder.\n10.7 Language: The Parties hereto have requested that this Agreement and all correspondence and all documentation relating to this Agreement, be written in the English language. Les parties aux pr\u00e9sentes ont exig\u00e9 que la pr\u00e9sente entente, de m\u00eame que toute la correspondance et la documentation relative \u00e0 cette entente, soient r\u00e9dig\u00e9es en langue anglaise.\n10.8 Notices: All notices under the terms of this Agreement shall be given in writing and sent by registered mail, electronic mail, or delivered by hand to the following addresses.\nCONCORDIA UNIVERSITY (COMPANY)\n1455 de Maisonneuve Blvd. West GM-910 Address:\nMontr\u00e9al, Qu\u00e9bec H3G 1M8\nAttention: Attention:\nEmail : Email :\nAll notices shall be presumed to have been received when they are hand delivered or transmitted via email, or five (5) Business days after their mailing by registered mail or courier.\n10.9 Publicity and use of name: Neither Party shall, without prior written authorization from the other, use the logo, any trade or service mark(s) owned or controlled by the other Party. Additionally, neither Party shall use the name of the other Party, nor of any employee of the other Party, in any advertising or publicity without the prior written approval of an authorized representative of the other Party. Notwithstanding the foregoing, the Parties agree that each Party shall be free to disclose the following without prior authorization of the other Party: the names of the Parties; the nature of the relationship established herein; and, the duration of the Agreement.\n10.10 Remedies cumulative: No single or partial exercise of any right or remedy under this Agreement shall preclude any other or further exercise of any other right or remedy in this Agreement or as provided at law or in equity. Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity.\n10.11 Severability: If any provision, or portion thereof, of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is hereby declared to be separate, severable and distinct.\n10.12 Signatures: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument, and signatures transmitted in electronic form, including without limitation a PDF file, shall be acceptable to bind each Party and shall not affect the validity of the Agreement in any way.\n10.13 Waiver: A term or condition of this Agreement can be waived or modified only by written consent of the Parties. No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\nAGREED TO AND SIGNED by the duly authorized representatives of the Parties.\nCONCORDIA UNIVERSITY COMPANY\nBy: By:\nName: Name:\nTitle: Title:\nDate: Date:\nAcknowledgement to a Non-Disclosure Agreement\nI, Dr. [researcher\u2019s name], having read and understood the Non-Disclosure Agreement (the \u201cNDA\u201d) to be entered into between [company name] (\u201cCompany\u201d) and Concordia University (\u201cConcordia\u201d), hereby agree to act in accordance with all the terms and conditions therein.\nI further agree to ensure that all Concordia participants who will be provided access to Company\u2019s Confidential Information, as such term is defined in the NDA, are informed of their obligations under such terms and conditions, and to procure from them an executed Intervention of a Participant, attached hereto as Appendix A, prior to providing them access to the Confidential Information.\nDate:\n[print name]\nRecipient Scientist\nAppendix A\nINTERVENTION OF A PARTICIPANT\nIMPORTANT: IT IS THE RECIPIENT SCIENTIST\u2019S RESPONSIBILITY TO ENSURE THAT THIS INTERVENTION IS SIGNED BY ALL PARTICIPANTS WHO SHALL BE RECEIVING CONFIDENTIAL INFORMATION UNDER THE NON-DISCLOSURE AGREEMENT AND COPIES ARE PROVIDED TO OOR.\nWhereas Concordia University (\u201cConcordia\u201d) has entered into a non-disclosure agreement dated _________ (the \u201cNDA\u201d) with XXX (the \u201cCompany\u201d);\nWhereas, I ______________________ understand that information related to discussions with the Company to explore a collaboration on XXXX, received, or accessed directly or indirectly, by me (the \u201cConfidential Information\u201d), is subject to the terms and conditions of the NDA;\nI hereby agree to:\ni. treat the Confidential Information as confidential at all times;\nii. use the Confidential Information only as directed by Dr. _________________;\niii. maintain the Confidential Information in a secure manner that restricts access by any individual not approved and/or directed by Dr. _______________________;\niv. maintain the confidentiality of Confidential Information and not disclose Confidential Information to any third party;\nv. to return to Dr. ________________________ the Confidential Information, and all copies thereof, upon receipt of a written request to this effect from Dr. _____________________ and/or prior to the termination of my studies/employment at Concordia;\nvi. cooperate with Concordia in ensuring compliance with all applicable export regulations and restrictions which may apply to the Confidential Information.\nSignature:\nDate:______\n", "spans": [ [ 0, 24 ], [ 25, 71 ], [ 72, 142 ], [ 142, 313 ], [ 314, 317 ], [ 318, 416 ], [ 416, 450 ], [ 450, 472 ], [ 472, 530 ], [ 530, 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"NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 22, 33 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 38, 39 ] }, "nda-13": { "choice": "Entailment", "spans": [ 42, 45 ] }, "nda-5": { "choice": "Entailment", "spans": [ 33 ] }, "nda-4": { "choice": "Entailment", "spans": [ 30, 31 ] } } } ], "document_type": "search-pdf", "url": "https://www.concordia.ca/content/dam/concordia/offices/vprgs/docs/OOR104E_Non-Disclosure_Agreement-Company.pdf" }, { "id": 318, "file_name": "One-Way-Non-Disclosure-Agreement-EN.pdf", "text": "NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT [the Agreement] is entered into on this [insert number of day] day of [insert Month and year] by and between:\n1. [Insert official name of the potential partner or participant], having its registered office or based in [insert the Legal Address of the Entity] hereinafter referred to as [the Disclos-er] and\n2. [Insert official name of the potential partner or participant], having its registered of-fice or based in [insert the Legal Address of the Entity] hereinafter referred to as [the Recipient]\nWHEREAS:\nThe Discloser and Recipient hereto desire [to participate in early discussions regarding the entering into future collaboration as a European Funded Project in the field of (\u2026.)] or [to submit a proposal for a collaborative project in response to the call (identify the call) under (identify the EU-funded Programme)] or [to evaluate entering into partnership or business collaboration for the purpose of (identify the undertaking intended to perform)] Throughout the aforementioned discussions, the Discloser may share proprietary infor-mation or Confidential Information with the Recipient subject to the terms and cove-nants set forth below.\nNOW IT IS AGREED AS FOLLOWS:\n1. Confidential Information\n1.1 For the purposes of this Agreement, Confidential Information means any data or proprietary information of the Discloser that is not generally known to the public or has not yet been revealed, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to:\n(i) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;\n(ii) any concepts, samples, reports, data, know-how, works-in-progress, designs, drawings, photographs, development tools, specifications, software pro-grams, source code, object code, flow charts, and databases;\n(iii) any marketing strategies, plans, financial information, or projections, opera-tions, sales estimates, business plans and performance results relating to the Discloser\u2019s past, present or future business activities, or those of its affiliates, subsidiaries and affiliated companies;\n(iv) trade secrets; plans for products or services, and customer or supplier lists;\n(v) any other information that should reasonably be recognized as Confidential Information by the Discloser.\n1.2 The Discloser and the Recipient agree hereby that Confidential Information needs not to be novel, unique, patentable, copyrightable or constitutes a trade secret in order to be designated Confidential Information and therefore protected.\n1.3 Confidential Information shall be identified either by marking it, in the case of writ-ten materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the Recipient of the confidential nature of the infor-mation. Such notification shall be done orally, by e-mail or written correspondence, or via other appropriate means of communication.\n1.4 The Recipient hereby acknowledge that the Confidential Information proprietary of the Discloser has been developed and obtained through great efforts and shall be re-garded and kept as Confidential Information.\n1.5 Notwithstanding the aforementioned Confidential Information shall exclude infor-mation that:\n(i) is already in the public domain at the time of disclosure by the Discloser to the Recipient or thereafter enters the public domain without any breach of the terms of this Agreement;\n(ii) was already known by the Recipient before the moment of disclosure (under evidence of reasonable proof or written record of such disclosure);\n(iii) is subsequently communicated to the Recipient without any obligation of confidence from a third party who is in lawful possession thereof and under no obligation of confidence to the Discloser;\n(iv) becomes publicly available by other means than a breach of the confi-dentiality obligations by the Recipient (not through fault or failure to act by the Recipient);\n(iv) is or has been developed independently by employees, consultants or agents of the Recipient (proved by reasonable means) without violation of the terms of this Agreement or reference or access to any Confidential Information pertaining to the Discloser.\n2. Purpose of the Disclosure of Confidential Information\nThe Discloser and Recipient will enter on discussions regarding future collaboration to-ward European Funded Project in the field of (cid:896)\u2026.] or [will submit a proposal for a collabo-rative project in response to the call (identify the call) under (identify the EU funded Pro-gramme)] or [will enter into or evaluate alternatives for partnership or collaboration with [name of the Recipient] for the purpose of [identify the undertaking intended to perform or achieve].\n3. Undertakings of the Recipient\n3.1 In the context of discussions, preparations or negotiations, the Discloser may disclose Confidential Information to the Recipient. The Recipient agrees to use the Confidential Information solely in connection with purposes contemplated in this Agreement and not to use it for any other purpose or without the prior written consent of the Discloser.\n3.2 The Recipient will not disclose and will keep confidential the information received, except to its employees, representatives or agents who need to have access to the Con-fidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in clause 2. The Recipient will inform them about the con-fidential quality of the information provided and will ensure that their agreement is ob-tained to keep it confidential on the same terms as set forth in this Agreement. Hence the Recipient will be responsible for ensuring that the obligations of confidentiality and non-use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents.\n3.3 The Recipient will use the Confidential Information exclusively for the permitted pur-pose stated in clause 2 and not use the information for its own purposes or benefit.\n3.4 The Recipient will not disclose any Confidential Information received to any third parties, except as otherwise provided for herein.\n3.5 The Recipient shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information.\n3.6 All Confidential Information disclosed under this Agreement shall be and remain un-der the property of the Discloser and nothing contained in this Agreement shall be con-strued as granting or conferring any rights to such Confidential Information on the Recip-ient. Principally, nothing in this Agreement shall be deemed to grant to the Recipient a licence expressly or by implication under any patent, copyright or other intellectual property right. The Recipient hereby acknowledges and confirms that all the existing and future intellectual property rights related to the Confidential Information are exclusive titles of the Discloser. For the sake of clarity based in good faith, the Recipient will not apply for or obtain any intellectual property protection in respect of the Confidential Information received. Likewise any modifications and improvements thereof by the Re-cipient shall be the sole property of the Discloser.\n3.7 The Recipient shall promptly return or destroy all copies (in whatever form repro-duced or stored), including all notes and derivatives of the Confidential Information dis-closed under this Agreement, upon the earlier of (i) the completion or termination of the dealings contemplated in this Agreement; (ii) or the termination of this Agreement; (iii) or at the time the Discloser may request it to the Recipient.\n3.8 Notwithstanding the foregoing, the Recipient may retain such of its documents as required to comply with mandatory law, provided that such Confidentiality Information or copies thereof shall be subject to an indefinite confidentiality obligation.\n3.9 In the event that the Recipient is asked to communicate the Confidential Information to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Discloser of the terms of such disclosure and will collaborate to the extent practicable with the Discloser in order to comply with the order and preserve the confidentiality of the Confidential Information.\n3.10 The Recipient agrees that the Discloser will suffer irreparable damage if its Confi-dential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Discloser shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such a breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.\n3.11 The Recipient shall immediately notify upon becoming aware of any breach of con-fidence by anybody to whom it has disclosed the Confidential Information and give all necessary assistance in connection with any steps which the Discloser may wish to take prevent, stop or obtain compensation for such a breach or threatened breach.\n3.12 The Confidential Information subject to this Agreement is made available \"as such\" and no warranties of any kind are granted or implied with respect to the quality of such information including but not limited to, its applicability for any purpose, non-infringement of third party rights, accuracy, completeness or correctness. Further, the Discloser shall not have any liability to the Recipient resulting from any use of the Confi-dential Information.\n3.13 The Discloser is not under any obligation under this Agreement to disclose any Con-fidential Information it chooses not to disclose.\n3.14 Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Discloser and Recipient.\n4. Miscellaneous\n4.1 Duration and Termination\n4.1.1 This Agreement shall remain in effect for a term of [number of months or years] term. Notwithstanding the foregoing, the Recipient\u2019s duty to hold in confidence Confi-dential Information that was disclosed during the term shall remain in effect indefinitely, save otherwise agreed.\n4.1.2 If the Discloser and Recipient succeed in the call for proposal referred to in clause 2 and sign the corresponding Grant Agreement (GA) and Consortium Agreement (CA), or entered into partnership under any other kind of collaborative agreement (COA) or asso-ciation agreement (AA), the non-disclosure provisions of the CA, COA and AA shall [sup-plement or supersede] this Agreement. In the event that non-disclosure provisions are not provided for the said private agreements in equal terms as stated herein, this Agreement shall remain in force until the end of the collaboration undertaken or after [months or years] of its termination.\n4.2 Applicable Law and Jurisdiction\nThis Agreement shall be construed and interpreted by the laws of [choose the applicable law]. The court of [choose the jurisdiction to settle disputes] shall have jurisdiction.\n4.3 Validity\nIf any provisions of this Agreement are invalid or unenforceable, the validity of the re-maining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that will meet the purpose of the invalid or unenforceable provision as closely as possible.\n4.4 Subsequent Agreements\nAncillary agreements, amendments or additions hereto shall be made in writing.\n4.5 Communications\nAny notices or communications required may be delivered by hand or e-mail, mailed by registered mail to the address of the Recipient/Discloser as indicated above. Any subse-quent modification of addresses should be reasonably communicated in advance to the effect of this Agreement.\nIN WITNESS WHEREOF, the Parties hereto have caused this Non-Disclosure Agreement to be executed as of the date stated above.\nFOR [insert name of participant or potential or current partner]\n[insert name of representative]\n[insert title]\nDone at [place] on [date]\nFor more information, please consult our fact sheets on \u201cHow to manage confidential business information\u201d and \u201cNon-disclosure agreement: a business tool\u201d which are available in our online library:\nhttp://www.iprhelpdesk.eu/node/1265\nhttp://www.iprhelpdesk.eu/node/969\nGET IN TOUCH\nFor comments, suggestions or further information, please contact\nEuropean IPR Helpdesk\nc/o infeurope S.A.\n62, rue Charles Martel\nL-2134, Luxembourg\nEmail: service@iprhelpdesk.eu\nPhone: +352 25 22 33 - 333\nFax: +352 25 22 33 \u2013 334\nwww.iprhelpdesk.eu\n", "spans": [ [ 0, 24 ], [ 25, 149 ], [ 150, 346 ], [ 347, 539 ], [ 540, 548 ], [ 549, 1002 ], [ 1002, 1193 ], [ 1194, 1222 ], [ 1223, 1250 ], [ 1251, 1255 ], [ 1255, 1549 ], [ 1550, 1677 ], [ 1678, 1890 ], [ 1891, 2177 ], [ 2178, 2261 ], [ 2262, 2370 ], [ 2371, 2375 ], [ 2375, 2612 ], [ 2613, 2892 ], [ 2892, 3017 ], [ 3018, 3022 ], [ 3022, 3232 ], [ 3233, 3329 ], [ 3330, 3515 ], [ 3516, 3662 ], [ 3663, 3862 ], [ 3863, 4032 ], [ 4033, 4291 ], [ 4292, 4348 ], [ 4349, 4822 ], [ 4823, 4855 ], [ 4856, 4860 ], [ 4860, 4991 ], [ 4991, 5208 ], [ 5209, 5213 ], [ 5213, 5513 ], [ 5513, 5516 ], [ 5516, 5731 ], [ 5731, 5985 ], [ 5986, 5990 ], [ 5990, 6160 ], [ 6161, 6165 ], [ 6165, 6297 ], [ 6298, 6302 ], [ 6302, 6436 ], [ 6437, 6707 ], [ 6707, 6892 ], [ 6892, 7080 ], [ 7080, 7258 ], [ 7258, 7372 ], [ 7373, 7377 ], [ 7377, 7598 ], [ 7598, 7680 ], [ 7680, 7723 ], [ 7723, 7790 ], [ 7791, 8041 ], [ 8042, 8046 ], [ 8046, 8488 ], [ 8489, 8494 ], [ 8494, 8942 ], [ 8943, 8948 ], [ 8948, 9277 ], [ 9278, 9283 ], [ 9283, 9611 ], [ 9611, 9736 ], [ 9737, 9742 ], [ 9742, 9874 ], [ 9875, 9880 ], [ 9880, 10044 ], [ 10045, 10061 ], [ 10062, 10090 ], [ 10091, 10097 ], [ 10097, 10183 ], [ 10183, 10377 ], [ 10378, 10384 ], [ 10384, 10766 ], [ 10766, 11021 ], [ 11022, 11057 ], [ 11058, 11152 ], [ 11152, 11234 ], [ 11235, 11247 ], [ 11248, 11379 ], [ 11379, 11565 ], [ 11566, 11591 ], [ 11592, 11670 ], [ 11671, 11689 ], [ 11690, 11853 ], [ 11853, 11972 ], [ 11973, 12097 ], [ 12098, 12162 ], [ 12163, 12194 ], [ 12195, 12209 ], [ 12210, 12235 ], [ 12236, 12432 ], [ 12433, 12468 ], [ 12469, 12503 ], [ 12504, 12516 ], [ 12517, 12581 ], [ 12582, 12595 ], [ 12595, 12603 ], [ 12604, 12622 ], [ 12623, 12645 ], [ 12646, 12664 ], [ 12665, 12694 ], [ 12695, 12721 ], [ 12722, 12746 ], [ 12747, 12765 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 23, 51, 52, 53 ] }, "nda-15": { "choice": "Entailment", "spans": [ 21, 45, 46, 47, 48, 49 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 10, 13, 14 ] }, "nda-1": { "choice": "Entailment", "spans": [ 18 ] }, "nda-19": { "choice": "Entailment", "spans": [ 55, 73 ] }, "nda-12": { "choice": "Entailment", "spans": [ 22, 27 ] }, "nda-20": { "choice": "Entailment", "spans": [ 55 ] }, "nda-3": { "choice": "Entailment", "spans": [ 10, 18 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 35 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 57 ] }, "nda-13": { "choice": "Entailment", "spans": [ 22, 25 ] }, "nda-5": { "choice": "Entailment", "spans": [ 35 ] }, "nda-4": { "choice": "Entailment", "spans": [ 33, 40 ] } } } ], "document_type": "search-pdf", "url": "https://www.iprhelpdesk.eu/sites/default/files/newsdocuments/One-Way-Non-Disclosure-Agreement-EN.pdf" }, { "id": 319, "file_name": "P27CB13028.pdf", "text": " NON-DISCLOSURE / CONFIDENTIALITY AGREEMENT\nThis form was designed to be completed electronically. Use the tab key to move from field to field. This Non-Disclosure Agreement is entered into as of the day of 20 (\u201cEffective Date\u201d), between the Toronto Transit, having a place of business located 1900 Yonge Street, Toronto, Ontario, (hereinafter referred to \u201cTTC\u201d) and, ________________________ having a place of business at (hereinafter referred to as \u201cCompany\u201d).\nWHEREAS the TTC is issuing a Request for Proposals for the Provision of Armoured Car Services For a Five Year Term, Request for Proposal No. P27CB10251 (\u201cRFP\u201d), and the Company is interested on receiving a copy of the RFP in order to determine whether to submit a bid based on the RFP (\u201cPurpose\u201d).\nWHEREAS the Company requires certain Confidential Information from the TTC subject to the terms and conditions set forth below.\nCLAUSE 1. DEFINITIONS\n1.1 In this Agreement, \u201cConfidential Information\u201d means all information, including, but not limited to;\n\u2022 Facility layout, office / room locations, and contents,\n\u2022 Facility design and construction materials used,\n\u2022 Physical facility security features, alarms and access control systems,\n\u2022 Any diagrams or drawings related to the facility or any of its systems,\n\u2022 Number of facility employees and staffing levels,\n\u2022 Personal information about Revenue Operations employees,\n\u2022 Information related to employee work schedules and driver routes,\n\u2022 Revenue processing equipment and processing operations,\n\u2022 Type and/or quantity of financial assets on-hand,\n\u2022 Type and/or quantity of financial assets collected or processed daily,\n\u2022 Time, frequency and amount of bank deposits,\n\u2022 General revenue information and statistical data,\n\u2022 Numbers and locations of surveillance cameras,\n\u2022 Information about Revenue Operations fleet vehicles & security features,\n\u2022 Information about ATA client accounts,\n\u2022 Information about to Revenue Operations equipment & prototypes,\n\u2022 Any special security features of TTC fare media types,\n\u2022 Operating policies and procedures pertaining to the day-to-day activities of the Revenue Operations Department,\nwhether disclosed in writing, orally, machine readable form, through personal observation(s), or third party word of mouth.\nNote: Use or possession of cell phones, cameras, audio or video recording devices is prohibited inside the Patten Building, without the prior written permission of the TTC\u2019s Revenue Operations Loss Prevention Section.\nCLAUSE 2. USE AND DISCLOSURE OF CONFIDENTIAL INFORMATION\n2.1 The Company shall:\n2.1.1 Use the Confidential Information solely for the Purpose as set out above;\n2.1.2 Hold the Confidential Information in confidence and shall not sell, assign, transfer or otherwise disclose the Confidential Information, or any information or materials derived there from, to any third party without the prior consent of the TTC, save and except as otherwise provided herein;\n2.1.3 Employ at least the same degree of care to protect the secrecy and confidentiality of the Confidential Information as it uses to protect its own confidential and proprietary information and materials, but in no event less than reasonable care; and\n2.1.4 Restrict the release, access and use of the Confidential Information to those employees and officers who must have access to the Confidential Information in order to permit the Company, in good faith, to determine whether to submit a bid based on the RFP, save and except as otherwise provided herein;\n2.1.5 Ensure that each person to whom Confidential Information is disclosed to in accordance with Clause 2.1.4 is advised, prior to the disclosure, of the confidential nature of the Confidential Information.\n2.2 The Company shall not:\n2.2.1 Remove any proprietary, copyright, trade secret or other proprietary rights legend from any form of Confidential Information; or\n2.2.2 Make any public announcement of disclosure concerning the contents of this Agreement beyond the disclosures authorized hereunder without the prior written consent of the TTC.\n2.3 Immediately upon written request by the TTC and subject to any statutory requirement, the Company shall return all copies of the Confidential Information in its possession to the requesting party or certify that all copies in its possession or control have been destroyed.\n2.4 In the event of a breach of any of the foregoing provisions, TTC and the Company agree that the harm suffered by the TTC would not be compensable by monetary damages alone and accordingly, that the TTC shall, in addition to other available legal or equitable remedies, be entitled to an injunction against such breach.\nCLAUSE 3. EXCEPTIONS\n3.1 Notwithstanding anything to the contrary herein, the Company\u2019s confidentiality obligations shall not apply to Confidential Information that:\n3.1.1 Is known to the Company at the time of disclosure;\n3.1.2 Is independently developed by the Company provided that party can show that such development was accomplished without the use of or any reference to the Confidential Information;\n3.1.3 Becomes known to the Company from another source without confidentiality restriction on subsequent disclosure or use, provided that such source is not in breach of its obligations of non-disclosure;\n3.1.4 Is or becomes a part of the public domain through no wrongful act of the Company; or\n3.1.5 Is subsequently publicly disclosed by the TTC.\nCLAUSE 4. DISCLOSURE BY LAW\n4.1 Should the Company be required by law or policy or be requested by legal process or regulatory authority to disclose any Confidential Information, the Company will provide the TTC with prompt written notice of such requirement or request so that the TTC may seek an appropriate protection order or pursue such other action, remedy or assurance necessary to preserve the confidentiality of the Confidential Information, or waive compliance with any of the provisions of this Agreement, or both; and the Company will fully co-operate with and not oppose the TTC in respect of such matters. If, in the absence of either a protective order or a waiver by the other party, the Company, in the reasonable opinion of reputable legal counsel, are required by law to disclose any Confidential Information or stand liable for contempt or to suffer other censure or penalty on any failure to so disclose, the Company may, without liability hereunder, disclose that portion, and only that portion, of the Confidential Information that is required to be disclosed.\nCLAUSE 5. NO IMPLIED OBLIGATIONS\n5.1 Unless a written agreement with respect to the Purpose is entered into by the Parties (and except for the matters specifically agreed to herein), neither party shall be under any legal obligation with respect to the Purpose or otherwise by virtue of this Agreement or any written or oral expression with respect to the Purpose by any of their respective directors, officers, employees or agents.\nCLAUSE 6. GENERAL PROVISIONS\n6.1.1 This Agreement may not be assigned by either party in whole or in part, without the other party\u2019s written consent.\n6.1.2 If any provisions, or portion thereof, of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is hereby declared to be separate, severable and distinct.\n6.1.3 A term or condition of this Agreement can be waived or modified only by written consent of both parties. No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\n6.1.4 No single or partial exercise of any right or remedy under this Agreement shall preclude any other or further exercise of any other right or remedy in this Agreement or as provided at law or in equity. Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity.\n6.1.5 This Agreement constitutes the complete and exclusive statement of the terms and conditions between them with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written statements which are inconsistent herewith.\n6.1.6 Title to the information and any copies thereof shall remain in the disclosing party.\n6.1.7 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada.\n6.1.8 This Agreement may only be modified by written agreement of both parties.\n6.1.9 Both parties\u2019 obligations of confidentiality shall continue for a period of three (3) years following the last disclosure of Confidential Information.\n6.1.10 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. Counterparts may be executed either in original or faxed form and the parties adopt any signatures received by a receiving fax machine as original signatures of the parties; provided, however, that any party providing its signature in such manner shall promptly forward to the other party an original of the signed copy of this Agreement which was so faxed.\nToronto Transit Commission Company\nDate: Date:\nBy: ________________________ By: ______________________\nAuthorized Signature Authorized Signature\nName (print or type) Name (print or type)\nChief Revenue Operations Officer\nRevenue Operations Department Title (print or type)\nI have the authority to bind the Company\n", "spans": [ [ 0, 1 ], [ 1, 43 ], [ 44, 99 ], [ 99, 144 ], [ 144, 368 ], [ 368, 393 ], [ 393, 462 ], [ 463, 760 ], [ 761, 888 ], [ 889, 896 ], [ 896, 910 ], [ 911, 915 ], [ 915, 1014 ], [ 1015, 1072 ], [ 1073, 1123 ], [ 1124, 1197 ], [ 1198, 1271 ], [ 1272, 1323 ], [ 1324, 1382 ], [ 1383, 1450 ], [ 1451, 1508 ], [ 1509, 1560 ], [ 1561, 1633 ], [ 1634, 1680 ], [ 1681, 1732 ], [ 1733, 1781 ], [ 1782, 1856 ], [ 1857, 1897 ], [ 1898, 1963 ], [ 1964, 2020 ], [ 2021, 2134 ], [ 2135, 2258 ], [ 2259, 2265 ], [ 2265, 2476 ], [ 2477, 2484 ], [ 2484, 2533 ], [ 2534, 2538 ], [ 2538, 2556 ], [ 2557, 2563 ], [ 2563, 2636 ], [ 2637, 2643 ], [ 2643, 2934 ], [ 2935, 3188 ], [ 3189, 3195 ], [ 3195, 3496 ], [ 3497, 3503 ], [ 3503, 3704 ], [ 3705, 3709 ], [ 3709, 3731 ], [ 3732, 3738 ], [ 3738, 3866 ], [ 3867, 3873 ], [ 3873, 4047 ], [ 4048, 4324 ], [ 4325, 4329 ], [ 4329, 4647 ], [ 4648, 4655 ], [ 4655, 4668 ], [ 4669, 4813 ], [ 4814, 4820 ], [ 4820, 4870 ], [ 4871, 4877 ], [ 4877, 5055 ], [ 5056, 5062 ], [ 5062, 5260 ], [ 5261, 5267 ], [ 5267, 5351 ], [ 5352, 5358 ], [ 5358, 5404 ], [ 5405, 5412 ], [ 5412, 5432 ], [ 5433, 5437 ], [ 5437, 6025 ], [ 6025, 6488 ], [ 6489, 6496 ], [ 6496, 6521 ], [ 6522, 6526 ], [ 6526, 6921 ], [ 6922, 6929 ], [ 6929, 6950 ], [ 6951, 6957 ], [ 6957, 7071 ], [ 7072, 7078 ], [ 7078, 7459 ], [ 7460, 7466 ], [ 7466, 7571 ], [ 7571, 7835 ], [ 7836, 7842 ], [ 7842, 8044 ], [ 8044, 8176 ], [ 8177, 8183 ], [ 8183, 8434 ], [ 8435, 8526 ], [ 8527, 8533 ], [ 8533, 8646 ], [ 8647, 8653 ], [ 8653, 8726 ], [ 8727, 8733 ], [ 8733, 8883 ], [ 8884, 8891 ], [ 8891, 9092 ], [ 9092, 9449 ], [ 9450, 9484 ], [ 9485, 9496 ], [ 9497, 9501 ], [ 9501, 9526 ], [ 9526, 9530 ], [ 9530, 9552 ], [ 9553, 9594 ], [ 9595, 9616 ], [ 9616, 9636 ], [ 9637, 9669 ], [ 9670, 9721 ], [ 9722, 9762 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 92 ] }, "nda-10": { "choice": "Entailment", "spans": [ 48, 52 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 48, 50 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 98 ] }, "nda-12": { "choice": "Entailment", "spans": [ 58, 62 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 53 ] }, "nda-3": { "choice": "Entailment", "spans": [ 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 37, 41, 44 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 72 ] }, "nda-13": { "choice": "Entailment", "spans": [ 58, 64 ] }, "nda-5": { "choice": "Entailment", "spans": [ 44 ] }, "nda-4": { "choice": "Entailment", "spans": [ 37, 39 ] } } } ], "document_type": "search-pdf", "url": "http://www.ttc.ca/TTC_Business/Materials_and_procurement/Ads_PandS/PDF%20Files/P27CB13028.pdf" }, { "id": 320, "file_name": "Petrolube_NDA.pdf", "text": "CONFIDENTIALITY and NON-DISCLOSURE AGREEMENT\nThis Agreement is made between: (Your Company Name and Address) And Petro-Lubricant Testing Laboratories, Inc. a company incorporated the United States of America having offices at 116 Sunset Inn\nRoad, P.O. Box 300, Lafayette, NJ 07848 (herein after referred to as \"Petro-Lube\")\n1) NOW THEREFORE IT IS AGREED AS FOLLOWS:\n1.1) The following expressions shall have the meanings specified in the Clause.\n1.2) \"Disclosing Party\" means, in respect of any Sample, the Party providing such Sample either directly or indirectly to the other Party.\n1.3) \"Effective Date\" means the date of signing of this Agreement by the later Party to sign.\n1.4) \"Evaluation\" means an evaluation by the Receiving Party of the Disclosing Party's Samples for the purpose of testing against those methods as specified in the Disclosing Party's Purchase Order. All tests available reside in the Petro-Lube Testing Brochure or on the Petro-Lube web site or by quotation.\n1.5) \"Party\" means (Your Company Name), or Petro-Lube, as the context so requires, and \"Parties\" means (Your Company Name), or Petro-Lube, as the context so requires and its Assigns.\n1.6) \"Receiving Party\" means, in respect of any Sample, the Party receiving such Sample either directly or indirectly from the other Party.\n1.7) \"Results\" means the test results, findings and conclusions arising from the Evaluation.\n1.8) \"Sample\" means any sample for testing provided to Petro-Lube by or on behalf of (Your Company Name) under this Agreement.\n2) Supply of Samples\n2.1) (Your Company Name) shall supply, or arrange for supply, to Petro-Lube such Samples as are deemed necessary for the completion of the Evaluations. The nature, quantity and types of Samples to be supplied shall coincide with Petro-Lube's capabilities.\n2.2) The supply of Samples by (Your Company Name) to Petro-Lube is neither a sale nor an offer for sale, and all Samples are offered to Petro-Lube by (Your Company Name) for experimental and evaluation purposes only.\n3) Evaluation and Restricted Use\n3.1) Subject to Clauses 3.2 and 3.3, Petro-Lube is authorized to perform Evaluations on (Your Company Name) Samples.\n3.2) In consideration of the provision to it of, and its right to use, Samples, Petro-Lube agrees:\n3.2.1) Not to analyze, or have analyzed, any Sample in order to determine its chemical structure or composition nor permit any third parties to do the same.\n3.2.2) Subject to Clause 3.2.4, not to pass or convey all or any part of any Sample to any third party without the express consent of (Your Company Name).\n3.2.3) Not to use any Sample for any purpose other than to perform those Evaluations as directed by (Your Company Name).\n3.2.4) to use all reasonable means to keep the Samples secure and limit dissemination of Samples to those of its employees who require access to the Samples for the purpose of Evaluation and, in any event, subject to Clause 3.3. Petro-Lube further agrees and acknowledges that Samples may be developmental only, and warrants that it is aware of and competent to deal with the potential hazardous nature of any Sample and takes full responsibility for all health, safety and environmental considerations which may arise from the possession and/or use of any Sample.\n3.3) Petro-Lube shall assure that the confidential nature of any Sample is brought to the attention of any of its employees to whom Samples are provided pursuant to Clause 3.2.4 and that each such employee has agreed to be bound by Petro-Lube's obligation of secrecy/restricted use no less stringent than those set out in this Agreement.\n3.4) At the conclusion of the Evaluation Petro-Lube shall either return promptly to (Your Company Name) or it's Assigns, or at (Your Company Name)'s option, destroy any remaining Sample in whatever form then in its possession or control and verify such to (Your Company Name).\n3.5) Petro-Lube agrees to provide a test report to (Your Company Name) of the results of the Evaluations in a form that does not disclose information which Petro-Lube deems to constitute confidential information regarding (Your Company Name), Petro-Lube, or any other third party.\n4) Non-Disclosure of Confidential Information\n4.1) It shall not be necessary for either Party to disclose to the other Party any confidential technical or commercial data or information about its products, technology, processes, commercial activities or otherwise for the purposes of this Agreement. To the extent that either Party does disclose such data or information to the other Party, the other Party shall be entitled to regard such information as non-confidential in the absence of a written agreement between the Parties otherwise.\n5) Export Control\n5.1) Petro-Lube certifies that, in exercising its rights and carrying out its obligations under this Agreement, it shall comply with all applicable governmental laws, regulations, decrees and orders governing the export and re-export of goods, technology and software including, without limitation, the U.S. Export Administration Regulations and European Council Regulation 428/2009 and all amendments to such Regulations.\n6) Liability\n6.1) This Clause sets out the entire liability of the Parties to each other, whether in contract, tort or otherwise, arising from or in connection with this Agreement.\n6.2) Nothing in this Agreement shall operate to exclude or limit the liability of either Party for death or personal injury arising from its negligence, fraudulent misrepresentation or any other liability to the extent the same may not be excluded or limited as a matter of law.\n6.3) Subject in any event to Clause 6.2, the Parties in this Agreement shall not be liable to each other, whether in contract, tort, (including negligence) or otherwise, under this Agreement for any loss of business, loss of products, loss of anticipated or actual profit, loss of goodwill or reputation, loss caused by business interruption or (without prejudice to any heads of loss expressly set out in Clause 6.3) any indirect, special or consequential cost, expense, loss or damage, even if such cost, expense, loss or damage was reasonably foreseeable or might have reasonably been contemplated by either Party.\n6.4) Petro-Lube agrees and acknowledges that, to the fullest extent permitted by applicable law, (Your Company Name) makes no representation or warranty as to the satisfactory quality, suitability or fitness for purpose of any Samples and, save as expressly provided otherwise in this Agreement, shall not be liable, in negligence or otherwise, for any damage arising from or in connection with any use made by Petro- Lube of any Samples or any allegation that such use infringes any third party intellectual property rights or otherwise.\n6.5) To the fullest extent permitted by applicable law, each Party shall be responsible for, and shall indemnify and hold harmless the other Party from all claims, losses, damages, reasonable costs (including legal costs), reasonable expenses and liabilities in respect of:\n6.5.1) loss or damage to any property of either Party to this Agreement arising from or relating to the performance of the Agreement.\n6.5.2) personal injury, including death or disease, to any person employed by either Party to this Agreement arising from or relating to the performance of this Agreement, even if any such injury, loss or damage arises out of any negligence, act or omission of either Party in the performance of this Agreement.\n7) Miscellaneous\n7.1) Nothing in this Agreement shall be construed as an obligation on either Party to enter into any further agreement of any kind or as granting any license under any patent or other intellectual property rights other than those specifically set out in this Agreement.\n7.2) Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.\n7.3) This Agreement shall come into force on the Effective Date.\n7.4) The Evaluation and supply of Samples will commence as soon as is practicable after the Effective Date. This Agreement will last for one year from the Effective Date. The obligations under this agreement shall continue to remain in force for a period of five (5) years from the Effective Date. This Agreement may be terminated by either Party at any time by giving thirty (30) days prior written notification. This Agreement may be extended by mutual agreement and written consent of both Parties.\n7.5) No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act of 1999 by any person who is not a Party to this Agreement. The consent of any third party shall not be required for the variation or termination of this Agreement, even if that variation or termination affects the benefit conferred on that third party.\n7.6) This Agreement constitutes the whole agreement between the Parties relating to its subject matter and supersedes all prior oral or written agreements, drafts, understandings, undertakings, representations or arrangements relating to the subject matter of this Agreement, except in the case of fraud.\n7.7) No amendment, modification or waiver of any term of this Agreement shall be effective unless made in writing and signed by each of the Parties.\n7.8) The existence, terms, and subject matter of this Agreement are confidential between the Parties and are not to be disclosed to any third parties.\n7.9) If one or more provisions of this Agreement is or are declared by any court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions contained in this Agreement will not be affected or impaired in any way.\n8) Governing Law and Jurisdiction\n8.1) This Agreement, and the relationship between (Your Company Name) and Petro-Lubricant Testing Laboratories, Inc. under this Agreement, shall in all respects be interpreted in accordance with and governed by the laws of the United States of America and the State of (Your State), and the Parties agree to submit to the exclusive jurisdiction of those courts in relation to any dispute arising out of or in connection with this Agreement (whether based in contract, tort (including negligence) or otherwise).\nAs Witness Thereof, the Parties have caused the Agreement to be executed in duplicate original on the dates indicated below.\nFor and on behalf of: (Your Company Name)\nSignature: ____\nName:______________________\nTitle: ______________________\nDate: _________________________________\nFor and on behalf of:\nPetro-Lubricant Testing Laboratories, 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}, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 19, 23 ] }, "nda-4": { "choice": "Entailment", "spans": [ 19, 22 ] } } } ], "document_type": "search-pdf", "url": "https://www.petrolube.com/media/pdf/Petrolube_NDA.pdf" }, { "id": 322, "file_name": "Proctor_Agreement.pdf", "text": "The Open Group Examination Proctor Non-Disclosure Agreement\nThis Agreement dated this day of \u2026\u2026\u2026\u2026\u2026 20__ is made by and between The Open Group, Apex Plaza, Forbury Road, Reading, Berkshire RG1 1AX, United Kingdom (\u201cThe Open Group\u201d), and ________________________________________ (\u201cYou, Your, the Recipient\u201d).\nThe provision of access to You as a proctor within The Open Group\u2019s Examination Portal1 (\u201cExamination Portal\u201d) and any accompanying examination materials and any derivatives thereof (collectively referred to as the \u201cExam Materials\u201d) is subject to the terms and conditions provided herein. By signing this Agreement that sets forth the terms and conditions of Your use of the Examination Portal and non-disclosure of the Exam Materials, You are consenting to be bound by this Agreement.\nYOU HEREBY UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT:\n1. The Open Group spends substantial sums of time and money in developing and administering its Exam Materials and carefully guards their integrity and confidentiality;\n2. The questions and answers of the Exam are the exclusive and confidential property of The Open Group and are protected by The Open Group's intellectual property rights;\n3. You will adhere to the Exam Supervision Guidelines and Exam Eligibility Guidelines as published from time to time by The Open Group at the certification site for the applicable program.\n4. You may not disclose the Exam questions or answers or discuss any of the content of the Exam Materials with any person, without prior written approval of The Open Group;\n5. You will not copy or attempt to make copies (written, photocopied, or otherwise) of any Exam Material, including, without limitation, any exam questions or answers;\n6. You will not sell, license, distribute, give away, or obtain from any other source other Open Group Exam materials, questions or answers;\n7. Violation of any of these provisions will cause irreparable harm to The Open Group for which monetary remedies may be inadequate, and that The Open Group shall be entitled, without waiving any other rights or remedies, to take all appropriate actions to remedy or prevent such disclosure or misuse, including obtaining an immediate injunction;\n8. Neither this Agreement nor any right granted hereunder shall be assignable or otherwise transferable by You and that this Agreement may be modified or amended only in writing, signed by both parties;\n9. The terms and conditions set forth in the Agreement shall survive the termination of Your relationship with The Open Group;\n10. This Agreement shall be construed in accordance with the laws of England and Wales, without giving effect to any choice of law rule, and\n11. This Agreement represents the entire Agreement of the parties hereto pertaining to the subject matter of this Agreement, and supersedes any and all prior oral discussions and/or written correspondence or agreements between the parties with respect thereto.\n_____________________________\nThe Open Group Examination Proctor Non-Disclosure Agreement\nIN WITNESS WHEREOF, each of the parties to this Agreement has caused this Agreement to be signed in its name and on its behalf by its duly authorised representative.\nTHE OPEN GROUP RECIPIENT:\nBy:_________________________________ By:________________________________________\nName: ______________________________ Name:_____________________________________\nTitle:________________________________ Title:_______________________________________\nAccredited Training Course Provider\nAuthorized Signatory:\nBy:_________________________________\nName: ______________________________\nTitle:________________________________\n", "spans": [ [ 0, 50 ], [ 50, 59 ], [ 60, 99 ], [ 99, 127 ], [ 127, 236 ], [ 236, 277 ], [ 277, 306 ], [ 307, 596 ], [ 596, 792 ], [ 793, 844 ], [ 845, 1013 ], [ 1014, 1184 ], [ 1185, 1373 ], [ 1374, 1546 ], [ 1547, 1714 ], [ 1715, 1855 ], [ 1856, 2202 ], [ 2203, 2405 ], [ 2406, 2532 ], [ 2533, 2673 ], [ 2674, 2934 ], [ 2935, 2964 ], [ 2965, 3015 ], [ 3015, 3024 ], [ 3025, 3190 ], [ 3191, 3216 ], [ 3217, 3254 ], [ 3254, 3297 ], [ 3298, 3304 ], [ 3304, 3335 ], [ 3335, 3377 ], [ 3378, 3417 ], [ 3417, 3462 ], [ 3463, 3498 ], [ 3499, 3520 ], [ 3521, 3557 ], [ 3558, 3564 ], [ 3564, 3594 ], [ 3595, 3633 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 11, 15 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 18 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 13 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 14 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Contradiction", "spans": [ 13 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "http://www.opengroup.org/certdocs/Proctor_Agreement.pdf" }, { "id": 323, "file_name": "Project%20LAS%20RFI%20Non-Disclosure%20Agreement.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis NON-DISCLOSURE AGREEMENT dated ________ May 2015 is made between ______________________________, a company incorporated in ________________ having its business/registered address at _____________________________________________________ (\u201cthe Receiving Party\u201d), and Cagamas Berhad a company incorporated in Malaysia having its business address at Level 31, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur (\u201cthe Disclosing Party\u201d).\nWHEREAS:\nA. The Receiving Party is desirous of entering into preliminary discussions with the Disclosing Party in relation to the Loans Administration System (\u201cProject\u201d).\nB. Pursuant thereto, the Receiving Party requires certain information from the Disclosing Party and the Disclosing Party is agreeable to provide such information which shall be regarded as confidential upon and subject to the terms and conditions of this Agreement.\n1. Definitions\n1.1 For purposes of this Agreement, \"Confidential Information\" shall mean information, data or material deemed proprietary by the Disclosing Party and which may be marked, or, if orally transmitted, designated as \"Confidential\" by the Disclosing Party and not generally known by the public or by parties which are competitive with or otherwise in an industry, trade or business similar to Disclosing Party. Confidential Information also includes any information described above which the Disclosing Party obtains from another party and which the Disclosing Party treats as proprietary or designates in writing as Confidential Information, whether or not owned or developed by the Disclosing Party. Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing): discoveries, ideas, concepts, software in various stages of development, designs, drawings, specifications, techniques, models, data, source code, object code, algorithms, documentation, user manuals, diagrams, flow charts, consulting methods and techniques, research, development, processes, procedures, \"know-how\", marketing techniques and materials, marketing and development plans, market analysis, customer names and other information related to customers, personal data and sensitive personal data as defined under the Personal Data Protection Act 2010, price lists, pricing policies and financial information, methods of production, use, operation and application, invented, owned or developed by the Disclosing Party as it applies to and is incorporated in Disclosing Party's proprietary software, and any patents, copyrights, trademarks existing now, for which applications may be pending or hereafter made, acquired and granted for any of Disclosing Party's software and any improvements, enhancements or modifications thereto, Disclosing Party's physical security system, access control systems, specialized recovery equipment and techniques, and the details of the Disclosing Party's computer operations and recovery procedures. Confidential Information shall further include data regarding business practices, pricing, product philosophy, position relative to competitors, and review of actual deliverables of consulting projects.\n2. Confidential Information\n2.1 The Confidential Information shall be for the sole purpose of the Project and not for any other purpose and shall at all times remain the property of the Disclosing Party. Further, the Receiving Party acknowledges that nothing contained in this Agreement shall be construed as a grant of any rights to the Confidential Information by the Disclosing Party to the Receiving Party, other than as provided under this Agreement.\n2.2 Any or part of the Confidential Information may be disclosed by the Receiving Party to its affiliates or its or their respective directors, officers, employees, agents or advisors who are authorised by the Receiving Party (\u201cAuthorised Recipients\u201d) to receive the Confidential Information. Under such circumstances, the Receiving Party shall require such persons or parties to acknowledge and comply with the provisions set out in this Agreement. Upon request the Receiving Party will provide the Disclosing Party with the identities of the Authorised Recipients who have access to the Confidential Information.\n2.3 The Receiving Party shall not disclose any or part of the Confidential Information to any persons or parties, other than the Authorised Recipients, unless with the prior written consent of the Disclosing Party. Under such circumstances, the Receiving Party shall require such persons or parties to acknowledge and comply with the provisions set out in this Agreement. This Clause does not apply to any person who has entered into a confidentiality agreement or otherwise accepted confidentiality obligations to the Disclosing Party in respect of the Confidential Information, and for the avoidance of doubt the Receiving Party shall have no obligations whatsoever in relation to such persons.\n2.4 The Receiving Party shall not make, or permit or procure any Authorised Recipient to make, any announcement or disclosure of the Project without obtaining the prior written consent of the Disclosing Party.\n2.5 The Receiving Party agrees to use such reasonable measures necessary and standard of care to protect the confidentiality of the Confidential Information from any misuse or misappropriation by any party as the Receiving Party would apply to its own confidential information and agrees to notify the Disclosing Party, to the extent permitted under the law, as soon as it becomes aware of such misuse or misappropriation of the Confidential Information in which case, the Receiving Party agrees to provide such reasonable assistance to the Disclosing Party as it may require.\n2.6 In the event that the Receiving Party requires copies of the Confidential Information in tangible form, it is agreed that only the necessary number of copes shall be made.\n2.7 The term \u201cConfidential Information\u201d shall not include, and the obligations of the Receiving Party in this Agreement shall not apply to any information which:\n(a) prior to or after the time of disclosure, becomes public knowledge and not as a result of any breach of this Agreement by the Receiving Party;\n(b) is already in the possession of the Receiving Party at the time of disclosure prior to the time of disclosure;\n(c) was or comes into the possession of the Receiving Party from a third party who is not known to the Receiving Party to be bound by any obligations of confidentiality to the Disclosing Party in respect of such information;\n(d) is independently developed by the Receiving Party;\n(e) is disclosed pursuant to a requirement, request or order of a regulatory or governmental authority or court of competent jurisdiction or to defend or prosecute a claim brought against or by or involving the Receiving Party or its Authorised Recipients but only to the extent so required, requested or ordered provided the Receiving Party agrees to notify the Disclosing Party in writing as soon as possible upon becoming aware of such requirement; and\n(f) both parties agree is not confidential.\n2.8 The Receiving Party will not directly or indirectly attempt to reverse engineer, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in any of the Disclosing Party\u2019s products, models or prototypes which contain Confidential Information and which are provided pursuant to this Agreement.\n3. Return of Confidential Information\n3.1 Upon request, the Receiving Party agrees to promptly return or destroy all originals and copies of any of the Confidential Information obtained from the Disclosing Party and thereafter the obligations of the Receiving Party under this Agreement shall be determined, save for the Receiving Party being liable for any antecedent breaches during the subsistence of this Agreement.\n4. Term of the Agreement\n4.1 This Agreement will take effect from the date of this Agreement.\n4.2 This Agreement and the obligations of the parties hereunder shall terminate (i) upon the completion of the Project (if the Receiving Party is selected for the Project); or (ii) on the date falling three (3) years from the date of this Agreement or such other date as the parties may mutually agree in writing (if the Receiving Party is not selected for the Project.\n4.3 Notwithstanding the termination pursuant to Clause 4.2 above the Receiving Party shall remain liable for all antecedent breaches during the subsistence of this Agreement.\n5. Miscellaneous\na. This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements, communications and understanding between the parties in relation to the Confidential Information.\nb. Any amendment, modification or variation to this Agreement may be made but subject to the written consent of both parties.\nc. This Agreement is binding upon the successors-in-title and assigns of each party provided that the Receiving Party may not assign its rights and obligations under this Agreement without the prior written consent of the Disclosing Party.\nd. Time wherever mentioned in this Agreement shall be of the essence.\ne. No failure or delay in the performance of any part of this Agreement shall constitute a waiver of any term or provision nor will the exercise of any single or partial right, power or privilege exclude or restrict any further exercise thereof under this Agreement.\nf. If any provision in this Agreement may prove to be illegal or unenforceable, it shall not affect the validity and enforceability of the remaining provisions of this Agreement.\ng. In the event of any breach by the Receiving Party under this Agreement the Disclosing Party is entitled to all such remedies as may be granted by a court of competent jurisdiction.\n5.8 Notwithstanding any term in this Agreement, both parties hereto agree to submit and adhere to the privacy laws of Malaysia governed by the Personal Data Protection Act 2010 and any other relevant statue or regulation and this shall accordingly extend to any re-enactment, modification or amendment thereto.\n5.9 The Disclosing Party shall not have any liability or responsibility for errors or omissions in, or any business decisions made by the Receiving Party in reliance on, any Confidential Information disclosed under this Agreement.\n6. Governing Law and Jurisdiction\n6.1 This Agreement is governed by the laws of Malaysia and each of the parties irrevocably agrees that the courts of Malaysia shall have exclusive jurisdiction to settle any disputes arising out of or in connection with this Agreement and that accordingly any suit, action or proceeding arising out of or in connection with this Agreement may be brought in such courts.\nIN WITNESS WHEREOF, the parties hereunto set their respective hands and seals, on the dates hereinafter set forth below.\nThe Receiving Party The Disclosing Party (Cagamas Berhad)\nBy: By:\nTitle: Title:\nDate: Date:\n", "spans": [ [ 0, 24 ], [ 25, 95 ], [ 95, 212 ], [ 212, 266 ], [ 266, 494 ], [ 495, 503 ], [ 504, 665 ], [ 666, 931 ], [ 932, 946 ], [ 947, 951 ], [ 951, 1354 ], [ 1354, 1645 ], [ 1645, 3058 ], [ 3058, 3260 ], [ 3261, 3288 ], [ 3289, 3293 ], [ 3293, 3465 ], [ 3465, 3716 ], [ 3717, 3721 ], [ 3721, 4010 ], [ 4010, 4167 ], [ 4167, 4331 ], [ 4332, 4336 ], [ 4336, 4547 ], [ 4547, 4704 ], [ 4704, 5028 ], [ 5029, 5033 ], [ 5033, 5238 ], [ 5239, 5243 ], [ 5243, 5815 ], [ 5816, 5820 ], [ 5820, 5991 ], [ 5992, 5996 ], [ 5996, 6153 ], [ 6154, 6300 ], [ 6301, 6415 ], [ 6416, 6640 ], [ 6641, 6695 ], [ 6696, 7151 ], [ 7152, 7195 ], [ 7196, 7200 ], [ 7200, 7556 ], [ 7557, 7594 ], [ 7595, 7599 ], [ 7599, 7976 ], [ 7977, 8001 ], [ 8002, 8006 ], [ 8006, 8070 ], [ 8071, 8075 ], [ 8075, 8151 ], [ 8151, 8247 ], [ 8247, 8440 ], [ 8441, 8615 ], [ 8616, 8632 ], [ 8633, 8846 ], [ 8847, 8972 ], [ 8973, 9212 ], [ 9213, 9282 ], [ 9283, 9549 ], [ 9550, 9728 ], [ 9729, 9912 ], [ 9913, 10223 ], [ 10224, 10228 ], [ 10228, 10454 ], [ 10455, 10488 ], [ 10489, 10493 ], [ 10493, 10858 ], [ 10859, 10979 ], [ 10980, 11037 ], [ 11038, 11045 ], [ 11046, 11059 ], [ 11060, 11071 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 41 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 16, 17 ] }, "nda-10": { "choice": "Entailment", "spans": [ 27 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 12, 13 ] }, "nda-1": { "choice": "Entailment", "spans": [ 10, 11 ] }, "nda-19": { "choice": "Contradiction", "spans": [ 49, 50, 51 ] }, "nda-12": { "choice": "Entailment", "spans": [ 33, 37 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 44 ] }, "nda-3": { "choice": "Entailment", "spans": [ 10 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 19, 23 ] }, "nda-17": { "choice": "Entailment", "spans": [ 31 ] }, "nda-8": { "choice": "Entailment", "spans": [ 33, 38 ] }, "nda-13": { "choice": "Entailment", "spans": [ 33, 36 ] }, "nda-5": { "choice": "Entailment", "spans": [ 19, 23 ] }, "nda-4": { "choice": "Entailment", "spans": [ 16 ] } } } ], "document_type": "search-pdf", "url": "http://www.cagamas.com.my/sites/default/files/rfi/Project%20LAS%20RFI%20Non-Disclosure%20Agreement.pdf" }, { "id": 324, "file_name": "ProtectedData-MMD-NonDisclosureAgreementSubmissionInstructions.pdf", "text": "WECC Confidentiality Agreement\nThis WECC Confidentiality Agreement (\u201cAgreement\u201d) is entered into by __________________________ (\u201cData Recipient\u201d) and is effective as of the date agreed to by Data Recipient. Data Recipient agrees to the following terms and conditions pertaining to Non-Public Information.\n1. Non-Public Information\na. Non-Public Information shall include any and all information Data Recipient receives from WECC, including, but not limited to, information received through a login to the WECC website, which:\ni. Is designated as \u201cConfidential Information\u201d or \u201cMarket Sensitive Information\u201d or is otherwise considered non-public under the WECC Information Sharing Policy;\nii. Meets the definition of Confidential Information as set forth in Section 1500 of the North American Electric Reliability Corporation Rules of Procedure; or\niii. Is identified by WECC as non-public or confidential at the time of disclosure.\nb. For the purposes of this Agreement, Non-Public Information shall not include:\ni. Information that is or becomes available in the public domain through no fault or action of Data Recipient;\nii. Information that was or is acquired by Data Recipient from a source other than WECC in a manner which is not otherwise subject to confidentiality restrictions; or\niii. Information that was or is independently developed by Data Recipient as demonstrated by Data Recipient\u2019s documentation.\n2. Treatment of Non-Public Information\na. Data Recipient agrees to take all necessary precautions to maintain the confidentiality of the Non-Public Information and to prevent unauthorized access to it.\nb. Data Recipient agrees to not make available, disclose, provide or communicate Non-Public Information to any entity or individual, except:\ni. Employees of Data Recipient who (1) have signed an acknowledgment of this Agreement or a non-disclosure agreement that covers the Non-Public Information and is at least as restrictive as this Agreement, and (2) need the Non-Public Information for performance of a job function subject to the limitation on Market Sensitive Information below;\nii. Contractors of Data Recipient who (1) have signed a non-disclosure agreement that covers the Non-Public Information and is at least as restrictive as this Agreement, and (2) need the Non-Public Information for the work being performed subject to the limitation on Market Sensitive Information below. In the event Data Recipient shares Non-Public Information with a contractor pursuant to this provision, Data Recipient agrees to be responsible and jointly and severally liable for any breach of confidentiality by that contractor;\niii. As required by FERC orders, rules or regulations, provided that additional data recipients have signed a non-disclosure agreement that covers the Non-Public Information and is at least as restrictive as this Agreement; or\niv. As may be otherwise agreed to by WECC in writing.\n3. Market Sensitive Information\na. Data Recipient agrees not to provide or disclose any Market Sensitive Information as identified in the WECC Information Sharing Policy to any person who is (1) a Market Function Employee as defined by the FERC Standards of Conduct, or (2) actively and personally engaged in day-to-day sales of electric power or other electric power marketing functions.\n4. Compelled Disclosures\na. Notwithstanding anything to the contrary herein, Data Recipient may disclose Non-Public Information to a governmental authority as required by law, provided that to the extent permitted by law:\ni. Data Recipient notifies WECC as soon as reasonably possible of the required disclosure;\nii. Data Recipient does not disclose the Non-Public Information until WECC has had a reasonable opportunity to respond to the required disclosure; and\niii. Data Recipient cooperates with WECC as reasonably requested by WECC to protect WECC\u2019s interests in the Non-Public Information.\nb. If Data Recipient is an entity subject to state or federal freedom of information laws or an employee of such an entity, Data Recipient certifies that the Non-Public Information is eligible for restriction from public disclosure and agrees to:\ni. Restrict the Non-Public Information from public disclosure;\nii. Notify WECC as soon as reasonably possible of any request for the Non-Public Information; and\niii. Cooperate with WECC as reasonably requested by WECC to protect WECC\u2019s interests in the Non-Public Information.\n5. Disclaimer and Limitations\na. Neither WECC nor any owner or submitter of the Non-Public Information makes any representation or warranty as to the completeness, accuracy, relevance, or usability of the Non-Public Information. All Non-Public Information made available to Data Recipient is made available AS IS AND WITHOUT WARRANTY, EXPRESS OR IMPLIED.\nb. There is no obligation on the part of WECC or any owner or submitter of the Non-Public Information to supplement, update, or correct any Non-Public Information, even if the Non-Public Information is supplemented, updated, or corrected for other purposes.\nWECC Confidentiality Agreement\nc. Use of the Non-Public Information is at Data Recipient\u2019s own risk. Neither WECC nor the owner or submitter of the Non-Public Information shall be liable for any damages arising out of the use of the Non-Public Information.\n6. Changes in Employment\na. If at any time during the term of this Agreement Data Recipient or an employee of Data Recipient ceases to be employed by his or her then current employer, Data Recipient agrees to notify WECC within five (5) business days of the change in employment.\nb. If at any time during the term of this Agreement Data Recipient or an employee of Data Recipient has a change in job responsibilities such that Data Recipient or an employee of Data Recipient becomes a Market Function Employee, Data Recipient agrees to notify WECC within five (5) business days of the change in employment and to ensure that Data Recipient or such an employee of Data Recipient discontinues accessing or using any Market Sensitive Information as identified in the WECC Information Sharing Policy.\n7. Term and Termination\na. This Agreement shall continue in effect until terminated. This Agreement may be terminated by WECC or Data Recipient at any time at their sole discretion.\nb. Upon any termination of this Agreement, Data Recipient shall return to WECC all Non-Public Information in Data Recipient\u2019s possession or destroy all Non-Public Information in Data Recipient\u2019s possession and certify to WECC in writing that all Non-Public Information has been returned or destroyed, except as may be otherwise required by law in which case the confidentiality obligations of this Agreement shall survive termination.\n8. Miscellaneous Terms\na. This Agreement does not require WECC to disclose any Non-Public Information. Neither this Agreement nor any disclosure of Non-Public Information grant Data Recipient any intellectual property rights or licenses to such information. Data Recipient agrees to comply with all applicable United States export laws and regulations.\nb. This Agreement represents the entire understanding between WECC and Data Recipient related to the Non-Public Information and supersedes all previous communications between WECC and Data Recipient related to this subject. This Agreement can only be modified by written agreement executed by WECC and Data Recipient. Data Recipient may not delegate its duties or obligations under this Agreement without prior written consent from WECC. Any attempt to do so is void.\nc. This Agreement shall be for the sole benefit of WECC and any owner or submitter of the Non-Public Information. This Agreement shall be fully enforceable by WECC and any entity whose Non-Public Information is not treated in accordance with this Agreement.\nWECC Confidentiality Agreement\nd. If any term or provision of this Agreement is held by a body of competent jurisdiction to be invalid, void, or unenforceable, then (1) the remaining provisions of the Agreement shall continue in full force and effect, and (2) in lieu of each such term or provision there shall be added as part of this Agreement a clause or provision as similar in terms as possible that is legal, valid and enforceable.\nIN WITNESS HEREOF, Data Recipient has read and understands this Agreement and enters into this Agreement voluntarily, wishing to be legally bound.\nData Recipient\nSignature: _________________________________________\nPrinted: ___________________________________________\nCompany: _________________________________________\nTitle: _____________________________________________\nDate: _____________________________________________\nEmail: _____________________________________________\n", "spans": [ [ 0, 5 ], [ 5, 30 ], [ 31, 100 ], [ 100, 127 ], [ 127, 207 ], [ 207, 304 ], [ 305, 330 ], [ 331, 525 ], [ 526, 687 ], [ 688, 847 ], [ 848, 931 ], [ 932, 1012 ], [ 1013, 1123 ], [ 1124, 1290 ], [ 1291, 1415 ], [ 1416, 1454 ], [ 1455, 1617 ], [ 1618, 1758 ], [ 1759, 1794 ], [ 1794, 1969 ], [ 1969, 2103 ], [ 2104, 2142 ], [ 2142, 2278 ], [ 2278, 2408 ], [ 2408, 2638 ], [ 2639, 2865 ], [ 2866, 2919 ], [ 2920, 2951 ], [ 2952, 3111 ], [ 3111, 3190 ], [ 3190, 3308 ], [ 3309, 3333 ], [ 3334, 3386 ], [ 3386, 3530 ], [ 3531, 3621 ], [ 3622, 3772 ], [ 3773, 3904 ], [ 3905, 4151 ], [ 4152, 4214 ], [ 4215, 4312 ], [ 4313, 4428 ], [ 4429, 4458 ], [ 4459, 4658 ], [ 4658, 4783 ], [ 4784, 5041 ], [ 5042, 5047 ], [ 5047, 5072 ], [ 5073, 5143 ], [ 5143, 5298 ], [ 5299, 5323 ], [ 5324, 5578 ], [ 5579, 6095 ], [ 6096, 6119 ], [ 6120, 6181 ], [ 6181, 6277 ], [ 6278, 6712 ], [ 6713, 6730 ], [ 6730, 6735 ], [ 6736, 6816 ], [ 6816, 6971 ], [ 6971, 7065 ], [ 7066, 7290 ], [ 7290, 7384 ], [ 7384, 7389 ], [ 7389, 7504 ], [ 7504, 7533 ], [ 7534, 7648 ], [ 7648, 7791 ], [ 7792, 7797 ], [ 7797, 7822 ], [ 7823, 7957 ], [ 7957, 8048 ], [ 8048, 8229 ], [ 8230, 8376 ], [ 8377, 8391 ], [ 8392, 8403 ], [ 8403, 8444 ], [ 8445, 8454 ], [ 8454, 8497 ], [ 8498, 8507 ], [ 8507, 8548 ], [ 8549, 8556 ], [ 8556, 8601 ], [ 8602, 8608 ], [ 8608, 8653 ], [ 8654, 8661 ], [ 8661, 8706 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 55 ] }, "nda-15": { "choice": "Entailment", "spans": [ 59 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Contradiction", "spans": [ 7, 8, 9, 10 ] }, "nda-19": { "choice": "Entailment", "spans": [ 55 ] }, "nda-12": { "choice": "Entailment", "spans": [ 11, 14 ] }, "nda-20": { "choice": "Entailment", "spans": [ 55 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 17, 21, 22, 23 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 32, 33, 34 ] }, "nda-13": { "choice": "Entailment", "spans": [ 11, 13 ] }, "nda-5": { "choice": "Entailment", "spans": [ 17, 18, 19, 20 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "http://www.caiso.com/Documents/ProtectedData-MMD-NonDisclosureAgreementSubmissionInstructions.pdf" }, { "id": 325, "file_name": "partner_nda_en.pdf", "text": "NON-DISCLOSURE AGREEMENT\nCompensair Pte.Ltd, a private company limited by shares, incorporated under the laws of Singapore under company number 201913904W and having registered office at 10 Anson Road #09-03, International Plaza, Singapore 079903 (hereinafter \u2013 \u201cDiscloser\u201d), cooperating with the Agents pursuant to the Contract for client acquisition (hereinafter \u2013 \u201cRecipient\u201d), enter into the Non-disclosure Agreement (hereinafter \u2013 \u201cAgreement\u201d) on the following terms (hereinafter \u2013 the \u201cTerms\u201d).\n1. Definitions. For purposes of this Agreement the following terms have the meanings specified for them:\n1.1. \u201cAffiliate\u201d means any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. An entity is regarded as in control of another or owning another if it owns or controls, directly or indirectly, fifty percent (50%) or more of the shares entitled to vote for the election of directors or other persons performing similar functions.\n1.2. \u201cConfidential Information\u201d \u2013 Confidential Information is any information of the Discloser of actual or potential commercial value owing to the fact that it is unknown to third parties; disclosed by the Discloser to the Recipient in writing, by way of document delivery, including in an electronic format safeguarded from unauthorised access to the information in transit; related to business or financial plans or strategies, financial reports or accounting (except to the extent contemplated by the law), contractual relations, pricing and marketing of goods, products or services, technical information, commercial secrets, know-how, research, production plans, concepts, intellectual property items (including inventions, discoveries, innovative ideas, useful models, designs, production prototypes not covered by patent for whatever reason, computer programmes, databases, trademark designs not registered for whatever reason).\nNo information which has become public and to which the Discloser has provided access for third parties without limitation or which has become public other than through the fault of the Recipient (but not before it becomes publicly circulated), which the Recipient is able to prove that it had been in the possession of before it was disclosed by the Discloser or that such information was provided without liability to maintain confidentiality, will be deemed confidential.\nNo information which the Recipient is able to prove it has created without using Confidential Information will be deemed confidential.\n1.3. \u201cDiscloser\u201d means the party disclosing Confidential Information under this Agreement.\n1.4. \u201cRecipient\u201d means the party receiving Confidential Information under this Agreement.\n2. Subject of the Agreement. Parties\u2019 obligations to maintain confidentiality of Confidential Information on the terms provided by this Agreement constitute the subject of this Agreement.\n2.1. The Discloser will disclose to the Recipient confidential information related to implementation of a service for receiving compensation for delayed and canceled flights.\n2.2. The Recipient and its Representatives having access to Confidential Information must use Confidential Information exclusively for the purposes for which Confidential Information was disclosed and not use it for any other purpose.\n2.3. Neither Party will disclose the fact of existence of this Agreement without prior approval from the other Party.\n2.4. The Recipient will ensure that information is stored securely and cannot be accessed by any individuals, except the Representatives, including outside business hours.\n2.5. In the event that any fact of Confidential Information disclosure to third parties becomes known to the Recipient, it will contact the Discloser immediately, advising of such a fact and of any actions it is taking to reduce the damage.\n3. Permitted Use. Recipient shall keep Discloser\u2019s Confidential Information confidential and use Confidential Information only for the above-stated Purpose of Disclosure, or for performing its obligations or exercising its rights under this Agreement. Recipient may disclose the Confidential Information internally within its organization (including Affiliates) only on a \u201cneed-to-know\u201d basis, and except for Cardholder Information which shall not be disclosed, to its outside attorneys, consultants, contractors and sub-contractors (\u201cRepresentatives\u201d), only to the extent those individuals are bound by a legal obligation or agreement that is as protective of the Confidential Information as this Agreement. A Recipient is fully responsible for any breach of the terms of this Agreement by any of its Affiliates or Representatives. A Recipient shall use the same degree of care, but no less than a reasonable degree of care, as it uses to prevent unauthorized disclosure of its own Confidential Information. Except for the permitted uses and disclosures expressly set out in this Agreement, no other uses or disclosures are permitted.\n3.1. A failure to comply with Clause 3.1 of this Agreement will serve good ground for terminating access to Confidential Information, whereby the Discloser becomes entitled to a unilateral refusal to execution of any agreements made between the Parties, by which the Recipient is to receive or has received access to Confidential Information.\n3.2. In the event that the confidentiality terms in the agreements made by the Parties, by which the Recipient is to be or has been given access to the Confidential Information, and in this Agreement prove to be contradictory, the terms of this Agreement will prevail.\n4. Exceptions. This Agreement imposes no obligation on a Recipient with respect to Confidential Information that:\n(a) is or becomes publicly known through no breach of this Agreement;\n(b) is rightfully received by the Recipient from a third party that has no applicable duty of confidentiality;\n(c) is or becomes the subject of a patent, in which case a party shall rely upon its rights under applicable patent law;\n(d) is disclosed by the Recipient with the prior written consent of the Discloser. A party also may disclose Confidential Information if required by court order, governmental demand, or other compulsory legal process, provided that if legally permitted to do so it first notify the Discloser in writing at least ten (10) days in advance in order to afford Discloser an opportunity to seek a protective order or other relief.\n5. Mandatory Disclosure. If the Recipient is required by the law to disclose Confidential Information, it will advise the Discloser immediately. The Recipient undertakes to disclose information exclusively to the extent required by the applicable law.\n6. Ownership. As between the parties, Discloser and Recipient, respectively, will retain all right, title and interest to any Confidential Information provided or disclosed by such party under this Agreement. The Discloser reserves the right to analyze the actions taken by the Recipient to safeguard Confidential Information. If the Recipient refuses to share information on the actions it is taking to safeguard Confidential Information or if such actions are found to be inadequate for safeguarding Confidential Information, the Discloser may refuse to disclose Confidential Information or unilaterally refuse to perform under any agreement made between the Parties, by which the Recipient is to receive or has received access to Confidential Information.\n7. Return or Destruction. Upon Discloser\u2019s written request, a Recipient shall promptly return all Confidential Information received under this Agreement, together with all copies, or certify in writing that it has destroyed all such materials.\n8. No Commitment. Each party acknowledges that the other party may be evaluating similar business opportunities or proposals with third parties, or developing systems, products, or services that are similar in nature to the other party\u2019s current or planned offerings. Nothing in this Agreement limits the right of either party to develop, procure or market systems, products, or services that may be similar to or competitive with those of the other party; provided that no unauthorized use or disclosure of the other party\u2019s Confidential Information is used in such activities. In addition, nothing in this Agreement will be construed to prevent either party from entering into negotiations or business relationships with any third party, even if such third party is a competitor of a party to this Agreement.\n9. No Licenses or Joint Venture. No party acquires any intellectual property rights under this Agreement (including patent, copyright, or trademark rights). Neither party shall make any use of the trademarks, trade names, or service marks of the other party without express written consent.\n10. Liability of the parties. A Party defaulting under this Agreement will reimburse the other Party for any loss resulting from disclosure or unlawful use of Confidential Information. Losses will be reimbursed according to the law of Singapore.\n11. Remedies. The parties acknowledge that improper disclosure of Confidential Information may cause irreparable injury to the Discloser, and that remedies at law for any such breach could be inadequate. In the event of a breach or threatened breach, Discloser has the right to seek injunctive relief (in addition to any and all other remedies available at law or equity) without the need to post a bond or other security or demonstrate the confidential nature of its Confidential Information. The prevailing party in any action to enforce this Agreement is entitled to its reasonable costs and attorneys\u2019 fees. Each party irrevocably waives any right it may have to a trial by jury in connection with any dispute arising under this Agreement.\n12. No Obligation to Disclose. This Agreement does not obligate any party to disclose Confidential Information. By disclosing Confidential Information, however, the Discloser represents and warrants that it has all rights necessary to make the disclosure.\n13. Duration of Obligations. Recipient\u2019s obligations under this Agreement end five (5) years after the date of first disclosure hereunder.\n14. Assignment. This Agreement may not be assigned or transferred without the prior written consent of the other party, which shall not be unreasonably withheld. Any such assignment or transfer without written consent will be void. Subject to the foregoing, this Agreement will be binding on and inure to the benefit of the parties, their successors and assigns.\n15. Notices. All notices under this Agreement must be in writing and delivered by hand, overnight delivery, or certified or registered mail, return receipt requested, to the Contacts for Legal Notice and Business Information Exchange identified above.\n16. Governing Law. The terms of this Agreement shall be construed in accordance with the laws of Singapore. All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by 3 (three) arbitrators appointed in accordance with the said Rules. The seat, or legal place, of arbitration shall be Singapore, Singapore. The language to be used in the arbitral proceedings shall be English. The foregoing, however, shall not preclude the Parties from applying for a preliminary or injunctive remedy available under applicable laws for any purpose.\n17. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes any and all prior agreements and understandings, whether written or oral, with respect to such subject matter.\n18. Severability. If a court of competent jurisdiction determines that any provision of this Agreement is unenforceable, invalid or illegal, it will be severed with the rest of this Agreement remaining in full force and effect.\n", "spans": [ [ 0, 24 ], [ 25, 500 ], [ 501, 517 ], [ 517, 605 ], [ 606, 785 ], [ 785, 1033 ], [ 1034, 1970 ], [ 1971, 2445 ], [ 2446, 2580 ], [ 2581, 2671 ], [ 2672, 2761 ], [ 2762, 2791 ], [ 2791, 2949 ], [ 2950, 3124 ], [ 3125, 3359 ], [ 3360, 3477 ], [ 3478, 3649 ], [ 3650, 3890 ], [ 3891, 4143 ], [ 4143, 4600 ], [ 4600, 4724 ], [ 4724, 4900 ], [ 4900, 5026 ], [ 5027, 5369 ], [ 5370, 5638 ], [ 5639, 5654 ], [ 5654, 5752 ], [ 5753, 5822 ], [ 5823, 5933 ], [ 5934, 6054 ], [ 6055, 6138 ], [ 6138, 6479 ], [ 6480, 6505 ], [ 6505, 6625 ], [ 6625, 6731 ], [ 6732, 6746 ], [ 6746, 6941 ], [ 6941, 7059 ], [ 7059, 7490 ], [ 7491, 7517 ], [ 7517, 7734 ], [ 7735, 7753 ], [ 7753, 8003 ], [ 8003, 8314 ], [ 8314, 8545 ], [ 8546, 8579 ], [ 8579, 8703 ], [ 8703, 8836 ], [ 8837, 8867 ], [ 8867, 9022 ], [ 9022, 9082 ], [ 9083, 9097 ], [ 9097, 9287 ], [ 9287, 9577 ], [ 9577, 9695 ], [ 9695, 9826 ], [ 9827, 9858 ], [ 9858, 9939 ], [ 9939, 10082 ], [ 10083, 10112 ], [ 10112, 10221 ], [ 10222, 10238 ], [ 10238, 10384 ], [ 10384, 10454 ], [ 10454, 10584 ], [ 10585, 10598 ], [ 10598, 10836 ], [ 10837, 10856 ], [ 10856, 10945 ], [ 10945, 11177 ], [ 11177, 11249 ], [ 11249, 11319 ], [ 11319, 11475 ], [ 11476, 11498 ], [ 11498, 11729 ], [ 11730, 11748 ], [ 11748, 11957 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 36, 46 ] }, "nda-10": { "choice": "Entailment", "spans": [ 15 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Contradiction", "spans": [ 60 ] }, "nda-12": { "choice": "Entailment", "spans": [ 8, 26, 27, 28, 29, 30, 43 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 40 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 16, 19 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 31, 33 ] }, "nda-13": { "choice": "Entailment", "spans": [ 26, 28 ] }, "nda-5": { "choice": "Entailment", "spans": [ 16, 19 ] }, "nda-4": { "choice": "Entailment", "spans": [ 14, 18, 22 ] } } } ], "document_type": "search-pdf", "url": "https://www.compensair.com/documents/General/partner_nda_en.pdf" }, { "id": 326, "file_name": "pp%2011%20-%20non-disclosure%20agreement%20mutual.pdf", "text": "NON-DISCLOSURE AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT is made this day of , 20 (hereinafter referred to as \"NDA\"):\nBETWEEN\nUNIVERSITI SAINS MALAYSIA (\"USM\"), particulars of whom is as set out in Appendix I hereto, of the first part;\nAND\nABC (\"ABC\"), particulars of whom is as set out in Appendix II hereto of the second part.\n(USM and ABC shall hereinafter be collectively referred to as \"Parties\" and individually as \"Party\", where the context so requires).\nWHEREAS:\nThe Parties are entering into this NDA in contemplation of exploring mutual business opportunities and/or joint educational or research activities. In the course of meetings, communi-cations, correspondences and discussions, certain Confidential Information (as hereinafter defined) may be disclosed by USM and/or ABC to each other for the Purpose (as hereinafter defined).\nTHIS NDA WITNESSETH as follows:\n1. DEFINITIONS\nIn this NDA and the appendices hereto, if any, the following words and expressions shall have the following meaning -\n\"Confidential Information\" means any and all technical and non-technical information including patent, copyright, trade secret, know-how and proprietary information, techniques, sketches, drawings, diagrams, methods, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to a technology or invention, and includes, without limitation, its respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing manufacturing, customer list, business forecasts, sales and merchandising and marketing plans and information designated in writing to be confidential or by its nature intended to be for the sole knowledge of the Receiving Party (as hereinafter defined) or if orally given in the circumstances of confidence or confirmed promptly in writing as having been disclosed as confidential or proprietary for the Purpose; that is conveyed by the Disclosing Party (as hereinafter defined) to the Receiving Party, in written, oral, digital, magnetic, photographic and/or whatsoever forms;\n\"Disclosing Party\" means the Party and/or its Related Companies (represented by its Personnel in Charge), who is disclosing Confidential Information under this NDA to the other Party (represented by its Personnel in Charge);\n\"Effective Date\" means the date stated at the beginning of this NDA which is the date this NDA becomes effective;\n\"NDA Period \" means the duration of the NDA which is twelve (12) months from the Effective Date, or any extension of time to be mutually agreed in writing by the Parties;\n\"Personnel in Charge\" means the employees, officers, directors, workers and/or authorised person of each Party as set out in Appendix I and Appendix II respectively;\n\"Purpose\" means the execution of a legally binding agreement between the Parties and/or the Related Companies regarding a potential business arrangement or joint research in relation to the Technology (as hereinafter defined), within the NDA period;\n\"Receiving Party\" means the Party and/or its Related Companies (represented by its Personnel in Charge), who is receiving Confidential Information under this NDA from the other Party (represented by its Personnel in Charge);\n\"Technology\" means the development process of ......................... as developed by the School of ..................................., USM;\n\"Related Companies\" means a company which is the holding company, investment arm or subsidiary of either Party or a company which shares a common holding company or shareholders with either Party. The words \"holding company\" and \"subsidiary\" shall have the same meanings as prescribed to them in the Companies Act 1965.\n2. RIGHTS TO CONFIDENTIAL INFORMATION\n2.1 Use\nAll Confidential Information disclosed by the Disclosing Party shall be used, consumed, utilised and acted in whatever ways by the Receiving Party solely and strictly for the Purpose, and each disclosure of Confidential Information may be recorded by the Personnel in Charge of each Party. The Receiving Party undertakes not to use the Confidential Information for further research, technical analysis, reverse engineering and/or exploit for the purpose of any commercial gains in any manner whatsoever.\n2.2 Proprietorship\nThe Confidential Information and the intellectual property thereof, is proprietary to the Disclosing Party and shall remain, the property of the Disclosing Party, and the Disclosing Party warrants that it has the right to disclose the Confidential Information to the Receiving Party.\n2.3 No Grant of Licence\nThe disclosure of Confidential Information by the Disclosing Party to the Receiving Party shall not be construed as the granting of a licence under any patent, copyright, trade secret, other proprietary rights or any other rights by the Disclosing Party.\n2.4 Prohibition\nThe Receiving Party agrees that the Receiving Party is not permitted to sell, license, develop or otherwise exploit any parts, products, services, documents or information which embody in whole or in part any Confidential Information of the Disclosing Party without the written consent from the Disclosing Party, save and except as contemplated by this NDA.\n2.5 Tangible Forms of Confidential Information\nIn the event any tangible forms of Confidential Information shall be copied, in whole or in part, the Receiving Party shall have first obtained the prior written consent of the Disclosing Party.\n3. OBLIGATIONS\n3.1 Receiving Party\nIn relation to the Confidential Information of the Disclosing Party, the Receiving Party undertakes -\n(a) to maintain the Confidential Information in strict confidence;\n(b) to use the Confidential Information solely for the Purpose only and for no other purpose;\n(c) to refrain from copying, reproducing and reducing to writing or any other form of recording any part thereof except as may be reasonably necessary for the Purpose provided that the Receiving Party has obtained the prior written consent of the Disclosing Party;\n(d) to refrain from disclosing the Confidential Information whether to its employees (other than the Personnel in Charge) or third parties except to such of its employees (other then the Personnel in Charge) or third parties who have a need to know or whose services are appropriately required in connection with the Purpose but subject to the prior written consent of the Disclosing Party and the provision of clause 3.2 herein below;\n(e) to apply no lesser security measures and degree of care thereto than those which the Receiving Party applies to its own Confidential Information or proprietary information and which the Receiving Party warrants as providing adequate protection on such information from unauthorized use or disclosure.\n(f) not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party's Confidential Information and which are provided by the Disclosing Party.\n3.2 Third Party\nIn the event disclosure of the Confidential Information is made by the Receiving Party to any third party, the Receiving Party shall ensure that the third party undertakes to comply strictly to the conditions and the non-disclosure obligations of the Parties under this NDA and for the aforesaid purpose, the Receiving Party shall cause the third party to execute an undertaking in the format set out in Appendix III hereto.\n4. EXCEPTIONS\n4.1 No confidentiality and non-disclosure obligations shall apply if, and to the extent that the Confidential Information -\n(a) is already known by the Receiving Party prior to receipt from the Disclosing Party; or\n(b) is or becomes part of the public domain and widely available other than by breach of the obligations of the Receiving Party ; or\n(c) is independently developed by the Receiving Party; or\n(d) is lawfully received by the Receiving Party from a third party; or\n(e) is required to be disclosed by operation of law and if the Receiving Party is required to disclose under this clause, the Receiving Party shall, if possible, disclose only to the minimum required to comply with the law.\n4.2 If at any time clause 4.1(e) above applies to any part of the Confidential Information, the Receiving Party shall immediately notify the Disclosing Party of the matter, so that the Disclosing Party may, if it wishes, seek an appropriate remedy under the applicable laws to prevent the use or disclosure or protect the confidentiality of what is disclosed.\n5. EFFECTIVE DATE AND DURATION\n5.1 This NDA shall take effect from the Effective Date irrespective of the diverse dates upon which the respective Parties may have executed this NDA. The provisions of this NDA shall however apply retrospectively to any Confidential Information, which may have been disclosed in connection with the Purpose prior to the Effective Date.\n5.2 The obligations of the Parties under this NDA shall continue and survive the completion of the Purpose and remain binding for a period of five (5) years from the date of completion of the Purpose or, from the date of the earlier termination of this NDA as provided in clause 7 herein.\n6. INCIDENTALS\n6.1 Return of Confidential Information\nThe Receiving Party shall immediately on request by the Disclosing Party return all or any part of the Confidential Information as shall be determined by the Disclosing Party and shall (at the Disclosing Party's option) -\n(a) return all copies and extracts of the Confidential Information and all summaries, reports and notes made that relate to or use the Confidential Information (whether on paper, in an electronic information storage and retrieval system, in any other storage and retrieval system, or in any other storage medium); or\n(b) certify by letter signed by an authorized signatory of the Receiving Party that the items referred to in clause .6.1(a) have been destroyed or erased; or\n(c) do both of clauses 6.1(a) and 6.1(b) above.\nexcept that one copy of each may be retained by the Receiving Party's legal department for archival purposes only.\n6.2 Remedies\n6.2.1 The Receiving Party agrees that no monetary damages shall be sufficient to avoid or compensate the unauthorized use or disclosure of the Confidential Information and that injunctive relief would be appropriate to prevent any actual or threatened use or disclosure of such Confidential Information.\n6.2.2 Any expenses including the legal costs arising from this clause and/or this NDA shall be borne by the defaulting party.\n7. TERMINATION\n7.1 Without limiting the generality of any other clause in this NDA, either Party may terminate this NDA immediately by giving the other Party, thirty (30) days' written notice if the other Party:\n(a) is in breach of the terms and conditions of this NDA and such breach is not remedied within thirty (30) days of a written notification from the non-defaulting Party requiring the same to be remedied;\n(b) becomes, threatens or resolves to become or is in danger of becoming subject to any form of insolvency proceedings whatsoever;\n(c) ceases or threatens to cease conducting its business in the normal manner or appears to be at risk of doing so.\n7.2 In the event that the Parties fail to execute a legally binding agreement within the NDA Period in completion of the Purpose, this NDA shall forthwith be terminated at the end of the NDA Period.\n8. E-COMMUNICATION AND SIGNATURE\nThe Parties hereby consent to electronic communication and electronic signatures being equal to signatures inked on paper. The Parties acknowledge and agree that electronic communication is an acceptable method of communicating information from a Party to the other party without having to communicate the same on paper. Any communication and subsequent electronic signature that has been sent or signed in the past, present, or future between the Parties will hold the same force and effect as a document signed and inked on paper.\n9. MISCELLANEOUS\n9.1 Notices\n9.1.1 All notices which are required to be given hereunder shall be in writing and shall be sent to the registered address and correspondence address of the recipient set out in this NDA by personal delivery, registered post, electronic mail or facsimile transmission.\n9.1.2 Any change of registered or correspondence address of either Party shall be notified to the other Party.\n9.2 Successor Bound\nThis NDA shall be binding on the Parties hereto and their respective successors and permitted assigns.\n9.3 Assignment\nNeither Party shall be entitled to assign this NDA, in whole or in part, or any of its rights and obligations under this NDA without the prior written consent of the other Party.\n9.4 Severance\nNotwithstanding that any provision of this NDA may prove to be illegal or unenforceable, the remaining provisions of this NDA shall continue in full force and effect.\n9.5 Entire Agreement\nThis NDA, together with the Appendices, constitute the entire agreement between the Parties hereto with respect to the Purpose and supersedes all prior or contemporaneous representations, agreements and promises, written or oral, between the Parties with respect to the Purpose.\n9.6 Variation\nThis NDA shall not be amended, altered, changed or otherwise modified without the mutual consent of the Parties hereto and such amendments, alterations, changes or modifications shall be made in writing and signed by the Parties hereto.\n9.7 Governing Law and Jurisdiction\nThis NDA shall be governed by and interpreted in accordance with the laws of Malaysia and the Parties hereto agree to submit to the exclusive jurisdiction of the courts in Malaysia.\n9.8 Time\nTime whenever and wherever mentioned shall be of the essence of this NDA.\n9.9 Headings Annexures and Appendices\n9.9.1 The headings in this NDA are included for convenience only and shall neither affect the construction or interpretation of any provision in this NDA nor affect any of the rights or obligations of the Parties hereto.\n9.9.2 All annexures and appendices annexed hereto shall form part of this NDA and shall be read taken and construed as an essential part of this NDA.\n(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)\nfirst above written:\nSigned for and on behalf of )\nUNIVERSITI SAINS MALAYSIA )\nIn the presence of: ) ................................................................... [name & designation]\n........................................................... [name & designation]\nSigned for and on behalf of )\nABC )\nIn the presence of: ) .............................................................. [name & designation]\n........................................................... 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14310, 14330 ], [ 14330, 14400 ], [ 14400, 14420 ], [ 14421, 14481 ], [ 14481, 14501 ], [ 14502, 14530 ], [ 14530, 14531 ], [ 14532, 14536 ], [ 14536, 14537 ], [ 14538, 14558 ], [ 14558, 14623 ], [ 14623, 14643 ], [ 14644, 14704 ], [ 14704, 14724 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 27, 38, 44 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 29, 31 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 13 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 13 ] }, "nda-19": { "choice": "Entailment", "spans": [ 62 ] }, "nda-12": { "choice": "Entailment", "spans": [ 49, 52 ] }, "nda-20": { "choice": "Entailment", "spans": [ 65, 66, 67, 68, 69 ] }, "nda-3": { "choice": "Entailment", "spans": [ 13 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 38, 42 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 35, 38, 41 ] }, "nda-8": { "choice": "Entailment", "spans": [ 49, 54, 56 ] }, "nda-13": { "choice": "Entailment", "spans": [ 49, 53 ] }, "nda-5": { "choice": "Entailment", "spans": [ 38, 42 ] }, "nda-4": { "choice": "Entailment", "spans": [ 26, 33, 38, 40 ] } } } ], "document_type": "search-pdf", "url": "https://legal.usm.my/v3/phocadownload/pp%2011%20-%20non-disclosure%20agreement%20mutual.pdf" }, { "id": 327, "file_name": "PS20131165-Non-DisclosureAgreement.pdf", "text": "Non-Disclosure Agreement\nWHEREAS, in order to receive sensitive information, the City shall disclose to ___________________________________ (the \u201cRecipient\u201d), certain Confidential Material of the City for the sole purpose of responding to Request for Proposal No. PS20131165 \u2013 Preliminary Design of the Georgia Ramp and Steps (the \u201cPurpose\u201d) and on the terms and subject to the conditions contained in this Agreement.\nNOW THEREFORE, in consideration of the mutual premises and covenants herein, the receipt and sufficiency of which is hereby acknowledged, the City and the Recipient hereby agree as follows:\n1.0 Definitions\n1.1 \u201cAffiliate\u201d means an affiliate as defined in the Business Corporations Act (British Columbia), as may be amended.\n1.2 \u201cAgreement\u201d means this Non-Disclosure Agreement.\n1.3 \u201cCity\u201d means the City of Vancouver, a municipal corporation continued pursuant to the Vancouver Charter, and includes, but is not limited to, the Vancouver Police Board, the City\u2019s Board of Parks and Recreation, the Vancouver Fire and Rescue Service, and the Vancouver Library Board;\n1.4 \u201cRecipient\u2019s Team\u201d means any person who is a member of the Recipient\u2019s team, whether such member is an employee, sub-contractor or agent of the Recipient, or any employee or agent of such person.\n1.5 \u201cConfidential Material\u201d means all information, in any form or medium, known or used by City or an Affiliate of the City which is not known to the general public, including, but not limited to, the know-how, trade secrets, strategic plans, technical information, product information, supplier information, customer information, financial information, marketing information and information as to business opportunities, methods and strategies and research and development of the City and its Affiliates. If and to the extent any Confidential Material is included in any report, assessment, diagram, memorandum or other document or copied or reproduced in any other form or medium, such report, assessment, diagram, memorandum, document or Confidential Material in such other form or medium will be deemed to be Confidential Material.\n2.0 Title\n2.1 All right, title and interest in and to Confidential Material will be and remain vested in the City. Nothing in this Agreement obliges the City to disclose Confidential Material to the Recipient or grants the Recipient any license or right of any kind with respect to Confidential Material, except the limited right to use such information solely for the Purpose.\n3.0 Recipient's Obligations\n3.1 The Recipient will use Confidential Material only as strictly required for the Purpose and only in the manner and upon the terms specified in this Agreement.\n3.2 The Recipient will deal in utmost good faith with the City in its use of the Confidential Material provided by the City.\n3.3 The Recipient will hold and keep, and will ensure that all of the Recipient\u2019s Team will hold and keep, the Confidential Material in confidence and in trust for the City, using at least the same degree of care, but no less than a reasonable degree of care, as the Recipient uses to protect its own similar confidential information of like importance, and will,\n(a) prevent any access, reproduction, disclosure or use of the Confidential Material not expressly authorized herein,\n(b) disclose the Confidential Material only to those of the Recipient\u2019s Team who have a definable need to know such information for Purpose, provided that such Recipient\u2019s Team are bound by a confidentiality agreement with the Recipient no less restrictive than this Agreement, and in the event the employment or appointment of any such person is terminated, the Recipient agrees to use its best efforts to recover any of the Confidential Material in such person\u2019s custody or control. The Recipient will be responsible for all damages arising from any disclosure of all or part of the Confidential Material or any act in contravention of this Agreement by a person to whom such Confidential Material was given by the Recipient as if the disclosure were made or the act performed directly by the Recipient,\n(c) not, and will ensure that each of the Recipient\u2019s Team will not, copy or reproduce any of the Confidential Material, except as strictly necessary in order to carry out the Purpose, and\n(d) promptly notify the City in writing of any unauthorized copying, reproduction, use or disclosure of the Confidential Material of which the Recipient is or becomes aware, and such notice will include a detailed description of the circumstances of the copying, reproduction, use or disclosure and the parties involved.\n4.0 Exceptions to Confidentiality Obligations\n4.1 This Agreement imposes no obligation upon the Recipient with respect to the City\u2019s Confidential Material received hereunder that\n(a) the Recipient can promptly demonstrate with documentary evidence was already legitimately known to the Recipient without a duty of confidentiality prior to the disclosure thereof by the City,\n(b) is lawfully received by the Recipient from a third party, other than a supplier introduced to the Recipient by the City, without a duty of confidentiality,\n(c) has become general public knowledge through no act or fault on the part of the Recipient or the Recipient\u2019s Team, or\n(d) the Recipient can promptly demonstrate with documentary evidence was independently developed by or for the Recipient without the use of any Confidential Material.\n5.0 Legal Requirement to Disclose\n5.1 If the Recipient or any of the Recipient\u2019s Team is or becomes legally required to disclose any Confidential Material to a government body or court of law, the Recipient agrees, to the extent permissible by law, to give, and will ensure that the Recipient\u2019s Team give, the City sufficient advance notice to enable the City the opportunity to contest the disclosure or obtain a protective order.\n6.0 Warranty Disclaimer\n6.1 All Confidential Material is provided on an \u201cas is\u201d basis, and all representations and warranties, express or implied, including as to its accuracy or completeness, fitness for purpose, merchantability, and non-infringement, are hereby disclaimed.\n7.0 Injunctive Relief\n7.1 The Recipient acknowledges and agrees with the City that\n(a) the secrecy of the Confidential Material is of the utmost importance to the City, and the Confidential Material is of a sensitive and confidential nature such that monetary damages alone may be inadequate to protect the City\u2019s interests against any actual or threatened breach of this Agreement\n(b) the covenants and conditions of this Agreement are reasonable and necessary for the protection of the City\u2019s business and security and all defences to the strict enforcement thereof by the City are hereby waived by the Recipient to the fullest extent permitted by law, and\n(c) a violation of any of the provisions of this Agreement will result in immediate and irreparable damage to the City, and so the City will, in addition to any other rights to relief, be entitled to the remedies of specific performance and injunctive or other equitable relief in respect of any actual or threatened breach of this Agreement, without proof of actual damages or the inadequacy of monetary damages.\n8.0 General\n8.1 Upon the request at any time of the City, the Recipient will promptly destroy all Confidential Material and any copies or reproductions thereof in the Recipient\u2019s possession or under its control or in the possession or under the control of any of the Recipient\u2019s Team, and will certify in writing such destruction or return of all Confidential Material. If compliance with the foregoing would violate any applicable law or regulation, then such information may be retained provided that it is not used for any purpose other than to evidence the Recipient\u2019s compliance with such law or regulation, and such retained information must be maintained in confidence as set forth in this Agreement.\n8.2 Neither party has an obligation under this Agreement to enter into any other business relationship with the other party.\n8.3 The Recipient will not, without the written consent of the City, disclose to any third party either the fact that discussions or negotiations are taking place concerning the Transactions or any of the terms, conditions or other facts with respect to the Transactions including the status thereof or the subject matter of this Agreement, provided, however, that nothing herein will prevent the Recipient from making such disclosure\n(a) on a confidential basis to any of the Recipient\u2019s Team to the extent such person needs to know such information strictly for the Purpose, or\n(b) in order to comply with the requirements of applicable securities or other laws.\n8.4 No waiver, addition to or amendment of this Agreement will be effective unless made in writing signed by authorized signatories of the parties and expressly stated to be a waiver, addition to or amendment of this Agreement. This Agreement states the entire agreement between the parties as to its subject matter and merges and supersedes all previous communications with respect to their obligations hereunder, and the provisions hereof will enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.\n8.5 This Agreement will be governed by and interpreted and construed in accordance with the laws prevailing in the Province of British Columbia and the Recipient irrevocably attorns to the exclusive jurisdiction of the courts of British Columbia and all courts having appellate jurisdiction thereover in relation to the interpretation and enforcement of this Agreement.\n8.6 If the Recipient agrees to the terms and conditions of this Agreement the Recipient is required to sign and return this Agreement to the City of Vancouver Purchasing Services Office, fax number 604-873-7057, attention Jim Lowood or scan and email to jim.lowood@vancouver.ca.\nSigned by:\n__________________________________\n__________________________________\n__________________________________\n___________________________________\nDate\n", "spans": [ [ 0, 15 ], [ 15, 24 ], [ 25, 104 ], [ 104, 140 ], [ 140, 417 ], [ 418, 607 ], [ 608, 623 ], [ 624, 741 ], [ 742, 794 ], [ 795, 1082 ], [ 1083, 1282 ], [ 1283, 1789 ], [ 1789, 2118 ], [ 2119, 2128 ], [ 2129, 2133 ], [ 2133, 2234 ], [ 2234, 2496 ], [ 2497, 2524 ], [ 2525, 2529 ], [ 2529, 2686 ], [ 2687, 2691 ], [ 2691, 2811 ], [ 2812, 2816 ], [ 2816, 3175 ], [ 3176, 3293 ], [ 3294, 3779 ], [ 3779, 4099 ], [ 4100, 4288 ], [ 4289, 4609 ], [ 4610, 4655 ], [ 4656, 4660 ], [ 4660, 4788 ], [ 4789, 4984 ], [ 4985, 5144 ], [ 5145, 5265 ], [ 5266, 5432 ], [ 5433, 5466 ], [ 5467, 5471 ], [ 5471, 5864 ], [ 5865, 5888 ], [ 5889, 6140 ], [ 6141, 6162 ], [ 6163, 6167 ], [ 6167, 6223 ], [ 6224, 6522 ], [ 6523, 6799 ], [ 6800, 7213 ], [ 7214, 7225 ], [ 7226, 7230 ], [ 7230, 7584 ], [ 7584, 7921 ], [ 7922, 8046 ], [ 8047, 8051 ], [ 8051, 8481 ], [ 8482, 8626 ], [ 8627, 8711 ], [ 8712, 8716 ], [ 8716, 8940 ], [ 8940, 9268 ], [ 9269, 9273 ], [ 9273, 9638 ], [ 9639, 9643 ], [ 9643, 9917 ], [ 9918, 9928 ], [ 9929, 9963 ], [ 9964, 9998 ], [ 9999, 10033 ], [ 10034, 10069 ], [ 10070, 10074 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 15, 16 ] }, "nda-10": { "choice": "Entailment", "spans": [ 53 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 11 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 31, 35 ] }, "nda-20": { "choice": "Entailment", "spans": [ 49, 50 ] }, "nda-3": { "choice": "Entailment", "spans": [ 11 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 10, 23, 25, 53, 54 ] }, "nda-17": { "choice": "Entailment", "spans": [ 23, 27 ] }, "nda-8": { "choice": "Entailment", "spans": [ 38 ] }, "nda-13": { "choice": "Entailment", "spans": [ 31, 33 ] }, "nda-5": { "choice": "Entailment", "spans": [ 10, 23, 25 ] }, "nda-4": { "choice": "Entailment", "spans": [ 19 ] } } } ], "document_type": "search-pdf", "url": "https://bids.vancouver.ca/bidopp/RFP/documents/PS20131165-Non-DisclosureAgreement.pdf" }, { "id": 328, "file_name": "PSGT Agreement NDA New Supplier Non Disclosure Template DC.pdf", "text": "PURCHASING & SUPPLY GROUP\nNON-DISCLOSURE AGREEMENT\nThis CONFIDENTIALITY AGREEMENT (the \u201cAgreement\u201d) is made effective as of the [\u25cf] day of [\u25cf], 201[\u25cf] by and between Cleary Gottlieb Steen & Hamilton LLP (\u201cCGSH\u201d), a limited liability partnership with registered offices at 2000 Pennsylvania Avenue, NW, Washington, DC 20006 (the \u201cPremises\u201d), and [\u25cf] (the \u201cSupplier\u201d) with registered office at [\u25cf] (each a \u201cParty,\u201d and, together, the \u201cParties\u201d). For the purposes of this Agreement, CGSH includes its wholly owned subsidiaries, as well as its affiliates, branches, and offices both in and outside the United States, and the Premises includes all offices of the foregoing.\nIn consideration of CGSH hiring the Supplier to perform [\u25cf] services (the \u201cServices\u201d), including as may be set forth in an agreement between the Parties (the \u201cServices Agreement\u201d), and since the Supplier may be provided with or come into contact with confidential and proprietary information belonging to CGSH or its clients (each a \u201cDisclosing Party\u201d and together the \u201cDisclosing Parties\u201d) in connection with its provision of Services, the Supplier hereby agrees as follows:\n1. SUPPLIER\u2019S DUTY OF NON-DISCLOSURE\nA. \u201cConfidential Information\u201d means all confidential, proprietary, or non-public information of the Disclosing Parties (however recorded or preserved) that is disclosed or made available, directly or indirectly, by CGSH or its respective employees, officers, representatives or advisors to the Supplier or its affiliates, representatives, employees or agents, relating to the business of such Disclosing Party or that otherwise by its nature would be reasonably understood as confidential, whether provided in written or oral form and in any manner whatsoever. Without limiting the foregoing, Confidential Information may include confidential or proprietary information owned by a third party and used under license by a Disclosing Party.\nB. The Supplier agrees that it may only access and interact with any Confidential Information made available to it to the extent necessary for it to perform the Services. The Supplier further agrees that, as a recipient of Confidential Information: (i) except as expressly permitted by an applicable Services Agreement, it shall not, for any purpose, use, disclose, reproduce, transfer or reduce to writing or otherwise record the Confidential Information; (ii) it shall maintain in confidence the Confidential Information and shall, with respect to such Confidential Information, use the same degree of care and exercise reasonable efforts to protect such Confidential Information as it uses and exercises with respect to protecting its own similar confidential and/or proprietary information, but in all events no less than reasonable efforts and care; (iii) it shall only disclose Confidential Information to those of its or its affiliates\u2019 employees (a) to whom it is necessary to disclose such Confidential Information for performance of the Services, (b) to whom it has advised of the terms of this Agreement, and (c) who have agreed in writing to be bound by the terms of this Agreement; (iv) it shall cause the employees to whom the Confidential Information is disclosed pursuant to Section 1.B(iii) to comply with the terms of this Agreement, and it shall be responsible for such compliance and fully liable for any failure to comply; and (v) except as set forth in Section 1.B(iii), it shall not disclose or in any way disseminate or make available any Confidential Information disclosed or otherwise made available to it or in its possession to any other party.\nC. The Supplier shall be responsible for any breach of the terms of this Agreement by it and its affiliates, and their respective representatives, employees and agents, and shall take all reasonable measures to prevent such parties from using, disclosing, reproducing, transferring, reducing to writing or otherwise recording the Confidential Information as prohibited by this Agreement. If it becomes known to the Supplier that (i) it or its affiliates, representatives, employees or agents have breached any of the terms of this Agreement, or (ii) facts and/or circumstances exist that could be reasonably expected to result in disclosure of any Confidential Information, the Supplier shall in each case immediately notify CGSH of such breach, facts and/or circumstances, and, in the case of (ii), shall use its best efforts to remedy the facts and/or circumstances that would lead to such disclosure (to the extent such facts and/or circumstances may be within the Supplier\u2019s control upon such exercise of best efforts).\nD. The Supplier agrees that the restrictions on use and disclosure of Confidential Information under this Agreement shall not apply to the Supplier for information that: (i) is now or hereafter becomes, through no act or failure to act on the part of the Supplier, generally known or available to the public other than through a breach of an obligation of confidentiality to CGSH; (ii) was known to the Supplier prior to encountering such information from the performance of its Services; (iii) was lawfully obtained by the Supplier from third parties, provided that such third parties were not restricted or obligated to keep such information confidential; or (iv) is required to be disclosed by law, any order of court or any competent regulatory authority, subject to the further provisions of this clause. In the event that the Supplier is required to disclose Confidential Information pursuant to the requirements of applicable law, rules, regulations, court or other governmental authority, the Supplier shall provide prompt advance notice (in writing, if practical) to CGSH in order to enable CGSH to contest such requirement of disclosure or seek an appropriate protective order, and shall disclose such Confidential Information only to the extent the Supplier reasonably determines it is legally compelled to disclose such Confidential Information and with respect to which it agrees to exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded therefor.\nE. Confidential Information disclosed or made available under this Agreement and any intellectual property or proprietary rights therein are and shall remain the property of CGSH. Nothing in this Agreement shall be construed to imply the grant of any license to make, use or sell or otherwise commercialize any Confidential Information. Further, the Supplier acknowledges that any Confidential Information disclosed or made available to it is provided \u201cAS IS\u201d and that EACH DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO ITS CONFIDENTIAL INFORMATION, INCLUDING BUT NOT LIMITED TO, THE QUALITY, ACCURACY, RELIABILITY, CORRECTNESS OR COMPLETENESS OF SUCH CONFIDENTIAL INFORMATION, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES.\nF. Upon the termination of the Services for any reason or at the written request of a Disclosing Party at any time, the Supplier shall destroy (and promptly deliver a certification of such destruction) or promptly deliver to each Disclosing Party, or to the requesting Disclosing Party as the case may be, all tangible embodiments of such Disclosing Party\u2019s Confidential Information in the Supplier\u2019s or its employees\u2019 possession, including but not limited to copies, notes, packages, pictures, diagrams, computer memory media and all other tangible embodiments of, or materials containing, any portion of the Confidential Information.\n2. DATA PROTECTION\nEach Party shall (and shall procure that each of its relevant affiliates shall), and shall use reasonable endeavors to procure that any third party subcontractors shall, comply with their respective obligations under all applicable law regarding data protection in relation to all Personal Data and Confidential Information (together, \u201cProtected Data\u201d) that is processed by it in the course of performing its obligations under this Agreement, and take such steps as are reasonably required by the other Party to ensure that the other Party is able to comply with such law. This includes maintaining a valid and up to date registration or notification under applicable law relating to data protection. \u201cPersonal Data\u201d and \u201cprocessing\u201d and \u201cprocessed\u201d (when used in the context of Personal Data) have the meanings given to those terms in the EU Data Protection Directive 95/46/EC and the applicable implementing legislation in any country including the Data Protection Act 1998 (the \u201cData Protection Laws\u201d).\nCGSH acknowledges that, to the extent the Supplier is a data processor within the meaning of the Data Protection Laws, the Supplier shall (and shall use all reasonable endeavors to ensure that its sub-contractors shall) (i) only process Confidential Information, including any client data, in accordance with CGSH\u2019s instructions and (ii) bring into effect and maintain all reasonable technical and organizational measures to maintain security, prevent unauthorized or unlawful access to or processing of Personal Data, and accidental loss or destruction of, or damage to, Personal Data, having regard to the state of technological development and the cost of implementing the measures, so as to ensure a level of security appropriate to: (A) the harm that may result from breach of those measures; and (B) the nature of the Personal Data to be protected.\nFurther, the Data Protection Laws make it mandatory that CGSH obtain contractual guarantees from all third parties who will be given access to or who become aware of Protected Data during the course of their visits to the Premises in order that they may undertake the role of a service provider. The Data Protection Laws also require CGSH to ensure they have measures in place to prevent the unauthorized or unlawful use of Protected Data and to prevent accidental loss, destruction or damage to any personal information. The Supplier must therefore ensure, by way of written contract between it and its employees, subcontractors and individuals visiting the Premises on the Supplier\u2019s behalf (each a \u201cContractor\u201d and, together, the \u201cContractors\u201d), that if at any time a Contractor becomes aware of Protected Data the Supplier or its Contractors will not (i) share this information with anyone outside of CGSH, (ii) take any information away from the Premises, and/or (iii) duplicate or copy any Protected Data.\n3. SURVIVAL; REMEDY\nA. This Agreement and the obligations herein shall survive indefinitely, regardless of whether or not the Supplier is still providing Services at the Premises.\nB. The Supplier acknowledges that the unauthorized use or disclosure of a Disclosing Party\u2019s Confidential Information or any breach of this Agreement by the Supplier may cause such Disclosing Party to suffer irreparable injury not compensable by monetary damages and for which such Disclosing Party may not have an adequate remedy at law. Accordingly, the Supplier agrees that CGSH will have the right to seek, without the posting of any bond or security or the giving of any undertaking as to damages or otherwise, specific performance or other injunctive or equitable relief from a court of competent jurisdiction as may be necessary or desirable to prevent, curtail or remedy any such unauthorized use or disclosure, whether threatened or actual. The rights of CGSH set forth in this paragraph shall be in addition to, and without prejudice to, any other rights that CGSH may have hereunder, whether at law or in equity.\n4. MISCELLANEOUS\nA. To the extent any applicable Services Agreement contains terms with respect to confidentiality that conflict with, or are less restrictive with respect to the Supplier\u2019s obligations than, those set forth in Sections 1-3 herein, the terms of this Agreement govern.\nB. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions. The Parties hereby agree and consent to the personal jurisdiction of any federal or state court of competent jurisdiction sitting in the County and State of New York with respect to claims arising under or in connection with this Agreement.\nC. All notices, requests, consents, demands and other communications provided for by this Agreement shall be in writing and shall be deemed given and received when sent by first class mail at any general or branch post office enclosed in a registered or certified postpaid envelope, addressed to the Parties at the addresses set forth at the beginning of this Agreement, with a copy to the attention of the respective Parties as follows:\nCGSH: Purchasing & Supply Group\nSupplier: [e.g. General Counsel,]\nor to such changed address as such Parties may have fixed by notice; provided, however, that any notice of change of address shall be effective only upon receipt. If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule, law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any provision is invalid, illegal or incapable of being enforced, such provision shall be construed by the appropriate judicial body by limiting and reducing such provision so as to be enforceable to the maximum extent under applicable law and consistent with the original intent of the Parties. This Agreement sets forth the entire agreement and understanding between the Parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any kind and every nature between the Parties. Any and all prior arrangements, representations, promises, understandings and conditions in connection with such matter, and any representations, promises or conditions not expressly incorporated herein or expressly made a part hereof shall not be binding upon any Party. This Agreement shall not establish any relationship of partnership, joint venture, employment, franchise or agency between the Parties and shall not be construed to create any obligation on the part of either Party to retain the services of or to compensate the other Party in any manner. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.\nIN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.\n[Signature page follows]\nCleary Gottlieb Steen & Hamilton LLP [\u25cf]\nBy: By:\n(Signature) (Signature)\nName: Name:\n(type or print) (type or print)\nTitle: Title:\n(type or print) (type or print)\n", "spans": [ [ 0, 25 ], [ 26, 50 ], [ 51, 444 ], [ 444, 668 ], [ 669, 1144 ], [ 1145, 1181 ], [ 1182, 1743 ], [ 1743, 1920 ], [ 1921, 2092 ], [ 2092, 2170 ], [ 2170, 2378 ], [ 2378, 2776 ], [ 2776, 2875 ], [ 2875, 2978 ], [ 2978, 3041 ], [ 3041, 3116 ], [ 3116, 3369 ], [ 3369, 3593 ], [ 3594, 3982 ], [ 3982, 4023 ], [ 4023, 4139 ], [ 4139, 4388 ], [ 4388, 4617 ], [ 4618, 4788 ], [ 4788, 4999 ], [ 4999, 5107 ], [ 5107, 5279 ], [ 5279, 5428 ], [ 5428, 6123 ], [ 6124, 6304 ], [ 6304, 6461 ], [ 6461, 6898 ], [ 6899, 7534 ], [ 7535, 7553 ], [ 7554, 8127 ], [ 8127, 8255 ], [ 8255, 8559 ], [ 8560, 8780 ], [ 8780, 8893 ], [ 8893, 9298 ], [ 9298, 9362 ], [ 9362, 9414 ], [ 9415, 9444 ], [ 9444, 9711 ], [ 9711, 9937 ], [ 9937, 10270 ], [ 10270, 10326 ], [ 10326, 10383 ], [ 10383, 10426 ], [ 10427, 10446 ], [ 10447, 10606 ], [ 10607, 10946 ], [ 10946, 11357 ], [ 11357, 11530 ], [ 11531, 11547 ], [ 11548, 11814 ], [ 11815, 11973 ], [ 11973, 12213 ], [ 12214, 12651 ], [ 12652, 12683 ], [ 12684, 12717 ], [ 12718, 12881 ], [ 12881, 13108 ], [ 13108, 13433 ], [ 13433, 13679 ], [ 13679, 13951 ], [ 13951, 14240 ], [ 14240, 14419 ], [ 14420, 14585 ], [ 14586, 14610 ], [ 14611, 14651 ], [ 14652, 14659 ], [ 14660, 14683 ], [ 14684, 14695 ], [ 14696, 14727 ], [ 14728, 14741 ], [ 14742, 14773 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 32 ] }, "nda-15": { "choice": "Entailment", "spans": [ 29, 30 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 50 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 32 ] }, "nda-3": { "choice": "Entailment", "spans": [ 6 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 9, 12, 13, 14, 15, 17 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 9, 10, 18 ] }, "nda-8": { "choice": "Entailment", "spans": [ 28 ] }, "nda-13": { "choice": "Entailment", "spans": [ 23, 26 ] }, "nda-5": { "choice": "Entailment", "spans": [ 9, 12, 13, 14, 15 ] }, "nda-4": { "choice": "Entailment", "spans": [ 8 ] } } } ], "document_type": "search-pdf", "url": "https://www.clearygottlieb.com/-/media/organize-archive/cgsh/files/psgt-agreement-nda-new-supplier-non-disclosure-template-dc.pdf" }, { "id": 329, "file_name": "QEP-Williston-Form-of-Confidentiality-Agreement-BMO.pdf", "text": "CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT\nThis Confidentiality and Nondisclosure Agreement (this \u201cAgreement\u201d) is dated _______ ___, 2018 (the \u201cEffective Date\u201d), and is between QEP Energy Company (\u201cOwner\u201d), a Delaware corporation, and _____________________ (the \u201cReceiving Company\u201d), a ______ ______________. Owner and the Receiving Company are sometimes referred to herein individually as a \u201cParty\u201d and collectively as the \u201cParties.\u201d\nR E C I T A L S\nWHEREAS, Owner has in its possession the Confidential Information (as hereinafter defined) relating to Owner\u2019s and certain of its Affiliates\u2019 assets and properties located in the Williston Basin in Dunn, McKenzie, McLean, Mercer and Mountrail Counties, North Dakota (collectively, the \u201cProperties\u201d);\nWHEREAS, in order for the Receiving Company to determine its interest in entering into a transaction with Owner and/or certain of its Affiliates regarding the potential sale, transfer or other disposition of all or any portion of the Properties (the \u201cTransaction\u201d), Owner is willing to disclose on a non-exclusive basis certain Confidential Information to the Receiving Company for the sole purpose of the Receiving Company\u2019s review and evaluation of the Transaction, provided that the Receiving Company agrees to and accepts the terms and provisions of this Agreement; and\nWHEREAS, the Receiving Company is willing to agree to keep the Confidential Information confidential and to use such information only in accordance with the terms of this Agreement.\nNOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:\nA G R E E M E N T\n1. Nondisclosure of Confidential Information.\n(a) The Receiving Company (x) shall not use, and shall cause each of its Representatives (as hereinafter defined) not to use, any Confidential Information (including any portion thereof) for any purpose other than in connection with the Receiving Company\u2019s evaluation of the potential Transaction, and (y) shall, and shall cause each of its Representatives to, keep strictly confidential at all times and not disclose any Confidential Information except as expressly permitted hereunder. The Confidential Information may be disclosed by the Receiving Company to any of the Receiving Company\u2019s Representatives, but only if and to the limited extent that such Representative needs to know the Confidential Information for the purpose of evaluating the potential Transaction. It is understood that prior to any disclosure by Receiving Company to such Representatives, that (i) such Representatives shall be informed by the Receiving Company of the confidential and proprietary nature of the Confidential Information and the requirement that the same shall not be used other than for the purpose described above; (ii) such Representatives shall be required to agree to and be bound by the terms of this Agreement as a condition of receiving the Confidential Information; and (iii) in any event, the Receiving Company shall be liable for any breach of the terms of this Agreement by any of its Representatives as if such Representatives were a Receiving Party hereunder. The Receiving Company shall not (and shall cause its Representatives not to) disclose the Confidential Information to any person other than as permitted hereby, and the Receiving Company shall (and shall cause its Representatives to) safeguard the Confidential Information from unauthorized use or disclosure by using at least the same degree of care that the Receiving Company uses in connection with its own confidential information of similar kind (but in any event no less than a reasonable degree of care).\n(b) For purposes of this Agreement, (i) a person\u2019s \u201cRepresentatives\u201d shall be the Affiliates, and the officers, directors, managers, members, shareholders, partners, employees, agents, representatives, consultants, principals, attorneys, accountants, advisors and potential financing sources, of such person, and of each of their Affiliates; (ii) the term \u201cperson\u201d shall be interpreted broadly to include, without limitation, any entity, company, corporation, trust, group, limited liability company, partnership or individual; and (iii) the term \u201cAffiliate\u201d is defined as any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the person specified. For purposes of the term Affiliate, \u201ccontrol\u201d means the power to direct or cause the direction of the management of such person, whether through the ownership of voting securities, by contract, agency, or otherwise.\n2. Definition of \u201cConfidential Information\u201d.\n(a) For purposes of this Agreement, the term \u201cConfidential Information\u201d means, collectively, any and all information, materials or data (whether written, electronic, video or oral) which concerns, relates to, or is associated in any way with Owner, its Affiliates, the Properties or the Transaction, that is disclosed or made available to the Receiving Company or any of its Representatives by Owner, or any of Owner\u2019s Representatives, which is either confidential, proprietary, or otherwise not generally available to the public, including, without limitation, analyses, interpretations, compilations, reports, reservoir data, geologic and geophysical data, maps, models, financial data, economic data, commercial data, contractual data, environmental data, marketing data, operational data, engineering data, and other information, documents, materials and data, as well as any copies, notes, reports, analyses, compilations, data, studies, excerpts, evaluation materials, summaries or other documents, information, or materials developed or prepared by or on behalf of the Receiving Company or any of its Representatives that include, incorporate, refer to, reflect, are derived from or are based on, in whole or in part, any other Confidential Information. Notwithstanding the foregoing, the following shall not constitute Confidential Information for the purposes of this Agreement: (a) information that is or becomes generally available to the public\nother than as a result of a breach of this Agreement by the Receiving Company or any of the Receiving Company\u2019s Representatives; (b) information which was already known by the Receiving Company on a non-confidential basis prior to being disclosed or made available to the Receiving Company by Owner or Owner\u2019s Representatives; (c) information which becomes available to the Receiving Company or the Receiving Company\u2019s Representatives on a non-confidential basis from a source other than Owner or any of Owner\u2019s Representatives, provided that such source was not subject to any confidentiality obligation or other prohibition against transmitting the information to the Receiving Company or any of the Receiving Company\u2019s Representatives; and (d) information that is independently developed by the Receiving Company or its Representatives without use of, or reference to, the Confidential Information.\n(b) Notwithstanding the foregoing in Section 2(a) or anything to the contrary contained herein on the use or disclosure of Confidential Information in this Agreement, Owner acknowledges that (1) the Receiving Company is involved in widespread oil and gas activities and receives confidential information and data from many different sources; (2) its review of the Confidential Information will not preclude any oil and gas operation or activity by it subsequent to the review hereunder in any area that was subject to the review or any other areas (but only so long as the Confidential Information is not used in connection with such operation or activity in violation of this agreement); (3) the Receiving Company\u2019s Representatives may retain general mental impressions of the Confidential Information; and (4) its Representatives shall not be precluded from working on projects in an area which was subject to review hereunder because of their general mental impressions (but only so long as the Confidential Information is not used in connection with such operation or activity in violation of this agreement).\n3. Required Disclosures. In the event that law, legal process, court order or any governmental or regulatory authority requires the Receiving Company or any of its Representatives to disclose all or any portion of the Confidential Information, the Receiving Company or such Representative may do so; provided that it shall immediately provide written notice to Owner of the required disclosure, unless such notice is prohibited by law, so that Owner may have an opportunity to seek an appropriate protective order. The Receiving Company and its Representatives agree to cooperate with any reasonable request of Owner in its efforts to secure such protective order or other appropriate remedy. If Owner is unable to obtain such protective order or other appropriate remedy, the Receiving Company or its Representatives shall furnish only that portion of the Confidential Information which the Receiving Company or its Representatives are advised in writing by counsel is required by law to be furnished and shall exercise their reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information.\n4. Non-Disclosure of Existence of Negotiations. Without the prior, written consent of Owner, neither the Receiving Company nor its Representatives shall disclose to any other person that it has received the Confidential Information or that discussions or negotiations are taking place between Owner and the Receiving Company concerning a possible Transaction, including the status or terms of such discussions or negotiations, or the fact that Receiving Party is evaluating a possible Transaction.\n5. No Representations or Warranties; No License.\n(a) Neither Owner nor any of its Representatives has made or makes any representation or warranty as to (i) the accuracy, quality or completeness of the Information or (ii) the presence, quality or quantity of oil, gas or other hydrocarbons or the expected results of exploration, production or marketing activities. The Receiving Company agrees that neither Owner nor any of its Representatives shall have any liability to the Receiving Company or any of its Representatives resulting directly or indirectly from the Receiving Company\u2019s use of the Information. For the purposes of this Section 5(a), \u201cInformation\u201d is deemed to include, without limitation, any and all Confidential Information and other information and data furnished by Owner or any of Owner\u2019s Representatives, whether or not such information is Confidential Information as defined in Section 2.\n(b) Nothing in this Agreement shall be construed as granting any rights to the Receiving Company or any of its Representatives under any patent, copyright, trademark, trade secret, or other intellectual property right of Owner, nor shall this Agreement be construed to grant to the Receiving Company or any of its Representatives any licenses or other rights in or to the Confidential Information except the limited right to review the Confidential Information solely for the purposes of determining whether to enter into the Transaction. Nothing contained in this Agreement is intended to confer upon the Receiving Company or its Representatives any right whatsoever to any interest Owner has or may have in the Properties.\n6. Return of Information. The Confidential Information shall remain the property of Owner, and the written Confidential Information, except for that portion of the Confidential Information that is contained in analyses, compilations, studies or other documents prepared by or for the Receiving Company in connection with the Transaction, shall be destroyed or returned to Owner immediately upon its request, and no copies shall be retained by the Receiving Company or its Representatives, unless the Parties agree otherwise; provided, however, that any Confidential Information contained in back-up computer records may be retained for such period required for compliance purposes if required by law, rule or regulation; provided further, that such Confidential Information shall continue to be subject to the confidentiality, non-disclosure and non-use obligations contained in this Agreement until returned in accordance with this Section 6. That portion of the Confidential Information that may be found in analyses, compilations, studies or other documents prepared by or for the Receiving Company or its Representatives, oral or visual Confidential Information, and written Confidential Information not so returned shall be destroyed (such destruction to be certified promptly in writing to Owner by an authorized officer of the Receiving Company).\n7. No Waiver. No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.\n8. Equitable Relief. The Receiving Company acknowledges and agrees that Owner may be irreparably injured, such that money damages alone may not be adequate remedy, and will be entitled to equitable relief (including, without limitation, the granting of specific performance and injunctive relief in Owner\u2019s favor), if the Receiving Company or any person to whom the Receiving Company discloses any Confidential Information breaches or threatens to breach the terms of this Agreement. The Receiving Company agrees that equitable relief is not exclusive of other remedies to which Owner may be entitled at law or in equity. The Receiving Company further agrees to waive, and cause its Representatives to waive, any requirement for securing or posting any bond in connection with the pursuit of any such remedy.\n9. No Obligation to Consummate Transaction. Nothing in this Agreement shall in any manner obligate either Party to proceed with the Transaction, whether on the terms suggested by the Receiving Company, or on any other terms. The Receiving Company acknowledges and agrees that Owner, in its sole and absolute discretion, (a) is free to explore other potential opportunities that may lead to a possible Transaction with another party with respect to the Properties, (b) may change the procedures relating to its consideration of a Transaction involving the Properties at any time without prior notice, (c) may reject any and all proposals made by the Receiving Company with respect to a possible Transaction, (d) may terminate discussions with the Receiving Company at any time and for any reason, and (e) will have no obligation or liability to the Receiving Company with regard to a possible Transaction or any negotiations relating to a possible Transaction by virtue of this Agreement or otherwise, unless and until, and only in the event that, a definitive agreement has been executed by the Parties with respect to the Transaction. Accordingly, Owner may elect at any time to terminate further access to and review of the Confidential Information, at which time the obligations of the Receiving Company contained in Section 6 above shall be applicable. The Receiving Company\u2019s obligation to maintain the Confidential Information confidential as provided in this Agreement shall survive any decision by Owner not to proceed with the Transaction, or to proceed with a party other than the Receiving Company.\n10. Access to Employees. The Receiving Company agrees that, unless otherwise instructed by Owner, all communications with Owner regarding the proposed Transaction, including requests for additional information from Owner in connection with the Transaction, requests for facility tours or management meetings with Owner in connection with the Transaction and discussions with or questions for Owner regarding procedures, will be submitted or directed only to BMO Capital Markets Corp. and not to Owner or any of its other Representatives.\n11. No Solicitation. Until the expiration of one year from the Effective Date, or until the execution of a definitive agreement between the Parties regarding a Transaction that addresses solicitation of employees, whichever is earlier, the Receiving Company shall not, and shall cause its Affiliates not to, (a) directly or indirectly recruit (including as a director or consultant), solicit (including by contracting through an independent contractor, consultant or other third party) or otherwise induce any director, officer, employee or consultant of Owner or its Affiliates to terminate his or her directorship, employment or consultancy, as the case may be, or (b) hire or assist another person or entity in hiring or engaging as a consultant any officer, employee or consultant of Owner or its Affiliates. The Receiving Company is not restricted from hiring officers or employees of Owner or its Affiliates who respond to public advertisements for job openings.\n12. No Joint Venture. This Agreement is not intended to and shall not create a partnership, joint venture, or any other business combination between the Parties.\n13. Notices. Any communications between the Parties or notices or requests in connection with this Agreement may be given by mailing the same, postage prepaid, or sending the same by electronic mail (\u201cemail\u201d) transmission (provided that receipt of such email is requested and received, excluding automatic receipts) to each Party at its address shown below, or to such other addresses as either Party may in writing hereafter indicate. Notices shall be effective only when received.\nIf to Owner:\nQEP Energy Company\n1050 17th Street, Suite 800\nDenver, Colorado 80265\nAttention: Chris Woosley, Senior Vice President and General Counsel\nEmail: Chris.Woosley@qepres.com\nIf to the Receiving Company:\n_______________________\n_______________________\n_______________________\nAttention:\nEmail:\n14. Term. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be effective as of the Effective Date and shall remain in full force and effect thereafter for a period of one year, whereupon this Agreement shall automatically terminate, unless otherwise terminated by the mutual written agreement of the Parties. Notwithstanding the foregoing, Section 6 will survive termination of this Agreement until such time as Receiving Party and its Representatives have destroyed all Confidential Information retained in accordance with Section 6, and the remaining Sections of this Agreement will survive termination of this Agreement until such time and to the extent necessary to enforce or give full force and effect the obligations set forth in Section 6.\n15. Entire Agreement; Amendment. This Agreement (a) represents the entire understanding and agreement of the Parties with respect to the matters contained herein; and, (b) may be amended, modified or waived in whole or in part only by a separate writing executed by the Parties, which writing expressly amends, modifies or waives all or part of this Agreement. The headings of the sections of this Agreement are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement.\n16. Severability. The invalidity of any one or more provisions of this Agreement shall not affect the validity of this Agreement as a whole, and in case of any such invalidity, this Agreement shall be construed as if such invalid provision had not been included herein.\n17. Assignment. This Agreement shall inure to the benefit of Owner and its successors and assigns and shall be binding on the Receiving Company, its Representatives and its and their successors and assigns; provided that the Receiving Company may not assign any right or obligation hereunder to any person without the prior written consent of Owner, which such consent may be withheld in Owner\u2019s sole and absolute discretion. Any attempted assignment by the Receiving Company without such required consent shall be null and void ab initio.\n18. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Texas, excluding any choice of law rules that may direct application of laws of another jurisdiction. Owner and the Receiving Company agree that the exclusive venue and forum for any action brought in connection with this Agreement will be initiated and maintained in any state or federal court located in Harris County, Texas and irrevocably waives any right to a trial by jury and any right such Party may have to object to such venue and forum. Notwithstanding the foregoing, Owner shall be entitled to seek emergency or temporary injunctive or other equitable relief or to seek the enforcement of any judgment in its favor in any state or federal court of competent jurisdiction.\n19. Expenses. In the event of litigation or other formal legal or regulatory proceedings to clarify a matter, resolve a dispute or remedy a breach hereunder, the prevailing Party under a final and non-appealable court, tribunal or agency order or mandate shall be fully reimbursed by the other Party for all reasonable costs and expenses, including but not limited to reasonable attorneys\u2019 fees, incurred by the prevailing Party in any such proceeding.\n20. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute a single agreement. This Agreement may be validly executed and delivered by facsimile or other electronic transmission.\n[Signature page follows.]\nIN WITNESS WHEREOF, the duly authorized representatives of Owner and the Receiving Company have executed this Agreement effective as of the Effective Date.\nOWNER: RECEIVING COMPANY:\nQEP ENERGY COMPANY [______________________]\n_____________________________________ _____________________________________\nBy: [______] as agent for QEP Energy Company By:\nName: Name:\nTitle: Title:\nSIGNATURE PAGE TO\n", "spans": [ [ 0, 43 ], [ 44, 258 ], [ 258, 294 ], [ 294, 310 ], [ 310, 434 ], [ 434, 435 ], [ 436, 451 ], [ 452, 751 ], [ 752, 1018 ], [ 1018, 1325 ], [ 1326, 1507 ], [ 1508, 1722 ], [ 1723, 1740 ], [ 1741, 1786 ], [ 1787, 1813 ], [ 1813, 2089 ], [ 2089, 2275 ], [ 2275, 2560 ], [ 2560, 2657 ], [ 2657, 2896 ], [ 2896, 3058 ], [ 3058, 3253 ], [ 3253, 3764 ], [ 3765, 3801 ], [ 3801, 4107 ], [ 4107, 4297 ], [ 4297, 4496 ], [ 4496, 4711 ], [ 4712, 4756 ], [ 4757, 6018 ], [ 6018, 6145 ], [ 6145, 6213 ], [ 6214, 6343 ], [ 6343, 6541 ], [ 6541, 6957 ], [ 6957, 7115 ], [ 7116, 7307 ], [ 7307, 7458 ], [ 7458, 7805 ], [ 7805, 7924 ], [ 7924, 8229 ], [ 8230, 8255 ], [ 8255, 8745 ], [ 8745, 8923 ], [ 8923, 9371 ], [ 9372, 9420 ], [ 9420, 9869 ], [ 9870, 9918 ], [ 9919, 10023 ], [ 10023, 10087 ], [ 10087, 10236 ], [ 10236, 10481 ], [ 10481, 10782 ], [ 10783, 11322 ], [ 11322, 11507 ], [ 11508, 11534 ], [ 11534, 12452 ], [ 12452, 12861 ], [ 12862, 12876 ], [ 12876, 13146 ], [ 13147, 13168 ], [ 13168, 13631 ], [ 13631, 13769 ], [ 13769, 13955 ], [ 13956, 14000 ], [ 14000, 14181 ], [ 14181, 14276 ], [ 14276, 14420 ], [ 14420, 14556 ], [ 14556, 14663 ], [ 14663, 14756 ], [ 14756, 15092 ], [ 15092, 15105 ], [ 15105, 15313 ], [ 15313, 15565 ], [ 15566, 15591 ], [ 15591, 16103 ], [ 16104, 16125 ], [ 16125, 16393 ], [ 16393, 16412 ], [ 16412, 16771 ], [ 16771, 16917 ], [ 16917, 17072 ], [ 17073, 17095 ], [ 17095, 17234 ], [ 17235, 17248 ], [ 17248, 17671 ], [ 17671, 17717 ], [ 17718, 17730 ], [ 17731, 17735 ], [ 17735, 17749 ], [ 17750, 17777 ], [ 17778, 17800 ], [ 17801, 17868 ], [ 17869, 17900 ], [ 17901, 17929 ], [ 17930, 17953 ], [ 17954, 17977 ], [ 17978, 18001 ], [ 18002, 18012 ], [ 18013, 18019 ], [ 18020, 18371 ], [ 18371, 18809 ], [ 18810, 18843 ], [ 18843, 18858 ], [ 18858, 18978 ], [ 18978, 19171 ], [ 19171, 19360 ], [ 19361, 19379 ], [ 19379, 19630 ], [ 19631, 19647 ], [ 19647, 20057 ], [ 20057, 20170 ], [ 20171, 20190 ], [ 20190, 20380 ], [ 20380, 20726 ], [ 20726, 20757 ], [ 20757, 20961 ], [ 20962, 20976 ], [ 20976, 21414 ], [ 21415, 21433 ], [ 21433, 21596 ], [ 21596, 21695 ], [ 21696, 21721 ], [ 21722, 21877 ], [ 21878, 21903 ], [ 21904, 21923 ], [ 21923, 21947 ], [ 21948, 21986 ], [ 21986, 22023 ], [ 22024, 22072 ], [ 22073, 22084 ], [ 22085, 22098 ], [ 22099, 22116 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 53, 54 ] }, "nda-10": { "choice": "Entailment", "spans": [ 46 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 29 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 56, 74, 101, 102 ] }, "nda-12": { "choice": "Entailment", "spans": [ 30, 35 ] }, "nda-20": { "choice": "Entailment", "spans": [ 56 ] }, "nda-3": { "choice": "Entailment", "spans": [ 29 ] }, "nda-18": { "choice": "Entailment", "spans": [ 78, 79, 80, 81 ] }, "nda-7": { "choice": "Entailment", "spans": [ 17, 23, 24 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 42 ] }, "nda-13": { "choice": "Entailment", "spans": [ 30, 34 ] }, "nda-5": { "choice": "Entailment", "spans": [ 17, 23, 24 ] }, "nda-4": { "choice": "Entailment", "spans": [ 14, 15 ] } } } ], "document_type": "search-pdf", "url": "https://www.bmoaddeals.com/uploads/QEP-Williston-Form-of-Confidentiality-Agreement-BMO.pdf" }, { "id": 330, "file_name": "QSA_NDA.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis Agreement is made by and between ___________________________________________ of (primary place of residence) ______________________________ __________________________________________________________________________________________ (\u201cRecipient\u201d) and Q Society of Australia Inc, Suite 13/4, 150 Albert Road, South Melbourne, Victoria, Australia (\u201cSociety\u201d).\n1. Definition of Confidentiality. As used in this Agreement, \"Confidential Information\" refers to any information which entails personal details of fellow members, supporters, associates such as names, addresses, telephone numbers and other contact details as well as operational manuals, methods, computer software, works of art, drafts and designs, financial data, places of meetings, secrets and other proprietary information related to the past, current, future and proposed activities of the Society, and any other information which is privileged, proprietary and confidential.\n2. Nondisclosure and Nonuse Obligations. Recipient will maintain in confidence and will not disclose, disseminate or use any Confidential Information belonging to and/or related to Society, whether or not in written form. Recipient agrees that Recipient shall treat all Confidential Information of the Society with at least the same degree of care as Recipient accords its own confidential information. Recipient further represents that Recipient exercises at least reasonable care to protect its own confidential information.\n3. Survival. This Agreement shall govern all communications between the parties. Recipient understands that its obligations under Paragraph 2 (\"Nondisclosure and Nonuse Obligations\") shall survive the termination of any other relationship between the parties. Upon termination of any relationship between the parties, Recipient will promptly deliver to the Society, without retaining any copies, all documents and other materials furnished to Recipient by the Society.\n4. Governing Law. This Agreement shall be governed in all respects by the laws of the Commonwealth of Australia and by the laws of the State of Victoria; as such laws are applied to agreements entered into and to be performed entirely within Australia.\n5. Injunctive Relief. A breach of any of the promises or agreements contained herein will result in irreparable and continuing damage to the Society for which there will be no adequate remedy at law, and the Society shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).\n6. Entire Agreement. This Agreement constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. This Agreement may only be changed by mutual agreement between the parties in writing.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written below.\n_____ / ________________ / 20 _____ _____ / ________________ / 20 _____\nFOR Q SOCIETY OF AUSTRALIA INC: RECIPIENT:\nBy: ___________________________ By: ____________________________\nName: _________________________ Name: __________________________\nTitle: __________________________ Title: ___________________________\n", "spans": [ [ 0, 24 ], [ 25, 63 ], [ 63, 139 ], [ 139, 170 ], [ 170, 261 ], [ 261, 385 ], [ 386, 420 ], [ 420, 968 ], [ 969, 1010 ], [ 1010, 1191 ], [ 1191, 1372 ], [ 1372, 1495 ], [ 1496, 1509 ], [ 1509, 1577 ], [ 1577, 1756 ], [ 1756, 1964 ], [ 1965, 1983 ], [ 1983, 2217 ], [ 2218, 2240 ], [ 2240, 2598 ], [ 2599, 2620 ], [ 2620, 2843 ], [ 2843, 2929 ], [ 2930, 3026 ], [ 3027, 3098 ], [ 3099, 3141 ], [ 3142, 3146 ], [ 3146, 3174 ], [ 3174, 3178 ], [ 3178, 3206 ], [ 3207, 3213 ], [ 3213, 3239 ], [ 3239, 3245 ], [ 3245, 3271 ], [ 3272, 3279 ], [ 3279, 3306 ], [ 3306, 3313 ], [ 3313, 3340 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 15 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 14 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 15 ] }, "nda-3": { "choice": "Entailment", "spans": [ 9 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "http://qsocaus.org/downloads/QSA_NDA.pdf" }, { "id": 331, "file_name": "QuickBooks-NDA-template.pdf", "text": "Non-disclosure Agreement\nThis NON-DISCLOSURE AGREEMENT is made and entered into as of ____________, 20____, by and between _________________________________________________, with its principal place of business at _______________________________________, on its own behalf, and on behalf of its subsidiaries, and _________________________ _______________________________________, with its principal place of business at _____________________________________________________________________. _______________________________ and _________________________________ shall collectively be called the \u201cParties\u201d.\nFor good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:\n1. Purpose. The Company and Third Party wish to discuss a potential business opportunity under which each may disclose its Confidential Information to the other.\n2. Definition. \u201cConfidential Information\u201d means any information, technical data or know-how, including, but not limited to, that which relates to research, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, marketing or finances, disclosed orally or in written or electronic form, and which is marked or identified by the disclosing party as \u201cproprietary\u201d or \u201cconfidential\u201d. Confidential Information does not include information, technical data or know-how that:\n(i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party\u02bcs files and records immediately prior to the time of disclosure; or\n(ii) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party;\n(iii) is approved for release by the disclosing party; or\n(iv) is independently developed by the receiving party without the use of any Confidential Information of the other party.\n3. Non-disclosure of Confidential Information. The Company and Third Party each agree not to use the Confidential Information disclosed to it by the other party for its own use or for any purpose except to carry out discussions concerning and the undertaking of any business relationship between the two. The recipient of Confidential Information will not disclose such Confidential Information to anyone, including to their employees; however, the recipient of Confidential Information may disclose such information to certain employees who are required to have such information to carry out the contemplated business. Each has had or will have employees to whom Confidential Information of the other is disclosed sign a Non-disclosure Agreement in content substantially similar to this Agreement and will notify the other in writing of the names of the persons who have had access to Confidential Information of the other party. Each agrees that it will take all reasonable steps to protect the secrecy of and avoid disclosure or use of Confidential Information of the other in order to prevent it from falling into the public domain or the possession of unauthorised persons. Each agrees to notify the other in writing of any misuse or misappropriation of Confidential Information of the other that may come to its attention.\n4. Ownership. All Confidential Information shall remain the exclusive property of Disclosing Party, and Recipient shall have no right to use Confidential Information except as provided herein. No patent, copyright, trademark or other proprietary right or licence is conveyed by this Agreement with respect to Confidential Information.\n5. Return of Materials. Any materials or documents that have been furnished by one party to the other will be promptly returned, accompanied by all copies of such documentation, after the business possibility has been rejected or concluded.\n6. Intellectual Property Rights. Nothing in this Agreement is intended to grant any rights under any patent or copyright of either party, nor shall this Agreement grant either party any rights in or to the other party\u02bcs Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into the proposed business relationship between the parties and in carrying out such relationship. The disclosing party warrants that it has the right to disclose its Confidential Information to the receiving party. Otherwise, all information is provided \u201cas is\u201d and without any warranty, express, implied or otherwise, regarding its accuracy or performance.\n7. Independent Development. Each disclosing party understands that the receiving party may currently or in the future be developing information internally or receiving information from other parties that may be similar to the disclosing party\u02bcs Confidential Information. Accordingly, nothing in this Agreement shall be construed as a representation or inference that the receiving party will not develop products, or have products developed for it, that compete with the products or systems contemplated by the disclosing party\u02bcs Confidential Information.\n8. Term. This Agreement may be terminated at all times with a 30 days\u02bc prior written notice provided, however, that the confidentiality obligations herein shall terminate ____________ years following the date of termination of this Agreement.\n9. Miscellaneous. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns provided that Confidential Information may not be assigned without consent of the disclosing party. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State/Territory ____________________________________________ as they apply to contracts entered into and wholly to be performed in the State/Territory of _______________________________________. The Federal and State courts within the State/Territory of _________________________________________ shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.\n10. Remedies. Each party agrees that its obligations hereunder are necessary and reasonable in order to protect the other party and the other party\u02bcs business, and expressly agrees that monetary damages would be inadequate to compensate the other party for any breach of any covenant or agreement set forth herein. Accordingly, each party agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the other party and that, in addition to any other remedies that may be available, in law, at equity or otherwise, the other party shall be entitled to obtain injunctive relief against the threatened breach of the Agreement or the continuation of any such breach, without the necessity of proving actual damages.\n11. Notices. All notices hereunder shall be sent to either party at the address and to the contact person specified below, or such other address or contact person as the respective party may specify from time to time in accordance with the provisions of this Agreement.\nIN WITNESS WHEREOF, each of the parties has signed this Non-disclosure Agreement as of the date first above written.\nCompany: __________________________________________________________\nSignature: __________________________________________________________\nName: _____________________________________________________________\nTitle: ______________________________________________________________\nAddress: ___________________________________________________________ ___________________________________________________________________\nThird Party Company: _________________________________________________\nSignature: __________________________________________________________\nName: _____________________________________________________________\nTitle: _______________________________________________________________\nAddress: ____________________________________________________________\n", "spans": [ [ 0, 24 ], [ 25, 123 ], [ 123, 214 ], [ 214, 313 ], [ 313, 339 ], [ 339, 420 ], [ 420, 491 ], [ 491, 523 ], [ 523, 527 ], [ 527, 561 ], [ 561, 604 ], [ 605, 740 ], [ 741, 753 ], [ 753, 902 ], [ 903, 918 ], [ 918, 1346 ], [ 1346, 1433 ], [ 1434, 1607 ], [ 1608, 1768 ], [ 1769, 1826 ], [ 1827, 1949 ], [ 1950, 1997 ], [ 1997, 2255 ], [ 2255, 2570 ], [ 2570, 2881 ], [ 2881, 3129 ], [ 3129, 3278 ], [ 3279, 3293 ], [ 3293, 3472 ], [ 3472, 3613 ], [ 3614, 3638 ], [ 3638, 3854 ], [ 3855, 3888 ], [ 3888, 4321 ], [ 4321, 4438 ], [ 4438, 4580 ], [ 4581, 4609 ], [ 4609, 4852 ], [ 4852, 5136 ], [ 5137, 5146 ], [ 5146, 5308 ], [ 5308, 5379 ], [ 5380, 5398 ], [ 5398, 5612 ], [ 5612, 5713 ], [ 5713, 5827 ], [ 5827, 5872 ], [ 5872, 5965 ], [ 5965, 6006 ], [ 6006, 6065 ], [ 6065, 6107 ], [ 6107, 6197 ], [ 6198, 6212 ], [ 6212, 6513 ], [ 6513, 6954 ], [ 6955, 6968 ], [ 6968, 7224 ], [ 7225, 7341 ], [ 7342, 7351 ], [ 7351, 7409 ], [ 7410, 7421 ], [ 7421, 7479 ], [ 7480, 7486 ], [ 7486, 7547 ], [ 7548, 7555 ], [ 7555, 7617 ], [ 7618, 7627 ], [ 7627, 7687 ], [ 7687, 7754 ], [ 7755, 7776 ], [ 7776, 7825 ], [ 7826, 7837 ], [ 7837, 7895 ], [ 7896, 7902 ], [ 7902, 7963 ], [ 7964, 7971 ], [ 7971, 8034 ], [ 8035, 8044 ], [ 8044, 8104 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 31 ] }, "nda-15": { "choice": "Entailment", "spans": [ 28, 29, 33 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 15 ] }, "nda-1": { "choice": "Entailment", "spans": [ 15 ] }, "nda-19": { "choice": "Entailment", "spans": [ 40, 41 ] }, "nda-12": { "choice": "Entailment", "spans": [ 16, 20, 37 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 31 ] }, "nda-3": { "choice": "Entailment", "spans": [ 15 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 23 ] }, "nda-4": { "choice": "Entailment", "spans": [ 22, 33, 43 ] } } } ], "document_type": "search-pdf", "url": "http://intuitglobal.intuit.com/delivery/cms/prod/sites/default/www.intuit.com.au/your-best-business/QuickBooks-NDA-template.pdf" }, { "id": 332, "file_name": "RFP20171008-RFPPublishingNotice.pdf", "text": "ONE-WAY NON-DISCLOSURE AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT is made on the [Date]______________________ (hereinafter referred to as the \"Effective Date\") between:\n(1) KWONG WAI SHIU HOSPITAL, having its registered office at 705 Serangoon Road Singapore 328127 (\"KWSH\");\nAnd\n(2) [Company Name]_________________________________ (Company Registration No. [CRN No: ________________________ ) a company incorporated in the Republic of Singapore and having its registered offices at [Registed Address: ________________________________________ (\"Participant\")\n(each a \"Party\" and collectively the \"Parties\".)\nWHEREAS:\n(A) KWSH has been engaging the Participant for Participation of Request for Proposal (RFP) for the Provision for Server, Storage and Backup Solution at Kwong Wai Shiu Hospital and the Participant understands that it may obtain certain Confidential Information (as defined below) pertaining to the KWSH and/or its subsidiaries in the course of discussions on, working with and/or performing the Project, and/or any matters arising out of or in connection with the Project; and\n(B) KWSH wishes to ensure that the Participant maintains the confidentiality of all information to be disclosed at all times as hereinafter provided.\nNOW IT IS HEREBY AGREED AS FOLLOWS:\n1. INTERPRETATION\n1.1 Subject to the exceptions in clause 1.2, the term \"Confidential Information\" shall mean any of the following information (which may, without limitation, be related to regulatory policies and matters, research, products, software, development, inventions, processes, specifications, designs, drawings, diagrams, procedures, data, concepts, services, business and marketing plans, documentation, personal data / information, pricing information and/or financial information) which is disclosed by KWSH to the Participant:\n(a) Information marked at the time of its disclosure as being of a confidential and/or proprietary nature (including but not limited to information marked by means of words such as \"Confidential,\" \"Private,\" \"Proprietary,\" \"Secret,\" etc.);\n(b) Unmarked information of a confidential and/or proprietary nature, including information which is disclosed orally, visually or electronically, and:\n(i) which is made known to the Participant as being of a confidential and/or proprietary nature by way of a written notice which sufficiently identifies or summarises such information and which is sent to the Participant either before or after the information is disclosed, or\n(ii) which is otherwise known to the Participant or should under the circumstances reasonably be known to the Participant to be of a confidential and/or proprietary nature (including but not limited to any discussions, negotiations, conversations or meetings during which any information which is otherwise within the definition of Confidential Information is discussed or disclosed);\n(c) The terms and conditions of this Agreement;\n(d) Information relating to the Project and the fact that discussions pertaining to the Project are taking and/or have taken place and the content of such discussions; and\n(e) The fact that KWSH has in its possession, custody or control, or is or may be utilizing for any purpose whatsoever, any of the foregoing Confidential Information.\n1.2 The term \"Confidential Information\" shall NOT include any of the following:\n(a) Information which is independently learned or developed by the Participant without use of any of the Information referred to in clause 1.1;\n(b) Information that is or becomes publicly available without the Participant's breach of this Agreement; and\n(c) Information that KWSH has given or gives its written authorisation for release or use.\n2. OBLIGATION OF CONFIDENTIALITY\n2.1 In consideration of KWSH's disclosure of Confidential Information (including any part thereof), and subject to the exceptions hereinafter provided, the Participant hereby agrees and undertakes:\n(a) not to directly or indirectly disclose or make available any Confidential Information, in whole or in part, to any person or party who is not expressly authorised to receive such information pursuant to or in accordance with the terms of this Agreement;\n(b) to take all reasonable precautions to prevent unauthorised access to Confidential Information by any person or party by using at least the same protective measures as are used by the Participant to protect its own confidential and/or proprietary information and in any event, not less that at a reasonable standard of care; and\n(c) to notify KWSH in writing immediately upon discovery of any unauthorised use or disclosure of Confidential Information, or any other breach of this Agreement by the Participant, and to co-operate with KWSH in every reasonable way to help KWSH regain possession of the Confidential Agreement and prevent further unauthorised use and/or disclosure of the same.\n2.2 Subject to clause 4.1 below, the obligation not to disclose shall not be affected by bankruptcy, receivership, scheme of arrangement, assignment, attachment or seizure procedures, whether initiated by or against the Participant, nor by the rejection of any agreement between the Parties, by a trustee of the Participant in bankruptcy (or its equivalent of any of the foregoing).\n2.3 The obligations of the Parties under this Agreement shall be in addition to and not in lieu of any obligations under other confidentiality agreement(s) or obligations of confidence between the Parties and/or between the Parties, solely or jointly, and/or any third party.\n3. USE OF CONFIDENTIAL INFORMATION\n3.1 The Participant may use Confidential Information strictly in accordance with this Agreement and solely for the purpose of performing its obligations and responsibilities in relation to the Project.\n3.2 The Participant may not alter, modify and/or disassemble any Confidential Information or merge Confidential Information with any of its existing information or databases unless expressly permitted for the above purpose(s) or with the prior written approval of KWSH.\n3.3 All written Confidential Information or any part thereof (including, without limitation, information incorporated in computer software or held in electronic storage media) together with any analyses, compilations, studies, reports or other documents or materials prepared by the Participant or on its behalf which reflect or are prepared from any of the Confidential Information provided by KWSH shall be returned to KWSH or destroyed by the Participant, when requested by KWSH at any time, or when the Participant's need for such information has ended or when this Agreement expires or is terminated, whichever is earlier. In the event of destruction, the Participant shall certify in writing to KWSH within thirty (30) days that such destruction has been accomplished. Participant shall make no further use of such Confidential Information nor retain such Confidential Information in any form whatsoever.\n3.4 KWSH may from time to time inform the Participant by way of a written notice that particular items of Confidential Information (as specifically or generally identified in the said notice) are not to be reproduced, in whole or in part, and/or are not to be converted, stored or transmitted in electronic or other form.\n4. PERMITTED DISCLOSURE\n4.1 The Participant may disclose Confidential Information:\n(a) with the prior written consent of KWSH but subject to any terms and/or limitations which may be imposed by KWSH for such disclosure,\n(b) if required to do so pursuant to law, subpoena, order of court or pursuant to other judicial or administrative process, except that the Participant shall give prompt notice of any such impending disclosure to KWSH so as to enable KWSH to take action, by way of due process of law, to prevent the disclosure of its Confidential Information; or\n(c) to such of its officers, employees and/or professional advisors who need to know the same for the purpose(s) of this Agreement or for seeking advice on any matter arising out of this Agreement provided that the Participant shall ensure that any of its officers, employees and professional advisors to whom Confidential Information is to be disclosed are made aware of and agree to abide by the terms of this Agreement before any disclosure to them is made.\n5. REMEDIES\n5.1 The Participant hereby acknowledges that any disclosure of Confidential Information by the Participant, except as and to the extent permitted herein, may result in irreparable injury and damage to KWSH which cannot be adequately compensated in monetary damages alone. The Participant therefore agrees that KWSH may, in addition to any other legal remedies which may be available, seek such injunctive or other equitable relief as may be necessary to protect itself against any such breach or threatened breach of this Agreement, including but not limited to obtaining an injunction to prevent any unauthorised disclosure of its Confidential Information by the Participant, its officer and/or employees, and shall be indemnified against any costs (on a full indemnity basis), expenses, losses and damages incurred or sustained as a result of such breach or threatened breach.\n5.2 The observance of any term of this Agreement may be waived in writing by KWSH either generally or in a particular instance and either retroactively or prospectively.\n5.3 Acquiescence or forbearance on the part of KWSH to enforce its rights under this Agreement and/or to seek any available remedy shall not amount to a waiver of any breach by the Participant nor shall a waiver of any particular breach amount to a waiver of any antecedent or subsequent breach of this Agreement.\n6. CONFIDENTIALITY PERIOD, AMENDMENT AND ASSIGNMENT\n6.1 This Agreement shall come into force on the Effective Date and shall remain in force until and unless terminated in accordance with clause 6.2. The obligation to maintain confidentiality of the Confidential Information provided hereof and the undertakings and obligations in this Agreement shall continue even after the termination of this Agreement.\n6.2 The Parties may, by mutual written agreement, terminate this Agreement or amend any term herein contained at any time.\n6.3 The obligations of the Participant under this Agreement may not be assigned, sub-contracted or otherwise transferred without the prior written consent of KWSH.\n6.4 This Agreement shall be deemed to cover any Confidential Information that had been disclosed for the purpose(s) set out herein notwithstanding that such disclosure took place prior to the Effective Date.\n7. WARRANTIES\n7.1 Except as expressly set forth in any representations or warranties made to the Participant by the KWSH in any final written agreement regarding the Project (when, as, and if executed) and subject to such limitations and restrictions as may be specified in such final written agreement, the Participant acknowledges and agrees that all Confidential Information is provided \"AS IS\" and the entire risk arising out of the use of the Confidential Information remains with the Participant at all times. In particular:\n(a) KWSH makes no express or implied representation or warranty as to the accuracy or completeness of the Confidential Information and neither KWSH nor any of its officers, representatives or agents shall have any liability to the Participant or any other person in connection with the use of such information or for any errors therein or omissions therefrom;\n(b) the Participant is not entitled to rely upon the accuracy or completeness of the Confidential Information and that the Participant will rely solely upon the Participant's own investigations; and\n(c) prior to entering into any possible transaction with the KWSH, the Participant shall conduct its own due diligence investigation regarding such transaction as the Participant deems necessary and prudent.\n8. APPLICABLE LAW AND JURISDICTION\n8.1 The validity, interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore.\n8.2 The Parties hereby submit to the exclusive jurisdiction of the Courts of the Republic of Singapore.\n9. SEVERABILITY\n9.1 If any term of this Agreement is held by the Courts of the Republic of Singapore to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.\n10. GENERAL\n10.1 KWSH does not intend nor does KWSH hereby transfer any intellectual property or other rights in the Confidential Information nor grant any licence in respect thereof by disclosing the same except as may be required for the purposes of this Agreement.\n10.2 This Agreement does not create any relationship of agency, partnership, joint venture or other business relationship between the Parties.\n10.3 This Agreement shall be binding on the successors, if any, of the Parties.\n10.4 Notices sent pursuant to this Agreement shall be effective if made in writing and sent or delivered by hand, courier, prepaid post or registered post to the Parties at their respective principal office or place of business as set out herein. Notices sent by telex or telefax shall be effective if a copy thereof is subsequently sent by hand, courier, prepaid post or registered post within seven (7) days from the date of the telex or telefax. Either Party may inform the other by way of a written notice of any change in the address to which notices are to be sent in accordance with this section.\n10.5 This Agreement may be signed in counterparts that shall be effective as if Parties had signed a single original. A facsimile of an original signature transmitted from one Party to the other shall be effective to bind the first Party to this Agreement as if the signed original had been sent to the other Party.\nSigned for and on behalf of :-\n\n Name:\n Designation:\n", "spans": [ [ 0, 32 ], [ 33, 107 ], [ 107, 165 ], [ 166, 272 ], [ 273, 276 ], [ 277, 290 ], [ 290, 329 ], [ 329, 364 ], [ 364, 540 ], [ 540, 555 ], [ 556, 604 ], [ 605, 613 ], [ 614, 1089 ], [ 1090, 1239 ], [ 1240, 1275 ], [ 1276, 1293 ], [ 1294, 1298 ], [ 1298, 1817 ], [ 1818, 2057 ], [ 2058, 2209 ], [ 2210, 2486 ], [ 2487, 2871 ], [ 2872, 2919 ], [ 2920, 3091 ], [ 3092, 3258 ], [ 3259, 3263 ], [ 3263, 3338 ], [ 3339, 3482 ], [ 3483, 3592 ], [ 3593, 3683 ], [ 3684, 3716 ], [ 3717, 3721 ], [ 3721, 3914 ], [ 3915, 4172 ], [ 4173, 4504 ], [ 4505, 4867 ], [ 4868, 4872 ], [ 4872, 5250 ], [ 5251, 5255 ], [ 5255, 5526 ], [ 5527, 5561 ], [ 5562, 5566 ], [ 5566, 5763 ], [ 5764, 5768 ], [ 5768, 6033 ], [ 6034, 6038 ], [ 6038, 6662 ], [ 6662, 6809 ], [ 6809, 6944 ], [ 6945, 7266 ], [ 7267, 7290 ], [ 7291, 7295 ], [ 7295, 7349 ], [ 7350, 7486 ], [ 7487, 7833 ], [ 7834, 8294 ], [ 8295, 8306 ], [ 8307, 8311 ], [ 8311, 8579 ], [ 8579, 9185 ], [ 9186, 9190 ], [ 9190, 9355 ], [ 9356, 9669 ], [ 9670, 9721 ], [ 9722, 9726 ], [ 9726, 9870 ], [ 9870, 10076 ], [ 10077, 10081 ], [ 10081, 10199 ], [ 10200, 10204 ], [ 10204, 10363 ], [ 10364, 10368 ], [ 10368, 10571 ], [ 10572, 10585 ], [ 10586, 11088 ], [ 11088, 11102 ], [ 11103, 11462 ], [ 11463, 11661 ], [ 11662, 11869 ], [ 11870, 11904 ], [ 11905, 11909 ], [ 11909, 12064 ], [ 12065, 12069 ], [ 12069, 12168 ], [ 12169, 12184 ], [ 12185, 12189 ], [ 12189, 12463 ], [ 12464, 12475 ], [ 12476, 12731 ], [ 12732, 12737 ], [ 12737, 12874 ], [ 12875, 12880 ], [ 12880, 12954 ], [ 12955, 13202 ], [ 13202, 13404 ], [ 13404, 13558 ], [ 13559, 13564 ], [ 13564, 13677 ], [ 13677, 13874 ], [ 13875, 13905 ], [ 13906, 13920 ], [ 13921, 13922 ], [ 13922, 13927 ], [ 13928, 13929 ], [ 13929, 13941 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 44 ] }, "nda-16": { "choice": "Entailment", "spans": [ 46 ] }, "nda-15": { "choice": "Entailment", "spans": [ 88 ] }, "nda-10": { "choice": "Entailment", "spans": [ 17, 22, 23 ] }, "nda-2": { "choice": "Entailment", "spans": [ 17 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 17, 19, 21 ] }, "nda-19": { "choice": "Entailment", "spans": [ 66 ] }, "nda-12": { "choice": "Entailment", "spans": [ 26, 27 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 46, 48 ] }, "nda-3": { "choice": "Entailment", "spans": [ 17, 19 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 52, 55 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 49 ] }, "nda-8": { "choice": "Entailment", "spans": [ 52, 54 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 32, 33, 52, 55 ] }, "nda-4": { "choice": "Entailment", "spans": [ 42 ] } } } ], "document_type": "search-pdf", "url": "http://www.kwsh.org.sg/sites/default/files/doc/Tender/RFP20171008-RFPPublishingNotice.pdf" }, { "id": 333, "file_name": "RFP_Telephony-NDA_Attachment-F.pdf", "text": "Attachment F\nConfidentiality and Non-Disclosure Agreement\nfor\nThe State Bar of California\nIn connection with the RFP for a Telephony Refresh Project (\u201cRFP\u201d) the State Bar of California (\u201cState Bar\u201d) will provide __________________________________ (\u201cCompany\u201d) access to confidential information under the terms and conditions of this Confidentiality and Non-Disclosure Agreement (\u201cNDA\u201d).\nConfidential information (\u201cInformation\u201d) means and includes, but is not limited to, the additional confidential and proprietary intellectual property regarding existing installations that is provided by the State Bar after submission of this agreement. All Information disclosed by the State Bar is and at all times will remain the sole and exclusive property of the State Bar. Without the State Bar\u2019s prior written consent, Company will not: (i) disclose to any person or entity the substance or import of the Information; (ii) use any Information to access or obtain additional information outside the purpose contemplated by this NDA; (iii) duplicate, distribute or otherwise reproduce any Information in any way.\nCompany agrees that it will retain all Information provided in connection with the RFP in the strictest confidence, and will neither use nor disclose such Information to anyone other than those who, in each case, need to know the Information for the purpose of responding to this RFP. Company will use its best efforts to ensure that such individuals adhere to the NDA, and Company agrees that it will be responsible for any breach of this NDA by any of its employees, agents, authorized representatives or permitted assignees or subcontractors.\nInformation does not include confidential information that: (i) is or becomes generally known and available to the public other than as a result of any breach by Company of this NDA; (ii) is subsequently learned from a third party who is under no obligation of confidentiality with respect to such Information; (iii) was known by Company under no obligation of confidentiality prior to disclosure by the State Bar hereunder; or (iv) was generated independently by Company without reference to the State Bar\u2019s Information.\nUpon submission of a proposal to the RFP, or if the State Bar so requests, whichever occurs first, Company will promptly, and at its own expense: (i) redeliver to the State Bar all copies of the Information in Company\u2019s possession, whether such Information is in written, electronic, digital or other form or format; (ii) destroy any and all analyses, compilations, studies, or other documents in any form or format that were prepared by or for the use of Company which contain or reflect any Information; and (iii) certify such destruction to the State Bar in writing by an authorized officer of the Company who supervised such destruction, as well as the return of all copies as specified above.\nCompany's confidentiality obligations hereunder will be continuing and will survive expiration or termination of the NDA.\nCompany acknowledges and agrees that the remedy at law for any breach of this NDA is inadequate and that, in addition to monetary damages, including but not limited to special, incidental, consequential or punitive damages, and any other available relief at law, whether based in contract, tort or otherwise, the State Bar will be entitled to specific performance, injunctive relief or any other equitable remedy without the need to (i) prove actual damages and/or (ii) post any bond or other security deposit in connection with such remedy. Notwithstanding the foregoing, this NDA will not prohibit Company from disclosing any Information if required by an appropriate legal or regulatory authority, provided that, prior to any disclosure: (iii) Company provides the State Bar with prompt written notice of the required disclosure so that the State Bar may seek such protective order as it may deem appropriate; and (iv) disclosure of any Information is limited only to the extent legally required and Company uses its best efforts to obtain assurances that confidential treatment will be accorded such disclosed Information.\nThis NDA will be governed and construed in all respects in accordance with the laws of the State of California without regard to its conflict of laws principles.\nThis NDA will be effective as of the last date written below.\n\"[NAME OF CONTRACTOR]\"\nBy____________________________________\nName _________________________________\nTitle __________________________________\nDate __________________________________\n", "spans": [ [ 0, 12 ], [ 13, 57 ], [ 58, 61 ], [ 62, 89 ], [ 90, 212 ], [ 212, 247 ], [ 247, 386 ], [ 387, 640 ], [ 640, 765 ], [ 765, 830 ], [ 830, 911 ], [ 911, 1025 ], [ 1025, 1103 ], [ 1104, 1389 ], [ 1389, 1649 ], [ 1650, 1710 ], [ 1710, 1833 ], [ 1833, 1961 ], [ 1961, 2078 ], [ 2078, 2171 ], [ 2172, 2318 ], [ 2318, 2489 ], [ 2489, 2682 ], [ 2682, 2869 ], [ 2870, 2991 ], [ 2992, 3425 ], [ 3425, 3457 ], [ 3457, 3534 ], [ 3534, 3733 ], [ 3733, 3909 ], [ 3909, 4118 ], [ 4119, 4280 ], [ 4281, 4342 ], [ 4343, 4365 ], [ 4366, 4404 ], [ 4405, 4410 ], [ 4410, 4443 ], [ 4444, 4450 ], [ 4450, 4484 ], [ 4485, 4490 ], [ 4490, 4524 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 20, 21, 22, 23 ] }, "nda-15": { "choice": "Entailment", "spans": [ 8 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 24 ] }, "nda-12": { "choice": "Entailment", "spans": [ 15, 19 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 20, 21, 22, 23 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 13 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 9, 12 ] }, "nda-8": { "choice": "Entailment", "spans": [ 28, 29 ] }, "nda-13": { "choice": "Entailment", "spans": [ 15, 17 ] }, "nda-5": { "choice": "Entailment", "spans": [ 13 ] }, "nda-4": { "choice": "Entailment", "spans": [ 9, 11 ] } } } ], "document_type": "search-pdf", "url": "http://www.calbarjournal.com/Portals/0/documents/rfp/RFP_Telephony-NDA_Attachment-F.pdf" }, { "id": 334, "file_name": "RROI_Confidentiality_Agreement_Final.pdf", "text": "____________________________, 2017\n____________________________\nAttention: _____________________\nDear Sir/Madam:\nRe: Possible Transaction between ______________________________ (\u201cRecipient\u201d) and Red River Oil Inc. (\u201cDisclosing Party\u201d)\nThis agreement (the \u201cConfidentiality Agreement\") establishes the terms and conditions under which the Disclosing Party will provide Recipient with Evaluation Material (as hereinafter defined) concerning the Disclosing Party. The party disclosing Evaluation Material will be referred to as the \u201cDisclosing Party\" and the party receiving Evaluation Material will be referred to as the \u201cRecipient\". The parties agree that the Evaluation Material is being provided by the Disclosing Party only with respect to a potential business transaction between the Disclosing Party and the Recipient (the \u201cTransaction\"). The Disclosing Party has agreed to provide the Recipient access to the Evaluation Material subject to entering into this Confidentiality Agreement setting forth the terms and conditions pursuant to which the Evaluation Material will be provided to the Recipient, including the Recipient\u2019s directors, officers, employees, agents, counsel, consultants and other representatives (collectively, \u201cRepresentatives\").\nIn consideration of the Disclosing Party furnishing Evaluation Material to the Recipient for the Transaction, each party agrees on behalf of itself, its affiliates and representatives as follows:\nWheresoever used in this Agreement, the following terms shall bear the respective definitions hereinafter given, namely:\n\u201cAffiliate\u201d and \u201cSubsidiary\u201d have the meanings ascribed thereto in the Business Corporations Act (Alberta);\n\u201cEvaluation\u201d means an evaluation of the properties, assets, operations and finances of the Disclosing Party made or to be made in contemplation of a Transaction by the Recipient;\n\u201cEvaluation Material\u201d means all information (including information in the form not only of written information but also information which may be transmitted orally, visually or by any other means) provided to the Recipient by the Disclosing Party or any of its Representatives relating to the Disclosing Party its direct and indirect, subsidiaries and their business, affairs, financial position, assets, operations and activities including, without limitation, information provided for inspection in any data room and all reports, evaluations, notes, analysis, documents, geological, engineering, geophysical and/or land maps or data, financials, trade secrets or any other documents or information pertaining in any way whatsoever to the Disclosing Party and its direct and indirect subsidiaries, together with all analysis, evaluations, compilations, notes, studies or other documents prepared by the Recipient or its Representatives containing or based upon, in whole or in part, such information or reflecting the review of, or interest in the Disclosing Party or the Transaction and includes all information, if any, previously made available to the Recipient or its Representatives; provided that Evaluation Materials will not include any information which: (i) at the time of its disclosure to the Recipient is, or thereafter becomes, generally available to, and known by the public (other than as a result of a disclosure directly or indirectly by the Recipient or its Representatives); (ii) was available to the Recipient on a non-confidential basis from a source other than the Disclosing Party provided that such source is not and was not, to the knowledge of the Recipient after due inquiry, bound by a confidentiality agreement with the Recipient to hold or retain such information confidential; or (iii) has been independently acquired or developed by the Recipient without violating any of its obligations under this or any other agreement the Recipient may have with any Person;\n\u201cPerson\u201d means any natural or legal person, including a corporation, trust or partnership; and\n\u201cTerm\u201d means a period of 12 months commencing on the date of this Confidentiality Agreement.\nWhere any word or term is used herein in the singular or neuter, the same shall include the plural or masculine or feminine as the context may require.\n1. Non-Disclosure: Without the prior written consent of the Disclosing Party, the Recipient will not, and will direct its Representatives not to, disclose to any Person other than its Representatives: (i) the fact that any investigations, discussions or negotiations are taking place concerning a possible Transaction; (ii) that the Recipient has requested or received Evaluation Material; (iii) any opinion or comment in respect of the Evaluation Material; or (iv) any of the terms, conditions or any facts with respect to such possible Transaction, including the status thereof.\n2. Only for Intended Purpose: The Recipient agrees and shall cause its Representatives to agree: (i) to use the Evaluation Material only for the purposes of conducting an Evaluation in furtherance of implementing a Transaction; (ii) not to use, exploit or employ the Evaluation Material for any other purpose or in any other manner; (iii) to keep the Evaluation Material fully secret and confidential for the Term; and (iv) not copy or reproduce any written materials comprising a part of the Evaluation Material, without the prior written consent of the Disclosing Party.\n3. Safeguard and Representatives: The Recipient will safeguard and strictly control the dissemination of the Evaluation Material and not release or disclose any Evaluation Material to any Person, other than its Representatives and in each case only those Representatives who need to receive such information in connection with its Evaluation and who have first been informed of, and agreed to be bound by, the terms of this Agreement. The Recipient agrees to be responsible for any breach of this Agreement by any of its Representatives or by any other person to whom the Recipient has provided Evaluation Material and shall, upon request, forthwith provide to the Disclosing Party a list of all parties to whom Evaluation Material has been provided.\n4. Return or Destruction of Evaluation Materials: The Recipient will keep a record of the location of any Evaluation Material provided to the Recipient. Promptly upon the Disclosing Party\u2019s request, the Recipient will and will cause its Representatives to: (i) return to the Disclosing Party all Evaluation Material furnished to the Recipient or its Representatives, without retaining copies or other reproductions, reports, extracts, notes or other memoranda thereof (whether electronic, magnetic or otherwise); (ii) destroy or have destroyed all reproductions, memoranda, notes, reports, extracts, compilations, analyses and documents and all documents prepared by or in the possession of the Recipient or its Representatives related to the information contained in the Evaluation Material but which does not itself constitute Evaluation Material; and (iii) provide to the Disclosing Party an officer\u2019s certificate that the terms and conditions of this paragraph have been complied with. It is understood that neither this Agreement nor the disclosure of any Evaluation Material to the Recipient should be construed as granting to the Recipient or any of its Representatives any licence or rights in respect of any part of the Evaluation Material. Furthermore, it is acknowledged that the Recipient\u2019s computer system may automatically back-up Evaluation Material disclosed to it under the Agreement. To the extent that such computer back-up procedures create copies of the Evaluation Material, Recipient may retain such copies in its archival or back-up computer storage for the period it normally archives backed-up computer records, which copies shall be subject to the provision of this Agreement until the same are destroyed, and shall not be accessed by Recipient during such period of archival or back-up storage other than as might be required by this Agreement. Notwithstanding the destruction or return of the Evaluation Material, Recipient and its Representatives will continue to be bound by the obligations of confidentially and all other obligations hereunder during the term of this Agreement.\n5. Liability and Indemnity: Without limitation and in addition to any other rights the Disclosing Party may have against the Recipient or arising by reason of any breach hereof, the Recipient shall:\n(a) be liable to the Disclosing Party, for any and all direct losses, costs, damages and expenses whatsoever (including legal, accounting and other professional costs, expenses, fees and disbursements, with legal fees on a solicitor-client basis) which the Disclosing Party may suffer, sustain, pay or incur; and\n(b) indemnify and hold harmless the Disclosing Party against all actions, proceedings, claims, demands, losses, costs, damages and expenses whatsoever which may be brought against or suffered by the Disclosing Party or which it may sustain, pay or incur,\nresulting or arising, directly or indirectly, from disclosure of any part of the Evaluation Material contrary to the provisions hereof or any other breach of this Agreement by the Recipient or its Representatives. The Recipient acknowledges and agrees that the Disclosing Party is constituted as trustee of its covenants under this paragraph 5 for the benefit of the Disclosing Party\u2019s Representatives and that the Disclosing Party or its Representatives shall be entitled to enforce such covenants on behalf of such persons.\n6. Physical Access: Should the Recipient or its Representatives be provided physical access to any facilities of the Disclosing Party, the Recipient hereby waives and shall cause its Representatives to waive any and all claims against the Disclosing party and all of its related parties in respect to a claim for injury or death. Further, the Recipient and its Representatives will indemnify the Disclosing Party and its Representatives for any damage as a result of such access.\n7. Compelled Disclosure: Should the Recipient or its Representatives be required by law, securities regulation or policy or be requested by legal process or regulatory authority to disclose any Evaluation Material or any matter referred to herein, the Recipient will provide the Disclosing Party with prompt notice of such requirement or request so that the Disclosing Party may seek an appropriate protection order, or waive compliance with any of the provisions of this Agreement, or both. If, in the absence of either a protective order or a waiver by the Disclosing Party, the Recipient or its Representatives, in the reasonable written opinion of its legal counsel, are required by law, securities regulation or policy to disclose any Evaluation Material or such other matter, the Recipient or its Representatives may, without liability hereunder, disclose that portion, and only that portion, of the Evaluation Material or such other matter that the Recipient or its Representatives are required so to disclose and the Recipient will exercise its reasonable efforts in such event to obtain reliable assurance that the Evaluation Material or such other matter will be accorded confidential treatment.\n8. Non-Solicitation: The Recipient will not, and the Recipient will cause its Representatives not to, solicit for hire or employment, directly or indirectly, any officer or employee of the Disclosing Party or its direct and indirect subsidiaries that the Recipient becomes aware of or is in contact with in connection with its evaluation of a Transaction. For the purposes of this clause, \u201csolicitation\" shall not include solicitation of any officer or employee of the Disclosing Party or its direct and indirect subsidiaries who is solicited: (i) by advertising in a newspaper or periodical of general circulation; or (ii) indirectly through a personnel search agency engaged by the Recipient generally (not specifically in respect of the Disclosing Party) provided that the Recipient shall not pursue hiring of any officer or employee of the Disclosing Party or its direct and indirect subsidiaries once the Recipient is advised that such person is an officer or employee of the Disclosing Party; provided that this paragraph 8 shall cease to bind the Recipient on the expiry of the Term.\n9. No Representation or Warranty: The Recipient understands and acknowledges that neither the Disclosing Party nor its Representatives are making any representation or warranty, expressed or implied, as to the accuracy or completeness of the Evaluation Material and neither the Disclosing Party nor its Representatives or any of their respective officers, directors, employees or agents will have any liability whatsoever to the Recipient or to any other Person resulting from its use of the Evaluation Material and that the Recipient is and will be relying upon its own investigations, due diligence and analysis in evaluating and satisfying itself as to all matters relating to the Disclosing Party, its direct and indirect subsidiaries and their business, affairs and assets. Only such representations or warranties that are contained in a definitive agreement with respect to a Transaction, when as and if executed and subject to such conditions or limitations or restrictions as may therein be specified, shall have any legal effect.\n10. Forecasts and Interpretations: Without restricting the generality of the provisions of paragraph 9, the Recipient acknowledges that the Evaluation Material may include estimates, forecasts, evaluations, assessments, interpretations, projections and other material, the accuracy of which will depend on the future operations of the Disclosing Party, and the Recipient acknowledges and agrees that no representation or warranty is made respecting the accuracy of such material.\n11. Standstill: During the Term, neither the Recipient nor any of its Affiliates (including any Person or entity, directly or indirectly, through one or more intermediaries, controlling the Recipient, under common control with the Recipient controlled by the Recipient or acting jointly or in concert with the Recipient) shall, without the specific prior approval of the board of directors of the Disclosing Party which approval may be given on such terms as the board of directors of the Disclosing Party may determine: (i) in any manner acquire, agree to acquire or make any proposal or offer to acquire, directly or indirectly, in any manner any securities of the Disclosing Party or its direct and indirect subsidiaries; (ii) propose or offer to enter into, directly or indirectly, any merger or business combination involving the Disclosing Party; or (iii) to purchase, directly or indirectly, \u201csolicit\", or participate or join with any Person in the \u201csolicitation\" of, any \u201cproxies\" (as such terms are defined in the Securities Act (Alberta)) to vote, to seek to advise or to influence any Person with respect to the voting of any voting securities of the Disclosing Party; (iv) otherwise act alone or in concert with others to seek to control or to influence the management, board of directors or policies of the Disclosing Party; (v) make any public or private disclosure of any consideration, intention, plan or arrangement inconsistent with any of the foregoing; or (vi) advise, assist or encourage any other Person in connection with any of the foregoing.\n12. Material Non-Public Information: The Recipient acknowledges that it is aware of the general nature of applicable securities laws, including, without limitation, all applicable securities laws that may prohibit any Person who has material, non-public information concerning the matters which are the subject of this Agreement, from trading in securities of a company which may be a party to a transaction of, or may propose to become a party to, the type contemplated herein or from communicating such information to other Persons.\n13. Contact Through Financial Advisors: During the Term, the Recipient will not and will cause its Representatives not to, directly or indirectly, initiate or maintain contact (except for those contacts made in the ordinary course of business) with any officer, director or employee or agent of the Disclosing Party and its direct and indirect subsidiaries, including any customers or suppliers of the Disclosing Party and its direct and indirect subsidiaries, regarding their business, operations, prospects or finances except with the express permission of the Disclosing Party. It is understood that Tudor, Pickering, Holt & Co. Securities \u2013 Canada, ULC or National Bank Financial Inc. will arrange for any appropriate contacts for due diligence purposes with respect to the Recipient\u2019s Evaluation and that all: (i) communications regarding a Transaction; (ii) requests for additional Evaluation Material; (iii) requests for facility tours or meetings with management; and (iv) discussions or questions regarding the Evaluation Material will be submitted or directed by Recipient to Tudor, Pickering, Holt & Co. Securities \u2013 Canada, ULC or National Bank Financial Inc.\n14. No Contract or Agreement: No contract or agreement between the Disclosing Party and Recipient providing for a Transaction shall be deemed to exist unless and until a definitive agreement with respect thereto has been executed and delivered. Unless and until such an agreement has been executed and delivered, neither the Disclosing Party nor Recipient shall have any legal obligation of any kind whatsoever with respect to any such Transaction by virtue of this Agreement or any other written or oral expression with respect to such a Transaction except, in the case of this Agreement, for the matters specifically agreed to herein. The Receiving Party further understands and agrees that: (i) the Disclosing Party shall be free to conduct any process with respect to any Transaction with any third party as they, in their sole discretion, shall determine, including, without limitation, negotiating with any prospective purchasers and entering into any agreement without prior notice to the Receiving Party or any other person; (ii) any procedures relating to such sale may be changed at any time without notice to the Receiving Party or to any other person; (iii) the disclosure of the Evaluation Material by the Disclosing Party does not constitute a representation or warranty regarding facts about the Discloser; and (iv) the Receiving Party shall not have any claim whatsoever against the Disclosing Party arising out of or relating to a Transaction other than those as against the parties to a definitive agreement in accordance with the terms thereof.\n15. Additional Potential Restrictions: Notwithstanding the foregoing, each of the Disclosing Party and Recipient agree and acknowledge that the Disclosing Party may require that the disclosure of certain Evaluation Material by the Disclosing Party to the Recipient be made conditional upon the imposition of additional confidentiality restrictions which may include areas of exclusion respecting that Evaluation Material, which additional confidentiality restrictions shall be fair and reasonable in the circumstances and which shall not restrict the provisions hereof.\n16. Consent for Amendments: No provision of this Agreement may be waived or amended except by written consent of the party so waiving, which consent shall specifically refer to the provision being so amended or waived.\n17. Remedies for Breach: The Recipient acknowledges and agrees that the Disclosing Party will be irreparably damaged if any provision of this Agreement is not performed by the Recipient or its Representatives in accordance with its terms and that monetary damages would not be sufficient to remedy any breach by the Recipient or its Representatives of any term or provision of this Agreement and the Recipient further agrees that the Disclosing Party shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach hereof and in addition to any other remedy available at law or in equity. The Recipient further agrees to waive any requirement for the deposit of security or posting of any bond in connection with any equitable remedy.\n18. Jurisdiction: This Agreement will be governed by and construed in accordance with the laws of Alberta and both parties hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the courts of Alberta for any actions, suits or proceedings arising out of the interpretation or enforcement of this Agreement (and both parties agree not to commence any action, suit or proceeding relating thereto except in such courts) and further agree that service of any process, summons, notice or document by personal delivery to its address set forth below shall be effective service of process for any action, suit or proceeding brought against the Recipient in any such court. Both parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the courts of Alberta and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.\n19. No Waiver: No failure or delay by a party in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\n20. Successors: This Agreement is for the benefit of Disclosing Party, Recipient and their successors and permitted assigns and may be enforced by either party and their successors and permitted assigns.\n21. Assignment: This Agreement shall not be assignable by either party without the prior written consent of the other.\n22. Enforceability: Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be unenforceable or invalid under applicable law, such provision shall be ineffective only to the extent of such unenforceability or invalidity and the remaining provisions of this Agreement shall continue to be binding and in full force and effect.\n23. Execution in Counterparts: This Agreement may be executed in any number of counterparts (including counterparts transmitted by facsimile or e-mail transmission of Adobe Acrobat PDF files), each of which shall be deemed to be an original, but all of which taken together shall be deemed to constitute one and the same instrument.\nIf the Recipient is in agreement with the foregoing, please sign and return one copy of this letter to the undersigned, at the address set forth above.\nYours truly,\nRed River Oil Inc.\nPer:\nName: Ken Frankiw\nTitle: President & CEO\nACCEPTED AND AGREED TO this _____ day of _________________, 2017.\nPer:\nName:\nTitle:\nAddress:\nAddress:\nAddress:\nSchedule \u201cA\u201d To The Red River Oil Inc. - Confidentiality Agreement\nKey Contact for the Confidential Information:\n(Please fill in the following or attach a business card)\nName:\nTitle:\nCompany:\nAddress:\nTelephone:\nEmail Address:\nPlease list all users requiring access to the online data room: (Required for individual users)\nName: Email: Phone:\nName: Email: Phone:\nName: Email: Phone:\nName: Email: Phone:\nName: Email: Phone:\nName: Email: Phone:\nName: Email: Phone:\nName: Email: Phone:\nName: Email: Phone:\nName: Email: Phone:\nName: Email: Phone:\n", "spans": [ [ 0, 34 ], [ 35, 63 ], [ 64, 75 ], [ 75, 96 ], [ 97, 112 ], [ 113, 146 ], [ 146, 177 ], [ 177, 234 ], [ 235, 460 ], [ 460, 631 ], [ 631, 842 ], [ 842, 1252 ], [ 1253, 1448 ], [ 1449, 1569 ], [ 1570, 1677 ], [ 1678, 1856 ], [ 1857, 3122 ], [ 3122, 3353 ], [ 3353, 3670 ], [ 3670, 3852 ], [ 3853, 3947 ], [ 3948, 4040 ], [ 4041, 4192 ], [ 4193, 4212 ], [ 4212, 4394 ], [ 4394, 4512 ], [ 4512, 4583 ], [ 4583, 4654 ], [ 4654, 4773 ], [ 4774, 4871 ], [ 4871, 5002 ], [ 5002, 5107 ], [ 5107, 5193 ], [ 5193, 5346 ], [ 5347, 5381 ], [ 5381, 5782 ], [ 5782, 6097 ], [ 6098, 6148 ], [ 6148, 6251 ], [ 6251, 6355 ], [ 6355, 6611 ], [ 6611, 6952 ], [ 6952, 7088 ], [ 7088, 7348 ], [ 7348, 7500 ], [ 7500, 7970 ], [ 7970, 8207 ], [ 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"choice": "Contradiction", "spans": [ 16 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 46, 104 ] }, "nda-12": { "choice": "Entailment", "spans": [ 16, 19 ] }, "nda-20": { "choice": "Entailment", "spans": [ 45 ] }, "nda-3": { "choice": "Entailment", "spans": [ 16 ] }, "nda-18": { "choice": "Entailment", "spans": [ 58, 65, 68 ] }, "nda-7": { "choice": "Entailment", "spans": [ 11, 35 ] }, "nda-17": { "choice": "Entailment", "spans": [ 29, 33, 44 ] }, "nda-8": { "choice": "Entailment", "spans": [ 55 ] }, "nda-13": { "choice": "Entailment", "spans": [ 16, 19 ] }, "nda-5": { "choice": "Entailment", "spans": [ 11, 35 ] }, "nda-4": { "choice": "Entailment", "spans": [ 29, 30, 31 ] } } } ], "document_type": "search-pdf", "url": "https://nbfm.ca/~/media/FinancialMarkets/PDF/RROI_Confidentiality_Agreement_Final.pdf?la=en" }, { "id": 335, "file_name": "Roundhouse-Creative-Mutual-NDA.pdf", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Agreement is made and entered into as of the last date signed below (the \u201cEffective Date\u201d) by and between Roundhouse Creative Pty Ltd, a company having its principal place of business at 52 Prospect Street, Fortitude Valley Q 4006 (\"Roundhouse Creative P/L\") and \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\u2026\u2026 whose principal mailing address is \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\u2026..\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026...\u2026\u2026\u2026.. WHEREAS Roundhouse Creative P/L and \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. (the \u201cParties\u201d) have an interest in participating in discussions wherein either Party might share information with the other that the disclosing Party considers to be proprietary and confidential to itself (\u201cConfidential Information\u201d); and\nWHEREAS the Parties agree that Confidential Information of a Party might include, but not be limited to that Party\u2019s: (1) business plans, methods, and practices; (2) personnel, customers, and suppliers; (3) inventions, processes, methods, products, patent applications, and other proprietary rights; or (4) specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information;\nNOW, THEREFORE, the Parties agree as follows:\n1. Either Party may disclose Confidential Information to the other Party in confidence provided that the disclosing Party identifies such information as proprietary and confidential either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other Party of the proprietary and confidential nature of the information, such notification to be done orally, by e-mail or written correspondence, or via other means of communication as might be appropriate.\n2. When informed of the proprietary and confidential nature of Confidential Information that has been disclosed by the other Party, the receiving Party (\u201cRecipient\u201d) shall, for a period of three (3) years from the date of disclosure, refrain from disclosing such Confidential Information to any contractor or other third party without prior, written approval from the disclosing Party and shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care. The Recipient shall ensure that each of its employees, officers, directors, or agents who has access to Confidential Information disclosed under this Agreement is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement. The Recipient of Confidential Information disclosed under this Agreement shall promptly notify the disclosing Party of any disclosure of such Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure of said Confidential Information.\n3. All Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. The Recipient shall honor any request from the disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information. The Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.\n4. The terms of this Agreement shall not be construed to limit either Party\u2019s right to develop independently or acquire products without use of the other Party\u2019s Confidential Information. The disclosing party acknowledges that the Recipient may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Nothing in this Agreement will prohibit the Recipient from developing or having developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the Recipient does not violate any of its obligations under this Agreement in connection with such development.\n5. Notwithstanding the above, the Parties agree that information shall not be deemed Confidential Information and the Recipient shall have no obligation to hold in confidence such information, where such information:\n(a) Is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the disclosing Party; or\n(b) Is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors, or agents; or\n(c) Is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder; or\n(d) Is approved for release (and only to the extent so approved) by the disclosing Party; or\n(e) Is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.\n6. Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.\n7. Neither Party will, without prior approval of the other Party, make any public announcement of or otherwise disclose the existence or the terms of this Agreement.\n8. This Agreement contains the entire agreement between the Parties and in no way creates an obligation for either Party to disclose information to the other Party or to enter into any other agreement.\n9. This Agreement shall remain in effect for a period of two (2) years from the Effective Date unless otherwise terminated by either Party giving notice to the other of its desire to terminate this Agreement. The requirement to protect Confidential Information disclosed under this Agreement shall survive termination of this Agreement.\nIN WITNESS WHEREOF:\nROUNDHOUSE CREATIVE P/L Business Name:\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\nSignature\nSignature\nName: Saul Edmonds\nName:\nTitle: Creative Director\nTitle:\nDate: / /\n", "spans": [ [ 0, 31 ], [ 32, 399 ], [ 399, 451 ], [ 451, 690 ], [ 691, 809 ], [ 809, 853 ], [ 853, 894 ], [ 894, 994 ], [ 994, 1129 ], [ 1130, 1175 ], [ 1176, 1738 ], [ 1739, 2378 ], [ 2378, 2650 ], [ 2650, 2958 ], [ 2959, 3228 ], [ 3228, 3448 ], [ 3448, 3904 ], [ 3905, 4093 ], [ 4093, 4309 ], [ 4309, 4715 ], [ 4716, 4932 ], [ 4933, 5120 ], [ 5121, 5245 ], [ 5246, 5367 ], [ 5368, 5460 ], [ 5461, 5585 ], [ 5586, 5737 ], [ 5738, 5903 ], [ 5904, 6105 ], [ 6106, 6315 ], [ 6315, 6442 ], [ 6443, 6462 ], [ 6463, 6501 ], [ 6502, 6527 ], [ 6528, 6537 ], [ 6538, 6547 ], [ 6548, 6566 ], [ 6567, 6572 ], [ 6573, 6597 ], [ 6598, 6604 ], [ 6605, 6614 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 14 ] }, "nda-10": { "choice": "Entailment", "spans": [ 27 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 4, 5, 6, 7, 8 ] }, "nda-1": { "choice": "Entailment", "spans": [ 10 ] }, "nda-19": { "choice": "Entailment", "spans": [ 30 ] }, "nda-12": { "choice": "Entailment", "spans": [ 17, 18, 19, 20, 23 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 15 ] }, "nda-3": { "choice": "Entailment", "spans": [ 10 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 11 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 13 ] }, "nda-13": { "choice": "Entailment", "spans": [ 17, 18, 20, 21 ] }, "nda-5": { "choice": "Entailment", "spans": [ 12 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "https://roundhouse.cc/s/Roundhouse-Creative-Mutual-NDA.pdf" }, { "id": 337, "file_name": "SE_NDCA_and_PRE-QUAL_PACKAGE_March-2016.pdf", "text": "Non Disclosure and Confidentiality Agreement\nThis Confidentiality Agreement (\u201cAgreement\u201d), entered into as of ________ _____(\u201cEffective Date\u201d), is by and between Signal Energy, LLC, (including its affiliates, EMJ Corporation, Signal Wind Energy, LLC and Signal Solar, LLC), having its principal offices at 2034 Hamilton Place Blvd., Suite 400, Chattanooga, TN 37421 (\u201cCompany\u201d), and ________________________________________________ and its affiliates, (\u201cCounterparty\u201d).\nWHEREAS, Company and Counterparty shall each be referred to as a \u201cParty\u201d and collectively as the \u201cParties\u201d;\nWHEREAS the Parties desire to hold discussions and exchange information regarding Counterparty\u2019s equipment and/or services to Company related to wind energy facilities, solar energy facilities, energy facilities, business evaluation, funding, purchase agreement or other business transaction (collectively the \u201cTransactions\u201d);\nWHEREAS, in the course of evaluating the Transactions it will be necessary for Company (\u201cDisclosing Party\u201d) to release certain Confidential Information (as defined below) to the Counterparty (\u201cReceiving Party\u201d);\nNOW, THEREFORE, in consideration of the mutual promises and covenants made herein, the receipt and sufficiency of which is hereby acknowledged, and with the intent to be legally bound hereby, the Parties agree as follows:\n1. Confidential Information. \u201cConfidential Information\u201d shall mean all information, regardless of the form in which it is communicated or maintained (whether oral, written, electronic or visual) and whether prepared by Company or otherwise, which is disclosed to Counterparty, regardless of whether such information is disclosed intentionally or inadvertently, before or after the execution of this Agreement, in connection with the Transaction and including all records, reports, analyses, notes, memoranda, documentation, knowledge, data, specifications, diagrams, statistics, systems or software, manuals, business plans, operational information or practices, processes (whether or not patented, patentable or reduced to practice), customer lists, concepts, ideas, policies, contractual arrangements with, and information about, the Company\u2019s suppliers, distributors and customers, the existence of the discussions between the Parties concerning the Transaction, or other information that are based on, contain or reflect any such Confidential Information. All information received from the Company shall be considered Confidential Information, unless it is specifically designated as non-proprietary and non-confidential.\nConfidential Information shall not include: (a) information which is or becomes publicly available other than as a result of a violation of this Agreement; (b) information which is or becomes available on a non-confidential basis from a source which is not known to the Receiving Party to be prohibited from disclosing such information pursuant to a legal, contractual or fiduciary obligation to the Disclosing Party; (c) information which the Receiving Party can demonstrate was legally in its possession prior to disclosure by the Disclosing Party; or (d) information which is developed by or for Receiving Party independently of the Disclosing Party\u2019s Confidential Information.\n2. Nondisclosure and Use of Confidential Information. Confidential Information shall not be used for any purpose other than to analyze, implement or complete the Transactions. Confidential Information shall be held in strict confidence by Receiving Party and shall not be disclosed without prior written consent of Disclosing Party, except to those advisors, affiliates, agents, assigns, attorneys, employees, directors, officers and/or members (\u201cAgents\u201d) with a need-to-know the Confidential Information for the purposes of analyzing, implementing or completing the Transactions. Receiving Party shall require all recipients of the Confidential Information to be bound by the terms of this Agreement. Receiving Party shall be responsible for any breach of this Agreement by the Receiving Party or its Agents. The Receiving Party shall use the same degree of care to protect the Confidential Information as the Receiving Party employs to protect its own information of like importance, but in no event less than a reasonable degree of care based on industry standard.\n3. Required Disclosure. In the event that Receiving Party is requested or required by legal or regulatory authority to disclose any Confidential Information, the Receiving Party shall promptly notify the Disclosing Party of such request or requirement prior to disclosure, if permitted by law, so that Disclosing Party may seek an appropriate protective order. In the event that a protective order or other remedy is not obtained, Receiving Party agrees to furnish only that portion of the Confidential Information that it reasonably determines, in consultation with its counsel, is consistent with the scope of the subpoena or demand, and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. Receiving Party will provide reasonable cooperation to Disclosing Party and its legal counsel with respect to performance of the covenants undertaken pursuant to this Section 3.\n4. Remedies. The Receiving Party agrees that money damages would not be a sufficient remedy for any breach of this Agreement and that Disclosing Party shall be entitled to injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this Agreement. Such remedy shall not be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other rights and remedies available at law or in equity. Notwithstanding anything contained in this Agreement, the Receiving Party\u2019s liability to the Disclosing Party in connection with this Agreement and any activities undertaken in connection with the evaluation of the Transactions shall be limited to direct damages and shall exclude any other liability, including without limitation liability for special, indirect, punitive or consequential damages in contract, tort, warranty, strict liability or otherwise.\n5. Return or Destruction. Promptly following any decision by the Receiving Party not to continue discussions with respect to the Transactions, and at any other time upon the Disclosing Party\u2019s written request, the Receiving Party shall return or destroy, at the Receiving Party\u2019s option, all written Confidential Information of the Disclosing Party, including that portion of such Confidential Information that may be found in analyses, compilations, studies or other documents prepared by, or for, the Receiving Party, and the Receiving Party and its Agents shall not retain any copies of such written Confidential Information. At any time after which the Receiving Party has been required to return or destroy the Confidential Information in its possession in accordance with the preceding sentence, the Receiving Party shall, upon written request of the Disclosing Party, cause one of its duly authorized officers to certify in writing to the Disclosing Party that the requirements of the preceding sentence have been satisfied in full. The Receiving Party shall not be deemed to have retained or failed to destroy any Confidential Information which is an Imaged Document if such Confidential Information is deleted from local hard drives so long as no attempt is made to recover such Confidential Information from servers or back-up sources, provided that any such retained Confidential Information in an Imaged Document form shall remain subject to the disclosure and use restrictions set forth herein, notwithstanding any termination of this Agreement.\n6. Notice. Any notice given to a Party shall be deemed properly given if specifically acknowledged by the other Party in writing or when delivered by certified or registered mail to the addresses set forth on the first page of this Agreement. Any notice given to Company shall be sent to the attention of Ben Fischer, President, with a separate copy to the attention of Chris Hall, General Counsel.\n7. No Other Agreement. It is understood that this Agreement is not intended to and does not, obligate either Party to enter into any further agreements or to proceed with any possible relationship or other transaction, including without limitation the Transactions, or to require either Party to disclose of any information under this Agreement. Any pricing lists, proposals or summaries disclosed under this Agreement (\u201cPricing Documents\u201d) are intended only to provide a framework for further discussions between the Parties. Pricing Documents are not an offer or a commitment of either Party. Neither Party will be bound by any of the terms of these Pricing Documents unless and until the final terms are incorporated into a mutually agreed, final definitive agreement that is executed and delivered by both Parties.\n8. No License. It is understood that nothing contained in this Agreement shall be construed as granting or conferring rights by license or otherwise in any Confidential Information disclosed to Receiving Party. Nothing in this Agreement is intended to prevent either Party hereto from using its own Confidential Information which it furnished hereunder for dealings with third parties for any purpose.\n9. Amendment. Any amendment to this Agreement must be in writing and signed by an authorized representative of each Party.\n10. No Assignment. Neither Party may assign this Agreement unless prior written consent is obtained by both Parties; however, upon written notice to Counterparty, Company may assign this Agreement (including the right to enforce its terms) to a parent, affiliate or subsidiary at its sole discretion without consent.\n11. Non-Waiver. No waiver of any provision of this Agreement shall be deemed to be nor shall constitute a waiver of any other provision whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.\n12. Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Tennessee without regard to its conflict of laws provisions. Any disputes resulting in litigation between the Parties shall be conducted in the state or federal courts of the State of Tennessee.\n13. Term. This Agreement shall terminate three (3) years following written notice by either Party to the other of its desire to terminate this Agreement. However, the obligations contained herein shall remain in effect for a period of five (5) years from the date the Confidential Information was disclosed under this Agreement.\n14. Entire Agreement. This Agreement constitutes the full and entire agreement between the Parties regarding the confidentiality of Confidential Information.\n15. Counterparts. This Agreement may be signed in counterparts and may be delivered by facsimile, each of which may be deemed an original, and all of which together constitute one and the same agreement.\n16. Authorization and Binding Obligations. Each Party represents to the other Party that the execution, delivery and performance of this Agreement have been duly authorized, and this Agreement has been duly executed and delivered by the signatory so authorized, and the obligations contained herein constitute the valid and binding obligations of such Party.\n17. Waiver of Trial by Jury. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.\n18. Publicity. Counterparty shall not make any public disclosures regarding the Company, or the Transactions, including, without limitation, any advertisements, publications or documents, without the prior written approval of the Company.\n19. No Warranties. Each Party acknowledges that the Disclosing Party provides the Confidential Information on an \u201cas is\u201d basis and without warranty of any kind. THE DISCLOSING PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES PERTAINING TO THE CONFIDENTIAL INFORMATION, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.\n20. Proprietary Information. Counterparty acknowledges that, under this Agreement, Company is disclosing Confidential Information to Counterparty that is valuable, confidential and proprietary. If said Confidential Information were disclosed by Counterparty to any third party, said disclosure would damage Company and negatively affect its opportunity to work on the Transaction, including during bidding process and contract negotiations. Counterparty agrees that on a case by case basis (when confirmed in writing by both Parties), the Counterparty shall consult, contract, and negotiate exclusively with Company concerning those designated Transactions. On such agreed Transactions, Counterparty agrees and states that it has not and will not enter discussions with any other entity concerning it providing of any services for those Transactions. Counterparty may not use or disclose the Confidential Information with any third party regarding the Transactions or otherwise to the disadvantage of the Company.\nIN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date first set forth above.\nCompany: Signal Energy, LLC\nBy: ______________________________________\nName: ____________________________________\nTitle: _____________________________________\nCounterparty\n_________________________________\nBy: ______________________________________\nName: ____________________________________\nTitle: _____________________________________\nAddress: ____________________________________\nCity/ST/ZIP: ____________________________________\nPhone: ____________________________________\n", "spans": [ [ 0, 44 ], [ 45, 320 ], [ 320, 383 ], [ 383, 432 ], [ 432, 469 ], [ 470, 577 ], [ 578, 904 ], [ 905, 1116 ], [ 1117, 1338 ], [ 1339, 1368 ], [ 1368, 2399 ], [ 2399, 2564 ], [ 2565, 2609 ], [ 2609, 2721 ], [ 2721, 2983 ], [ 2983, 3119 ], [ 3119, 3245 ], [ 3246, 3300 ], [ 3300, 3422 ], [ 3422, 3827 ], [ 3827, 3948 ], [ 3948, 4056 ], [ 4056, 4313 ], [ 4314, 4338 ], [ 4338, 4675 ], [ 4675, 5081 ], [ 5081, 5258 ], [ 5259, 5272 ], [ 5272, 5540 ], [ 5540, 5709 ], [ 5709, 6166 ], [ 6167, 6193 ], [ 6193, 6796 ], [ 6796, 7207 ], [ 7207, 7725 ], [ 7726, 7737 ], [ 7737, 7969 ], [ 7969, 8124 ], [ 8125, 8148 ], [ 8148, 8471 ], [ 8471, 8652 ], [ 8652, 8720 ], [ 8720, 8943 ], [ 8944, 8959 ], [ 8959, 9155 ], [ 9155, 9345 ], [ 9346, 9360 ], [ 9360, 9468 ], [ 9469, 9488 ], [ 9488, 9785 ], [ 9786, 9802 ], [ 9802, 9999 ], [ 9999, 10084 ], [ 10085, 10104 ], [ 10104, 10260 ], [ 10260, 10393 ], [ 10394, 10404 ], [ 10404, 10548 ], [ 10548, 10722 ], [ 10723, 10745 ], [ 10745, 10880 ], [ 10881, 10899 ], [ 10899, 11084 ], [ 11085, 11128 ], [ 11128, 11443 ], [ 11444, 11473 ], [ 11473, 11698 ], [ 11698, 11783 ], [ 11784, 11799 ], [ 11799, 12022 ], [ 12023, 12042 ], [ 12042, 12184 ], [ 12184, 12418 ], [ 12419, 12448 ], [ 12448, 12613 ], [ 12613, 12860 ], [ 12860, 13077 ], [ 13077, 13270 ], [ 13270, 13432 ], [ 13433, 13548 ], [ 13549, 13576 ], [ 13577, 13581 ], [ 13581, 13619 ], [ 13620, 13626 ], [ 13626, 13662 ], [ 13663, 13670 ], [ 13670, 13707 ], [ 13708, 13720 ], [ 13721, 13754 ], [ 13755, 13759 ], [ 13759, 13797 ], [ 13798, 13804 ], [ 13804, 13840 ], [ 13841, 13848 ], [ 13848, 13885 ], [ 13886, 13895 ], [ 13895, 13931 ], [ 13932, 13945 ], [ 13945, 13981 ], [ 13982, 13989 ], [ 13989, 14025 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 32 ] }, "nda-15": { "choice": "Entailment", "spans": [ 44 ] }, "nda-10": { "choice": "Entailment", "spans": [ 10 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 10 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 11 ] }, "nda-19": { "choice": "Entailment", "spans": [ 34, 58 ] }, "nda-12": { "choice": "Entailment", "spans": [ 12, 16 ] }, "nda-20": { "choice": "Entailment", "spans": [ 34 ] }, "nda-3": { "choice": "Entailment", "spans": [ 10 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 19 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 24 ] }, "nda-13": { "choice": "Entailment", "spans": [ 12, 14 ] }, "nda-5": { "choice": "Entailment", "spans": [ 19 ] }, "nda-4": { "choice": "Entailment", "spans": [ 18 ] } } } ], "document_type": "search-pdf", "url": "http://www.signal-energy.com/pdf/SE_NDCA_and_PRE-QUAL_PACKAGE_March-2016.pdf" }, { "id": 338, "file_name": "SINTEC-UK-LTD-Non-disclosure-agreement-2017.pdf", "text": "Non-Disclosure Agreement\nand (hereinafter referred to as \"Receiving Party\")\nSINTEC UK LIMITED\nUnit 23, Metro Centre\nBritannia Way\nLondon, NW10 7PA\n(hereinafter referred to as the \"SINTEC\")\nwish to strengthen their existing business relationship on future projects and tenders.\nIn order to conduct this business relationship, SINTEC must provide the Receiving Party with commercial and/or technical information, specifically proprietary and confidential information, software, documentation, drawings, plans and/or objects or any other project/end user related information. To avoid any potential abuse of the information obtained, the Receiving Party hereby gives SINTEC an irrevocable undertaking as follows; and SINTEC hereby accepts said undertaking:\n1. Definition\nInformation within the meaning of this Agreement shall include any and all technical and commercial information, specifically drawings, plans, specifications, methods, formulae, de-signs, documentation, calculations, market and customer data as well as materials and other objects which are disclosed by SINTEC directly or indirectly in connection with initiating or con-ducting the business relationship described in the Preamble, be it in oral, visual, or written form or via data storage media or in any other way, shape or form.\n2. Duty of confidentiality\nThe Receiving Party shall treat as strictly confidential any and all information disclosed to it by SINTEC and shall not disclose said information to third parties or use it for its own business purposes or for other customers without the prior written consent of SINTEC. The Receiving Par-ty shall use the information only for SINTEC's specified or authorized purposes in each case.\n3. Disclosure of information to employees\nThe Receiving Party will disclose information it receives from SINTEC only to selected members of its staff and only to the extent absolutely necessary for SINTEC's specified or authorized purposes in each case. To the extent permitted by law, the Receiving Party shall ensure that said employees are bound to a duty of confidentiality for the term of their respective employment relationship in accordance with the terms and conditions of this Agreement and that such duty of confidentiality shall survive the termination/expiration of the respective employment relationship.\n4. Exceptions to the duty of confidentiality\nThe duty of confidentiality shall not apply if and to the extent the Receiving Party can show that the relevant information was already in the public domain at the time it was disclosed by SINTEC; that it entered the public domain after SINTEC had disclosed it through no fault of the Receiving Party; or that after having been disclosed to the Receiving Party it was lawfully published by third parties without any restrictions regarding confidentiality or use.\nThe burden of proof for the application of any of the aforementioned exceptions shall lie with the Receiving Party to the extent it invokes them.\n5. Proprietary information, reproductions\n5.1 All information disclosed by SINTEC shall remain the property of SINTEC. The Receiving Party shall return information provided to it any time upon request and, at SINTEC's option, promptly return it to SINTEC once and for all at no charge, or destroy it without retaining any copies or records thereof.\n5.2 No reproductions may be made of the information disclosed by SINTEC. SINTEC will consider the possibility of granting prior, express, written consent to reproduce information in exceptional cases only and subject to revocation at any time. At SINTEC's request, the Receiving Party shall return or destroy any reproductions as stipulated in 5.1.\n5.3 The Receiving Party shall return to SINTEC any and all information disclosed by SINTEC as well as any copies thereof automatically upon termination/expiration of the business relation- ship.\n6. Term and validity period\nThis Non-Disclosure Agreement shall apply for a period of three (3) years from the date on which it is signed by both Parties; thereafter it will renew for a term of two (2) years, unless terminated in writing by one of the Parties eighteen (18) months prior to the respective expiration date. The duties of confidentiality hereunder shall survive the termination/expiration of this Non-Disclosure Agreement for a period of three (3) years.\n7. Reservation of patent rights\nShould information directly or indirectly associated with initiating or conducting the business relationship described in the Preamble be disclosed by SINTEC and should that information contain patentable inventions, SINTEC hereby reserves all rights, specifically the right to submit applications for patents and/or design patents and its rights in the event any patents are granted under Section 7 of the Patent Act 1977 (as amended).\n8. Patentable findings\nShould new, patentable findings be made directly or indirectly in connection with the disclosure of information described in the Preamble, SINTEC shall have the sole and exclusive right to apply for patent protection of such findings and to commercially exploit them.\nThe Receiving Party hereby waives the assertion of any rights based on prior use against pa-tents filed for such findings. By the same token, SINTEC undertakes that it will not assert its pa-tent rights arising under any such patent applications against the Receiving Party, provided the Receiving Party uses them outside the following fields of technology: paint and plant systems, automotive, automobile and aircraft production, energy and environmental systems, wood processing. The terms of this section shall survive the term of this Agreement.\n9. Indemnity\nThe Receiving Party shall indemnify and keep fully indemnified SINTEC at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the SINTEC arising from any breach of this agreement by the Receiving Party and from the actions or omissions of any representative.\n10. Governing law, arbitration\n10.1 The Receiving Party agrees that this Non-Disclosure Agreement shall be governed solely and exclusively by the laws of England and Wales, excluding all conflicts of law rules and the provisions of the United Nations Convention on the International Sale of Goods (CISG).\n10.2 The Receiving Party agrees that all disputes arising in connection with this Agreement or its validity shall be finally settled in accordance with the Arbitration Rules of the London Court of International Arbitration (LCIA) without recourse to the ordinary courts of law. The place of arbitration is London. The number of arbitrators is three. The language of the arbitral proceedings is English.\n11. Severability\nShould any provision of this Agreement be or become invalid, this shall not affect the validity of the remaining provisions thereof. In such case, SINTEC may replace the invalid provision with a valid provision that most closely reflects the economic intent of the originally planned provision.\n12. Writing requirement\nAny amendments or supplements to this Agreement must be executed in writing.\n13. Miscellaneous\nThe Parties shall stipulate the nature and scope of any potential cooperation by separate agreement. No rights exist to the execution of any cooperation agreement.\nThe obligations under this Non-D isclosure Agreement shall apply whether or not the Parties enter into any cooperation agreement.\nSINTEC UK LTD\nUnit 23 Metro Centre, NW10 7PA\nDate: Date:\n__________________________________________ __________________________________________\nFirst Name / Last Name First Name / Last Name\n__________________________________________ __________________________________________\nFirst Name / Last Name First Name / Last Name\n", "spans": [ [ 0, 15 ], [ 15, 24 ], [ 25, 75 ], [ 76, 93 ], [ 94, 115 ], [ 116, 129 ], [ 130, 146 ], [ 147, 188 ], [ 189, 276 ], [ 277, 573 ], [ 573, 753 ], [ 754, 767 ], [ 768, 1300 ], [ 1301, 1327 ], [ 1328, 1600 ], [ 1600, 1711 ], [ 1712, 1753 ], [ 1754, 1966 ], [ 1966, 2330 ], [ 2331, 2375 ], [ 2376, 2838 ], [ 2839, 2984 ], [ 2985, 3026 ], [ 3027, 3031 ], [ 3031, 3104 ], [ 3104, 3333 ], [ 3334, 3338 ], [ 3338, 3407 ], [ 3407, 3578 ], [ 3578, 3682 ], [ 3683, 3687 ], [ 3687, 3877 ], [ 3878, 3905 ], [ 3906, 3926 ], [ 3926, 4200 ], [ 4200, 4346 ], [ 4347, 4378 ], [ 4379, 4815 ], [ 4816, 4838 ], [ 4839, 5106 ], [ 5107, 5230 ], [ 5230, 5589 ], [ 5589, 5656 ], [ 5657, 5669 ], [ 5670, 6175 ], [ 6176, 6206 ], [ 6207, 6212 ], [ 6212, 6480 ], [ 6481, 6486 ], [ 6486, 6759 ], [ 6759, 6795 ], [ 6795, 6831 ], [ 6831, 6883 ], [ 6884, 6900 ], [ 6901, 7034 ], [ 7034, 7195 ], [ 7196, 7219 ], [ 7220, 7296 ], [ 7297, 7314 ], [ 7315, 7416 ], [ 7416, 7478 ], [ 7479, 7608 ], [ 7609, 7622 ], [ 7623, 7653 ], [ 7654, 7665 ], [ 7666, 7709 ], [ 7709, 7751 ], [ 7752, 7797 ], [ 7798, 7841 ], [ 7841, 7883 ], [ 7884, 7929 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 31 ] }, "nda-15": { "choice": "Entailment", "spans": [ 24, 39 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 12 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 33, 34, 35, 42 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 25, 29, 31 ] }, "nda-3": { "choice": "Entailment", "spans": [ 12 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 14 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 27, 28 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 17 ] }, "nda-4": { "choice": "Entailment", "spans": [ 14, 15 ] } } } ], "document_type": "search-pdf", "url": "https://sintec.eu.com/wp-content/uploads/sites/7/2018/05/SINTEC-UK-LTD-Non-disclosure-agreement-2017.pdf" }, { "id": 339, "file_name": "SMT-R-100-01-NON-DISCLOSURE-AGREEMENT.pdf", "text": "SMT LABS PTY LTD\nNon-Disclosure Agreement (NDA)\nTHIS AGREEMENT dated ____________, 20______, by and between SMT LABS PTY LTD and ________________________________________________ (\u201cCustomer\u201d).\nSMT LABS PTY LTD operates a laboratory management system in compliance with ISO/IEC 17025 and requirements as set out in the South African National Accreditation System (SANAS) policies and procedures.\nIn compliance with these requirements, confidentiality, with regards to all laboratory activities contracted to SMT LABS PTY LTD (as agreed upon by both parties), shall be undertaken in the following manner:\n1. SMT LABS PTY LTD shall be responsible, through legally enforceable commitments, for the management of all information obtained or created during the performance of laboratory activities.\n2. Except for information that the customer makes publicly available, or when agreed between SMT LABS PTY LTD and the customer all other information is considered proprietary information and shall be regarded as confidential.\n3. When the laboratory is required by law or authorized by contractual arrangements to release confidential information, the customer shall, unless prohibited by law, be notified of the information provided BEFORE information released.\n4. Personnel, including any committee members, contractors, personnel of external bodies, or individuals acting on the laboratory's behalf, shall keep confidential all information obtained or created during the performance of laboratory activities, except as required by law.\n5. As part of the SANAS accreditation arrangement and Internal audit policy, SMT LABS PTY LTD will be assessed and audited on an ongoing basis to ensure continuous compliance to ISO/IEC 17025 and SANAS policies and procedures. All service providers (including SANAS) have signed a Non-disclosure Agreement/ Confidentiality Agreement as part of our contractual agreement.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.\nSMT LABS PTY LTD\nBy:\n________________________\nSignature\nShirleen Theisinger\nLab Quality Manager and Managing Director\nCUSTOMER\nBy:\n_____________________________\nSignature\n_____________________________\nPrinted name\n_____________________________\nTitle\n", "spans": [ [ 0, 16 ], [ 17, 47 ], [ 48, 69 ], [ 69, 129 ], [ 129, 178 ], [ 178, 191 ], [ 192, 393 ], [ 394, 601 ], [ 602, 791 ], [ 792, 1017 ], [ 1018, 1253 ], [ 1254, 1529 ], [ 1530, 1757 ], [ 1757, 1900 ], [ 1901, 1997 ], [ 1998, 2014 ], [ 2015, 2018 ], [ 2019, 2043 ], [ 2044, 2053 ], [ 2054, 2073 ], [ 2074, 2115 ], [ 2116, 2124 ], [ 2125, 2128 ], [ 2129, 2158 ], [ 2159, 2168 ], [ 2169, 2198 ], [ 2199, 2211 ], [ 2212, 2241 ], [ 2242, 2247 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 10 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "http://smtlabs.co.za/wp-content/uploads/2019/01/SMT-R-100-01-NON-DISCLOSURE-AGREEMENT.pdf" }, { "id": 340, "file_name": "SONGS%20RFP%20Confidentiality%20Agreement_201705051754392249.pdf", "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Confidentiality and Non-Disclosure Agreement (\u201cAgreement\u201d) dated this ____ day of May, 2017, is by and between [Insert Respondent Name], a [Insert Entity Type] (\u201cRespondent\u201d) and the City of Anaheim, a municipal California corporation (\u201cAnaheim\u201d) (individually \u201cParty\u201d and collectively \u201cParties\u201d).\nW I T N E S S E T H\nWHEREAS, the Parties hereto are engaged in discussions regarding Anaheim\u2019s Request for Proposals dated May 1, 2017 (\u201cRFP\u201d) for the acquisition of Anaheim\u2019s interests, liabilities, and obligations (3% nominal) in the San Onofre Nuclear Generating Station (SONGS) Units 2 and 3 (the \u201cPurpose\u201d); and\nWHEREAS, in the course of fulfilling the Purpose, the Parties may disclose to each other confidential and proprietary information, including but not limited to certain oral, written, electronic mail (e-mail), or computer information, documents, materials, models, analyses, and business plans concerning the types of information set forth in Anaheim\u2019s RFP such as Anaheim\u2019s residual operating, environmental, marine, and decommissioning liabilities, Anaheim\u2019s decommissioning trust fund balance, and the nature of SONGS governance rights pursuant to operating, settlement, and decommissioning agreements and balance sheet and financial track record information as well as other information and materials; the Parties shall treat such confidential and proprietary information as confidential (\u201cConfidential Information\u201d) pursuant to the terms of this Agreement; and\nWHEREAS, the Parties desire that all Purpose information provided by Anaheim (whether created by Anaheim or created for Anaheim\u2019s use by a third party and whether or not specifically described in the prior paragraph) be treated by Respondent as Confidential Information under this Agreement.\nWHEREAS, the Parties desire that there be no oral or written disclosure to third parties of the nature and extent of such discussions and information exchange regarding the Purpose, including no oral or written disclosures to third parties of any such Confidential Information; however, to the extent disclosure is necessitated by law or otherwise, it shall be made on the terms and conditions set forth herein.\nNOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:\n1. Use of Confidential Information. The Parties agree that they will not use or disclose (and they will cause their respective employees, agents, affiliates, representatives and consultants not to use or disclose) in any form or for any reason any of the Confidential Information for any purpose that is not directly related to the Purpose described above. The Party receiving Confidential Information (\u201cRecipient\u201d) shall make use of the Confidential Information only for the Purpose and, except as provided below, shall not provide the Confidential Information to any other person without the express written consent of the party disclosing the Confidential Information (\u201cDisclosing Party\u201d). Recipient will notify each employee, agent, affiliate, representative, or consultant involved in the business discussions or who may have any occasion to view, handle, or obtain any of the Confidential Information, of the terms of this Agreement and shall require such person to enter into an agreement with terms similar to this Agreement. The Parties further agree that such Confidential Information will only be provided by Recipient to those of its directors, officers, elected or appointed officials, employees, agents, affiliates, advisors, representatives, or consultants with a need to know.\nThe Parties acknowledge that Anaheim is a public entity subject to the California Public Records Act, and the Ralph M. Brown Act; except to the extent permitted by law, the Parties may, without violating this Agreement, disclose matters that are made confidential by this Agreement to governmental officials or the public as required by any law, regulation, order, rule, ruling or other requirement of law (\u201cLaw\u201d). Notwithstanding the foregoing, if any Recipient receives a request for Confidential Information, Recipient shall give Disclosing Party prompt written notice at the address designated herein prior to any disclosure in sufficient time to allow Disclosing Party, at its sole cost and expense, to seek a protective order or other appropriate remedy concerning such disclosure. Recipient will disclose only such information as it determines is legally required and will use commercially reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed. Recipient is not required to seek or obtain a judicial determination establishing confidential treatment, but it will cooperated in any efforts to do so by Disclosing Party. The address and phone number for notification to Anaheim is: City of Anaheim, Attention: Public Utilities General Manager, 201 South Anaheim Blvd., Suite 1101, Anaheim, California 92805 and (714) 765-5173. The address and phone number for notification of Respondent is: [Insert Respondent\u2019s Contact Name, Phone, Address, and email].\n2. Confidentiality Period. This Agreement and Recipient\u2019s duty to protect Confidential Information expires the longer of three (3) years from the date set forth above or after the conclusion of the Decommissioning of SONGS is completed, unless the Parties agree in writing to a different term.\n3. Standard of Care. Recipient shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure, dissemination, or publication of the Confidential Information as Recipient uses to protect its own Confidential Information.\n4. Identification. Recipient\u2019s obligation shall only extend to Confidential Information that: (a) is marked as confidential at the time of disclosure; or (b) is unmarked (e.g. orally disclosed) but treated as Confidential Information at the time of disclosure.\n5. Exclusions. This Agreement imposes no obligation upon Recipient with respect to information that: (a) was rightfully in Recipient\u2019s possession before receipt from the Disclosing Party; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party without a duty of confidentiality; (d) is disclosed by Disclosing Party to a third party without duty of confidentiality on the third party; (e) is independently developed by Recipient; (f) is disclosed under operation of law; or (g) is disclosed by Recipient with Disclosing Party\u2019s prior written approval.\n6. Rights. The supplying of Confidential Information shall not be considered to provide any license or proprietary rights, including any implied patent license or intellectual property rights in the property of the other by virtue of this Agreement.\n7. Return or Destruction. Recipient will return to the Disclosing Party, upon demand or in the event either Party ceases to be interested in pursuing the Purpose, all Confidential Information provided to Recipient, including all copies thereof which may have been made by or on behalf of Recipient, and Recipient shall destroy, or cause to be destroyed, all notes or memoranda or other stored information of any kind prepared by Recipient relating to the Confidential Information or discussions generally. 8. Representations and Warranties. The Parties acknowledge that, except as may be set forth in a definitive, written agreement, neither Party nor any of its directors, officers, elected or appointed officials, employees, agents, affiliates, advisors, representatives, or consultants shall have been deemed to make, or shall be responsible for, any representations or warranties, express or implied, with respect to the accuracy or completeness of the Confidential Information supplied under this Agreement. Further, the Parties acknowledge hereby that only those representations and warranties made by the Parties in a definitive, written agreement shall have any force or effect.\n9. Remedies. Recipient acknowledges and agrees that in the event of any breach of this Agreement, the Disclosing Party would be irreparably and immediately harmed and could not be made whole by monetary damages. It is accordingly agreed that Disclosing Party, in addition to any other remedy to which it may be entitled in law or equity, shall be entitled to injunctive relief to prevent breaches of this Agreement, and to compel specific performance of this Agreement, without the need for proof of actual damages.\n10. No Relationship. This Agreement does not create any agency or partnership relationship.\n11. Waiver. In no event shall either Party be liable to the other for consequential, special, indirect, incidental, punitive or exemplary loss, damage, or expense relating to this Agreement.\n12. Entire Agreement. This Agreement embodies the entire understanding between the Parties pertaining to the subject matter hereof. Any additions or modifications to this Agreement must be made in writing and must be signed by both Parties.\n13. Jurisdiction. This Agreement is made under, and shall be construed according to, the substantive laws of the State of California, without regard to the conflict of laws provisions. If any provisions of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement shall remain in full force and effect.\n14. No Binding Commitment. Nothing contained in this Agreement or in any discussions undertaken, or disclosures made pursuant hereto shall: (a) be interpreted or relied upon, directly or indirectly, by either Part as a commitment or intent to engage in a business relationship, contract, or future dealings with the other Party; and (b) prevent either Party from entering into similar discussions with unrelated third parties so long as such discussions do not violate the terms and conditions imposed by this Agreement.\nIN WITNESS WHEREOF, the Parties hereto, by their duly authorized representatives, have executed this Agreement as of the date set forth above.\nCity of Anaheim, a municipal California [Insert Respondent Name], a [Insert Entity Type] corporation\nBy: ______________________________ By: _____________________________________\n Dukku Lee\n Public Utilities General Manger Printed Name: ____________________________\nTitle: ___________________________________\nAPPROVED AS TO FORM\nCITY ATTORNEY\u2019S OFFICE\nBy: _______________________________\n Alison M. Kott\n Assistant City Attorney\n120939/95500.4\n", "spans": [ [ 0, 44 ], [ 45, 347 ], [ 348, 367 ], [ 368, 664 ], [ 665, 1529 ], [ 1530, 1821 ], [ 1822, 2233 ], [ 2234, 2378 ], [ 2379, 2415 ], [ 2415, 2736 ], [ 2736, 3072 ], [ 3072, 3413 ], [ 3413, 3671 ], [ 3672, 4087 ], [ 4087, 4460 ], [ 4460, 4676 ], [ 4676, 4850 ], [ 4850, 5040 ], [ 5040, 5056 ], [ 5056, 5182 ], [ 5183, 5210 ], [ 5210, 5476 ], [ 5477, 5498 ], [ 5498, 5810 ], [ 5811, 5830 ], [ 5830, 5905 ], [ 5905, 5965 ], [ 5965, 6071 ], [ 6072, 6087 ], [ 6087, 6173 ], [ 6173, 6260 ], [ 6260, 6338 ], [ 6338, 6432 ], [ 6432, 6538 ], [ 6538, 6583 ], [ 6583, 6627 ], [ 6627, 6704 ], [ 6705, 6716 ], [ 6716, 6954 ], [ 6955, 6981 ], [ 6981, 7461 ], [ 7461, 7496 ], [ 7496, 7968 ], [ 7968, 8141 ], [ 8142, 8155 ], [ 8155, 8354 ], [ 8354, 8657 ], [ 8658, 8679 ], [ 8679, 8749 ], [ 8750, 8762 ], [ 8762, 8940 ], [ 8941, 8963 ], [ 8963, 9073 ], [ 9073, 9181 ], [ 9182, 9200 ], [ 9200, 9367 ], [ 9367, 9562 ], [ 9563, 9590 ], [ 9590, 9703 ], [ 9703, 9896 ], [ 9896, 10083 ], [ 10084, 10226 ], [ 10227, 10327 ], [ 10328, 10332 ], [ 10332, 10363 ], [ 10363, 10367 ], [ 10367, 10404 ], [ 10405, 10406 ], [ 10406, 10415 ], [ 10416, 10417 ], [ 10417, 10463 ], [ 10463, 10491 ], [ 10492, 10499 ], [ 10499, 10534 ], [ 10535, 10554 ], [ 10555, 10577 ], [ 10578, 10582 ], [ 10582, 10613 ], [ 10614, 10615 ], [ 10615, 10629 ], [ 10630, 10631 ], [ 10631, 10646 ], [ 10646, 10654 ], [ 10655, 10669 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 40 ] }, "nda-15": { "choice": "Entailment", "spans": [ 38 ] }, "nda-10": { "choice": "Entailment", "spans": [ 6 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 4 ] }, "nda-1": { "choice": "Entailment", "spans": [ 25, 26, 27 ] }, "nda-19": { "choice": "Entailment", "spans": [ 21 ] }, "nda-12": { "choice": "Entailment", "spans": [ 29, 34 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 4, 25, 27 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 9, 12 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 14 ] }, "nda-13": { "choice": "Entailment", "spans": [ 29, 32 ] }, "nda-5": { "choice": "Entailment", "spans": [ 9, 12 ] }, "nda-4": { "choice": "Entailment", "spans": [ 9, 10 ] } } } ], "document_type": "search-pdf", "url": "http://www.anaheim.net/DocumentCenter/View/16396" }, { "id": 341, "file_name": "Sample NonDisclosure Agreement.pdf", "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nKyiv\n[Date of Execution]\nCompany A, a company duly incorporated and validly existing under the laws of [\u25cf] whose registered office is at: [\u25cf], registered under No. [\u25cf], represented by [\u25cf], acting on the basis of the [\u25cf], (jointly referred to as the \u201cDisclosing Party\u201d), on the one hand, and\nCompany B, a company duly incorporated and validly existing under the laws of [\u25cf] whose registered office is at: [\u25cf], registered under No. [\u25cf], represented by [\u25cf], acting on the basis of the [\u25cf], (the \u201cReceiving Party\u201d), on the other hand,\ncollectively referred to as the \u201cParties\u201d, and individually as the \u201cParty\u201d, have entered into this confidentiality and non-disclosure agreement (the \u201cAgreement\u201d) as follows.\nWHEREAS:\nI. The Disclosing Party is an [advisor to a potential buyer] who is willing to, either itself or through its Affiliate(s) (as defined below), acquire, directly or indirectly, shares in the Target (as defined below) or assets owned by the Target (the \u201cTransaction\u201d).\nII. In view of the proposed Transaction, the Disclosing Party has agreed to disclose to the Receiving Party certain Confidential Information (as defined below), and the Receiving Party has agreed to maintain secrecy in relation to such Confidential Information.\nIT IS AGREED:\nDefinitions:\nUnless otherwise defined in this Agreement, the following terms shall have the following meanings:\nAffiliate of the Party and/or any person specified in this Agreement, means:\n(i) its parent company, its founder (participant or shareholder), including a physical person; and/or\n(ii) any company directly or indirectly controlled by the Party and/or its parent company.\nConfidential Information means any information and documents (whether or not designated as confidential), including, without limitation, financial, tax, commercial, corporate, legal, technical, operational, management, business and other information and documents concerning the Target or any of their Affiliates, as well as any and all information and documents regarding the intended sale of the Target, that is directly or indirectly disclosed, furnished or made available, whether before or after the date hereof, in any way or by any means whatsoever (including, without limitation, in writing, orally or in electronic form), in a data room or elsewhere, to the Receiving Party or any employees of the Receiving Party, by any director, manager, agent, representative, advisor or employee of the Disclosing Party or any Affiliate of the Disclosing Party, in connection with the intended sale of the Target. Confidential Information may include, without limitation, trade secrets, know-how, inventions, technical data or specifications, testing methods, Target or financial information, research and development activities, product and marketing plans, and customer and supplier information. For the sake of clarity, the fact that the Seller is considering selling the Target, and the existence and contents of this Agreement, are deemed to be Confidential Information.\nTarget include: [Name of the company], a company duly incorporated and validly existing under the laws of [\u25cf] whose registered office is at: [\u25cf], registered under No. [\u25cf].\n1. The subject of this Agreement is to secure the confidentiality of information determined hereunder as Confidential Information.\n2. The Receiving Party undertakes to use Confidential Information only in direct connection with the Transaction.\n3. The Receiving Party undertakes not to disclose Confidential Information to other persons, except the employees of the Receiving Party listed in Annex 1 to this Agreement that need to possess such information in order to achieve the purposes specified in Section 2 of this Agreement and who have signed confidentiality agreements or are otherwise obliged to maintain confidentiality in relation to the Confidential Information to the extent specified in this Agreement. The Receiving Party undertakes to keep Confidential Information separate from other information that belongs to the Receiving Party and/or third parties. The Receiving Party undertakes to take all possible measures that are necessary to prevent and avoid disclosure and/or loss of any Confidential Information. In any case, such measures should comply with the measures that the Receiving Party would take for proper handling and protection of its own confidential information, and thus it must be the safety level that is not less than may reasonably be necessary. In the case of unauthorised disclosure and/or loss of Confidential Information, the Receiving Party must immediately inform the Receiving Party.\n4. The Parties agree and acknowledge that the information defined hereunder as Confidential Information is a commercial secret of the Disclosing Party, as it has commercial value in view of it being unknown and not publicly accessible.\n5. The obligations of the Receiving Party with respect to the preservation and nondisclosure of the Confidential Information under this Agreement shall remain in full force and effect without being limited in time, except for cases when the Disclosing Party provides its written consent as to any reduction of said term.\n6. This Agreement shall enter into effect upon its execution and shall remain effective for three (3) years, except for the obligations of the Receiving Party as to preservation and nondisclosure of the Confidential Information set forth in Section 5 hereof above which remain in force after termination (or expiration) of this Agreement.\n7. No rights or obligations other than those expressly provided for in this Agreement shall be implied under this Agreement. Nothing contained herein shall in any way affect the present and/or future rights of the Parties under the law on intellectual property rights of any country, or be construed to grant to the Receiving Party a license (permit) for usage of any present or future object of intellectual property related to the Confidential information of the Disclosing Party.\n8. This Agreement shall be binding for both Parties. This Agreement is executed in favor of the Parties and their respective successors. Neither Party shall have the right to assign or otherwise transfer its rights or obligations under this Agreement to other persons except with the prior written consent of the other Party.\n9. Provisions of this Agreement do not refer to the Confidential Information which:\n\u2022 at the time of disclosure (or transfer/announcement) to the Receiving Party, was or became generally known or published without the Receiving Party's breach of this Agreement, provided that the Receiving Party may specify the source of such publicly known information;\n\u2022 at the time of disclosure (or transfer/announcement) under this Agreement, was already known to the Receiving Party and was not received by the Receiving Party under the terms of confidentiality, provided that the Receiving Party can prove the same; and\n\u2022 was received by the Receiving Party lawfully from a third party after its disclosure (transfer, announcement) by the Disclosing Party pursuant to the terms of this Agreement, provided that the Receiving Party can prove the same.\n10. If disclosure (transfer, announcement) of Confidential Information is required from the Receiving Party and/or its representatives by a court or another governmental body, the Receiving Party shall promptly, but in any event before the disclosure (or transfer/announcement) of the Confidential Information, notify the Disclosing Party in writing and provide the Disclosing Party with the opportunity to take appropriate measures to protect and preserve confidentiality of such information. If such a request (or demand) from a court or another governmental body to disclose (or transfer/announce) Confidential Information has not been revoked (or invalidated) before the moment the relevant information is to be provided, the Receiving Party has the right to disclose (or transfer) only the part of the Confidential Information that it is obliged to disclose (or transfer) under the laws of Ukraine\n11. Upon the written request of the Disclosing Party, the Receiving Party undertakes to promptly return to the Disclosing Party, or, at the Disclosing Party\u2019s discretion, destroy all the Confidential Information (together with all copies and extracts) stored by the Receiving Party and/or its representatives (including without limitation, on computer disks and/or other digital media). Within five (5) calendar days from the date of termination (expiration) of this Agreement, unless there was a written request from the Disclosing Party, the Receiving Party shall destroy all Confidential Information (together with all copies and extracts) stored by the Receiving Party and/or its representatives (including without limitation, on computer disks and/or other digital media). In case of destruction of Confidential Information under the terms of this Section, the Receiving Party shall send to the Disclosing Party a written confirmation of such destruction, which should contain a list of the destroyed Confidential Information.\n12. All disputes which may arise from or in connection with this Agreement shall be settled through negotiations between the Parties. If such a dispute between the Parties cannot be settled through negotiations between the Parties, either Party may submit such a dispute to a court in accordance with [specify the jurisdiction] laws.\n13. In case the Receiving Party breaches this Agreement, the Disclosing Party, the Target or any of their Affiliates are entitled to receive from the Receiving Party compensation of financial and moral damages, suffered by the Disclosing Party, the Target or any of their Affiliates respectively, as a result of such breach by the Receiving Party.\n14. This Agreement contains the final, complete and exclusive agreement of the Parties as to regulation of relations pertaining to the subject of this Agreement, and supersedes all prior and existing arrangements and agreements relating to the subject of this Agreement. The invalidity of one of the provisions of the Agreement does not entail the invalidity of the entire Agreement.\n15. This Agreement and all legal relations arising from it shall be governed by the laws of [specify the jurisdiction].\n16. All notices and documents sent by the Parties to each other under this Agreement shall be made in writing, sealed (if applicable) by the respective Party and delivered either by (i) courier and/or a representative of the Party concerned (in this case they are deemed received from the moment the representative of the Party to which such notice/document was sent, confirms receipt of the notification/document with his signature, indicating the date and time of receipt), or (ii) insured letter by mail to the post address of the Party concerned, as indicated at the end of this Agreement (in this case, such letters are considered to be received after three (3) calendar days from the date of posting).\n17. This Agreement is made in two identical copies in the English language with both having equal legal force and comes into effect once signed by the authorised representatives of the Parties and sealed by the Parties.\nDisclosing Party\n[Name of the Company]\n[Registration/identification number]\n[Address of registered office]\n[Bank account details]\n____________________\nReceiving Party\n[Name of the Company]\n[Registration/identification number]\n[Address of registered office]\n[Bank account details]\n____________________\n to confidentiality and non-disclosure agreement dated [date of execution of the NDA]\nList of Authorised Employees\n", "spans": [ [ 0, 44 ], [ 45, 49 ], [ 50, 69 ], [ 70, 335 ], [ 336, 575 ], [ 576, 749 ], [ 750, 758 ], [ 759, 1024 ], [ 1025, 1286 ], [ 1287, 1300 ], [ 1301, 1313 ], [ 1314, 1412 ], [ 1413, 1489 ], [ 1490, 1591 ], [ 1592, 1682 ], [ 1683, 2594 ], [ 2594, 2878 ], [ 2878, 3055 ], [ 3056, 3227 ], [ 3228, 3358 ], [ 3359, 3472 ], [ 3473, 3945 ], [ 3945, 4099 ], [ 4099, 4256 ], [ 4256, 4511 ], [ 4511, 4655 ], [ 4656, 4891 ], [ 4892, 5212 ], [ 5213, 5551 ], [ 5552, 5677 ], [ 5677, 6034 ], [ 6035, 6088 ], [ 6088, 6172 ], [ 6172, 6360 ], [ 6361, 6444 ], [ 6445, 6715 ], [ 6716, 6971 ], [ 6972, 7202 ], [ 7203, 7697 ], [ 7697, 8105 ], [ 8106, 8493 ], [ 8493, 8884 ], [ 8884, 9137 ], [ 9138, 9272 ], [ 9272, 9471 ], [ 9472, 9819 ], [ 9820, 10091 ], [ 10091, 10203 ], [ 10204, 10323 ], [ 10324, 10506 ], [ 10506, 10803 ], [ 10803, 11031 ], [ 11032, 11251 ], [ 11252, 11268 ], [ 11269, 11290 ], [ 11291, 11327 ], [ 11328, 11358 ], [ 11359, 11381 ], [ 11382, 11402 ], [ 11403, 11418 ], [ 11419, 11440 ], [ 11441, 11477 ], [ 11478, 11508 ], [ 11509, 11531 ], [ 11532, 11552 ], [ 11553, 11554 ], [ 11554, 11638 ], [ 11639, 11667 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 41 ] }, "nda-15": { "choice": "Entailment", "spans": [ 29, 30 ] }, "nda-10": { "choice": "Entailment", "spans": [ 17 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 15, 16 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 15 ] }, "nda-19": { "choice": "Entailment", "spans": [ 27, 28 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 40, 41 ] }, "nda-3": { "choice": "Entailment", "spans": [ 15 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 21 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 38 ] }, "nda-13": { "choice": "Entailment", "spans": [ 34, 37 ] }, "nda-5": { "choice": "Entailment", "spans": [ 21 ] }, "nda-4": { "choice": "Entailment", "spans": [ 20 ] } } } ], "document_type": "search-pdf", "url": "https://www.cms-lawnow.com/-/media/microsites-media-library/ukraine/ukraine-downloadable-documents/sample-nondisclosure-agreement.pdf?la=en&rev=02aaed66-e786-4322-8474-132b3999bab6&hash=0F2CE72FCB91A3EA9CCFE07C194611CFAA5AAE58" }, { "id": 342, "file_name": "Sample%20NDA%202018.pdf", "text": "Reciprocal Non-Disclosure and Confidentiality Agreement\nThis Reciprocal Non-Disclosure and Confidentiality Agreement (the \u201cAgreement\u201d) is made and entered into this ______ day of __________________, 20__ (\u201cEffective Date\u201d) by, between and among the ______________ (\u201cCompany\u201d) having its principal place of business at _____________________________ and ____________________ (\u201cIndividual\u201d). Company and Individual shall hereinafter collectively be referred to as the \u201cParties\u201d and individually as the \u201cParty\u201d.\nBackground\nThe Parties desire to discuss certain business evaluations and reviews and to exchange information for the purpose of a conducting those evaluations and reviews and to provide an educational project (\u201cPurpose\u201d). In order to further the Purpose, and in order for the Parties to share or receive information under terms that will protect the confidential and proprietary nature of such information, the Parties desire to enter into this Agreement.\nAgreement\nThe Parties agree as follows:\n1. The Parties may find it beneficial to disclose to each other certain information which may include, but is not limited to, trade secrets, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, maps, blueprints, diagrams, flow and other technical, financial or business information, as well as third party information furnished under an obligation of confidentiality (\u201cConfidential Information\u201d). Information shall be deemed to be Confidential Information if it is marked confidential, or if, under the circumstances surrounding disclosure, it should reasonably be considered to be Confidential Information. Additionally, the disclosing Party may confirm, within three (3) days of providing any information, that such information is to be treated as Confidential Information.\n2. The Parties agree to hold such Confidential Information in confidence, with the same care the receiving Party uses for its own Confidential Information, which, in no event shall be less than a reasonable standard of care. Confidential Information shall be used solely for the Purpose, and the Parties agree that it shall only disclose Confidential Information to those employees and consultants who have a need to know such Confidential Information in furtherance of the Purpose. Prior to providing the Confidential Information to any employee or consultant, the receiving Party shall ensure that an executed nondisclosure agreement is in place with each employee or consultant with protections that are substantially similar to the protections in this Agreement. Prior to providing any Confidential Information to employees or consultants, the receiving Party shall notify such persons that such information is Confidential Information and must be kept in confidence as set forth in this Agreement. The receiving Party shall be responsible for any breach of this agreement by such Party's employees and consultants. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE OR GIVEN UNDER THIS AGREEMENT AS TO THE ACCURACY, COMPLETENESS OR CURRENT NATURE OF ANY OF THE CONFIDENTIAL INFORMATION DISCLOSED UNDER THIS AGREEMENT, OR ITS USEFULNESS OR FITNESS FOR PURPOSE FOR, OR USE WITH, OR IN RELATION TO THE PURPOSE.\n3. The obligations of confidentiality under this Agreement shall not apply to any information that: (a) was previously known to the Parties free of any obligation to keep it confidential; (b) is or has become publicly known, through no wrongful act of either Party; (c) was rightfully received from a third party who is under no obligation of confidence to the receiving Party; (d) was independently developed by the Parties without use of Confidential Information that has been disclosed pursuant to this Agreement; or (e) was required to be disclosed in order to comply with applicable law or regulation (including without limitation for securities law purposes) or with any requirement imposed by any governmental or court order but only to the extent required. Prior to making any disclosure under subsection (e) above, the receiving Party shall: (i) immediately notify the disclosing Party of the required disclosure upon receipt of a governmental or court order; and (ii) cooperate with the disclosing Party in making, if available under applicable law, a good faith effort to obtain a protective order or other appropriate determination against or limiting disclosure or use of the Confidential Information, at no cost to the Parties.\n4. All Confidential Information shall remain the exclusive property of the disclosing Party. The disclosure of Confidential Information by the disclosing Party shall not constitute an express or implied grant to the receiving Party, of any rights to or under the disclosing Party\u2019s patents, copyrights, trade secrets, trademarks or any other intellectual property rights. Upon the disclosing Party\u2019s request, at the completion of the Purpose, all Confidential Information shall be either returned to the disclosing Party or destroyed and certified in writing that such Confidential Information has been destroyed. Notwithstanding the return or destruction of the Confidential Information, the receiving Party will continue to be bound by its confidentiality and other obligations hereunder in accordance with the terms of this Agreement.\n5. Neither Party shall in any way or in any form distribute, disclose, publicize, issue press releases, or advertise in any manner, including, but not limited to, making representations in court pleadings (except as required under law), the discussions that gave rise to this Agreement or the discussions or negotiations covered by this Agreement or the information provided pursuant to this Agreement, or that any conversations or discussions are occurring or have occurred between the Parties, nor shall either Party use the other Party\u2019s trademarks, trade names or other proprietary marks in any manner, without first obtaining the prior written consent of such Party.\n6. This Agreement shall continue for a period of one (1) year from the Effective Date or until such time as a definitive agreement(s) is entered into by the Parties with respect to the Purpose provided however that the obligations contained in this Agreement shall survive termination of this Agreement for a period of five (5) years from the date of termination of this Agreement.\n7. This Agreement shall be governed by and constituted and enforced in accordance with the internal laws of the State of North Carolina, and shall be binding upon the parties hereto in the United States and worldwide. Failure to enforce any provision of this Agreement shall not constitute a waiver of any other term hereof. The Parties agree to submit to the jurisdiction of any state or federal court sitting in North Carolina. Each party irrevocably waives any right that it may have to a trial by jury in connection with any dispute arising out of or in connection with this Agreement.\n8. The Parties acknowledge that remedies at law may be inadequate to protect the disclosing Party against any actual or threatened breach of this Agreement by the receiving Party or by its representatives and, without prejudice to any other rights and remedies otherwise available to the disclosing Party, the Parties agree to allow the seeking of injunctive or other equitable relief in the disclosing Party\u2019s favor, without the requirement of providing proof of actual damages.\n9. This Agreement contains the sole and entire agreement between the Parties related to the disclosure of Confidential Information with respect to the Purpose. This Agreement may only be modified in a writing executed by both Parties. Should any provision of this Agreement be deemed illegal or otherwise unenforceable, that provision shall be severed and the remainder of this Agreement shall remain in full force and effect.\n10. This Agreement shall not create, nor will it create an obligation to form a joint venture, partnership or other formal business relationship of any kind nor will it prohibit either Party from engaging in similar discussions, relationships, or transactions with a similar Purpose, with any other third party.\n11. Neither this Agreement, nor any rights hereunder, in whole or in part, shall be assignable or otherwise transferable by either Party.\n12. If a legal action between the Parties arises from this Agreement or the conduct of any Party with respect to any Confidential Information, the prevailing Party shall recover from the other Party its reasonable attorney fees and costs. No waiver of any right under, or breach of, this Agreement shall be effective unless in writing and signed by an authorized representative of the party against whom the waiver is sought to be enforced.\n13. This Agreement may be executed by facsimile and in counterparts.\n14. Other than this Agreement, no contract or agreement providing for any relationship involving the Parties (whether relating to the Purpose or otherwise) will be deemed to exist between the Parties unless and until a final definitive agreement(s) has been executed and delivered by each of the Parties, and unless and until any such definitive agreement(s) has been executed an delivered, neither Party will be under any legal obligation of any kind or nature whatsoever, except for the terms and conditions set forth in this Agreement\nIN WITNESS HEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date and year written above.\nINDIVIDUAL COMPANY\nBy: By:\nPrint Name: Print Name:\nDate: ________________ Date: ________________\n", "spans": [ [ 0, 55 ], [ 56, 179 ], [ 179, 318 ], [ 318, 352 ], [ 352, 389 ], [ 389, 507 ], [ 508, 518 ], [ 519, 731 ], [ 731, 964 ], [ 965, 974 ], [ 975, 1004 ], [ 1005, 1436 ], [ 1436, 1647 ], [ 1647, 1814 ], [ 1815, 2040 ], [ 2040, 2298 ], [ 2298, 2582 ], [ 2582, 2818 ], [ 2818, 2935 ], [ 2935, 3235 ], [ 3236, 3336 ], [ 3336, 3424 ], [ 3424, 3502 ], [ 3502, 3614 ], [ 3614, 3756 ], [ 3756, 4001 ], [ 4001, 4049 ], [ 4049, 4087 ], [ 4087, 4209 ], [ 4209, 4477 ], [ 4478, 4571 ], [ 4571, 4850 ], [ 4850, 5092 ], [ 5092, 5315 ], [ 5316, 5987 ], [ 5988, 6369 ], [ 6370, 6588 ], [ 6588, 6695 ], [ 6695, 6800 ], [ 6800, 6959 ], [ 6960, 7439 ], [ 7440, 7600 ], [ 7600, 7675 ], [ 7675, 7866 ], [ 7867, 8178 ], [ 8179, 8316 ], [ 8317, 8556 ], [ 8556, 8757 ], [ 8758, 8826 ], [ 8827, 9364 ], [ 9365, 9524 ], [ 9525, 9543 ], [ 9544, 9551 ], [ 9552, 9575 ], [ 9576, 9582 ], [ 9582, 9599 ], [ 9599, 9605 ], [ 9605, 9621 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 32 ] }, "nda-15": { "choice": "Entailment", "spans": [ 30, 31 ] }, "nda-10": { "choice": "Entailment", "spans": [ 34 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 11 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 12 ] }, "nda-19": { "choice": "Entailment", "spans": [ 33, 35 ] }, "nda-12": { "choice": "Entailment", "spans": [ 20, 24 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 15, 16 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 20, 25, 26, 27, 28 ] }, "nda-13": { "choice": "Entailment", "spans": [ 20, 23 ] }, "nda-5": { "choice": "Entailment", "spans": [ 15 ] }, "nda-4": { "choice": "Entailment", "spans": [ 15 ] } } } ], "document_type": "search-pdf", "url": "https://uncw.edu/datascience/documents/Sample%20NDA%202018.pdf" }, { "id": 343, "file_name": "Section%2013%20Non-Disclosure%20Agreement.pdf", "text": "NON-DISCLOSURE AGREEMENT\nentered into by and between\nTRANSNET LIMITED\nRegistration Number 1990/000900/06\n(hereinafter referred to as \u201cTransnet\")\nand\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026...................\u2026\u2026..\nRegistration Number ______________________\n(hereinafter referred to as the \"Company\")\nRFP / Agreement Number \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\nCommencement Date \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\u2026.\u2026.\nExpiry Date \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\u2026\u2026\u2026.\u2026\nNon-Disclosure Agreement\nTABLE OF CONTENTS\n1 Interpretation ..............................................................................................................................3\n2 Confidential Information................................................................................................................4\n3 Records and return of Information ..................................................................................................5\n4 Announcements ...........................................................................................................................5\n5 Duration .....................................................................................................................................5\n6 Principal......................................................................................................................................5\n7 Adequacy of damages...................................................................................................................5\n8 Privacy and Data Protection ...........................................................................................................6\n9 General.......................................................................................................................................6\nTHIS AGREEMENT is made at \u2026\u2026\u2026\u2026\u2026.\u2026\u2026\u2026\u2026\u2026\u2026.\u2026.\u2026... on the \u2026.. day of \u2026..\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\u2026.. 2009\nBETWEEN:\nTransnet Limited (\u201cTransnet\u201d) (Registration No. 1990/000900/06)\nwhose registered office is at 49th Floor, Carlton Centre, 150 Commissioner Street, Johannesburg 2001,\nand\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\u2026\u2026. (\u201cthe Company\u201d) (Registration No \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026) whose registered office is at \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nWHEREAS\nTransnet and the Company wish to exchange Information (as defined below) and it is envisaged that each party may from time to time receive Information relating to the other in respect thereof. In consideration of each party making available to the other such Information, the parties jointly agree that any dealings between them shall be subject to the terms and conditions of this Agreement which themselves will be subject to the parameters of the Proposal.\nIT IS HEREBY AGREED\n1 INTERPRETATION\nIn this Agreement:-\n1.1 \u201cAgents\u201d means directors, officers, employees, agents, professional advisers, contractors or sub-contractors, or any Group member;\n1.2 \u201cConfidential Information\u201d means any information or other data relating to one party (the \u201cDisclosing Party\u201d) and/or the business carried on or proposed or intended to be carried on by that party and which is made available for the purposes of the Proposal to the other party (the \u201cReceiving Party\u201d) or its Agents by the Disclosing Party or its Agents or recorded in agreed minutes following oral disclosure and any other information otherwise made available by the Disclosing Party or its Agents to the Receiving Party or its Agents, whether before, on or after the date of this Agreement, and whether in writing or otherwise, including any information, analysis or specifications derived from, containing or reflecting such information but excluding information which:-\na) is publicly available at the time of its disclosure or becomes publicly available (other than as a result of disclosure by the Receiving Party or any of its Agents contrary to the terms of this Agreement); or\nb) was lawfully in the possession of the Receiving Party or its Agents (as can be demonstrated by its written records or other reasonable evidence) free of any restriction as to its use or disclosure prior to its being so disclosed; or\nc) following such disclosure, becomes available to the Receiving Party or its Agents (as can be demonstrated by its written records or other reasonable evidence) from a source other than the Disclosing Party or its Agents, which source is not bound by any duty of confidentiality owed, directly or indirectly, to the Disclosing Party in relation to such information;\n1.3 \u201cGroup\u201d means any subsidiary, any holding company and any subsidiary of any holding company of either party;\n1.4 \u201cInformation\u201d means all information in whatever form including, without limitation, any information relating to systems, operations, plans, intentions, market opportunities, know-how, trade secrets and business affairs whether in writing, conveyed orally or by machine-readable medium; and\n1.5 \u201cProposal\u201d means Transnet\u2019s Request for Information (RFI) and/or Request for Quotation (RFQ) and/or Request for Proposal or Tender (RFP).\n2 CONFIDENTIAL INFORMATION\n2.1 All Confidential Information given by one party to this Agreement (the \u201cDisclosing Party\u201d) to the other party (the \u201cReceiving Party\u201d) will be treated by the Receiving Party as secret and confidential and will not, without the Disclosing Party\u2019s written consent, directly or indirectly communicate or disclose (whether in writing or orally or in any other manner) Confidential Information to any other person other than in accordance with the terms of this Agreement.\n2.2 The Receiving Party will only use the Confidential Information for the sole purpose of technical and commercial discussions between the parties in relation to the Proposal or for the subsequent performance of any contract between the parties in relation to the Proposal.\n2.3 Notwithstanding clause 2.1 above, the Receiving Party may disclose Confidential Information:\na) to those of its Agents who strictly need to know the Confidential Information for the sole purpose set out in clause 2.2 above, provided that the Receiving Party shall ensure that such Agents are made aware prior to the disclosure of any part of the Confidential Information that the same is confidential and that they owe a duty of confidence to the Disclosing Party. The Receiving Party shall at all times remain liable for any actions of such Agents that would constitute a breach of this Agreement; or\nb) to the extent required by law or the rules of any applicable regulatory authority, subject to clause 2.4 below.\n2.4 In the event that the Receiving Party is required to disclose any Confidential Information in accordance with clause 2.3 (b) above, it shall promptly notify the Disclosing Party and co-operate with the Disclosing Party regarding the form, nature, content and purpose of such disclosure or any action which the Disclosing Party may reasonably take to challenge the validity of such requirement.\n2.5 In the event that any Confidential Information shall be copied, disclosed or used otherwise than as permitted under this Agreement then, upon becoming aware of the same, without prejudice to any rights or remedies of the Disclosing Party, the Receiving Party shall as soon as practicable notify the Disclosing Party of such event and if requested take such steps (including the institution of legal proceedings) as shall be necessary to remedy (if capable of remedy) the default and/or to prevent further unauthorised copying, disclosure or use.\n2.6 All Confidential Information shall remain the property of the Disclosing Party and its disclosure shall not confer on the Receiving Party any rights, including intellectual property rights over the Confidential Information whatsoever, beyond those contained in this Agreement.\n3 RECORDS AND RETURN OF INFORMATION\n3.1 The Receiving Party agrees to ensure proper and secure storage of all Information and any copies thereof.\n3.2 The Receiving Party shall keep a written record, to be supplied to the Disclosing Party upon request, of the Confidential Information provided and any copies made thereof and, so far as is reasonably practicable, of the location of such Confidential Information and any copies thereof.\n3.3 The Company shall, within 7 (seven) days of receipt of a written demand from Transnet:\na) return all written Confidential Information (including all copies); and\nb) expunge or destroy any Confidential Information from any computer, word processor or other device whatsoever into which it was copied, read or programmed by the Company or on its behalf.\n3.4 The Company shall on request supply a certificate signed by a director as to its full compliance with the requirements of clause 3.3 (b) above.\n4 ANNOUNCEMENTS\n4.1 Neither party will make or permit to be made any announcement or disclosure of its prospective interest in the Proposal without the prior written consent of the other party.\n4.2 Neither party shall make use of the other party\u2019s name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party.\n5 DURATION\nThe obligations of each party and its Agents under this Agreement shall survive the termination of any discussions or negotiations between the parties regarding the Proposal and continue thereafter for a period of 5 (five) years.\n6 PRINCIPAL\nEach party confirms that it is acting as principal and not as nominee, agent or broker for any other person and that it will be responsible for any costs incurred by it or its advisers in considering or pursuing the Proposal and in complying with the terms of this Agreement.\n7 ADEQUACY OF DAMAGES\nNothing contained in this Agreement shall be construed as prohibiting the Disclosing Party from pursuing any other remedies available to it, either at law or in equity, for any such threatened or actual breach of this Agreement, including specific performance, recovery of damages or otherwise.\n8 PRIVACY AND DATA PROTECTION\n8.1 The Receiving Party undertakes to comply with South Africa\u2019s general privacy protection in terms of the Bill of Rights (Section 14) in connection with this Proposal and shall procure that its personnel shall observe the provisions of such Act (as applicable) or any amendments and re-enactments thereof and any regulations made pursuant thereto.\n8.2 The Receiving Party warrants that it and its Agents have the appropriate technical and organisational measures in place against unauthorised or unlawful processing of data relating to the Proposal and against accidental loss or destruction of, or damage to such data held or processed by them.\n9 GENERAL\n9.1 Neither party may assign the benefit of this Agreement or any interest hereunder except with the prior written consent of the other, save that Transnet may assign this Agreement at any time to any member of the Transnet Group.\n9.2 No failure or delay in exercising any right, power or privilege under this Agreement will operate as a waiver of it, nor will any single or partial exercise of it preclude any further exercise or the exercise of any right, power or privilege under this Agreement or otherwise.\n9.3 The provisions of this Agreement shall be severable in the event that any of its provisions are held by a court of competent jurisdiction or other applicable authority to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.\n9.4 This Agreement may only be modified by a written agreement duly signed by persons authorised on behalf of each party.\n9.5 Nothing in this Agreement shall constitute the creation of a partnership, joint venture or agency between the parties.\n9.6 This Agreement will be governed by and construed in accordance with South African law and the parties irrevocably submit to the exclusive jurisdiction of the South African courts.\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorised representatives.\nFor and on behalf of For and on behalf of\nTRANSNET LIMITED ____________________________________\nduly authorised thereto duly authorised thereto\nName: Name:\nPosition: Position:\nSignature: Signature:\nDate: Date:\nAS WITNESS: AS WITNESS:\nName: Name:\nSignature: Signature:\nDate: Date:\nAS WITNESS: AS WITNESS:\nName: Name:\nSignature: Signature:\nDate: Date:\n", "spans": [ [ 0, 24 ], [ 25, 52 ], [ 53, 69 ], [ 70, 104 ], [ 105, 144 ], [ 145, 148 ], [ 149, 190 ], [ 191, 211 ], [ 211, 233 ], [ 234, 276 ], [ 277, 312 ], [ 313, 346 ], [ 347, 379 ], [ 380, 395 ], [ 395, 404 ], [ 405, 422 ], [ 423, 567 ], [ 568, 707 ], [ 708, 843 ], [ 844, 984 ], [ 985, 1130 ], [ 1131, 1277 ], [ 1278, 1280 ], [ 1280, 1415 ], [ 1416, 1554 ], [ 1555, 1700 ], [ 1701, 1716 ], [ 1716, 1784 ], [ 1784, 1788 ], [ 1789, 1797 ], [ 1798, 1861 ], [ 1862, 1963 ], [ 1964, 1967 ], [ 1968, 2032 ], [ 2032, 2179 ], [ 2180, 2187 ], [ 2188, 2381 ], [ 2381, 2647 ], [ 2648, 2667 ], [ 2668, 2684 ], [ 2685, 2704 ], [ 2705, 2839 ], [ 2840, 3615 ], [ 3616, 3827 ], [ 3828, 4063 ], [ 4064, 4430 ], [ 4431, 4543 ], [ 4544, 4837 ], [ 4838, 4979 ], [ 4980, 5006 ], [ 5007, 5477 ], [ 5478, 5482 ], [ 5482, 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57, 59, 60 ] }, "nda-13": { "choice": "Entailment", "spans": [ 42, 45 ] }, "nda-5": { "choice": "Entailment", "spans": [ 41, 53, 54, 55 ] }, "nda-4": { "choice": "Entailment", "spans": [ 52 ] } } } ], "document_type": "search-pdf", "url": "http://www.transnet.co.za/BusinessWithUs/TenderDocuments/iCLM%20HQ%200849/Section%2013%20Non-Disclosure%20Agreement.pdf" }, { "id": 344, "file_name": "Sony%20Pictures%20Television%20NDA%20(Executed).pdf", "text": "CONFIDENTIAL\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis MUTUAL NON-DISCLOSURE AGREEMENT (this \"Agreement\") is entered into as of September 11, 2013 by and between Sony Pictures Television Inc., having a place of business at 10202 West Washington Boulevard, Culver City, California 90232 (\"Sony Pictures\"), and Tribune Company, having its principal place of business at 435 North Michigan Avenue, Chicago, Illinois 60611 (\"Company\").\nWHEREAS, Sony Pictures and Company wish to have discussions regarding potential business opportunities, including the possibility of Sony Pictures producing programming for Company affiliated stations and acquiring equity in Company (the \"Potential Transaction\"); and accordingly wish to disclose to and receive from each other, from time to time during the term of this Agreement, certain confidential and proprietary information regarding their respective businesses;\nNOW, THEREFORE, in consideration of such disclosures and the agreements and covenants herein contained, each of Sony Pictures and Company agrees as follows:\n1. Definition of Confidential Information. \u201cConfidential Information\u201d shall mean all information disclosed, directly or indirectly, through any means of communication or observation, by or on behalf of one party hereto (the \"Disclosing Party\") to the other party hereto (the \"Receiving Party\") on or after the date hereof, that relates to or is derived from the Disclosing Party\u2019s business, strategic, marketing, technological or creative affairs, or to any other matter that the Receiving Party is advised or has reason to know is the confidential or proprietary information of the Disclosing Party. Any material provided by either party to the other which is clearly designated \"Confidential\" (or other similar legend) will be presumed to be Confidential Information; the absence of any such legend, however, will not preclude the same from being deemed Confidential Information.\n2. Exceptions to Confidential Information. Notwithstanding any other provision of this Agreement, \"Confidential Information\" does not include information which:\n(a) is or becomes generally known or available to the public through no act or failure to act by the Receiving Party or its Representatives (as defined below) in breach of this Agreement;\n(b) is or becomes known to the Receiving Party from a third party who, to the knowledge of the Receiving Party after reasonable investigation, owes no legal or contractual obligation of confidentiality to the Disclosing Party; or\n(c) is or was developed independently by or for the Receiving Party, without use of or reference to any Confidential Information of the Disclosing Party and without violation of any obligation contained herein.\n3. Protection of Confidential Information. Each party, as a Receiving Party, agrees that it will:\n(a) not use, or authorize the use of, such Confidential Information for any purpose other than for the evaluation, negotiation and, if applicable, consummation of the Potential Transaction;\n(b) other than as permitted by Section 4 of this Agreement, hold such Confidential Information in strict confidence and protect such Confidential Information with the same degree of care (but in no event less than a reasonable degree of care) such party normally uses to protect its own information that is similar in type or nature to the Confidential Information;\n(c) not disclose such Confidential Information to any person other than to those of its and/or its affiliated companies\u2019 respective employees, stockholders, partners, members, directors, officers, advisors, agents, accountants, attorneys, representatives and/or consultants (collectively, \u201cRepresentatives\u201d), in each case, who (i) need to know such Confidential Information to facilitate the evaluation, negotiation and, if applicable, consummation of the Potential Transaction, and (ii) are advised of the confidential and proprietary nature of such Confidential Information and are bound by confidentiality obligations (which may be contained in such Representatives\u2019 engagement agreements) that limit the further use and disclosure of such Confidential Information;\n(d) not copy or reproduce all or any part of such Confidential Information in any medium, except as may be strictly necessary to facilitate the use of Confidential Information as permitted by this Agreement; and\n(e) not decompile, disassemble or reverse engineer all or any part of such Confidential Information.\nFor the avoidance of doubt, any use of the Disclosing Party\u2019s Confidential Information by any Representative of the Receiving Party must be in strict accordance with the terms of this Agreement. Without limiting any obligations of the Receiving Party under this Agreement, the Receiving Party shall be responsible for any breaches of this Agreement by its Representatives.\n4. Disclosure Compelled by Law or Judicial Proceeding. In the event that the Receiving Party is required to disclose any portion of any Confidential Information of the Disclosing Party (i) by operation of law or in connection with a judicial or governmental proceeding or arbitration (whether by oral questions, interrogatories, requests for information, subpoena, civil investigative demand or similar process), (ii) pursuant to the rules or regulations of the United States Securities and Exchange Commission (or any other applicable securities regulatory body) or (iii) pursuant to the rules or regulations of any securities exchange on which the Receiving Party\u2019s or its parent company\u2019s securities are listed or similar self-regulatory body, then such disclosure will be permissible only if and after the Receiving Party promptly notifies the Disclosing Party of such requirement (to the extent legally permitted) so that the Disclosing Party (at its sole cost and expense) may seek an appropriate protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In no event will the Receiving Party or any of its Representatives oppose any action by the Disclosing Party to obtain an appropriate protective order or assurance of confidential treatment to preserve the confidentiality of any such Confidential Information. If as a result of any such requirement the Receiving Party is required to disclose Confidential Information or the existence, content or status of negotiations relating to the specific transactions contemplated by the Potential Transaction, the Receiving Party may furnish, without liability hereunder, that portion (and only that portion) of the Confidential Information which it is required to disclose.\n5. Ownership of Confidential Information. All rights in, and title to, the Confidential Information supplied by a Disclosing Party remain in such Disclosing Party. Neither this Agreement nor the disclosure of any Confidential Information will be construed as granting to the Receiving Party (either expressly, by implication or estoppel, or otherwise) any license or immunity under any copyright, patent, trade secret, trademark, or other intellectual property right now or hereafter owned or controlled by the Disclosing Party, or any right to use, exploit or further develop the same, except solely to effectuate the evaluation of the Potential Transaction.\n6. No Further Obligations; No Violation; Export Controls. This Agreement is not intended and shall not be construed to create, any obligation to enter into any other agreement with respect to the Confidential Information or the Potential Transaction. Neither party shall be under any obligation hereunder to continue any discussions or negotiations regarding the Potential Transaction and either party may terminate such discussions or negotiations at any time without liability hereunder. Moreover, unless and until a definitive written agreement is entered into, neither party nor any of either party's Representatives shall be under any legal obligation of any kind whatsoever with respect to such a transaction except for the matters specifically set forth in this Agreement. Additionally, this Agreement does not constitute or create any obligation of either party to provide any Confidential Information or other information to the other party, rather it merely defines the duties and obligations of each party and its Representatives with respect to the Confidential Information to the extent Confidential Information may be disclosed or made available. Under no circumstances is either party obligated to disclose or make available any information to the other party, including any Confidential Information, which in its sole and absolute discretion it determines not to disclose. Each party acknowledges and understands that the other party does not need or desire to receive any Confidential Information that is government classified information, or is otherwise restricted information, the receipt, disclosure, use or retention of which is made a crime by any provision of applicable statute or the rules and regulations thereunder. The parties accordingly agree that such information will not be provided, either orally, in writing or otherwise. Neither party will transmit nor export, directly or indirectly, any technical data received from the other party, or any product utilizing any such data, in violation of applicable data export laws and regulations.\n7. Competitive Activities. Each party understands that either party may have, or in the future may enter into, relationships with third parties having pre-existing relationships with the other party. Provided that each party complies with its obligations contained herein, and except as otherwise expressly provided herein, this Agreement shall not in any way limit, restrict or preclude either party from pursuing any of its present or future business activities or interests or from entering into any agreement or transaction with any person, regardless of whether such business activities or interests are competitive with the business activities and interests of the other party and regardless of whether the subject matter of any such agreement or transaction is in any way similar to or different from the transactions considered and evaluated by the parties.\n8. Concurrent/Future Development. Each Disclosing Party understands and agrees that (x) the Receiving Party and its affiliates and their respective Representatives is currently or may become engaged in lines of business the same as or similar to those of the Disclosing Party and that, wholly independent of the information provided hereunder, the Receiving Party and its affiliates and their respective Representatives may currently or in the future be developing internally, or receiving from third parties, information that coincidentally may be similar to portions of the information provided hereunder and/or otherwise competitive with the Disclosing Party's actual or future projects or business, and (y) wholly independent development by the Receiving Party and its affiliates and their respective Representatives of media content, products, programs, services, goods, concepts, opportunities, documents or information that are coincidentally similar to (but not, in whole or part, based upon) any information provided hereunder will not be deemed to violate this Agreement. For the avoidance of doubt, nothing in this Section 8 is intended to relieve either party from any of its obligations of confidentiality contained in this Agreement.\n9. Material, Non-public Information. Each party is aware, and will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that the United States securities laws may prohibit any person who has received from an issuer any material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.\n10. No Warranties. EACH RECEIVING PARTY ACKNOWLEDGES AND AGREES THAT THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER RELATING TO THE CONFIDENTIAL INFORMATION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE CONFIDENTIAL INFORMATION IS PROVIDED \"AS IS\" AND THE DISCLOSING PARTY SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT.\n11. Term / Termination. This Agreement shall commence as of the date first written above and will continue in full force and effect for a period of two (2) years from the date hereof.\n12. Return/Destruction of Documents. In the event that negotiations between the parties are terminated for any reason, and/or upon the Disclosing Party\u2019s written request, each Receiving Party will forthwith either, at the Receiving Party\u2019s option, return to the Disclosing Party or destroy or erase all Confidential Information furnished by the Disclosing Party as well as all documents, memoranda, analyses, compilations, studies, notes and other writings whatsoever prepared by the Receiving Party or its Representatives based in whole or in part on the Disclosing Party\u2019s Confidential Information. Such return, erasure or destruction shall be certified in writing to the other party by an authorized officer. Notwithstanding the foregoing, (i) the parties and their Representatives may each retain Confidential Information to the extent required pursuant to legal or regulatory requirements (including internal compliance procedures instituted to satisfy regulatory obligations), and (ii) because electronic systems may retain information for archival purposes or pursuant to automated computer backup procedures, neither party nor its Representatives shall be required to erase electronically stored Confidential Information that has been saved to a back-up file in accordance with such party or its Representatives\u2019 ordinary electronic back-up practices; provided, that any such information so retained shall be held in compliance with the terms of this Agreement.\n13. Notices. Notices required to be given by one party to the other in connection with this Agreement will be given in writing and delivered via personal delivery, recognized air courier service (e.g., Federal Express, DHL) or by facsimile with a copy sent by first class, postage paid, return receipt mail to the other party\u2019s address set forth in the introductory paragraph of this Agreement (in the case of notices to Sony Pictures to the attention of: Corporate Legal Department (facsimile number: 310-244-2169), with a copy also to the attention of: Sony Pictures Entertainment Inc., 10202 West Washington Boulevard, Culver City, California 90232, Attention: General Counsel (fax number: 310-244-0510) and in the case of notices to the Company to the attention of: Eddie Lazarus, General Counsel (facsimile number: 312-222-4206), or such other address as a party may substitute by giving notice to the other in accordance with this Section.\n14. Communications. Except with the prior permission of the other party, all communications regarding the Potential Transaction and requests for information shall be directed to Eddie Lazarus, in the case of requests regarding the Company, and Chris Mansolillo, in the case of requests regarding Sony Pictures. Each party agrees not to contact any stockholder, director, officer, employee or agent of the other party, or any customer, supplier or other person having a business relationship with the other party, regarding the Potential Transaction, except with the prior permission of the other party.\n15. Assignment. This Agreement and all rights, duties and obligations hereunder are personal to the undersigned parties and may not be assigned, delegated or otherwise transferred by either party, or by operation of law, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any other attempt by either party to assign or transfer this Agreement or any right or obligation herein is void and without effect and will constitute a material breach of this Agreement. This Agreement and each and every provision hereof will be binding upon and will inure to the benefit of the parties and their permitted successors and assigns.\n16. Injunctive Relief. The parties acknowledge that the unauthorized use or disclosure of the Disclosing Party's Confidential Information could cause the Disclosing Party irreparable harm and that money damages may be inadequate to compensate the Disclosing Party for such harm. Accordingly, in addition to any other available remedies, the Disclosing Party will, subject to the provisions of Section 19, be entitled to seek equitable relief, including injunctive relief and/or specific performance.\n17. Publicity Restrictions. Without the other party\u2019s prior written approval, neither party will (a) make or provide any public or private statement or disclosure to any other person (other than its Representatives) concerning the existence of or any aspect of this Agreement, whether the parties have shared or made available any Confidential Information with each other, or the discussions between the parties, except to the extent such disclosure would be permitted pursuant to Section 4 of this Agreement; or (b) use the name, likeness or trademarks of the other party or its Representatives, employees or affiliates to express or imply any relationship or affiliation between the parties, or any endorsement of any product or service. For purposes hereof, the information specified in this Section 17 shall be deemed Confidential Information of each party hereunder.\n18. No Partnership. This Agreement is not intended and shall not be construed to create a joint venture, partnership, agency relationship or other business association between the parties.\n19. Applicable Law / Jurisdiction. This Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to the choice of law principles thereof. All actions or proceedings arising in connection with, touching upon or relating to this Agreement, the breach thereof and/or the scope of the provisions of this Section 19 other than actions or proceedings seeking equitable relief (a \u201cProceeding\u201d) shall be submitted to JAMS (\"JAMS\") for binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less (as applicable, the \u201cRules\u201d) to be held solely in Los Angeles County, California, U.S.A., in the English language in accordance with the provisions below.\n(a) Each arbitration shall be conducted by an arbitral tribunal (the \u201cArbitral Board\u201d) consisting of a single arbitrator who shall be mutually agreed upon by the parties. If the parties are unable to agree on an arbitrator, the arbitrator shall be appointed by JAMS. The arbitrator shall be a retired judge with at least ten (10) years experience in commercial matters. The parties shall be entitled to conduct discovery in accordance with Section 1283.05 of the California Code of Civil Procedure, provided that (a) the Arbitral Board must authorize all such discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the Arbitral Board finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought.\n(b) There shall be a record of the proceedings at the arbitration hearing and the Arbitral Board shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitral Board's decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the Arbitral Board's decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of Company, such other court having jurisdiction over Company, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitral Board shall be appealed to three (3) neutral arbitrators (the \"Appellate Arbitrators\"), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitral Board. The appealing party shall file its appellate brief within thirty (30) days after its written notice requesting the appeal and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitral Board applying the same standards of review and all of the same presumptions) as if the Appellate Arbitrators were a California Court of Appeal reviewing a judgment of the Los Angeles County Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not remand the matter to the Arbitral Board. The decision of the Appellate Arbitrators shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of Company, such other court having jurisdiction over Company, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitral Board shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys' fees of the opposing party, unless the decision of the Arbitral Board is reversed, in which event the costs, fees and expenses of the appeal shall be borne as determined by the Appellate Arbitrators.\n(c) Subject to a party's right to appeal pursuant to the above, neither party shall challenge or resist any enforcement action taken by the party in whose favor the Arbitral Board, or if appealed, the Appellate Arbitrators, decided. Each party acknowledges that it is giving up the right to a trial by jury or court. The Arbitral Board shall have the power to enter temporary restraining orders and preliminary and permanent injunctions. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the Arbitral Board\u2019s award; provided, however, that prior to the appointment of the Arbitral Board or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction, without thereby waiving its right to arbitration of the dispute or controversy under this Section. All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Notwithstanding anything to the contrary herein, in connection with any claim of breach hereunder, each party hereby irrevocably waives any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of any motion picture, television or other audio-visual production related to the other party, its parents, subsidiaries and affiliates, or the use, publication or dissemination of any advertising in connection with such production; provided, however, that the foregoing shall not prohibit a party from seeking or obtaining injunctive or other equitable relief or any order based on a claim that such production uses the other party\u2019s Confidential Information to infringe upon such party's intellectual property rights.\n20. Other NDAs. The parties and certain of their affiliates are or may become party to other confidentiality agreements from time to time in connection with matters unrelated to the Potential Transaction (\u201cOther Agreements\u201d). Notwithstanding any other provision hereof, including Section 21(c), the parties agree that this Agreement shall apply only with respect to the Potential Transaction, and Confidential Information received and discussions occurring in connection therewith, and shall not apply to any confidential information that may be exchanged or discussions occurring in connection with any Other Agreements.\n21. General Provisions.\n(a) The parties shall maintain reasonable security measures to safeguard each other\u2019s personally identifiable information from loss, misuse, unauthorized access, disclosure, alteration or destruction.\n(b) The parties shall supply personally identifiable information to each other only in accordance with, and to the extent permitted by, applicable laws relating to privacy and data protection in the applicable territories. Personally identifiable information supplied by Company to Sony Pictures will be retained and used in accordance with the Sony Pictures Safe Harbor Privacy Policy, located at http://www.sonypictures.com/corp/eu_safe_harbor.html.\n(c) This Agreement contains the full and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written, with respect to the subject matter hereof.\n(d) This Agreement may not be amended, waived or modified except by a single instrument in writing executed by duly authorized representatives of the parties.\n(e) This Agreement will be fairly interpreted and construed in accordance with its terms and without strict interpretation or construction in favor of or against either party.\n(f) For purposes of this Agreement, the term \u201cperson\u201d shall be broadly interpreted to include without limitation any corporation, company, group, partnership and natural person.\n(g) In the event that any provision of this Agreement is held by a court of competent jurisdiction or arbitrator to be void, voidable, unlawful or for any reason unenforceable, in whole or in part, such provision will be deemed and construed to extend only to the maximum permitted by law so as to effectuate the intent of the parties, and the remainder of this Agreement will continue in full force and effect and enforceable according to its terms.\n(h) To the extent that any Confidential Information may include materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party hereto understands and agrees that both parties hereto and their Representatives have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of both parties hereto that the sharing of such Confidential Information is not intended to, and shall not, waive or diminish in any way the confidentiality of such Confidential Information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information provided by either party hereto that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under those privileges, this Agreement, and under the joint defense doctrine.\n(i) This Agreement may be executed by manual or facsimile or other electronically transmitted signatures and in any number of counterparts, each of which will be deemed an original and all which together will constitute one and the same instrument.\n[SIGNATURE PAGE FOLLOWS]\n", "spans": [ [ 0, 12 ], [ 13, 44 ], [ 45, 426 ], [ 427, 896 ], [ 897, 1053 ], [ 1054, 1097 ], [ 1097, 1655 ], [ 1655, 1935 ], [ 1936, 1979 ], [ 1979, 2096 ], [ 2097, 2284 ], [ 2285, 2514 ], [ 2515, 2725 ], [ 2726, 2769 ], [ 2769, 2823 ], [ 2824, 3013 ], [ 3014, 3379 ], [ 3380, 3707 ], [ 3707, 3863 ], [ 3863, 4148 ], [ 4149, 4360 ], [ 4361, 4461 ], [ 4462, 4657 ], [ 4657, 4834 ], [ 4835, 4890 ], [ 4890, 5020 ], [ 5020, 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"nda-1": { "choice": "Contradiction", "spans": [ 5, 6, 7 ] }, "nda-19": { "choice": "Entailment", "spans": [ 62, 63, 64 ] }, "nda-12": { "choice": "Entailment", "spans": [ 9, 12, 47, 48, 49, 50, 51 ] }, "nda-20": { "choice": "Entailment", "spans": [ 62, 63, 64 ] }, "nda-3": { "choice": "Entailment", "spans": [ 6 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 14, 17, 18, 19 ] }, "nda-17": { "choice": "Entailment", "spans": [ 14, 20 ] }, "nda-8": { "choice": "Entailment", "spans": [ 25, 26, 27, 28 ] }, "nda-13": { "choice": "Entailment", "spans": [ 9, 11 ] }, "nda-5": { "choice": "Entailment", "spans": [ 14, 17, 18, 19 ] }, "nda-4": { "choice": "Entailment", "spans": [ 14, 15 ] } } } ], "document_type": "search-pdf", "url": "https://wikileaks.org/sony/docs/03_03/Legal_Dept/Corporate%20Legal/Scott%20Shane/Tribune/Sony%20Pictures%20Television%20NDA%20(Executed).pdf" }, { "id": 345, "file_name": "Standard%20NDA%20by%20Axial.pdf", "text": "Standard NDA for Proposed M&A Transactions\nSee the following URLs in the order below for the source and background of the proposed NDA (which is not legal advice):\nhttp://www.axial.net/forum/standard-nda/?utm_campaign=DP.Blog.2015-02-19.StandardNDA&utm_medium=email&utm_source=Eloqua&elq=93614446a29f4236afc ffea78ea229b6&elqCampaignId=1407\nhttp://academy.axial.net/companies/using-the-axial-standard-nda/\nAxial Standard Non-Disclosure Agreement\nThis Non-Disclosure Agreement (the \"Agreement\"), effective as of the date last entered below (the \"Effective Date\"), is entered into by and between ______________________________ (the \"Disclosing Party\") and the Recipient named below (the \"Recipient\", and together with the Disclosing Party, the \"Parties\", and each, a \"Party\").\nIn connection with the consideration of a possible investment or financing transaction (the \"Purpose\"), the Recipient desires to receive certain information from the Disclosing Party that is non-public, confidential, or proprietary in nature; and\nIn consideration of the mutual covenants, terms and conditions set forth herein, the Parties agree as follows:\n1. Confidential Information. Except as set forth in Section 2 below, \"Confidential Information\" means all non-public, confidential or proprietary information disclosed on or after the Effective Date, by the Disclosing Party to the Recipient or its affiliates, or to any of such Recipient's or its affiliates' employees, officers, directors, partners, shareholders, agents, attorneys, accountants, financing sources or advisors (collectively, \"Representatives\"), however disclosed, including, without limitation:\n(a) all information concerning the Disclosing Party's and its affiliates', and their customers' and suppliers', past, present and future finances, customer information, supplier information, products, services, know-how, forecasts, business, marketing, development, sales and other commercial strategies;\n(b) source and object code, programs, drawings, the Disclosing Party's unpatented inventions, ideas, methods and discoveries, trade secrets, unpublished patent applications and other confidential intellectual property; and\n(c) all notes, analyses, compilations, reports, studies, samples, data, statistics, summaries, interpretations and other materials prepared by or for the Recipient or its Representatives that contain or derive from the foregoing, and any other information that would reasonably be considered non-public, confidential or proprietary given the nature of the information and the Parties' businesses.\n2. Exclusions from Confidential Information. Except as required by applicable federal, state or local law or regulation, the term \"Confidential Information\" as used in this Agreement shall not include information that:\n(a) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any act or omission by the Recipient or any of its Representatives;\n(b) at the time of disclosure is, or thereafter becomes, available to the Recipient on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information to the Recipient by any contractual obligation;\n(c) was known by or in the possession of the Recipient, as established by documentary evidence, prior to being disclosed by or on behalf of the Disclosing Party pursuant to this Agreement;\n(d) was or is independently developed by the Recipient, as established by documentary evidence, without reference to Confidential Information; or\n(e) is Residual Information. \u201cResidual Information\u201d means the ideas, know-how and techniques that would be retained in the unaided memory of an ordinary person skilled in the art, not intent on appropriating the proprietary information of the Disclosing Party, as a result of such person\u2019s access to, use, review, evaluation, or testing of the Confidential Information of the Disclosing Party for the purposes described herein. A person\u2019s memory is unaided if the person has not intentionally memorized the Confidential Information for the purpose of retaining and subsequently using or disclosing it. Nothing herein shall be deemed to grant to the Recipient a license under the Disclosing Party\u2019s intellectual property rights.\n3. Recipient Obligations. The Recipient shall protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as the Recipient would protect its own confidential information, but in no event with less than a commercially reasonable degree of care; not use the Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose, including without limitation, to reverse engineer, disassemble, decompile or design around confidential intellectual property; not disclose any such Confidential Information to any person or entity, except to the Recipient's Representatives who need to know the Confidential Information in relation to the Purpose and are informed of the obligations hereunder and agree to abide by the same. Recipient will promptly notify the Disclosing Party of any unauthorized disclosure of Confidential Information or other breaches of this Agreement.\n4. Required Disclosure. Any Disclosure by the Recipient or its Representatives of any of the Disclosing Party's Confidential Information pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction (a \"Legal Order\") shall be subject to the terms of this Section. Prior to making any such disclosure, the Recipient shall make commercially reasonable efforts to provide the Disclosing Party with:\n(a) prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other remedy; and\n(b) reasonable assistance in opposing such disclosure or seeking a protective order or other limitations on disclosure.\nIf, after providing such notice and assistance as required herein, the Recipient remains subject to a Legal Order to disclose any Confidential Information, the Recipient (or its Representatives or other persons to whom such Legal Order is directed) shall disclose only that portion of the Confidential Information which, on the advice of the Recipient's legal counsel, such Legal Order specifically requires.\n5. Return or Destruction of Confidential Information. Upon the expiration or termination of this Agreement, or at the Disclosing Party's request at any time during the term of this Agreement, the Recipient and its Representatives shall promptly return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and confirm the same in writing to the Disclosing Party; provided, that the Recipient and its Representatives may retain such Confidential Information as is necessary to enable it to comply with its reasonable document retention policies.\n6. Term and Termination. The term of this Agreement shall commence on the Effective Date and shall expire 18 months from the Effective Date, provided that either Party may terminate this Agreement at any time by providing written notice to the other Party. Notwithstanding anything to the contrary herein, each Party's rights and obligations under this Agreement, irrespective of termination of this Agreement, shall survive until the 18 month anniversary of this Agreement, even after the return or destruction of Confidential Information by the Recipient (the \"Confidential Period\"), provided that for any and all trade secrets of the Disclosing Party, the Confidential Period shall last for as long as such Confidential Information qualifies as a trade secret under applicable federal, state and/or local law.\n7. No Transfer of Rights, Title or Interest. The Disclosing Party hereby retains its entire right, title and interest, including all intellectual property rights, in and to all Confidential Information.\n8. No Other Obligation. The Parties agree that this Agreement does not require or compel the Disclosing Party to disclose any Confidential Information to the Recipient, or obligate any party to enter into a business or contractual relationship. Either party may terminate discussions at any time.\n9. Remedies. The Recipient acknowledges and agrees that money damages might not be a sufficient remedy for any breach or threatened breach of this Agreement by the Recipient or its Representatives. Therefore, in addition to all other remedies available at law, the Disclosing Party shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and the Recipient hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim.\n10. Non-Solicitation and Non-Circumvention. During the term of this Agreement and for a period of twelve (12) months after the expiration or termination of this Agreement, without the Disclosing Party\u2019s prior written consent, the Recipient and its Representatives shall not contact or solicit an employee of the Disclosing Party for the purpose of hiring them, solicit the business of any client, customer or licensee of the Disclosing Party or outside of the ordinary course of business, directly or indirectly contact or participate in communications with any disclosed companies, entities or persons (including each of their affiliates, parents or subsidiaries). Notwithstanding anything to the contrary herein, the Recipient and its Representatives shall not be restricted from hiring any employee of Disclosing Party who responds to a general solicitation for employment not directed towards the Disclosing Party\u2019s employees.\n11. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of Laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware.\n12. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing by email and shall be deemed to have been given on the date sent by e-mail if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient to the email address provided by the parties at the time hereof.\n13. Miscellaneous. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter hereof, and supersedes all other understandings and agreements with respect to such subject matter. If any term hereof is invalid or unenforceable, it shall not affect any other term or provision of this Agreement. Neither party may assign this Agreement without written consent of the other party. No waiver shall be deemed or implied hereunder.\n", "spans": [ [ 0, 42 ], [ 43, 163 ], [ 164, 308 ], [ 308, 340 ], [ 341, 405 ], [ 406, 436 ], [ 436, 445 ], [ 446, 466 ], [ 466, 594 ], [ 594, 625 ], [ 625, 774 ], [ 775, 1021 ], [ 1022, 1132 ], [ 1133, 1162 ], [ 1162, 1644 ], [ 1645, 1949 ], [ 1950, 2172 ], [ 2173, 2569 ], [ 2570, 2615 ], [ 2615, 2788 ], [ 2789, 3011 ], [ 3012, 3305 ], [ 3306, 3494 ], [ 3495, 3640 ], [ 3641, 3670 ], [ 3670, 4069 ], [ 4069, 4243 ], [ 4243, 4368 ], [ 4369, 4395 ], [ 4395, 5172 ], [ 5172, 5319 ], [ 5320, 5344 ], [ 5344, 5669 ], [ 5669, 5800 ], [ 5801, 5924 ], [ 5925, 6044 ], [ 6045, 6453 ], [ 6454, 6508 ], [ 6508, 7114 ], [ 7115, 7140 ], [ 7140, 7372 ], [ 7372, 7927 ], [ 7928, 7973 ], [ 7973, 8130 ], [ 8131, 8155 ], [ 8155, 8376 ], [ 8376, 8427 ], [ 8428, 8441 ], [ 8441, 8626 ], [ 8626, 9013 ], [ 9014, 9058 ], [ 9058, 9680 ], [ 9680, 9944 ], [ 9945, 9988 ], [ 9988, 10277 ], [ 10277, 10510 ], [ 10511, 10524 ], [ 10524, 10913 ], [ 10914, 10933 ], [ 10933, 11140 ], [ 11140, 11255 ], [ 11255, 11339 ], [ 11339, 11386 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 29 ] }, "nda-16": { "choice": "Entailment", "spans": [ 38 ] }, "nda-15": { "choice": "Entailment", "spans": [ 27, 43 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 14, 15, 16 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 41 ] }, "nda-12": { "choice": "Entailment", "spans": [ 19, 23 ] }, "nda-20": { "choice": "Entailment", "spans": [ 38 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 51 ] }, "nda-7": { "choice": "Entailment", "spans": [ 14, 29 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 32, 33, 34 ] }, "nda-13": { "choice": "Entailment", "spans": [ 19, 21 ] }, "nda-5": { "choice": "Entailment", "spans": [ 14, 29 ] }, "nda-4": { "choice": "Entailment", "spans": [ 29 ] } } } ], "document_type": "search-pdf", "url": "https://blawfirm.com/global_pictures/Standard%20NDA%20by%20Axial.pdf" }, { "id": 346, "file_name": "Startup_Pack_nondisclosure_agreement.pdf", "text": "NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made on [Insert the date you all sign the agreement].\nBETWEEN:\n(1) [Insert your company name] incorporated under the laws of Belgium with company number [Insert registered company number] whose registered office is at [Insert address]; and\n(2) [Insert the company name of the other company] incorporated under the law of [Belgium OR insert relevant jurisdiction] with company number [Insert registered company number] whose registered office is at [Insert address].\nBACKGROUND:\nThe parties wish to exchange confidential information for the purpose of considering a potential collaboration between their respective businesses.\nIT IS AGREED:\n1. DEFINITIONS AND INTERPRETATION\n1.1 The words defined below shall have the following meaning:\n\"Confidential Information\" means all confidential information (however recorded, preserved or disclosed) disclosed or made available by the Discloser or any of its Representatives to the Recipient or any of its Representatives including but not limited to:\n(a) any information that is marked, or at the time of disclosure is otherwise designated, as being confidential;\n(b) any information that would be regarded as confidential by a reasonable business person on or relating to:\n(i) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Discloser; or\n(ii) the operations, processes, products, techniques and specifications, test procedures and results, inventions, know-how, trade secrets, designs or software of the Discloser;\n(c) the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations;\n(d) the existence and terms of this agreement; and\n(e) any information or analysis derived from any of the Confidential Information.\n\"Discloser\" means a party to this agreement which discloses or makes available directly or indirectly Confidential Information.\n\"Purpose\" means considering whether or not to enter into a business collaboration between the parties and putting into place the arrangements for that collaboration.\n\"Recipient\" means a party to this agreement that receives or obtains directly or indirectly Confidential Information.\n\"Representative\" means, in relation to a party, that party's employees, agents, accountants and lawyers.\n1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns.\n1.3 Any schedule(s) form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the schedule(s). Any obligation in this agreement on a person not to do something includes an obligation not to allow that thing to be done.\n2. COMPLIANCE WITH THIS AGREEMENT\nIn consideration of the Discloser or any of its Representatives disclosing or making available Confidential Information to the Recipient or any of its Representatives, the Recipient, on behalf of itself and its Representatives, undertakes to comply with the terms of this agreement. The Recipient shall, at all times, be liable for the failure of any of its Representatives to comply with the terms of this agreement.\n3. OBLIGATIONS OF CONFIDENTIALITY\n3.1 The Recipient shall keep the Discloser's Confidential Information confidential and, except with the prior written consent of the Discloser or as expressly permitted by this agreement, shall:\n3.1.1 not use the Confidential Information except for the Purpose;\n3.1.2 not disclose or make available the Confidential Information in whole or in part to any third party;\n3.1.3 not make any copies, reduce to writing or otherwise record the Confidential Information in whole or in part except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Discloser);\n3.1.4 keep the Confidential Information in a safe and secure place and establish and maintain adequate security measures to safeguard the Confidential Information from unauthorised access or use, including but not limited to implementing any reasonable security measures proposed by the Discloser from time to time; and\n3.1.5 at the written request of the Discloser, or in any event on termination of this agreement, return or destroy all documents or other records containing Confidential Information to the Discloser and confirm to the Discloser that it has done so in writing.\n3.2 The obligations in clause 3.1 shall not apply any information that:\n3.2.1 is or becomes available to the Recipient or the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this agreement or any other obligation of confidence owed by the Recipient or its Representatives to the Discloser;\n3.2.2 the Recipient can establish was lawfully in the possession of or available on a non-confidential basis to the Recipient before the information was disclosed to it by the Discloser; or\n3.2.3 the parties agree in writing may be disclosed.\n4. PERMITTED DISCLOSURES\n4.1 The Recipient may disclose all or part of the Discloser's Confidential Information to a Representative who needs to know that particular Confidential Information for the Purpose provided that, in relation to each Representative to whom the Discloser's Confidential Information is to be disclosed, the Recipient prior to disclosure:\n4.1.1 informs the Representative of the confidential nature of the Confidential Information;\n4.1.2 informs the Discloser of the identity of the Representative to whom it intends to disclose Confidential Information;\n4.1.3 procures that the Representative shall, in relation to any Confidential Information disclosed, comply with this agreement as if it were the Recipient; and\n4.1.4 if the Discloser so requests, in relation to a Representative other than an employee of the Recipient, procures that such Representative enters into a confidentiality agreement with the Discloser on terms equivalent to those contained in this agreement.\n4.2 The Recipient or its Representatives may disclose the Discloser's Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, the Recipient or its Representatives give the Discloser as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 4.2, it takes into account the reasonable requests of the Discloser in relation to the content of this disclosure.\n5. OTHER MATTERS\n5.1 All Confidential Information shall remain the property of the party disclosing it, which reserves all rights in its Confidential Information. No rights, including, but not limited to, any and all intellectual property rights, in respect of a party's Confidential Information are granted to the other party.\n5.2 Neither party makes any express or implied warranty or representation concerning its Confidential Information, including without limitation the accuracy or completeness of its Confidential Information.\n5.3 The disclosure of Confidential Information by a party shall not form any offer by, or representation or warranty on the part of, that party to enter into any further agreement in relation to the Purpose.\n5.4 The parties each acknowledge that damages alone would not be an adequate remedy for the breach of any of the provisions of this agreement. Accordingly, without prejudice to any other rights and remedies it may have, each party shall be entitled to seek the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this agreement.\n6. SUCCESSORS AND ASSIGNMENT\nThis agreement shall be binding on and endure for the benefit of each party's successors and personal representatives but shall not be assignable at law or otherwise without the prior written consent of the parties.\n7. TERM AND TERMINATION\nIf either party decides not to continue to be involved in the Purpose with the other party it shall notify the other party in writing and this agreement will terminate with immediate effect. The obligations of each party shall continue for a period of [Insert number of years - this should be a realistic estimate of how long it is likely that the information that is to be disclosed will remain important to protect, e.g. 5] years from the termination of this agreement. Termination of this agreement shall not affect any accrued rights or remedies to which either party is entitled.\n8. DEEMED DELIVERY\n8.1 Any notice to be given in connection with this agreement shall be in writing in English and shall either be delivered by hand or sent by first class post or fax, email or other electronic form:\n8.1.1 to any company which is a party at its registered office (or such other address as it may notify to the other parties to this agreement for such purpose); or\n8.1.2 to any individual who is a party at the address of that individual shown on page 1 of this agreement;\n(or in each such case such other address as the recipient may notify to the other parties for such purpose).\n8.2 A communication sent according clause 8.1 shall be deemed to have been received:\n8.1.1 if delivered by hand, at the time of delivery;\n8.1.2 if sent by pre-paid first class post, on the second day after posting; or\n8.1.3 if sent by fax, email or other electronic form, at the time of completion of transmission by the sender.\n9. ENTIRE AGREEMENT AND VARIATION\n9.1 This agreement and the documents referred to or incorporated in it constitute the entire agreement between the parties relating to the subject matter of this agreement and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, between the parties in relation to the subject matter of this agreement.\n9.2 Each of the parties acknowledges and agrees that it has not entered into this agreement in reliance on any statement or representation of any person (whether a party to this agreement or not) other than as expressly incorporated in this agreement.\n9.3 Without limiting the generality of the foregoing, each of the parties irrevocably and unconditionally waives any right or remedy it may have to claim damages and/or to rescind this agreement by reason of any misrepresentation (other than a fraudulent misrepresentation) having been made to it by any person (whether party to this agreement or not) and upon which it has relied in entering into this agreement.\n9.4 Without prejudice to clause 5.4, each of the parties acknowledges and agrees that the only cause of action available to it under the terms of this agreement and the documents referred to or incorporated in this agreement shall be for breach of contract.\n9.5 Nothing contained in this agreement or in any other document referred to or incorporated in it shall be read or construed as excluding any liability or remedy as a result of fraud.\n9.6 No variation of this agreement or any of the documents in the agreed form shall be valid unless it is in writing and signed by or on behalf of each of the parties to this agreement.\n10. NO WAIVER\nFailure to exercise, or any delay in exercising, any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy.\n11. PARTNERSHIP\nNothing in this agreement is intended or shall be construed as establishing or implying any partnership of any kind between the parties.\n12. GOVERNING LAW AND JURISDICTION\n12.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation including non-contractual disputes or claims shall be governed by and construed in accordance with the laws of Belgium.\n12.2 Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of Belgium over any claim or matter arising under or in connection with this agreement.\n13. COUNTERPARTS\nThis agreement may be executed in any number of counterparts each of which when executed by one or more of the parties hereto shall constitute an original but all of which shall constitute one and the same instrument.\nAgreed on by the below-mentioned parties and drawn up in as many originals as there are parties. Each party declares that it has received one original.\nSigned for and on behalf of [INSERT NAME )\nOF COMPANY ONE] by: ) Signature\n Name (block capitals)\nDirector/authorised\nsignatory\nSigned for and on behalf of [INSERT NAME )\nOF COMPANY TWO] by: ) Signature\n Name (block capitals)\nDirector/authorised\nsignatory\n", "spans": [ [ 0, 24 ], [ 25, 96 ], [ 97, 105 ], [ 106, 282 ], [ 283, 508 ], [ 509, 520 ], [ 521, 668 ], [ 669, 682 ], [ 683, 716 ], [ 717, 721 ], [ 721, 778 ], [ 779, 1035 ], [ 1036, 1148 ], [ 1149, 1258 ], [ 1259, 1380 ], [ 1381, 1557 ], [ 1558, 1698 ], [ 1699, 1749 ], [ 1750, 1831 ], [ 1832, 1959 ], [ 1960, 2125 ], [ 2126, 2243 ], [ 2244, 2348 ], [ 2349, 2353 ], [ 2353, 2560 ], [ 2561, 2565 ], [ 2565, 2684 ], [ 2684, 2742 ], [ 2742, 2865 ], [ 2866, 2899 ], [ 2900, 3183 ], [ 3183, 3317 ], [ 3318, 3351 ], [ 3352, 3356 ], [ 3356, 3546 ], [ 3547, 3613 ], [ 3614, 3719 ], [ 3720, 3975 ], [ 3976, 4295 ], [ 4296, 4555 ], [ 4556, 4560 ], [ 4560, 4627 ], [ 4628, 4898 ], [ 4899, 5088 ], [ 5089, 5141 ], [ 5142, 5166 ], [ 5167, 5171 ], [ 5171, 5502 ], [ 5503, 5595 ], [ 5596, 5718 ], [ 5719, 5879 ], [ 5880, 6139 ], [ 6140, 6144 ], [ 6144, 6798 ], [ 6799, 6815 ], [ 6816, 6962 ], [ 6962, 7126 ], [ 7127, 7332 ], [ 7333, 7337 ], [ 7337, 7540 ], [ 7541, 7545 ], [ 7545, 7684 ], [ 7684, 7966 ], [ 7967, 7995 ], [ 7996, 8211 ], [ 8212, 8235 ], [ 8236, 8427 ], [ 8427, 8659 ], [ 8659, 8708 ], [ 8708, 8820 ], [ 8821, 8839 ], [ 8840, 8844 ], [ 8844, 9037 ], [ 9038, 9201 ], [ 9202, 9309 ], [ 9310, 9418 ], [ 9419, 9423 ], [ 9423, 9503 ], [ 9504, 9556 ], [ 9557, 9636 ], [ 9637, 9747 ], [ 9748, 9781 ], [ 9782, 9786 ], [ 9786, 10200 ], [ 10201, 10205 ], [ 10205, 10452 ], [ 10453, 10457 ], [ 10457, 10866 ], [ 10867, 10871 ], [ 10871, 11124 ], [ 11125, 11129 ], [ 11129, 11309 ], [ 11310, 11314 ], [ 11314, 11495 ], [ 11496, 11509 ], [ 11510, 11780 ], [ 11780, 11958 ], [ 11959, 11974 ], [ 11975, 12111 ], [ 12112, 12146 ], [ 12147, 12152 ], [ 12152, 12386 ], [ 12387, 12563 ], [ 12564, 12580 ], [ 12581, 12798 ], [ 12799, 12896 ], [ 12896, 12950 ], [ 12951, 12992 ], [ 12992, 12993 ], [ 12994, 13014 ], [ 13014, 13025 ], [ 13026, 13027 ], [ 13027, 13048 ], [ 13049, 13068 ], [ 13069, 13078 ], [ 13079, 13120 ], [ 13120, 13121 ], [ 13122, 13142 ], [ 13142, 13153 ], [ 13154, 13155 ], [ 13155, 13176 ], [ 13177, 13196 ], [ 13197, 13206 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 34, 39 ] }, "nda-15": { "choice": "Entailment", "spans": [ 55, 56 ] }, "nda-10": { "choice": "Entailment", "spans": [ 11, 16, 17 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 11, 14, 15 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 11, 12, 13, 14 ] }, "nda-19": { "choice": "Entailment", "spans": [ 66, 67, 68, 69 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 11 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 22, 47 ] }, "nda-17": { "choice": "Entailment", "spans": [ 34, 37 ] }, "nda-8": { "choice": "Entailment", "spans": [ 53 ] }, "nda-13": { "choice": "Entailment", "spans": [ 41, 42 ] }, "nda-5": { "choice": "Entailment", "spans": [ 22, 47 ] }, "nda-4": { "choice": "Entailment", "spans": [ 34, 35 ] } } } ], "document_type": "search-pdf", "url": "https://www.dlapiper.com/~/media/Files/Insights/Publications/2015/03/startup_pack_nondisclosure_agreement.pdf" }, { "id": 347, "file_name": "SupplementOne-NDA.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (\u201cAgreement\u201d), effective _____ (\u201cEffective Date\u201d), is entered into by and between __________ (\u201cRecipient\u201d), doing business at the following address: ____________________________________________________________________________, and the State of Ohio, Bureau of Workers' Compensation (\"Discloser\"), having offices at 30 W. Spring Street, Columbus, Ohio 43215-2256, entered into the day, month and year set out below, (each herein referred to individually as a \u201cParty,\u201d or collectively as the \u201cParties\u201d).\nWhereas, The State of Ohio, Department of Administrative Services (DAS) on behalf of Discloser has issued a Request for Competitive Sealed Proposals (RFP) CSP903918 for a Pharmacy Benefits Manager (PBM) for the Bureau of Workers\u2019 Compensation Pharmacy Program;\nWhereas, in order for Recipient to evaluate and provide a response to the RFP, the Recipient will need access to confidential State information pertinent to providing a response to the RFP; and\nWhereas, the parties recognize that this analysis requires Recipient's review of Discloser's confidential information and that this data requires the highest degree of protection;\nNow, therefore, the parties agree to the following terms and conditions for such disclosure:\n1) In consideration of the covenants and conditions contained herein, the Parties hereby agree to the following: Non-Disclosure/Confidentiality.\na) Definition\ni) \u201cConfidential Information\u201d refers to the following items Discloser discloses to the Recipient:\n(1) Any information that is in written, graphic, machine readable, or other tangible form, and that Discloser designates as \u201cConfidential, \u201cspecifically including, but not limited to, the BWC Information Systems Documentation containing file specifications and data definitions for files and reports which will be utilized under the contract to be awarded under RFP CSP903918;\n(2) Any oral or visual information Discloser designates as \u201cConfidential\u201d at the time of disclosure;\n(3) Any source code and any names of actual or potential Disclosers, whether or not marked as confidential; and\n(4) Any other nonpublic, sensitive or third party information that is possession of Discloser and is disclosed to Recipient under this Agreement.\n(5) Notwithstanding the foregoing, Confidential Information does not include information that:\n(a) Was already in the Recipient\u2019s possession before disclosure by the Discloser, and the information was received by the Recipient without the obligation of confidence;\n(b) Is independently developed by Recipient without use of, or reference to, Confidential Information;\n(c) Is or becomes publicly available without breach of this Agreement except as provided in 2)a)i)(6);\n(d) Is rightfully received by the Recipient from a third party without an obligation of confidence; or (e) Is disclosed by the Recipient with the written consent of the Discloser.\n(6) Although some sensitive personal information, such as medical records, addresses, telephone numbers, and social security numbers may be publicly available through other sources, the Recipient shall not disclose or use such information in any manner except as expressly authorized in this Agreement. Therefore, notwithstanding (5)(c) above, the Recipient does have an obligation to maintain the confidentiality of such sensitive personal information, whether or not marked as confidential.\nb) Restrictions on Use.\ni) Recipient shall not use the Confidential Information for any purpose except to evaluate and prepare a response to RFP CSP903918 for a Pharmacy Benefits Manager (PBM) for the Bureau of Workers\u2019 Compensation Pharmacy Program, issued by DAS on behalf of Discloser, as contemplated by this Agreement.\nii) Recipient:\n(1) Shall not disclose Confidential Information to any employee or subcontractor of Recipient unless such person needs access in order to facilitate the evaluation and preparation of a response to RFP CSP903918 and executes a nondisclosure agreement with the Recipient with terms no less restrictive than those of this Section 2)b);\n(2) Shall not disclose Confidential Information to any other third party without Discloser\u2019s prior written consent; and\n(3) Shall not reproduce Confidential Information in any form except as required to facilitate the evaluation and preparation of a response to RFP CSP903918.\niii) Without limiting the foregoing, Recipient shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care.\niv) Recipient shall promptly notify Discloser of any loss, release, misuse or misappropriation of Confidential Information.\nv) Notwithstanding the foregoing, Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Recipient shall give Discloser prompt notice of any such legal or governmental demand and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure, at Discloser\u2019s expense.\nvi) The provisions of this Section 1)b) shall survive the termination of this Agreement.\nc) Injunction. The Recipient will be liable for disclosure of any Confidential Information. The Parties agree that the disclosure of Confidential Information of the Discloser may cause the Discloser irreparable damage for which remedies other than injunctive relief may be inadequate, and the Recipient agrees that in the event of a breach of the obligations hereunder, the Discloser shall be entitled to temporary and permanent injunctive relief to enforce this provision without the necessity of proving actual damages. This provision shall not, however, diminish or alter any right to claim and recover damages.\nd) Return of Confidential Information. Upon request of Discloser or termination of this Agreement, Recipient shall return all Confidential Information, copies, extracts, or notes derived from Confidential Information to Discloser or certify, in writing, the destruction thereof. The provisions of this Section 1)d) shall survive the termination of this Agreement.\ne) Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Discloser retains all right, title and interest in and to all Confidential Information and its reproductions.\n2) No Obligation. Nothing in this Agreement shall obligate the Discloser to proceed with any other transaction between the Discloser and the Recipient. The exchange of information does not imply imminent purchase, nor should it in any way be construed as a commitment to purchase by the State.\n3) Disputes. This Agreement will be governed by the laws of Ohio, and venue for any disputes will lie exclusively with the appropriate court in Franklin County, Ohio.\n4) Severability. If any provision of this Agreement or the application of any provision is held by a court to be contrary to law, the remaining provisions of the Agreement will remain in full force and effect.\n5) Amendments - Waiver. No change to any provision of this Agreement will be effective unless it is in writing and signed by both Parties. The failure of either Party at any time to demand strict performance by the other party of any of the terms of this Agreement will not be a waiver of those terms. Waivers must be in writing to be effective, and either Party may at any later time demand strict performance.\n6) Termination. Either party may terminate this Agreement upon provision to the other party one (1) day written notice of election to so terminate, subject to the provisions of section 1)d) of this Agreement, provided that such unilateral termination by Recipient is without prejudice to the State of Ohio.\n7) Location of Data. Recipient affirms that it shall not and shall not allow others to take the Discloser\u2019s Confidential Information outside the United States without express written authorization from the Discloser.\n8) Authority to Sign. The person whose signature appears below on behalf of the Recipient represents and warrants that he/she has authority to bind the Recipient and all employees and agents of the Recipient to the terms of this contract and has specific authority to sign this Agreement.\n9) Execution in Counterparts. This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument.\n10) Entire Agreement. This Agreement is the entire agreement between the Parties with respect to its subject matter and supersedes any previous agreements, whether oral or written.\n11) Effective Date. This Agreement is made effective as of the date of the last signature of the authorized representatives below.\nSTATE OF OHIO, BUREAU OF\nRECIPIENT (Company) WORKERS\u2019 COMPENSATION\nSignature Signature\nName Name\nTitle Title\nDate Date\nEmail\n", "spans": [ [ 0, 24 ], [ 25, 204 ], [ 204, 556 ], [ 557, 817 ], [ 818, 1011 ], [ 1012, 1191 ], [ 1192, 1284 ], [ 1285, 1429 ], [ 1430, 1443 ], [ 1444, 1541 ], [ 1542, 1918 ], [ 1919, 2019 ], [ 2020, 2131 ], [ 2132, 2277 ], [ 2278, 2372 ], [ 2373, 2542 ], [ 2543, 2645 ], [ 2646, 2738 ], [ 2738, 2748 ], [ 2749, 2852 ], [ 2852, 2928 ], [ 2929, 3232 ], [ 3232, 3259 ], [ 3259, 3421 ], [ 3422, 3445 ], [ 3446, 3745 ], [ 3746, 3760 ], [ 3761, 4088 ], [ 4088, 4093 ], [ 4094, 4213 ], [ 4214, 4370 ], [ 4371, 4610 ], [ 4611, 4647 ], [ 4647, 4734 ], [ 4735, 4893 ], [ 4893, 5133 ], [ 5134, 5169 ], [ 5169, 5222 ], [ 5223, 5238 ], [ 5238, 5315 ], [ 5315, 5745 ], [ 5745, 5837 ], [ 5838, 5877 ], [ 5877, 6117 ], [ 6117, 6148 ], [ 6148, 6201 ], [ 6202, 6226 ], [ 6226, 6325 ], [ 6325, 6434 ], [ 6435, 6453 ], [ 6453, 6587 ], [ 6587, 6728 ], [ 6729, 6742 ], [ 6742, 6895 ], [ 6896, 6913 ], [ 6913, 7105 ], [ 7106, 7130 ], [ 7130, 7245 ], [ 7245, 7408 ], [ 7408, 7517 ], [ 7518, 7534 ], [ 7534, 7703 ], [ 7703, 7824 ], [ 7825, 7846 ], [ 7846, 8041 ], [ 8042, 8064 ], [ 8064, 8330 ], [ 8331, 8361 ], [ 8361, 8421 ], [ 8421, 8521 ], [ 8522, 8544 ], [ 8544, 8702 ], [ 8703, 8723 ], [ 8723, 8833 ], [ 8834, 8858 ], [ 8859, 8900 ], [ 8901, 8920 ], [ 8921, 8930 ], [ 8931, 8942 ], [ 8943, 8952 ], [ 8953, 8958 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 43 ] }, "nda-15": { "choice": "Entailment", "spans": [ 47, 48 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Contradiction", "spans": [ 9, 12, 22, 23 ] }, "nda-19": { "choice": "Entailment", "spans": [ 36, 37, 43, 44, 45 ] }, "nda-12": { "choice": "Entailment", "spans": [ 14, 16 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 43 ] }, "nda-3": { "choice": "Entailment", "spans": [ 9, 11 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 26, 27, 28 ] }, "nda-17": { "choice": "Entailment", "spans": [ 26, 30 ] }, "nda-8": { "choice": "Entailment", "spans": [ 35 ] }, "nda-13": { "choice": "Entailment", "spans": [ 14, 19 ] }, "nda-5": { "choice": "Entailment", "spans": [ 26, 27, 28 ] }, "nda-4": { "choice": "Entailment", "spans": [ 21, 25 ] } } } ], "document_type": "search-pdf", "url": "https://procure.ohio.gov/RFP/SupplementOne-NDA.pdf" }, { "id": 348, "file_name": "Supplier_Non-Disclosure_Agreement.pdf", "text": "SUPPLIER NON-DISCLOSURE AGREEMENT\nThe undersigned individual or entity (\u201cSupplier\u201d) is, or may become a supplier of goods or services (\u201cSupplies\u201d) to KSR International Co. or an affiliated or related entity (jointly and severally referred to as \u201cCompany\u201d) for use by Company in its general business activities and/or in the provision of its own goods and services to its customers (\u201cCompany Products\u201d). Company may have provided and may provide Confidential Information to Supplier to enable Supplier to make a proposal to provide Supplies to Company and/or to provide Supplies to Company. Company was not and is not willing to recognize Supplier as a potential or an approved source for Supplies and to provide Confidential Information to Supplier, unless Supplier was, and is restricted in its use of Company\u2019s Confidential Information.\nNOW, THEREFORE, and in consideration of such acceptance and disclosures and of Company\u2019s reliance on the terms of this Supplier Non-Disclosure Agreement (\u201cAgreement\u201d), Supplier promises and agrees that:\n1. Confidential Information.\nA. \u201cConfidential Information\u201d means all trade secrets, proprietary information, know-how, and confidential information of Company including but not limited to: (i) any and all technical, business or financial information or property, owned by or licensed to Company, or otherwise relating to Company and/or any of its subsidiaries, affiliates and related entities which is heretofore or hereinafter disclosed to Supplier, including but not limited to information regarding Company\u2019s goods or services, processes, personnel, finances, business plans, studies, analyses, projections, research, market data, operations, apparatus, computer software, know-how, trade secrets, inventions, equipment, tools, molds, dies, fixtures, parts, prototypes, samples, drawings, test results, material and manufacturing specifications, suppliers, customers, employees, processes, licensing and any other ideas or information relating to Company\u2019s business or Company Products, the Supplies or any business or activity in which Company is engaged, regardless of the form of disclosure, whether or not disclosed in a writing marked \u201cConfidential\u201d or in some similar manner or identified as confidential; (ii) improvements derived by Supplier from the information identified in Subsection l(A)(i) or from access to Company\u2019s facilities; and (iii) any and all software, reports, memoranda, documents, developments, or other results produced by Supplier in the performance of providing Supplies that are directly related to Company\u2019s business and not primarily to general technology used by Supplier in the conduct of its core business.\nB. Confidential Information shall not include any information which: (a) was known to Supplier at the time of disclosure as evidenced by Supplier\u2019s written records; or (b) after disclosure by Company, is lawfully obtained by Supplier from a third party who has the right to disclose such information to Supplier; or (c) legally enters the public domain or is generally available to the public other than by an unauthorized act by Supplier or the party to which such information was originally disclosed; provided, however, Confidential Information which is composed of a combination, compilation or sequential arrangement of individual elements or features which individual elements are available to the general public or are or were known or become known to Supplier, shall be considered Confidential Information with respect to such combination, compilation or sequential arrangement.\nC. All Confidential Information is acknowledged by Supplier to be the property or an otherwise protectible interest of Company or its licensors whether or not it constitutes a trade secret.\n2. Protection of Confidential Information.\nA. Supplier shall use Confidential Information only to assist Supplier in making proposals to provide Supplies to Company and in providing Supplies to Company under Company\u2019s purchase orders or other written agreements. Supplier shall not use or disclose Confidential Information except as required by the performance of its obligations to Company. Supplier shall disclose Confidential Information only to those employees of Supplier who (a) must have the specific Confidential Information either for the development, production, testing and provision of Supplies or to decide whether to develop or supply the Supplies to Company; and (b) have signed this Agreement (or a similar agreement) binding such employees personally to the terms of this Agreement during and after their employment with Supplier. Supplier shall not disclose Confidential Information to any third party, including Supplier\u2019s related entities, without the prior written consent of Company and the written agreement of third parties binding them to the terms of this Agreement.\nB. Supplier shall not duplicate or summarize the Confidential Information to any third party, without the prior written consent of Company. Supplier shall not decompile or reverse engineer Company Products and any information resulting from any decompiling or reverse engineering shall be deemed to be Confidential Information of Company.\nC. The Confidential Information, and all copies, summaries, notes, and computations related thereto, shall be delivered by Supplier to Company within 48 hours of demand.\nD. In addition, Supplier shall take all reasonable precautions to protect the Confidential Information from unauthorized access and use, but not less than used by Supplier to protect its own most valuable information.\nE. During and after the period Supplier is providing Supplier services to Company, Supplier shall not produce, provide, or sell to anyone, other than Company, any Supplies which include or are produced with Confidential Information.\nF. In addition, Supplier shall not and warrants that anyone obtain the Confidential Information disclosed hereunder by or through it, shall not:\n(i) Contest, anywhere in the world at any time in the future, the validity of Company\u2019s proprietary rights in, or any Company claim to the ownership or inventorship of, any Confidential Information; or\n(ii) Attempt to or actually apply for, obtain or claim ownership of, inventorship in or right to use of any proprietary rights in any Confidential Information (including, without limitation, any patents, copyrights, trademarks, service marks, trade dress, or trade secret rights).\nG. All improvements to Company Products, their components, or their underlying technology developed during the performance of any purchase order issued by Company to Supplier shall belong to Company.\nH. Supplier shall not disclose the Confidential Information to any person that would result in a violation of United States or Canadian export or other law.\n3. Status of Supplier. Supplier\u2019s status at all times shall be that of an independent contractor, and Supplier shall not be considered an agent, partner, representative, or employee of Company for any purposes whatsoever. This Agreement shall not create an obligation on the part of Company to acquire or purchase the Supplies from Supplier. If Company accepts Supplier as an approved supplier for Supplies, any supply of such Supplies shall be under Company\u2019s standard General Terms and Conditions of Purchase without the need for further adoption of such terms and conditions. Supplier shall not advertise nor disclose that it is a potential supplier or a supplier of Supplies to Company.\n4. Miscellaneous.\nA. Supplier has not relied on any representation of Company not contained in this Agreement.\nB. The unenforceability of any provision of this Agreement shall not affect the other provisions and the unenforceable clause shall be deemed deleted and shall be deleted by the court.\nC. This Agreement constitutes the entire agreement between the parties respecting the subject matter hereof and supersedes all prior agreements between the parties relating to the subject matter hereof, whether written or oral. It is effective on execution by Supplier. No waiver or modification of the terms of this Agreement shall be valid unless in writing and duly executed by Supplier and Company. This Agreement shall be cumulative with all other rights of Company under any existing or future agreements between Company and Supplier unless specifically waived by Company.\nD. This Agreement shall be construed under the laws of the State of Michigan, notwithstanding principles of Michigan or any other state, provided Company may in any enforcement action elect to have the law of the forum jurisdiction to apply. The parties irrevocably consent to the exclusive jurisdiction of the courts of the jurisdiction in which Company has an office to resolve all issues related to or arising from this Agreement and any business relationship arising from or related to this Agreement. If the law applicable to any enforcement proceeding limits the class of information and materials protectible by contract to trade secrets or other class of information, the term \u201cConfidential Information\u201d shall be limited to those classes of information and materials. If the law applicable to any enforcement proceeding requires a temporal limitation, the period after termination for which Supplier is restricted in use or disclosure of Confidential Information which is not a trade secret shall be limited to any specific maximum permitted by law or five years from the date of termination. If the law applicable to any enforcement proceeding requires a geographic limitation, the area in which Supplier is restricted in its use or disclosure of Confidential Information shall be limited to only those states and countries in which Company or a supplier or customer of Company shall have an office or other facility during the restricted period. If the law applicable to any enforcement proceeding requires a limitation on the scope of any restriction, such restriction in the Agreement is limited to those activities which Supplier has performed for Company and to those customers of Company with which Supplier has had some contact during the engagement with Company.\nE. The interests of Company in the Confidential Information cannot be adequately protected by a remedy at law. This Agreement may be enforced by preliminary injunction as well as other available equitable and legal remedies.\nF. This Agreement is not assignable by Supplier. This Agreement binds Supplier and its affiliated companies upon execution by Supplier whether or not executed by Company.\nG. All notices required hereunder shall be in writing and hand delivered, sent by facsimile or mailed via first class mail with postage prepaid to the other party at its principal business address or at such other address as the parties may advise one another from time to time.\n (\u201cSupplier\u201d)\nBy:\nIts:\nAddress:\nFax Number:\nDate:\nAccepted:\nKSR INTERNATIONAL CO. (\u201cCompany\u201d)\nBy:\nIts:\nAddress:\nFax Number:\n(1169951.1)\n", "spans": [ [ 0, 33 ], [ 34, 403 ], [ 403, 590 ], [ 590, 838 ], [ 839, 1041 ], [ 1042, 1070 ], [ 1071, 1231 ], [ 1231, 2257 ], [ 2257, 2393 ], [ 2393, 2686 ], [ 2687, 2756 ], [ 2756, 2855 ], [ 2855, 3003 ], [ 3003, 3573 ], [ 3574, 3763 ], [ 3764, 3806 ], [ 3807, 4027 ], [ 4027, 4156 ], [ 4156, 4245 ], [ 4245, 4442 ], [ 4442, 4612 ], [ 4612, 4856 ], [ 4857, 4997 ], [ 4997, 5195 ], [ 5196, 5365 ], [ 5366, 5583 ], [ 5584, 5816 ], [ 5817, 5961 ], [ 5962, 6163 ], [ 6164, 6444 ], [ 6445, 6644 ], [ 6645, 6801 ], [ 6802, 6825 ], [ 6825, 7024 ], [ 7024, 7144 ], [ 7144, 7381 ], [ 7381, 7492 ], [ 7493, 7510 ], [ 7511, 7603 ], [ 7604, 7788 ], [ 7789, 8017 ], [ 8017, 8059 ], [ 8059, 8192 ], [ 8192, 8367 ], [ 8368, 8610 ], [ 8610, 8874 ], [ 8874, 9144 ], [ 9144, 9469 ], [ 9469, 9824 ], [ 9824, 10147 ], [ 10148, 10259 ], [ 10259, 10372 ], [ 10373, 10422 ], [ 10422, 10543 ], [ 10544, 10822 ], [ 10823, 10824 ], [ 10824, 10836 ], [ 10837, 10840 ], [ 10841, 10845 ], [ 10846, 10854 ], [ 10855, 10866 ], [ 10867, 10872 ], [ 10873, 10882 ], [ 10883, 10916 ], [ 10917, 10920 ], [ 10921, 10925 ], [ 10926, 10934 ], [ 10935, 10946 ], [ 10947, 10958 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 23 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 14 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 6, 7 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 6, 7, 13 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 24 ] }, "nda-3": { "choice": "Entailment", "spans": [ 6, 7 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 21 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 22 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 10, 12 ] }, "nda-5": { "choice": "Entailment", "spans": [ 18, 19 ] }, "nda-4": { "choice": "Entailment", "spans": [ 16, 17 ] } } } ], "document_type": "search-pdf", "url": "http://www.ksrint.com/wp-content/uploads/2012/02/Supplier_Non-Disclosure_Agreement.pdf" }, { "id": 349, "file_name": "Supplier_Non_Disclosure.pdf", "text": " SUPPLIER MUTUAL CONFIDENTIAL NON-DISCLOSURE AGREEMENT SNDA-1 Rev D\nTHIS MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the \u201cAgreement\u201d) is entered into by and between PaR Systems, Inc., a Delaware corporation, and its wholly-owned subsidiaries and affiliates (collectively, the \u201cCompany\u201d); and the party identified below (\u201cSupplier\u201d), and is effective upon the latter signature below (the \u201cEffective Date\u201d).\n1. Purpose. Each of the Company and Supplier desires to receive Confidential Information (as defined below) of the other for the purpose of considering a commercial transaction and/or ongoing business relationship with the other (the \u201cAuthorized Purpose\u201d). For purposes of this Agreement, the party disclosing Confidential Information is hereinafter referred to as the \u201cDisclosing Party\u201d and the party receiving Confidential Information is hereinafter referred to as the \u201cRecipient\u201d. In connection with the Authorized Purpose, certain trade secrets and business information proprietary to the Disclosing Party, and which the Disclosing Party considers confidential, may be provided to the Recipient.\n2. Definition. \u201cConfidential Information\u201d means any information, technical data, or know-how (including, but not limited to, information relating to research, products, software, services, development, inventions, processes, engineering, marketing, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, finances, employees and business opportunities) disclosed by the Disclosing Party to the Recipient, either directly or indirectly, in any form whatsoever (including, but not limited to, in writing, in machine readable or other tangible form, orally or visually): (i) that is a trade secret under applicable law; (ii) that has been marked as \u201cconfidential\u201d or \u201cproprietary\u201d or similar legend; (iii) whose confidential nature has been made known by the Disclosing Party, orally or in writing, to the Recipient; (iv) that due to its character and nature, a reasonable person under like circumstances would treat as confidential; or (v) discussions relating to such information whether these discussions occur prior to, concurrent with, or following disclosure of such information.\n3. Exclusions. Confidential Information does not include, or shall cease to include, information or material that the Recipient can demonstrate by then-contemporaneous written records: (i) is in the Recipient\u2019s possession at the time of disclosure as shown by the Recipient\u2019s files and records immediately prior to the time of disclosure; (ii) before or after it has been disclosed to Recipient, becomes part of public knowledge or literature, not as a result of any action or inaction of the Recipient; (iii) is approved for release by written authorization of the Disclosing Party; (iv) is disclosed to the Recipient by a third party not in violation of any obligation of confidentiality; or (v) is independently developed by the Recipient without reference to Confidential Information.\n4. Use Limitations. The Recipient (i) agrees not to use the Confidential Information for its own use or for any purposes except the Authorized Purpose expressly set forth above; (ii) shall not use the Confidential Information for purposes of unfair or improper competition; and (iii) agrees not to copy, alter, modify, disassemble, reverse engineer or decompile any of the materials unless permitted in writing by the Disclosing Party (any copies that are authorized to be made will be identified as belonging to the Disclosing Party and marked as \u201cconfidential\u201d, \u201cproprietary\u201d or with similar legend). Nothing in this Agreement shall limit or restrict the rights of the Disclosing Party to assert infringement or other intellectual property claims against the Recipient or to impose on either party any obligation to disclose any Confidential Information, to purchase or sell any products, or to otherwise enter in to any type of business relationship.\n5. Non-Disclosure. The Recipient agrees not to disclose the Confidential Information to any third parties or to any of its employees, directors, officers, agents, contractors, consultants, advisors, or other representatives (collectively \u201cRepresentatives\u201d), except those Representatives who have a need to know the Confidential Information for accomplishing the Authorized Purpose described herein. In such instance(s), the Representatives (i) shall be made aware that the Confidential Information is confidential; and (ii) that such Representatives\u2019 disclosure of the Confidential Information is restricted as set forth herein. Notwithstanding the foregoing, the Recipient may disclose the Disclosing Party\u2019s Confidential Information to the extent required by a valid order of a court of competent jurisdiction or other governmental body, or by applicable law; provided, however, that the Recipient will use all reasonable efforts to promptly notify the Disclosing Party of the obligation to make such disclosure in advance of the disclosure, unless otherwise prohibited by law or court order, so that the Disclosing Party will have a reasonable opportunity to object to such disclosure. The Recipient and its Representatives shall cooperate in all reasonable respects with the Disclosing Party in seeking to prevent or limit disclosure; and, in the event that a protective order or other remedy is not obtained, the Recipient will limit disclosure to the Confidential Information actually required to be disclosed, provided the Recipient exercises its reasonable efforts to obtain reasonable assurances that confidential treatment will be accorded to the Disclosing Party\u2019s Confidential Information. The Recipient agrees that it shall treat the Confidential Information with the same degree of care as it accords to its own confidential and proprietary information of a similar nature; provided that in no event shall the Recipient exercise less than reasonable care to protect the Confidential Information commensurate with the sensitivity of such information. The Recipient agrees to advise the Disclosing Party in writing of any misappropriation or misuse by any person of such Confidential Information of which the Recipient may become aware.\nThe Recipient acknowledges and agrees that certain Confidential Information will be subject to export restrictions under the Arms Export Control Act (22 U.S.C. 2751 et seq.) or Executive Order 12470. In such instances, in addition to general non-disclosure restrictions set forth above, such Confidential Information shall not be transferred to any foreign person in the United States or abroad, except where authorized by the United States Department of State (ITAR) or the United States Department of Commerce (EAR). Such Confidential Information shall be appropriately marked and identified at the time of transfer.\n6. Third Party Information. No party shall communicate any information to another party in violation of the proprietary rights of any third party.\n7. Return of Materials. Any materials or documents of the Disclosing Party that are furnished to the Recipient, and all copies thereof, at the earlier of the Disclosing Party\u2019s request for return of the materials, or the termination of the business relationship between the Disclosing Party and the Recipient, at the Disclosing Party\u2019s option, will either be (subject to the Disclosing Party\u2019s reasonable instructions): (i) promptly returned to the Disclosing Party and/or (ii) destroyed by the Recipient, including materials stored on the Recipient\u2019s computing environment, or electronic storage media, to the extent technically feasible (with the Recipient providing written certification of such destruction).\n8. No License. The Disclosing Party shall retain the sole ownership and right to possess its Confidential Information, and any derivatives thereof. No license is granted to the Recipient under any patents, copyrights, mask work rights or other proprietary rights by the disclosure of any information hereunder, nor is any warranty made as to such information.\n9. Remedies. The Recipient understands and agrees that the Disclosing Party is providing the Confidential Information to the Recipient in reliance upon this Agreement, and the Recipient will be fully responsible to the Disclosing Party for any damages or harm caused to the Disclosing Party by a breach of this Agreement by the Recipient or any of its Representatives. The Recipient acknowledges and agrees that a breach of any of its promises or agreements contained herein will result in irreparable injury to the Disclosing Party for which there will be no adequate remedy at law, and the Disclosing Party shall be entitled to equitable relief, including specific performance and injunctive relief, in the event of any breach or threatened breach or intended breach of this Agreement by the Recipient. Such remedies, however, shall not be deemed to be the exclusive remedies for any breach of the Agreement, but shall be in addition to all other remedies available at law or in equity.\n10. Governing Law; Venue. The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of Delaware, excluding its conflict of law principles. The parties agree that all litigation or other legal proceedings arising out of or related to this Agreement shall be brought in the state courts of the State of Minnesota and the United States District Courts located therein, and the parties hereby submit to the exclusive personal jurisdiction and venue of such courts.\n11. Attorneys\u2019 Fees. In the event of any litigation or other legal proceedings arising out of or related to this Agreement, the prevailing party shall be entitled to reasonable attorneys\u2019 fees and all costs of proceedings incurred in enforcing this Agreement.\n12. Term; Termination. This Agreement shall govern all communications among the parties that are made from the date Confidential Information was first provided to or obtained by the Recipient (even if prior to the Effective Date) through the date on which a party receives from the other party written notice that such party is terminating this Agreement. The Recipient\u2019s obligations under this Agreement with respect to Confidential Information it has received or obtained prior to such termination shall continue until as long as the Confidential Information remains a trade secret or for a period of five (5) years after the date of disclosure, whichever is later.\n13. Notices. All notices or other communications required or permitted to be given under this Agreement shall be in writing and addressed to the receiving party at its corporate office, or as otherwise designated in writing, and shall be deemed effectively given on the earliest of : (i) when delivered, if personally delivered; (ii) on the third (3rd) business day following the date of mailing if delivered by certified or registered mail, return receipt requested; (iii) on the date of transmission, if delivered by facsimile or email transmission; (iv) the scheduled day of delivery if delivered via express courier; or (v) when received by the party to whom notice is intended or required to be given.\n14. General. This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all other oral or written representations and understandings. This Agreement may be amended or modified only in writing signed by an authorized representative of each party. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not affect the other provisions of this Agreement and the unenforceable or invalid provision shall be construed to be amended in order to avoid such unenforceability or invalidity while preserving as closely as possible the intent of the parties. This Agreement shall not be construed to establish a joint venture, partnership or other business relationship between the parties. No party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party(ies), which consent may be withheld in the sole discretion of such party(ies); provided, however, the Company may freely assign or transfer any or all of its rights or obligations hereunder (i) to an affiliate or other subsidiary, as applicable; (ii) pursuant to merger, consolidation or other similar business combination; or (iii) to an acquirer of substantially all of the assets of the Company. This Agreement shall be binding upon the permitted successors and assigns of both parties. The relationship created under this Agreement is confidential and is to be treated as Confidential Information according to the terms of this Agreement. No waiver by a party of the conditions herein or of compliance with the provisions hereof, nor any delay by a party in exercising its rights, remedies or privileges hereunder, shall have the effect of preventing such party from exercising its rights, remedies or privileges hereunder at any future period or in any other circumstance, and no waiver shall be binding unless in writing. This Agreement may be signed in counterparts, each which shall constitute an original.\nThe parties hereto have caused this Supplier Mutual Confidentiality and Non-Disclosure Agreement to be duly executed by a duly authorized representative of such party as of the Effective Date.\nACKNOWLEDGED AND AGREED:\nPAR SYSTEMS, INC. Supplier Name: (*Enter Company Name Here*)\n(on behalf of itself and its wholly-owned\nsubsidiaries and affiliates): __________________________________________\nBy:______________________________________ By:_______________________________________\n Authorized Signature Authorized Signature\nPrinted Name:_____________________________ Printed Name:______________________________\nTitle:____________________________________ Title:_____________________________________\nDate:____________________________________ Date:_____________________________________\n", "spans": [ [ 0, 1 ], [ 1, 67 ], [ 68, 414 ], [ 415, 427 ], [ 427, 672 ], [ 672, 899 ], [ 899, 1114 ], [ 1115, 1130 ], [ 1130, 1724 ], [ 1724, 1773 ], [ 1773, 1853 ], [ 1853, 1970 ], [ 1970, 2090 ], [ 2090, 2238 ], [ 2239, 2254 ], [ 2254, 2424 ], [ 2424, 2578 ], [ 2578, 2743 ], [ 2743, 2823 ], [ 2823, 2933 ], [ 2933, 3027 ], [ 3028, 3048 ], [ 3048, 3062 ], [ 3062, 3206 ], [ 3206, 3306 ], [ 3306, 3631 ], [ 3631, 3981 ], [ 3982, 4001 ], [ 4001, 4381 ], [ 4381, 4422 ], [ 4422, 4501 ], [ 4501, 4611 ], [ 4611, 5171 ], [ 5171, 5684 ], [ 5684, 6046 ], [ 6046, 6230 ], [ 6231, 6431 ], [ 6431, 6750 ], [ 6750, 6849 ], [ 6850, 6878 ], [ 6878, 6996 ], [ 6997, 7021 ], [ 7021, 7417 ], [ 7417, 7470 ], [ 7470, 7709 ], [ 7710, 7725 ], [ 7725, 7858 ], [ 7858, 8069 ], [ 8070, 8083 ], [ 8083, 8439 ], [ 8439, 8875 ], [ 8875, 9058 ], [ 9059, 9085 ], [ 9085, 9246 ], [ 9246, 9567 ], [ 9568, 9589 ], [ 9589, 9827 ], [ 9828, 9851 ], [ 9851, 10184 ], [ 10184, 10495 ], [ 10496, 10509 ], [ 10509, 10780 ], [ 10780, 10825 ], [ 10825, 10964 ], [ 10964, 11048 ], [ 11048, 11120 ], [ 11120, 11202 ], [ 11203, 11216 ], [ 11216, 11415 ], [ 11415, 11527 ], [ 11527, 11914 ], [ 11914, 12046 ], [ 12046, 12369 ], [ 12369, 12425 ], [ 12425, 12506 ], [ 12506, 12578 ], [ 12578, 12669 ], [ 12669, 12822 ], [ 12822, 13207 ], [ 13207, 13293 ], [ 13294, 13486 ], [ 13487, 13511 ], [ 13512, 13530 ], [ 13530, 13572 ], [ 13573, 13614 ], [ 13615, 13645 ], [ 13645, 13687 ], [ 13688, 13730 ], [ 13730, 13772 ], [ 13773, 13774 ], [ 13774, 13815 ], [ 13816, 13859 ], [ 13859, 13902 ], [ 13903, 13946 ], [ 13946, 13989 ], [ 13990, 14032 ], [ 14032, 14074 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 22, 25 ] }, "nda-16": { "choice": "Entailment", "spans": [ 42, 43, 44 ] }, "nda-15": { "choice": "Entailment", "spans": [ 46, 47 ] }, "nda-10": { "choice": "Entailment", "spans": [ 8, 13 ] }, "nda-2": { "choice": "Entailment", "spans": [ 8, 9 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 8, 10, 11, 12, 25 ] }, "nda-19": { "choice": "Entailment", "spans": [ 59 ] }, "nda-12": { "choice": "Entailment", "spans": [ 15, 20 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 42, 43, 44 ] }, "nda-3": { "choice": "Entailment", "spans": [ 8 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 28 ] }, "nda-17": { "choice": "Entailment", "spans": [ 22, 25 ] }, "nda-8": { "choice": "Entailment", "spans": [ 32 ] }, "nda-13": { "choice": "Entailment", "spans": [ 15, 19 ] }, "nda-5": { "choice": "Entailment", "spans": [ 28 ] }, "nda-4": { "choice": "Entailment", "spans": [ 22, 23, 24 ] } } } ], "document_type": "search-pdf", "url": "https://www.par.com/files/1113/6657/1154/Supplier_Non_Disclosure.pdf" }, { "id": 350, "file_name": "T:\\proc_notices\\notices_020_k\\notice_doc_18628_158011843.pdf", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis agreement is made between the UNITED NATIONS DEVELOPMENT PROGRAMME (\"UNDP\"), a subsidiary organ of the UNITED NATIONS, an international organization\nestablished by treaty, with offices at 304 East 45th Street, New York, New York 10017, USA and _____________ (\"the Company\"), a _______ corporation with its principal place of business at __________, ______________ __________ (UNDP and the Company are hereinafter collectively the \"Parties\").\nThe Parties wish to [enter into discussions with each other with respect to a potential business relationship between them. In the course of negotiations related to the Agreement, or in carrying out their obligations pursuant to the Agreement, the Parties may disclose to one another Confidential Information as defined below. For good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of us, this Agreement sets out our respective obligations with respect to Confidential Information which one party to this Agreement receives (the \"receiving party\") from the other (the \"disclosing party\")].\n1. Confidential Information. \"Confidential Information\" means any operational,\nadministrative business or technical information, in whatever form transmitted, whether or not stored in any medium, relating to the disclosing party's operations and/or business (and/or those\nof its suppliers and customers), including but not limited to equipment, software, designs, technology, technical documentation, product or service specifications or strategies, marketing plans, pricing information, financial information, information relating to existing, previous and potential suppliers, customers and contracts, inventions, applications, methodologies and other know-how, that is either proprietary to the disclosing party or the disclosing party's contractors\nor which either of the foregoing maintains as confidential and nonpublic. Confidential Information includes original information supplied by the disclosing party, as well as all copies.\n2. Treatment of Confidential Information. The receiving party agrees to treat the Confidential Information as confidential to and as the property of the disclosing party and to use an appropriate degree of care (which, in any case, will not be less than the degree of care it uses with respect to its own information of like nature) to prevent disclosure of the Confidential Information of the disclosing party. The receiving party will use Confidential Information only in connection with a business relationship with the disclosing party. The receiving party will not disclose this Agreement or Confidential Information, e(cid:91)cept to the receiving party's officials,\ndirectors, officers, employees and contractors who have a need to know for the purpose of carrying out the purpose of the Agreement and who have been advised of the obligation of confidentiality and who are bound, either as a condition of employment, or in order to obtain Confidential Information, by terms and conditions similar to those contained herein and are obligated to keep it confidential. The Parties acknowledge that failure on the part of the receiving party to abide by this Agreement may cause irreparable harm to the disclosing party, for which damages will not be an adequate remedy. Accordingly, the disclosing party shall have the right to seek to obtain an injunction, through the arbitral process set forth herein, to prevent any further violations of this Agreement.\nany title, ownership, license or other right or interest with respect to the Confidential Information of the disclosing party. Confidential Information will be held in trust by the receiving party for the disclosing party.\n4. Returns or Destruction. Confidential Information will be returned by the receiving party to the disclosing party or destroyed by the receiving party: (a) if a business relationship is\nnot entered into with the disclosing party on or before the date which is three months after the date both parties have signed the Agreement; or (b) upon request by the disclosing party at any time. A senior officer or official of the receiving party, if requested by the disclosing party in writing, shall certify, by way of affidavit or declaration, on behalf of the receiving party that all such Confidential Information has been returned or destroyed, as applicable, and that it will not use any archived copies of Confidential Information that cannot be reasonably removed from archival storage. However, the counsel for each party may retain one (1) archival copy of all Confidential Information received under this Agreement for the sole purpose of reference in any subsequent legal disputes that may arise.\n5. Limited Reproduction. The receiving party will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies.\n6. Exceptions on Use and Disclosure. This Agreement does not apply to or restrict the Parties from using or disclosing:\n(a) Confidential information that is or becomes public other than through a breach of this Agreement;\n(b) Confidential information already known to the receiving party prior to the date of this Agreement (as evidenced by the receiving party's written and dated records) and with respect to which the receiving party does not have an obligation of confidentiality;\n(c) Confidential information that is independently developed by the receiving party;\n(d) Confidential information which is disclosed, without obligation of confidentiality, to the receiving party by a person or entity not party to this Agreement and who is entitled to disclose such information without breaching an obligation of confidentiality.\n7. No Obligation. Nothing in this agreement shall be construed as obligating any party to continue any discussions or to enter into a business relationship.\n8. No Representations or Warranties; Reliance. Each of UNDP and the Company acknowledges that the other party hereto makes no any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information, and that the Confidential Information is not purported to represent a substitute, in whole or in part, for an independent evaluation of the operations or any transaction relating thereto.\n9. Notices. Notices delivered in connection with this Agreement must be in writing and delivered to the address set out in the first paragraph of this Agreement to the attention of the individual representing each party under this Agreement, or as changed by the parties by notice in writing delivered to each other from time to time in accordance with this Agreement.\n10. Further Assurances. The Parties agree to deliver further written documentation and to do or cause to be done any other things reasonably necessary to implement this Agreement.\n11. Delays. Delay, failure or partial exercise by a party of any right or remedy under this Agreement will not constitute a waiver of any right or remedy. Any waiver must be in writing, but such waiver will be limited to its terms and will not constitute waiver of any other provision or breach of this Agreement.\n12. Severability. If any part of this Agreement is invalid, the remaining provisions still will continue in effect.\n13. Duration. This Agreement shall remain effective for a period (the \"Term\") beginning on\nthe date signed by both Parties (the \"Commencement Date\") and ending five (5) years after the Commencement date.\n14. Entire Agreement. This Agreement sets out our entire agreement concerning the matters described above and supersedes all prior written or oral agreements and understandings with respect to such subject matter. This Agreement may only be amended by consent in writing of both Parties. It may be terminated by a definitive agreement relating to transactions being mutually contemplated. Headings are for convenience of reference and not for interpretation or construction.\n15. Binding. This Agreement binds the Parties and their respective successors and permitted assigns. Neither party shall assign this Agreement without the prior written consent of the other.\n16. Arbitration. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty\n(20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute.\n17. Privileges and Immunities. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNDP and its subsidiary organs.\nUNITED NATIONS DEVELOPMENT _____________________________________ PROGRAMME COMPANY NAME\nBy: _______________________________ By: __________________________________ Name: _____________________________ Name: _______________________________ Title: ______________________________ Title: ________________________________ Date: ______________________________ Date: ________________________________\n", "spans": [ [ 0, 31 ], [ 32, 185 ], [ 186, 374 ], [ 374, 386 ], [ 386, 401 ], [ 401, 478 ], [ 479, 603 ], [ 603, 806 ], [ 806, 1111 ], [ 1112, 1141 ], [ 1141, 1190 ], [ 1191, 1383 ], [ 1384, 1864 ], [ 1865, 1939 ], [ 1939, 2050 ], [ 2051, 2093 ], [ 2093, 2463 ], [ 2463, 2592 ], [ 2592, 2723 ], [ 2724, 3124 ], [ 3124, 3325 ], [ 3325, 3512 ], [ 3513, 3640 ], [ 3640, 3735 ], [ 3736, 3763 ], [ 3763, 3889 ], [ 3889, 3922 ], [ 3923, 4068 ], [ 4068, 4122 ], [ 4122, 4524 ], [ 4524, 4737 ], [ 4738, 4763 ], [ 4763, 5056 ], [ 5057, 5094 ], [ 5094, 5176 ], [ 5177, 5278 ], [ 5279, 5540 ], [ 5541, 5625 ], [ 5626, 5887 ], [ 5888, 5906 ], [ 5906, 6044 ], [ 6045, 6092 ], [ 6092, 6478 ], [ 6479, 6491 ], [ 6491, 6847 ], [ 6848, 6872 ], [ 6872, 7027 ], [ 7028, 7183 ], [ 7183, 7341 ], [ 7342, 7360 ], [ 7360, 7457 ], [ 7458, 7472 ], [ 7472, 7548 ], [ 7549, 7661 ], [ 7662, 7684 ], [ 7684, 7876 ], [ 7876, 7950 ], [ 7950, 8051 ], [ 8051, 8136 ], [ 8137, 8150 ], [ 8150, 8238 ], [ 8238, 8327 ], [ 8328, 8345 ], [ 8345, 8517 ], [ 8518, 8769 ], [ 8769, 8842 ], [ 8842, 8975 ], [ 8975, 9136 ], [ 9137, 9168 ], [ 9168, 9359 ], [ 9360, 9387 ], [ 9387, 9425 ], [ 9425, 9447 ], [ 9448, 9452 ], [ 9452, 9484 ], [ 9484, 9488 ], [ 9488, 9523 ], [ 9523, 9529 ], [ 9529, 9559 ], [ 9559, 9565 ], [ 9565, 9597 ], [ 9597, 9604 ], [ 9604, 9635 ], [ 9635, 9642 ], [ 9642, 9675 ], [ 9675, 9681 ], [ 9681, 9712 ], [ 9712, 9718 ], [ 9718, 9750 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 25, 26, 27 ] }, "nda-15": { "choice": "Entailment", "spans": [ 21, 22 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 10, 11, 12, 13 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Contradiction", "spans": [ 52, 53 ] }, "nda-12": { "choice": "Entailment", "spans": [ 34, 37 ] }, "nda-20": { "choice": "Entailment", "spans": [ 30 ] }, "nda-3": { "choice": "Entailment", "spans": [ 10, 11, 12, 13 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 18, 19 ] }, "nda-17": { "choice": "Entailment", "spans": [ 32 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 34, 38 ] }, "nda-5": { "choice": "Entailment", "spans": [ 18, 19 ] }, "nda-4": { "choice": "Entailment", "spans": [ 17 ] } } } ], "document_type": "search-pdf", "url": "http://procurement-notices.undp.org/view_file.cfm?doc_id=39531" }, { "id": 351, "file_name": "TSE-TSE-OK-WHK-Mutual-NDA-Fill-in-Blanks-4-29-2019.pdf", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement is entered into this _____ day of , 20___, by and between TSE Industries, Inc., a Florida Corporation, together with its affiliated companies, TSE-OK, LLC and WHK BioSystems, LLC (collectively \u201cTSE\u201d), having its principal place of business at 5180 113th Avenue North, Clearwater, FL 33760 USA, and ______________________________________________________ (\u201cCompany\u201d) having its principal place of business at ___________________________________________________________. The parties wish to discuss a possible commercial agreement between both companies including, but not limited to ___________________________________________________________________ (the \u201cDiscussions\u201d), which Discussions will involve the exchange of knowledge, information and know-how owned by each other.\nTHE PARTIES AGREE AS FOLLOWS:\n1. Disclosure of Confidential Information. During the course of the Discussions, the parties may, from time to time, disclose or provide to each other, in writing or otherwise, directly, or as a consequence of their business relationship, their own trade secrets, accumulated technical or business knowledge or proprietary information as well as information which either party is required to keep confidential by contractual obligations to third parties (hereafter \"Confidential Information\"). Subject to the limitations set forth in section Five (5) below, any information that the disclosing party discloses to the receiving party shall be treated as Confidential Information of the disclosing party. Each party shall disclose only that information which it believes necessary for the other's consideration.\n2. Purpose of Disclosure. Each party shall utilize the Confidential Information disclosed by the other party only for the purpose of the Discussions and shall not divulge it to others or utilize it for commercial use or practice or for any other purpose whatsoever without the prior written consent of the disclosing party.\n3. Precautions. The party to whom disclosure of the Confidential Information has been made (the \u201creceiving party\u201d) shall treat such information as confidential and shall exercise reasonable care with respect to the Confidential Information, at least to the same degree of care as the party employs with respect to protecting its own proprietary and confidential information. A receiving party shall limit disclosure of Confidential Information to those directors, officers, employees, and agents of the party who need to know the Confidential Information in connection with the Discussions and have been advised of the confidential nature of the information.\n4. Reverse Engineering. Neither party shall attempt to reverse engineer, analyze or disassemble, or cause to be reverse engineered, analyzed or disassembled any product, formulation, process technology, sample or other technology provided by the other party, either directly or indirectly. Likewise, neither party shall provide a sample of any product or technology provided to them by the other party to any third party or entity, including but not limited to, any type of lab facility.\n5. Exceptions. Confidential Information shall not include and this Agreement shall not apply to information which:\n(a) is at the time of disclosure or later becomes known to the public through no fault of the receiving party;\n(b) has been furnished or made known on a non-confidential basis to the receiving party by a third party who has a lawful right to disclose such information;\n(c) was known by the receiving party prior to its receipt as shown by competent evidence of the receiving party;\n(d) is required by law or court order to be disclosed, but only to the extent of such required disclosure; or\n(e) is independently developed by the receiving party without reference to or use of the other party\u2019s Confidential Information.\n6. Defend Trade Secrets Act (DTSA) Whistleblower Immunity. 18 U.S.C. Section 1833(b) states:\n\u201cAn individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.\u201d\nAccordingly, the Parties to this Agreement have the right to disclose in confidence trade secrets to Federal, State, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The Parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with 18 U.S.C. Section 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. Section 1833(b).\n7. Ownership. Disclosing Confidential Information pursuant to the terms of this Agreement creates no ownership or license rights in the receiving party, and the disclosing party reserves all patent, trade secret and other proprietary rights it may have in such Confidential Information.\n8. Return of Confidential Information. In the event the business relationship between the parties is not established or is terminated for any reason, either voluntarily or involuntarily, the parties shall, if either party so requests in writing, promptly return to the other party, or destroy, all written data and documents, including originals, copies, translations and reproductions thereof, whether on paper or in electronic form, embodying all or part of the Confidential Information disclosed by the other party, as directed by the disclosing party. Notwithstanding the foregoing, the receiving party may retain one copy of the Confidential Information received from the disclosing party for historical, compliance, warranty and/or legal purposes, but the retained Confidential Information shall remain subject to the terms and provisions of this Agreement.\n9. Export Control Law Compliance. To the extent that Confidential Information, as defined herein, is subject to U.S. export control laws and regulations under 22 CFR \u00a7 120 et. seq. of the International Traffic in Arms Regulations (\u201cITAR\u201d) and 15 CFR \u00a7 730 et. seq. of the Export Administration Regulations (\u201cEAR\u201d), and by entering into this Agreement, the parties agree that they will not violate any laws and/or regulations under ITAR and EAR, and that they will not, without limitation, disclose, transfer, or export Confidential Information to third parties, including foreign persons or entities, whether or not related to or affiliated with such party, and/or subcontract out any work and/or orders arising from this Agreement, without first receiving express written consent from the disclosing party and as required by contract or by law, each party shall register with the Office of the Directorate of Defense Trade Controls (\u201cDDTC\u201d).\nIf either party does not comply with its obligations under this paragraph or any terms specified in the Agreement, such non-complying party will indemnify, hold harmless, and defend the other party as to any violations that the non-complying party may cause under ITAR and EAR, including but not limited to the payment of civil and criminal penalties, all costs and expenses and all reasonable attorney\u2019s fees.\n10. Equitable Remedies. Both parties acknowledge that their obligations in this Agreement are necessary and reasonable in order to protect the other\u2019s business, and expressly agree that monetary damages would be inadequate to compensate the other for any breach of any covenant in this Agreement. Therefore, each of the parties agree and acknowledge that any such violation would cause irreparable injury to the other and that, in addition to any other remedies that may be available in law, equity, or otherwise, the injured party shall be entitled to obtain injunctive relief against the breach or threatened breach of this Agreement without the necessity of proving actual damages.\n11. Assignment. Neither party shall assign this Agreement or any rights hereunder without the prior written consent of the other party.\n12. Term. The parties shall continue to protect the secrecy of the Confidential Information for as long as the information remains confidential information or a trade secret, but for no less than five (5) years from the date the information to be kept confidential is received or the effective date of this Agreement, whichever is later.\n13. No License, Grant or Waiver of Intellectual Property Rights. Except for the limited right to use Confidential Information set forth herein, Confidential Information remains the property of the originating party. The receiving party does not receive any right or license under any patents, copyrights, trade secrets, or the like of the originating party in or to the Confidential Information. The Confidential Information does not lose its status or protection as a trade secret or as confidential business information of the originating party merely by its disclosure to the receiving party pursuant to the terms of this Agreement.\n14. No Warranty. Neither party makes any warranty whatsoever regarding any Confidential Information disclosed to the other.\n15. Binding Effect. This writing represents the entire agreement between the parties respecting secrecy and intellectual property rights regarding the Discussions and Confidential Information to which this Agreement relates. This Agreement shall be binding upon and inure to the benefit of both parties and their successors and assigns. This Agreement may not be varied, except by a written instrument executed by both parties.\n16. Severability. In the event any portion of this Agreement shall be found unlawful, unreasonable or invalid by a court of competent jurisdiction, the parties agree to accept as binding any such lesser restrictions which such court shall deem reasonable and the remainder of the Agreement shall remain in effect.\n17. Waiver. Waiver of any provision or breach hereof in any instance shall not be deemed a waiver of any other past or future breach of the same provision or of any other provision of this Agreement.\n18. Governing Law and Costs. This Agreement shall be interpreted according to, the laws of the state of Florida. In any action brought to enforce this Agreement, the prevailing party shall be entitled to the award of its reasonable attorney\u2019s fees and court costs.\n19. Notices. Any notice or other communication hereunder shall be in writing and delivered: (a) personally, (b) by express courier (overnight or two-day delivery; acknowledgement of receipt required); or (c) by facsimile transmission with a follow-up copy sent by first-class mail.\n20. Confidentiality of Business Relationship. The parties agree to keep confidential the specific subject matter of the discussions, negotiations, other business explorations, or other contractual arrangements between the parties.\n21. Captions. Captions are inserted for convenience of reference only and shall not be considered as being of any significance whatsoever in the construction and interpretation of this Agreement.\nIN WITNESS WHEREOF, the parties hereto have executed this Mutual Non-Disclosure Agreement as of the date set forth above.\n\u201cTSE\u201d \u201cCOMPANY\u201d\nSign: Sign:\nPrint Name: Print Name:\nIts: Its:\n", "spans": [ [ 0, 31 ], [ 32, 59 ], [ 59, 422 ], [ 422, 476 ], [ 476, 537 ], [ 537, 650 ], [ 650, 718 ], [ 718, 842 ], [ 843, 872 ], [ 873, 916 ], [ 916, 1367 ], [ 1367, 1576 ], [ 1576, 1682 ], [ 1683, 1709 ], [ 1709, 2006 ], [ 2007, 2023 ], [ 2023, 2382 ], [ 2382, 2665 ], [ 2666, 2690 ], [ 2690, 2956 ], [ 2956, 3153 ], [ 3154, 3169 ], [ 3169, 3268 ], [ 3269, 3379 ], [ 3380, 3537 ], [ 3538, 3650 ], [ 3651, 3760 ], [ 3761, 3889 ], [ 3890, 3982 ], [ 3983, 4131 ], [ 4131, 4143 ], [ 4143, 4266 ], [ 4266, 4357 ], [ 4357, 4476 ], [ 4476, 4477 ], [ 4478, 4727 ], [ 4727, 4919 ], [ 4919, 5109 ], [ 5110, 5124 ], [ 5124, 5396 ], [ 5397, 5436 ], [ 5436, 5953 ], [ 5953, 6260 ], [ 6261, 6295 ], [ 6295, 7203 ], [ 7204, 7614 ], [ 7615, 7639 ], [ 7639, 7912 ], [ 7912, 8299 ], [ 8300, 8316 ], [ 8316, 8435 ], [ 8436, 8446 ], [ 8446, 8773 ], [ 8774, 8839 ], [ 8839, 8990 ], [ 8990, 9170 ], [ 9170, 9409 ], [ 9410, 9427 ], [ 9427, 9533 ], [ 9534, 9554 ], [ 9554, 9759 ], [ 9759, 9871 ], [ 9871, 9961 ], [ 9962, 9980 ], [ 9980, 10275 ], [ 10276, 10288 ], [ 10288, 10475 ], [ 10476, 10505 ], [ 10505, 10589 ], [ 10589, 10740 ], [ 10741, 10754 ], [ 10754, 10833 ], [ 10833, 10849 ], [ 10849, 10945 ], [ 10945, 11022 ], [ 11023, 11069 ], [ 11069, 11253 ], [ 11254, 11268 ], [ 11268, 11449 ], [ 11450, 11571 ], [ 11572, 11587 ], [ 11588, 11599 ], [ 11600, 11623 ], [ 11624, 11633 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 19 ] }, "nda-16": { "choice": "Entailment", "spans": [ 41 ] }, "nda-15": { "choice": "Entailment", "spans": [ 39, 54, 55 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 10 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 52 ] }, "nda-12": { "choice": "Entailment", "spans": [ 22, 27 ] }, "nda-20": { "choice": "Entailment", "spans": [ 42 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 17 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 22, 24 ] }, "nda-5": { "choice": "Entailment", "spans": [ 17 ] }, "nda-4": { "choice": "Entailment", "spans": [ 14 ] } } } ], "document_type": "search-pdf", "url": "https://www.whkbiosystems.com/wp-content/uploads/2019/04/TSE-TSE-OK-WHK-Mutual-NDA-Fill-in-Blanks-4-29-2019.pdf" }, { "id": 352, "file_name": "TabunKitchenInvestments-NDA.pdf", "text": "MUTUAL NON-DISCLOSURE & NON-CIRCUMVENTION AGREEMENT\nDATE:\nTHIS NON-DISCLOSURE & NON-CIRUMVENTION AGREEMENT (the \u201cAgreement\u201d) is made by and between\nPARTY 1: Tabun Kitchen of 151 Copse Hill, London, SW20 0SU\nPARTY 2:\nand binding on directors and shareholders under the laws of England & Wales (hereinafter \u201cthe parties\u201d).\nBackground\nThis Agreement shall cover all business discussions between parties relating to introduction of potential funders, joint venture partners, banks etc to Party 1. However, this Agreement shall apply to all business relations and projects between Party 1 and Party 2.\nAgreement\nNOW, THEREFORE, the Parties intending to be legally bound, hereby agree as follows:\n1. Definition of Confidential Information. Subject to paragraph 3 below, the term \u201cConfidential Information\u201d shall mean any and all materials or information not in the public domain that either party receives or acquires from the other party in connection with any activities related thereto, and whether disclosed or made available prior to the date of this agreement and whether in writing, electronically, orally, visually or otherwise and any notes, summaries or other materials in whatever medium or format (\u201cNotes\u201d) created by the Receiving Party and derived from such information or materials. Confidential Information includes, without limitation, (i) software, utilities, solutions, designs, techniques, methods, methodologies, tools, processes, templates, data and any information related thereto, existing or contemplated products or services, specifications and plans, (ii) forecasts, business plans, strategies, and financial statements, records and information, (iii) customer lists or requirements, and (iv) other business or technical information or trade secrets. The provisions of this Agreement shall apply to any Confidential Information that a Receiving Party receives or becomes privy to in connection with this Agreement, on or after the Effective Date of this Agreement.\n2. Non-Disclosure; Use Restrictions. The Parties anticipate that in connection with, any of the Parties may receive or become privy to the Confidential Information of the other Parties. A Receiving Party agrees, acknowledges and undertakes to (i) hold the Confidential Information of the Disclosing Party in strictest confidence, and subject to the terms of this Agreement, not to disclose Confidential Information to any third party unless it is a regulated investment body, solicitor, accountant or private investors known to the Party. Such information shall be shared freely. Where the Party does not know the intended third party then the Party shall ask for prior written consent of the Disclosing Party (which may be given on such terms as the Disclosing Party considers appropriate), (ii) not to use the Confidential Information for any purpose (including but not limited to any competitive or commercial purpose) other than in relation to the PR activities as contemplated under any other written agreement between the parties which references this Agreement, and (iii) protect such Confidential Information by using the same degree of care as it uses to protect its own highly Confidential Information of similar value and sensitivity, but not less than reasonable care.\n3. Exceptions. Notwithstanding the provisions of this Agreement, the obligations and restrictions set forth herein regarding Confidential Information shall not apply to information that the Receiving Party can establish\n(i) is or becomes publicly available other than as a result of a breach of this Agreement by the Receiving Party,\n(ii) is lawfully received from a third party which is, to the reasonable knowledge and belief of the Receiving Party, not under any obligation of confidentiality for the benefit of the Disclosing Party,\n(iii) was either in the possession of or known to the Receiving Party at the time of disclosure without any limitation on use or disclosure for the benefit of the Receiving Party, or\n(iv) is independently developed by the Receiving Party without the use, reference to or benefit of the Disclosing Party\u2019s Confidential Information.\n4. Disclosures Required by Law or Regulation. A Receiving Party shall not be restricted from disclosing Confidential Information of the Disclosing Party or any Notes as required pursuant to any law, regulation or judicial or governmental order, or request of a regulatory or self-regulatory entity having examination authority over Receiving Party or a member of its Group, provided that Receiving Party will disclose only such information as it believes is required to comply with the order or request and, in the case of a court order or subpoena and to the extent legally permitted, the Receiving Party shall promptly notify the Disclosing Party and shall if reasonably practicable, cooperate with the Disclosing Party, at the Disclosing Party\u2019s expense, so that the Disclosing Party take appropriate remedies or other appropriate protection.\n5. Ownership; No License. All materials and Confidential Information shall remain the exclusive property of the Disclosing Party. Except as expressly provided herein or under a separate written agreement between the parties that references this Agreement, either party shall not be obligated to grant, convey or transfer to the other any interest, license or other right, or under its Confidential Information or any patent, copyright, trade secret, trademark or other intellectual property right.\n6. Return of Confidential Information. Upon the earlier of (i) the completion or (ii) the Disclosing Party\u2019s written request, the Receiving Party shall promptly return or destroy all Confidential Information disclosed or made available by the Disclosing Party, in any form and including, all Notes, save to the extent that regulation, applicable rule, law or record retention policy requires retention of such material. Upon request, the Receiving Party shall certify in writing that it has returned or destroyed all Confidential Information in accordance with this paragraph 6, disclosed or made available by the Disclosing Party.\n7. No Warranty; Obligations. No representations, warranties or other assurances are given by the either party with respect to the completeness or accuracy of any information or materials provided to the other party. Except for the obligations of the parties specifically set forth in this Agreement,\n8. Duration. The obligations undertaken by each party under this Agreement will be continuing and in particular shall survive termination of any discussions or negotiations between the parties regarding the funding activities following written notice from one party to the other party expressly terminating this Agreement.\n9. Governing Law; Remedies. This Agreement, including, without limitation, the performance and enforceability hereof, shall be governed by and construed in accordance with the laws of England & Wales. Each Receiving Party acknowledges that a violation of this Agreement by the Receiving Party may cause irreparable harm to the Disclosing Party and that the Disclosing Party may have no adequate remedy at law. Accordingly, each party agrees that the Disclosing Party shall have the right, in addition to any other rights and remedies it may have, at law, in equity or otherwise, to seek injunctive relief or similar such orders in any court of competent jurisdiction directing or prohibiting certain acts which may be necessary to protect the Confidential Information and the Disclosing Party. This Clause 9 shall not apply for the mere evaluation of non-patented, non-copyrighted information such as Business Plans, Business Proposals etc that have no quantifiable valuation nor unique intellectual value. This Clause 9 shall apply to valuable contacts introduced by either Party with regards to investors, bankers, financiers and other professionals.\n10. Miscellaneous. This Agreement contains the entire understanding and agreement of the parties relating to the subject matter hereof. No provision of this Agreement may be amended, modified or waived except in writing signed by the party sought to be bound. No custom or course of dealing shall cause a modification of this Agreement. The paragraph headings used herein are for convenience of reference only and will not affect the interpretation or construction of this Agreement. The failure of any party to enforce any provision of this Agreement shall not constitute a waiver of any rights or remedies available to such party or its right to subsequently enforce such provision or any other provision of this Agreement. Each party is responsible for their own costs and expenses in relation to fulfilling the aim and intention of this agreement and any meetings arising thereof.\n11. Non-Circumvention and Non-Competition\n11.12. No Party to this Agreement may directly or indirectly circumvent, compete with, interfere with, avoid, by-pass or obviate the interests of, or cause, support, or entice any other person(s) to circumvent, compete with, interfere with, avoid, by-pass or obviate the interests of, the other Party to this Agreement by entering into any arrangement with persons or entities introduced to that Party by the other Party in connection with the Opportunity, without first obtaining the written consent of the other Party.\n11.13. Clause 11.1 shall apply to all ventures, projects, and collaborations between the Parties.\n11.14. All parties agree to work in the spirit of cooperation. Neither party shall compete with the other for introductions made and respect each other\u2019s contacts.\nThis Agreement shall be binding upon the parties and their respective successors.\nIN WITNESS WHEREOF, this Agreement shall become effective on the date of signing by the three Parties.\nPARTY 1\nBy\nName: Hanan Kattan\nTitle: Director\nDate: 29th May 18\nPARTY 2\nBy (signature)\nName:\nTitle:\nDate:\n", "spans": [ [ 0, 51 ], [ 52, 57 ], [ 58, 147 ], [ 148, 206 ], [ 207, 215 ], [ 216, 320 ], [ 321, 331 ], [ 332, 493 ], [ 493, 596 ], [ 597, 606 ], [ 607, 690 ], [ 691, 734 ], [ 734, 1292 ], [ 1292, 1347 ], [ 1347, 1572 ], [ 1572, 1667 ], [ 1667, 1709 ], [ 1709, 1772 ], [ 1772, 1985 ], [ 1986, 2023 ], [ 2023, 2172 ], [ 2172, 2229 ], [ 2229, 2525 ], [ 2525, 2566 ], [ 2566, 2778 ], [ 2778, 3059 ], [ 3059, 3266 ], [ 3267, 3282 ], [ 3282, 3486 ], [ 3487, 3600 ], [ 3601, 3803 ], [ 3804, 3986 ], [ 3987, 4134 ], [ 4135, 4150 ], [ 4150, 4181 ], [ 4181, 4980 ], [ 4981, 5007 ], [ 5007, 5111 ], [ 5111, 5478 ], [ 5479, 5518 ], [ 5518, 5538 ], [ 5538, 5560 ], [ 5560, 5899 ], [ 5899, 6110 ], [ 6111, 6140 ], [ 6140, 6327 ], [ 6327, 6410 ], [ 6411, 6424 ], [ 6424, 6733 ], [ 6734, 6762 ], [ 6762, 6935 ], [ 6935, 7144 ], [ 7144, 7528 ], [ 7528, 7741 ], [ 7741, 7886 ], [ 7887, 7906 ], [ 7906, 8023 ], [ 8023, 8147 ], [ 8147, 8224 ], [ 8224, 8371 ], [ 8371, 8613 ], [ 8613, 8771 ], [ 8772, 8813 ], [ 8814, 9334 ], [ 9335, 9432 ], [ 9433, 9496 ], [ 9496, 9596 ], [ 9597, 9678 ], [ 9679, 9781 ], [ 9782, 9789 ], [ 9790, 9792 ], [ 9793, 9811 ], [ 9812, 9827 ], [ 9828, 9845 ], [ 9846, 9853 ], [ 9854, 9868 ], [ 9869, 9874 ], [ 9875, 9881 ], [ 9882, 9887 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 40, 41, 42 ] }, "nda-15": { "choice": "Entailment", "spans": [ 37, 38 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 13, 15, 16, 17 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 48 ] }, "nda-12": { "choice": "Entailment", "spans": [ 28, 32 ] }, "nda-20": { "choice": "Entailment", "spans": [ 40, 41, 42 ] }, "nda-3": { "choice": "Entailment", "spans": [ 12 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 21, 22 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 35 ] }, "nda-13": { "choice": "Entailment", "spans": [ 21, 28, 30 ] }, "nda-5": { "choice": "Entailment", "spans": [ 21, 22 ] }, "nda-4": { "choice": "Entailment", "spans": [ 21, 25 ] } } } ], "document_type": "search-pdf", "url": "http://tabunkitchen.com/wp-content/uploads/2018/06/TabunKitchenInvestments-NDA.pdf" }, { "id": 353, "file_name": "Tazza-CAFFE-Confidentiality-Agreement.pdf", "text": "Confidentiality Agreement\nCONFIDENTIALITY AGREEMENT\nThe present Agreement was reached on _________, 201___\nBETWEEN: INVESTISSEMENTS P. A. INC., company duly incorporated under the Business Corporations Act of New Brunswick and whose head office is located at 613-3 Chemin Truite, Rivi\u00e8re-\u00e0-la-Truite (Trout Stream), Gloucester County, New Brunswick (hereafter \u201cthe Franchisor\u201d);\n- and -\n_______________________, of __________________, Province of N e w B r u n s w i c k ; _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ , o f ____________________, Province of New Brunswick, and ____________________, of _____________________, Province of New Brunswick (hereafter \u201cthe potential Franchisee\u201d);\nCONSIDERING THAT the Franchisor, having invested time, effort, and money, has developed a unique and distinct system which they own and the aim of which is to establish and operate caf\u00e9/bistro-style restaurants with drive-thru service under the name \u201cTazza Caffe\u201d (hereafter \u201cthe Franchise\u201d);\nCONSIDERING THAT the potential Franchisee is initiating discussions with the Franchisor regarding the possibility of reaching a Franchise Agreement;\nCONSIDERING THAT, during these discussions, the potential Franchisee may acquire information considered confidential, non-public, or exclusive in nature;\nCONSIDERING THAT the potential Franchisee recognizes that the Franchisor is asking them to refrain from discussing the Franchise project and from disclosing any information (be it by written, oral, or electronic channels) to a third party (as described below), even if the information is known to the general public, since discussions between the potential Franchisee and a third party could jeopardize or be detrimental to the Franchisor\u2019s interests;\nCONSIDERING THAT the potential Franchisee has received information\u2014financial, operational, and other\u2014concerning the Franchisor, including confidential, non-public information. This information has been requested by the potential Franchisee so that they may evaluate a potential transaction with the Franchisor. It is recognized that, in the event that the potential Agreement is reached, it is in the Franchisor\u2019s best interest to make the confidential information available to the potential Franchisee so that the latter may evaluate any transaction.\nAS A RESULT, THE PRESENT AGREEMENT ATTESTS THAT, in light of the above and considering the Agreements and obligations described below, as well as considering the payment of a nominal fee of 1 dollar ($ 1.00) by the Franchisor to the potential Franchisee (the reception and validity of which are recognized by the present Agreement), the involved parties mutually agree to the following:\n1. Definitions:\nIn this document, the following terms will have the following definitions:\n(a) \u201cThird person\u201d includes, but is not limited to, any person, company, association, organization, union, corporation, and any other entity or individual;\n(b) \u201cConfidential information\u201d refers to and encompasses any information acquired or received by the potential Franchisee from or concerning the Franchisor, including, without limiting the generality of the foregoing:\ni. any information concerning the Franchise, even if this information is known or available to the general public;\nii. any information or data concerning the Franchise and the Franchisor;\niii. any financial information concerning the Franchise and the Franchisor;\niv. the present confidentiality Agreement.\n2. Non-disclosure:\nThe potential Franchisee recognizes that any confidential information could be used to the detriment of the Franchisor and the Franchise, and that the Franchisee disclosing any confidential information could cause irreparable damage to the Franchisor and the Franchise. The potential Franchisee hereby agrees to respect unconditionally the confidential nature of all confidential information and to never disclose or communicate any confidential information to a third party, be it directly or indirectly, or knowingly use this information for any purpose whatsoever, except with the Franchisor\u2019s written consent. Furthermore, the potential Franchisee agrees to not discuss or communicate any aspect whatsoever of the confidential information, be it directly or indirectly, to any agent, director, employee, or any other representative EXCEPT if these individuals (i) have been informed of the confidential nature of the information and (ii) have duly completed and signed the certificate presented in Annex \u201cA\u201d. The potential Franchisee will be held accountable for any violation of this Agreement committed by their directors, agents, employees, representatives, and other professional representatives.\n3. Necessary measures:\nThe potential Franchisee agrees to take the necessary measures to ensure that the provisions of the present Agreement are respected to the same or greater degree that they would reasonably expect the confidentiality of their own information of the same nature to be respected.\n4. Return of confidential information:\nAll documents, letters, reports, protocols, notes, journals, drawings, plans, maps, sketches, spreadsheets, data, and any other written material, correspondence, archive, or e-mail (including any electronic material) containing confidential information, as well as any copies of these materials, must be returned by the potential Franchisee upon written request to do so from the Franchisor or at any time at the Franchisor\u2019s discretion. Any copies of the materials that may have been made must be destroyed (subject to applicable laws and in consideration of requirements for internal auditing, in which case the provisions of the present Agreement will continue to be applied to the confidential information which remains to be processed) in compliance with the procedure determined by the Franchisor concerning the destruction of similar confidential material.\n5. Claim for injunction:\nThe potential Franchisee agrees that, in the event of a real or possible violation of any provision of the present Agreement by the Franchisee, the Franchisor has the right to seek an injunction in order to stop or prevent any violation of the present Agreement by the potential Franchisee, as well as the right to pursue without restriction any duty, right, or recourse legally available to the Franchisor.\n6. Severability:\nIf any condition, term, or provision of the present Agreement is deemed void, invalid, or unenforceable, in whole or in part, that condition, term, or provision will be considered dissociated from the conditions, terms, provisions, and valid sections of the present Agreement. The severability of this condition, term, or provision will in no way impact the validity of any other condition, term, or provision of the present Agreement, which will remain in full force and effect.\n7. License of rights:\nAll parties agree that the present Agreement is in no way transferable or assignable by the potential Franchisee, except with the Franchisor\u2019s written consent.\n8. Applicable law:\nThe present Agreement shall remain subject to the laws of the province of New Brunswick, the courts of the province of New Brunswick having sole jurisdiction in respect of any action or proceeding arising out of the present Agreement.\n9. Application:\nThis Agreement shall ensure to the benefit of, and be binding upon, the parties hereto and their respective successors and permitted assigns.\nIN WITNESS WHEREOF the parties hereto have duly signed and executed this Agreement on the first date indicated above.\nINVESTISSEMENTS P. A. INC.\nBy: _________________________________\nRonald Losier, President\nSIGNED, COUNTERSIGNED, AND DELIVERED )\n in the presence of: )\n) And:\n)\n)\n)\n______________________________ ) _________________________________\n) ,\n)\n)\n______________________________ ) _________________________________\n) ,\n)\n)\n) _________________________________\n)\nAnnex \u201cA\u201d\n I, undersigned, _______________________, employee or associate of the Franchise, in return for a nominal amount of 1 dollar ($ 1.00) which has been paid to me by the Franchisee, hereby recognize and confirm that I am aware of the terms and conditions of the confidentiality Agreement between ___________________, _________________, and __________________, and the Franchisor signed on ________________, 20___, and I hereby agree that I must comply with the terms and conditions presented in said Agreement.\nDated this ______ day of ____________, 20___.\n__________________________\n", "spans": [ [ 0, 25 ], [ 26, 51 ], [ 52, 106 ], [ 107, 378 ], [ 379, 386 ], [ 387, 415 ], [ 415, 435 ], [ 435, 529 ], [ 529, 607 ], [ 607, 630 ], [ 630, 695 ], [ 696, 988 ], [ 989, 1001 ], [ 1001, 1137 ], [ 1138, 1291 ], [ 1292, 1304 ], [ 1304, 1743 ], [ 1744, 1756 ], [ 1756, 1920 ], [ 1920, 2055 ], [ 2055, 2295 ], [ 2296, 2682 ], [ 2683, 2698 ], [ 2699, 2773 ], [ 2774, 2929 ], [ 2930, 3147 ], [ 3148, 3262 ], [ 3263, 3335 ], [ 3336, 3411 ], [ 3412, 3454 ], [ 3455, 3473 ], [ 3474, 3744 ], [ 3744, 4088 ], [ 4088, 4338 ], [ 4338, 4411 ], [ 4411, 4487 ], [ 4487, 4678 ], [ 4679, 4701 ], [ 4702, 4978 ], [ 4979, 5017 ], [ 5018, 5456 ], [ 5456, 5881 ], [ 5882, 5906 ], [ 5907, 6314 ], [ 6315, 6331 ], [ 6332, 6609 ], [ 6609, 6811 ], [ 6812, 6833 ], [ 6834, 6993 ], [ 6994, 7012 ], [ 7013, 7247 ], [ 7248, 7263 ], [ 7264, 7405 ], [ 7406, 7523 ], [ 7524, 7540 ], [ 7540, 7550 ], [ 7551, 7555 ], [ 7555, 7588 ], [ 7589, 7613 ], [ 7614, 7651 ], [ 7651, 7652 ], [ 7653, 7654 ], [ 7654, 7674 ], [ 7674, 7675 ], [ 7676, 7682 ], [ 7683, 7684 ], [ 7685, 7686 ], [ 7687, 7688 ], [ 7689, 7720 ], [ 7720, 7755 ], [ 7756, 7759 ], [ 7760, 7761 ], [ 7762, 7763 ], [ 7764, 7795 ], [ 7795, 7830 ], [ 7831, 7834 ], [ 7835, 7836 ], [ 7837, 7838 ], [ 7839, 7874 ], [ 7875, 7876 ], [ 7877, 7886 ], [ 7887, 7888 ], [ 7888, 8180 ], [ 8180, 8201 ], [ 8201, 8394 ], [ 8395, 8420 ], [ 8420, 8440 ], [ 8441, 8467 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 25, 29 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 25, 28, 40 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 41 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Entailment", "spans": [ 41 ] }, "nda-3": { "choice": "Entailment", "spans": [ 15, 16 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 33, 34, 35 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 33, 34, 35 ] }, "nda-4": { "choice": "Entailment", "spans": [ 32 ] } } } ], "document_type": "search-pdf", "url": "http://tazzacaffe.ca/documents/franchise-documents-en/Tazza-CAFFE-Confidentiality-Agreement.pdf" }, { "id": 355, "file_name": "Template-NDA.pdf", "text": "MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this \u201cAgreement\u201d) is dated as of [ , 20 ] by and between Foundation for Cognitive Therapy and Research d/b/a Beck Institute for Cognitive Behavior Therapy, a Pennsylvania nonprofit corporation having a mailing address of 1 Belmont Avenue, Suite 700, Bala Cynwyd, PA 19004 (the \u201cCompany\u201d), and [_______________], a [_______________] [_______________] having a mailing address of [_______________] (together with its subsidiaries and affiliates, collectively, the \u201cProspective Partner\u201d) (with each of the Company and the Prospective Partner being a \u201cParty\u201d and collectively, the \u201cParties).\nWHEREAS, in connection with the consideration and/or negotiation of a possible business relationship, agreement or transaction between the Parties (each, a \u201cPossible Transaction\u201d), each of the Parties (each a \u201cDisclosing Party\u201d) is prepared to make available to the other Party (the \u201cReceiving Party\u201d) certain information concerning non-public, confidential or proprietary information regarding the business, financial condition, operations, assets and liabilities of the Disclosing Party; and\nWHEREAS, as a condition to such information being furnished to the Receiving Party and its directors, managers, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, \u201cRepresentatives\u201d), the Receiving Party agrees to treat any information concerning the Disclosing Party (whether prepared by the Disclosing Party, its Representatives or otherwise and irrespective of the form of communication) that has been or, in the future, is furnished to the Receiving Party or to its Representatives by or on behalf of the Disclosing Party in connection with the Possible Transaction (herein collectively referred to as the \u201cConfidential Information\u201d) in accordance with the provisions of this Agreement and to take or abstain from taking certain other actions hereinafter set forth.\nNOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Parties, intending to be legally bound, hereby agrees as follows:\nSection 1. Definition of Confidential Information.\n(a) The term \u201cConfidential Information\u201d also shall be deemed to include (i) any and all information concerning the Disclosing Party which has been or, in the future, is furnished by the Disclosing Party or any of its Representatives to the Receiving Party or any of its Representatives, orally or in writing (whatever the form or storage medium), including, without limitation, information concerning the Disclosing Party\u2019s business, operations, markets, products, services, designs, documentation, technical data or other proprietary information relating to actual, planned or possible products or services, trade secrets, events, processes, inventions (whether or not patentable), computer software and programs (in object or source code form), databases, original works of authorship, confidential knowledge, know-how, ideas, research and development, financial information, results of operations, projections, strategies, marketing information, contracts, employee information, business plans or other subject matter pertaining to the Disclosing Party and/or information regarding actual, planned or possible customers, clients, consultants, contractors, advertisers, licensees, distributors, retailers and other business associates of the Disclosing Party and/or their respective businesses, operations, activities or plans, and (ii) any and all notes, analyses, compilations, studies, interpretations or other documents prepared by the Receiving Party or its Representatives which contain, reflect or are based upon, in whole or in part, the Confidential Information described in clause (i).\n(b) The term \u201cConfidential Information\u201d does not include information which (i) is common knowledge with respect to companies operating in the industry in which the Disclosing Party conducts its business, (ii) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party or its Representatives to the public or any third party in violation of this Agreement, (iii) was rightfully within the Receiving Party\u2019s or its Representatives\u2019 possession prior to its being furnished to the Receiving Party by or on behalf of the Disclosing Party (as reasonably demonstrated by written evidence with respect thereto), provided that the source of such information was not known by the Receiving Party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect to such information, (iv) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives, provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect to such information, (v) is independently developed by the Receiving Party or its Representatives without use of or reference to the Confidential Information or (vi) is required or requested to be disclosed by the Receiving Party by a governmental agency or law or other regulatory body as provided in Section 3(b), so long as the Receiving Party complies with the requirements of such section.\nSection 2. Use of Confidential Information. The Receiving Party hereby agrees that the Receiving Party and its Representatives shall (a) use the Confidential Information solely for the purpose of evaluating a Possible Transaction between the Disclosing Party and the Receiving Party, (b) hold the Confidential Information of the Disclosing Party in trust and keep it confidential, (c) use the same means they use to protect their own confidential information, but in any event not less than reasonable means, to prevent the disclosure by them and any of their Representatives of the Confidential Information communicated to them by the Disclosing Party and its Representatives, and (d) not copy or reproduce, or permit to be copied or reproduced, in any way, any part of the Confidential Information of the Disclosing Party except in accordance with and for the purposes set forth in this Agreement. The Receiving Party hereby agrees that the Receiving Party and its Representatives will not disclose any of the Confidential Information in any manner whatsoever; provided, that any of such information may be disclosed by the Receiving Party to its Representatives who have a legitimate need to know such information for the sole purpose of evaluating a Possible Transaction with the Disclosing Party and who agree to keep such information confidential. In any event, the Receiving Party shall be responsible for any breach of this Agreement by any of its Representatives, and each Party agrees, at its sole expense, to take commercially reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential Information of the Disclosing Party.\nSection 3. Confidentiality.\n(a) Each of the Parties agrees that, without the prior written consent of the other Party, it and its Representatives will not disclose to any other person the fact that the Confidential Information has been made available to it, that discussions or negotiations are taking place concerning a Possible Transaction involving the Parties or any of the terms, conditions or other facts with respect thereto (including the status thereof), provided that the Parties may make such disclosure if required by law or the rules of any securities exchange or market. The term \u201cperson\u201d as used in this Agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity.\n(b) In the event that the Receiving Party or any of its Representatives is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information, the Receiving Party shall use reasonable efforts to provide the Disclosing Party with prompt written notice of any such request or requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Disclosing Party, the Receiving Party or any of its Representatives is nonetheless, based on the advice of counsel, required to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Receiving Party or its Representatives may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information that such counsel advises the Receiving Party is legally required to disclose, provided that the Receiving Party exercises its reasonable efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the Disclosing Party (at the Disclosing Party\u2019s expense) to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal.\nSection 4. Ownership of Confidential Information; No Further Rights. The Confidential Information shall at all times be the applicable Disclosing Party\u2019s sole and exclusive property, notwithstanding disclosure thereof to the Receiving Party pursuant to the terms of this Agreement. Nothing contained in this Agreement shall be construed to (a) grant or confer upon the Receiving Party any right, by license or otherwise, to make, or permit others to make, any use whatsoever of the Confidential Information of the Disclosing Party other than as expressly contemplated by this Agreement or by any other written agreement executed after the date hereof, or (b) constitute a commitment by the Receiving Party to enter into any contractual arrangement beyond that expressly set forth herein.\nSection 5. Return of Confidential Information; Ownership. If either Party to this Agreement decides that it does not wish to proceed with a Possible Transaction with the other Party, such Party shall promptly inform the other Party of that decision. In that case, or at any time upon the request of the Disclosing Party for any reason, the Receiving Party shall promptly deliver to the Disclosing Party all Confidential Information (and all copies thereof) furnished to the Receiving Party or its Representatives by or on behalf of the Disclosing Party and shall continue to maintain the confidentiality of all other Confidential Information prepared by the Receiving Party or its Representatives under the terms of this Agreement. Upon request by the Disclosing Party, the Receiving Party shall confirm in writing that it has returned or destroyed all Confidential Information (or continues to maintain the confidentiality of that Confidential Information prepared by the Receiving Party or its Representatives) and all copies thereof, in its possession. Notwithstanding the foregoing, the Receiving Party and its Representatives may retain copies of Confidential Information stored in standard archival or computer back-up systems or retained pursuant to such Person\u2019s normal document retention practices, for litigation and regulatory purposes or to the extent required by applicable law, provided that all such information retained by the Receiving Party or its Representatives shall continue to be held subject to the terms and conditions of this Agreement. All Confidential Information shall remain at all times the sole and exclusive property of the Disclosing Party and the Receiving Party shall acquire no rights in or to such Confidential Information by reason of its disclosure hereunder.\nSection 6. No Warranties. The Receiving Party understands and acknowledges that neither the Disclosing Party nor any of its Representatives (including, without limitation, any of the Disclosing Party\u2019s directors, managers, officers, partners, members, shareholders, employees and agents) makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor any of its Representatives shall have any liability to the Receiving Party or to any of its Representatives relating to or resulting from the use of the Confidential Information or any errors therein or omissions therefrom. Only those representations or warranties that are made in a final written definitive agreement governing any Possible Transaction contemplated hereby, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, shall have any legal effect.\nSection 7. Communications to Disclosing Party; Notification. The Receiving Party agrees not to initiate or maintain contact (except for those contacts made in the ordinary course of business) with any officer, director, manager, partner, member, shareholder, employee or agent of the Disclosing Party regarding its business, operations, prospects or finances, except with the express permission of the Representative(s) of the Disclosing Party identified in Section 10. It is understood that the Representative(s) of the Disclosing Party identified in Section 10 will arrange for appropriate contacts for due diligence purposes. Each Party agrees to give the other Party prompt notice of any violation of this Agreement, including, without limitation, any unauthorized disclosure or use of the other Party\u2019s Confidential Information.\nSection 8. No Agreement. Each of the Parties to this Agreement understands and agrees that no contract or agreement providing for any Possible Transaction involving the Parties shall be deemed to exist between the parties unless and until a final written definitive agreement has been executed and delivered, and each of the Parties to this Agreement hereby waive in advance any claims (including, without limitation, breach of contract) in connection with any Possible Transaction involving such Party unless and until the Parties shall have entered into a final written definitive agreement. Each of the Parties to this Agreement further acknowledges and agrees that the other Party shall have the right to terminate discussions and negotiations with the other party at any time. Neither this section nor any other provision in this Agreement may be waived or amended except by written consent of both of the Parties to this Agreement, which consent shall specifically refer to this section (or such provision) and explicitly make such waiver or amendment.\nSection 9. Waiver. It is understood and agreed that no failure or delay by one Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\nSection 10. Notification. Unless otherwise agreed to by a disclosing Party, in writing, all (i) communications regarding any Possible Transaction, (ii) requests for additional information, (iii) arrangements for facility tours or management meetings and (iv) discussions or questions regarding procedures, shall be submitted (x) in the case of the Company, to Lisa Pote, Executive Director (telephone: 610-664-3020 x223 email: lpote@beckinstitute.org, or to such individual at the address for the Company set forth in the preamble of this Agreement, and (y) in the case of the Prospective Partner, to [_______________], [_______________] (telephone: [_______________], email: [_______________]), or to such individual at the address for the Prospective Partner set forth in the preamble of this Agreement, or to any of their respective designees whom one Party identifies to the other Party.\nSection 11. Remedies. It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement by a Party or any of its Representatives and that the other Party shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach (without the need to post any bond in connection therewith). Such remedies shall not be deemed to be the exclusive remedies for a breach by a Party of this Agreement but shall be in addition to all other remedies available at law or equity to such Party. Each Receiving Party shall indemnify and hold the Disclosing Party and its officers, directors, managers, shareholders, partners, members, employees, agents and representatives forever harmless from and against any and all losses actually sustained or incurred by the Disclosing Party relating to, resulting from or otherwise arising from a breach of this Agreement by the Receiving Party or the Receiving Party\u2019s Representatives.\nSection 12. Miscellaneous. This Agreement does not confer any rights or remedies upon any person or entity other than the Parties. This Agreement is for the benefit of each of the Parties to this Agreement and its directors, officers, stockholders, partners, members, owners, affiliates and agents and shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Each of the Parties to this Agreement also hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania and of the United States of America located therein for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each Party agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its address set forth herein shall be effective service of process for any action, suit or proceeding brought against either Party in any such court. This Agreement shall be binding on each Party and its successors and assigns. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party. Only a written instrument executed by the Parties may modify this Agreement. All of the provisions of this Agreement are intended to be distinct and severable. If any provision of this Agreement is or is declared to be invalid or unenforceable in any jurisdiction, it shall be ineffective in such jurisdiction only to the extent of such invalidity or unenforceability, and such invalidity or unenforceability shall not affect either the balance of such provision, to the extent it is not invalid or unenforceable, or the remaining provisions hereof, nor render invalid or unenforceable such provision in any other jurisdiction. If a Provider brings any legal action against a Recipient to enforce this Agreement, and the Provider is the prevailing party in such action, then the Provider will be entitled to recover from the Recipient its reasonable costs and attorneys\u2019 fees, including those incurred on any appeal.\nSection 13. Survival; Entire Agreement. The obligations of confidentiality set forth herein shall survive for a period of three (3) years from the date of disclosure. This Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof and supersedes any prior agreement between the parties concerning the subject matter herein.\n[Remainder of Page Intentionally Left Blank; Signature Page Follows]\nIN WITNESS WHEREOF, the undersigned have executed this Mutual Confidentiality and Non-Disclosure Agreement as of the date first written above.\nCOMPANY:\nFOUNDATION FOR COGNITIVE THERAPY\nAND RESEARCH (d/b/a Beck Institute for Cognitive Behavior Therapy)\nBy: ______________________________\nName:\nTitle:\nPROSPECTIVE PARTNER:\n[_______________]\nBy: ______________________________\nName:\n", "spans": [ [ 0, 51 ], [ 52, 442 ], [ 442, 697 ], [ 698, 1191 ], [ 1192, 2065 ], [ 2066, 2301 ], [ 2302, 2352 ], [ 2353, 2425 ], [ 2425, 3687 ], [ 3687, 3946 ], [ 3946, 3950 ], [ 3951, 4026 ], [ 4026, 4155 ], [ 4155, 4356 ], [ 4356, 4882 ], [ 4882, 5256 ], [ 5256, 5396 ], [ 5396, 5629 ], [ 5630, 5638 ], [ 5638, 5674 ], [ 5674, 5763 ], [ 5763, 5914 ], [ 5914, 6011 ], [ 6011, 6312 ], [ 6312, 6530 ], [ 6530, 6984 ], [ 6984, 7326 ], [ 7327, 7335 ], [ 7335, 7354 ], [ 7355, 7912 ], [ 7912, 8074 ], [ 8075, 8679 ], [ 8679, 9651 ], [ 9652, 9660 ], [ 9660, 9721 ], [ 9721, 9934 ], [ 9934, 9992 ], [ 9992, 10307 ], [ 10307, 10439 ], [ 10440, 10498 ], [ 10498, 10690 ], [ 10690, 11172 ], [ 11172, 11496 ], [ 11496, 12003 ], [ 12003, 12239 ], [ 12240, 12248 ], [ 12248, 12266 ], [ 12266, 12654 ], [ 12654, 12943 ], [ 12943, 13226 ], [ 13227, 13235 ], [ 13235, 13288 ], [ 13288, 13697 ], [ 13697, 13856 ], [ 13856, 14060 ], [ 14061, 14069 ], [ 14069, 14086 ], [ 14086, 14655 ], [ 14655, 14843 ], [ 14843, 15119 ], [ 15120, 15139 ], [ 15139, 15454 ], [ 15455, 15481 ], [ 15481, 15547 ], [ 15547, 15602 ], [ 15602, 15644 ], [ 15644, 15709 ], [ 15709, 15780 ], [ 15780, 16009 ], [ 16009, 16075 ], [ 16075, 16346 ], [ 16347, 16369 ], [ 16369, 16740 ], [ 16740, 16934 ], [ 16934, 17364 ], [ 17365, 17392 ], [ 17392, 17496 ], [ 17496, 17767 ], [ 17767, 18488 ], [ 18488, 18566 ], [ 18566, 18705 ], [ 18705, 18782 ], [ 18782, 18865 ], [ 18865, 19333 ], [ 19333, 19621 ], [ 19622, 19662 ], [ 19662, 19789 ], [ 19789, 19989 ], [ 19990, 20058 ], [ 20059, 20201 ], [ 20202, 20210 ], [ 20211, 20243 ], [ 20244, 20310 ], [ 20311, 20315 ], [ 20315, 20345 ], [ 20346, 20351 ], [ 20352, 20358 ], [ 20359, 20379 ], [ 20380, 20397 ], [ 20398, 20402 ], [ 20402, 20432 ], [ 20433, 20438 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 40, 41 ] }, "nda-15": { "choice": "Entailment", "spans": [ 35, 36, 37, 44 ] }, "nda-10": { "choice": "Entailment", "spans": [ 29 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 7, 8 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 43, 86 ] }, "nda-12": { "choice": "Entailment", "spans": [ 11, 12, 16 ] }, "nda-20": { "choice": "Entailment", "spans": [ 43 ] }, "nda-3": { "choice": "Entailment", "spans": [ 7, 8 ] }, "nda-18": { "choice": "Entailment", "spans": [ 52 ] }, "nda-7": { "choice": "Entailment", "spans": [ 4, 25, 47 ] }, "nda-17": { "choice": "Entailment", "spans": [ 20, 24 ] }, "nda-8": { "choice": "Entailment", "spans": [ 31 ] }, "nda-13": { "choice": "Entailment", "spans": [ 11, 12, 15 ] }, "nda-5": { "choice": "Entailment", "spans": [ 4, 25, 47 ] }, "nda-4": { "choice": "Entailment", "spans": [ 20, 21 ] } } } ], "document_type": "search-pdf", "url": "https://beckinstitute.org/wp-content/uploads/2019/01/Template-NDA.pdf" }, { "id": 356, "file_name": "Third-Party Non-Disclosure Agreement.pdf", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis agreement, made as of the last date set forth on the last page hereof (the \u201cEffective Date\u201d), by and between Ball State University (hereafter \u201cBall State University\u201d) and (hereafter \u201cVendor\u201d), and sets forth the terms and conditions of the disclosure and receipt of certain confidential information between the parties. The party disclosing Confidential Information, as herein defined, shall be referred to as the \u201cDiscloser\u201d and the party receiving such \u201cConfidential Information\u201d shall be referred to as the \u201cRecipient.\u201d The term \u201cConfidential Information\u201d shall refer to the confidential information disclosed by any party to this Agreement.\nThe parties signing this document agree as follows:\na. Confidential Information may include information that is disclosed to Recipient by Discloser in any manner, whether orally, visually or in tangible form (including without limitation, documents, devices and computer readable media) and all copies thereof.\nb. Tangible materials that disclose or embody Confidential Information shall be marked by Discloser as \u201cconfidential,\u201d \u201cproprietary\u201d or the substantial equivalent thereof. Confidential Information disclosed orally or visually shall be identified by Discloser as confidential at the time of disclosure and promptly thereafter identified as confidential in a written document provided to Recipient.\nc. Except as expressly permitted herein, for a period of three years from the effective date (Non-Disclosure Period), Recipient shall maintain in confidence and not disclose Confidential Information. Upon termination of this Agreement, Recipient\u2019s right to use Confidential Information, shall immediately terminate.\nd. Upon termination, or upon demand by Discloser at any time, or upon expiration of this Agreement, Recipient shall return promptly to Discloser or destroy, at Discloser\u2019s option, all tangible materials that disclose or embody Confidential Information; provided, however, that Recipient may retain one copy of Discloser\u2019s Confidential Information for archival purposes only.\ne. Recipient shall have the right to use Confidential Information solely for the purpose(s) specified within this agreement [\u201cPermitted Purpose(s)\u201d].\nf. Recipient shall disclose Confidential Information only to those of its employees who have a need to know such information for the Permitted Purpose(s).\ng. Confidential Information shall not include any information that recipient can demonstrate:\n1. was in Recipient\u2019s possession without confidentiality restriction prior to disclosure by Discloser hereunder;\n2. was generally known in the trade or business practiced by Discloser at the time of disclosure through no act of Recipient;\n3. has come into the possession of Recipient without confidentiality restrictions from a third party and such third party is under no obligation to Discloser to maintain the confidentiality of such information; or\n4. was developed by Recipient independently of and without reference to Confidential Information.\n5. If a particular portion or aspect of Confidential Information becomes subject to any of the foregoing exceptions, all other portions or aspects of such information shall remain subject to all of the provisions of this Agreement.\nh. Recipient agrees not to reproduce or copy by any means Confidential Information, except as reasonably required to accomplish the Permitted Purpose(s). The Confidential Information shall not be disclosed or revealed to anyone except employees of Recipient who have a need to know the information for evaluation in connection with the described Permitted Purpose(s) and who are aware of their obligations under this Agreement to maintain the Confidential Information as confidential.\ni. Recipient agrees to accept the Confidential Information and to employ all reasonable efforts to maintain the Confidential Information as confidential, such efforts to be no less than the degree of care employed by Recipient to preserve and safeguard its own confidential information; provided however, that such efforts shall not be less than a reasonable degree of care.\nj. Recipient shall not remove any proprietary rights legend from, and shall upon Discloser\u2019s reasonable request, add proprietary rights legends to, materials disclosing or embodying Confidential Information.\nk. Vendor acknowledges and agrees that Ball State University is a state agency subject to the provisions of the Indiana Open Records law, I.C. 5-14-et seq., and that disclosure of some or all of confidential information provided pursuant to this Agreement, and of the Agreement itself, may be compelled pursuant to that law. In the event that Recipient is required by the Indiana Open Records Act, or any other law, to disclose Discloser\u2019s Confidential Information, Recipient shall promptly notify Discloser, consult with Discloser regarding whether there are legitimate grounds to narrow or contest such disclosure, and only disclose that information that the University, in the opinion of legal counsel, is legally obligated to disclose.\nl. Discloser understands that Recipient develops and acquires technology for its own products and/or internal applications, and that existing or planned technology independently developed or acquired by Recipient may contain ideas and concepts similar or identical to those contained in Discloser\u2019s Confidential Information. Discloser agrees that entering this Agreement shall not preclude Recipient from developing or acquiring technology similar to Discloser\u2019s without obligations to Discloser, provided Recipient does not use the Confidential Information to develop such technology.\nm. Ball State University\u2019s Confidential Information will not be introduced in any future products marketed by the other party to this Agreement.\nn. Neither party has any obligation under or by virtue of this Agreement to purchase from or furnish to the other party any products or services, or to enter into any other agreement, including but not limited to, a development, consulting, purchasing or technology licensing agreement.\no. Other than as expressly specified herein, Discloser grants no license to Recipient under any copyrights, patents, trademarks, trade secrets or other proprietary rights to use or reproduce Confidential Information. Neither party shall use or cause to be published in any kind of media or communication the name, logo or other identifying information of any of the parties to this Agreement without the prior expressed written consent of the other party.\np. Notwithstanding any other provisions of this Agreement, Recipient agrees not to export, directly or indirectly, any United States (U.S.) source technical data acquired from Discloser or any products utilizing such data to any countries outside the U.S. if such export would be in violation of the United States Export Control Laws or Regulations then in effect.\nq. The interpretation, application, and enforcement of this Agreement shall be governed by the laws of the State of Indiana without reference to choice of law principles. Any claim, suit, or cause of action involving the interpretation, application, or enforcement of this Agreement shall be commenced in Delaware County Circuit Court in Muncie, Indiana.\nr. This Agreement expresses the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, commitment and understandings pertaining to the subject matter hereof. Any modifications of or changes to this Agreement shall be in writing and signed by both parties.\ns. Unless earlier terminated in accordance with the provisions hereof, this Agreement shall remain in full force and effect for the duration of the Non-Disclosure Period, whereupon it shall expire. Either party may terminate this Agreement at any time, without cause, effective immediately upon written notice of termination; however, in the event this Agreement is terminated prior to expiration of the Non-Disclosure Period, its provisions shall survive and remain in effect for the remainder of the Non-Disclosure Period, with respect to Confidential Information disclosed prior to the effective date of termination.\nPERMITTED PURPOSES\nThe Permitted Purpose with respect to Confidential Information disclosed to Ball State University shall be a presentation/discussion on:\nThe Permitted Purpose with respect to Confidential Information disclosed to Vendor shall be:\nCONFIDENTIAL INFORMATION\nBall State University identifies the following as its Confidential Information to be disclosed hereunder:\nVendor identifies the following as its Confidential Information to be disclosed hereunder:\nVendor Ball State University\nBy: By:\nTitle: Title:\nFirm: Dept:\nDate: Date:\nSignature: Signature:\n", "spans": [ [ 0, 31 ], [ 32, 357 ], [ 357, 560 ], [ 560, 681 ], [ 682, 733 ], [ 734, 992 ], [ 993, 1165 ], [ 1165, 1389 ], [ 1390, 1590 ], [ 1590, 1705 ], [ 1706, 2080 ], [ 2081, 2230 ], [ 2231, 2385 ], [ 2386, 2479 ], [ 2480, 2592 ], [ 2593, 2718 ], [ 2719, 2932 ], [ 2933, 3030 ], [ 3031, 3262 ], [ 3263, 3417 ], [ 3417, 3747 ], [ 3748, 4122 ], [ 4123, 4330 ], [ 4331, 4656 ], [ 4656, 5070 ], [ 5071, 5396 ], [ 5396, 5656 ], [ 5657, 5801 ], [ 5802, 6088 ], [ 6089, 6134 ], [ 6134, 6306 ], [ 6306, 6544 ], [ 6545, 6909 ], [ 6910, 7081 ], [ 7081, 7264 ], [ 7265, 7513 ], [ 7513, 7610 ], [ 7611, 7809 ], [ 7809, 8230 ], [ 8231, 8249 ], [ 8250, 8386 ], [ 8387, 8479 ], [ 8480, 8504 ], [ 8505, 8610 ], [ 8611, 8701 ], [ 8702, 8730 ], [ 8731, 8738 ], [ 8739, 8752 ], [ 8753, 8764 ], [ 8765, 8776 ], [ 8777, 8798 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 10 ] }, "nda-15": { "choice": "Entailment", "spans": [ 29, 30 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 6, 7 ] }, "nda-19": { "choice": "Entailment", "spans": [ 38 ] }, "nda-12": { "choice": "Entailment", "spans": [ 13, 17, 25, 26 ] }, "nda-20": { "choice": "Entailment", "spans": [ 10 ] }, "nda-3": { "choice": "Entailment", "spans": [ 5, 7 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 12, 20 ] }, "nda-17": { "choice": "Entailment", "spans": [ 19 ] }, "nda-8": { "choice": "Entailment", "spans": [ 24 ] }, "nda-13": { "choice": "Entailment", "spans": [ 13, 16, 25, 26 ] }, "nda-5": { "choice": "Entailment", "spans": [ 12, 20 ] }, "nda-4": { "choice": "Entailment", "spans": [ 11 ] } } } ], "document_type": "search-pdf", "url": "https://cms.bsu.edu/-/media/WWW/DepartmentalContent/SecurityServices/Policies%20and%20Procedures%202012/Third-Party%20Non-Disclosure%20Agreement.pdf" }, { "id": 358, "file_name": "US-Non-Disclosure-Agreement.pdf", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement (this \u201cAgreement\u201d) is entered into as of this ______ day of ________________ 20____ (\u201cEffective Date\u201d), by and between Snap Surveys NH, Inc. of 210 Commerce Way, Suite 200, Portsmouth, New Hampshire 03801 and ____________________________________ with offices located at _______________________________________________________________ (each a \u201cParty\u201d, and collectively the \u201cParties\u201d).\nThe Parties wish to explore a business opportunity of mutual interest (the \u201cProposed Transaction\u201d) which includes the exchange of certain information and materials.\nIn consideration of the disclosure of such information and materials by the Parties, each Party agrees as follows:\n\u201cConfidential Information\u201d means technical and non-technical information, data, software, records, customer information, financial information, practices, processes, methods, techniques, trade secrets, products, and/or research and any other item that (a) is of a confidential nature, (b) would reasonably be considered as confidential, (c) is clearly and conspicuously marked as confidential or (d) is identified orally by the disclosing Party as confidential, and which in each case is disclosed by the Disclosing Party to the Receiving Party in relation to the Purpose.\n\u201cDisclosing Party\u201d the Party disclosing Confidential Information to the other Party.\n\u201cPurpose\u201d means the use of Confidential Information for the purpose of the Parties considering whether they should enter into the Proposed Transaction.\n\u201cReceiving Party\u201d the Party receiving Confidential Information from the other Party.\n1. Each Party agrees not to use the Confidential Information in any fashion, form, or manner for any purpose other than the Purpose.\n2. Each Party may reveal the Confidential Information only to its employees, agents, consultants and contractors who have a need to know such information for the purpose of this Agreement and who have been duly informed of the confidential nature of the Confidential Information. Each Party agrees to take reasonable steps to prevent disclosure of the Confidential Information to any other person or entity.\n3. Each Party will protect the confidentiality of the Confidential Information by using the same degree of care (but not less than a reasonable degree of care) that it uses to protect the confidentiality of its own proprietary and confidential information.\n4. Confidential Information disclosed hereunder shall at all times remain the property of the Disclosing Party and no Party acquires any intellectual property rights under this Agreement (including but not limited to patent, copyright and trademark rights). Furthermore, no license under any trade secrets, copyrights, or other rights is granted by this Agreement or any disclosure of Confidential Information hereunder.\n5. Confidential Information of either Party may not be copied or reproduced by the other Party without the Disclosing Party\u2019s prior written consent.\n6. Upon receipt of written notice requesting return of the Confidential Information, the Receiving Party will promptly deliver to the Disclosing Party (or, at the Disclosing Party\u2019s option, destroy) all Confidential Information furnished by the Disclosing Party to the Receiving Party, together with copies thereof. At the request of the Disclosing Party, any such destruction shall be confirmed in writing by Receiving Party.\n7. The confidentiality obligations of this Agreement shall not apply to information which (a) has entered the public domain except where such entry is the result of a Party\u2019s breach of this Agreement or another agreement(s), (b) prior to disclosure hereunder was already rightfully in the Receiving Party\u2019s possession under no obligation of confidentiality, (c) subsequent to disclosure hereunder is obtained by the Receiving Party on a non-confidential basis from a third party who has the right to disclose such information to the Receiving Party, or (d) is at any time developed by the Receiving Party independently without use of, or reference to, the Confidential Information of the other Party. The obligations of this Agreement will not restrict disclosure by either Party pursuant to applicable law, or by order of any court or government agency; provided that, prior to such disclosure the applicable Party shall (i) give notice to the other Party as promptly as possible, (ii) cooperate with the other Party in resisting such disclosure, and (iii) only provide such information as is required by such governmental agency or by a ruling of a court of proper jurisdiction.\n8. This Agreement shall continue for a period of one year from the date of this Agreement, or until the Parties enter into a formal agreement for the provision of software and/or services by Snap Surveys NH, Inc., whichever occurs sooner. Notwithstanding the foregoing, this Agreement shall survive with respect to all Confidential Information that is disclosed before the termination.\n9. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective representatives, successors and assigns.\n10. The Parties acknowledge and agree that irreparable harm may occur if any of the Confidential Information were to be disclosed to third parties or if any use were to be made of the Confidential Information other than that specified in this Agreement, and the Parties further agree that each shall have the right to seek and obtain injunctive relief upon any violation or threatened violation of the terms of this Agreement, in addition to all other rights and remedies available at law or in equity.\n11. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute one document. Both Parties agree herein that signatures submitted by facsimile, or a scanned and emailed PDF copy, shall have the same binding effect as if they were original signatures.\n12. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any prior oral or written agreements, and all contemporaneous oral communications. All additions or modifications to this Agreement must be made in writing and must be signed by the Parties. Any failure to enforce a provision of this Agreement shall not constitute a waiver thereof or of any other provision.\n13. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New Hampshire.\n(Signature page follows)\nAccepted and Agreed:\nSnap Surveys NH, Organization:________________________________\nInc.\nBy: By:\nName: Name:\nTitle: Title:\nDate: Date:\n", "spans": [ [ 0, 31 ], [ 32, 129 ], [ 129, 278 ], [ 278, 315 ], [ 315, 339 ], [ 339, 403 ], [ 403, 452 ], [ 453, 617 ], [ 618, 732 ], [ 733, 985 ], [ 985, 1018 ], [ 1018, 1070 ], [ 1070, 1129 ], [ 1129, 1305 ], [ 1306, 1390 ], [ 1391, 1542 ], [ 1543, 1627 ], [ 1628, 1760 ], [ 1761, 2041 ], [ 2041, 2168 ], [ 2169, 2425 ], [ 2426, 2684 ], [ 2684, 2846 ], [ 2847, 2995 ], [ 2996, 3312 ], [ 3312, 3422 ], [ 3423, 3513 ], [ 3513, 3648 ], [ 3648, 3781 ], [ 3781, 3976 ], [ 3976, 4124 ], [ 4124, 4345 ], [ 4345, 4405 ], [ 4405, 4475 ], [ 4475, 4603 ], [ 4604, 4843 ], [ 4843, 4989 ], [ 4990, 5139 ], [ 5140, 5642 ], [ 5643, 5795 ], [ 5795, 5967 ], [ 5968, 6181 ], [ 6181, 6289 ], [ 6289, 6406 ], [ 6407, 6529 ], [ 6530, 6554 ], [ 6555, 6575 ], [ 6576, 6638 ], [ 6639, 6643 ], [ 6644, 6651 ], [ 6652, 6663 ], [ 6664, 6677 ], [ 6678, 6689 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 21, 22 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 9 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 9, 10, 11, 12, 13 ] }, "nda-19": { "choice": "Entailment", "spans": [ 36 ] }, "nda-12": { "choice": "Entailment", "spans": [ 26, 30 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 24 ] }, "nda-3": { "choice": "Entailment", "spans": [ 9, 13 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 18 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 23 ] }, "nda-8": { "choice": "Entailment", "spans": [ 31, 32 ] }, "nda-13": { "choice": "Entailment", "spans": [ 26, 29 ] }, "nda-5": { "choice": "Entailment", "spans": [ 18 ] }, "nda-4": { "choice": "Entailment", "spans": [ 17 ] } } } ], "document_type": "search-pdf", "url": "https://www.snapsurveys.com/wp-content/uploads/2018/02/US-Non-Disclosure-Agreement.pdf" }, { "id": 359, "file_name": "US_Non-Disclosure_Agreement_v2_2015.pdf", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement (this \u201cAgreement\u201d) is entered into as of this ___ day of _____, 2015 (\u201cEffective Date\u201d), by and between Snap Surveys, NH Inc. 210 Commerce Way, Suite 200 Portsmouth, New Hampshire 03801 and _________________________with offices located at __________________________ (each a \u201cParty\u201d, and collectively the \u201cParties\u201d).\nThe Parties wish to explore a business opportunity of mutual interest (the \u201cProposed Transaction\u201d) which includes the exchange of certain financial information and confidential customer information. In connection with this Proposed Transaction and as a condition to discussions between the Parties relating to the Proposed Transaction, each Party recognizes the need for the other Party to disclose certain information and materials (the \u201cConfidential Information\u201d) which are to be used only for the purpose of such discussions. A Party disclosing Confidential Information to the other Party shall be identified as the \"Disclosing Party\" in this Agreement, and a Party receiving Proprietary Information shall be identified as the \"Receiving Party\" in this Agreement; and\nIn consideration of the disclosure of such information and materials by the Parties, each Party agrees as follows:\n\u201cConfidential Information\u201d means technical and non-technical information, data, software ,records, customer information, financial information, practices, processes, methods, techniques, trade secrets, products, and/or research and any other item that (a) is of a confidential nature, (b)would reasonably be considered as confidential, (c) is clearly and conspicuously marked as confidential or (d) is identified orally by the disclosing Party as confidential. Confidential Information shall be deemed to include all notes, analyses, loan documents, compilations and other material prepared by a recipient of Confidential Information containing or based in whole or in part on any Confidential Information. Confidential Information does not include information or materials that (i) are or became generally known or available to the public through no fault of Receiving Party; (ii) were already known to Receiving Party without restriction, prior to receipt from Disclosing Party, as evidenced by files in existence at the time of such disclosure; (iii) are lawfully disclosed to Receiving Party by a third party who is not under any obligation, whether contractual, fiduciary, statutory, or otherwise, of confidentiality to Disclosing Party with respect to such Confidential Information; (iv) are at any time developed by Receiving Party independently without use of, or reference to, the Confidential Information of the other Party, or(v) are disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body with proper jurisdiction; provided, however, that Receiving Party uses diligent efforts to limit such disclosure, endeavors to obtain assurance that confidential treatment will be accorded the Confidential Information so disclosed, and notifies Disclosing Party within five (5) days of receipt of such court order or requirement to enable Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.\n1. Each Party agrees not to use the Confidential Information in any fashion, form, or manner for any purpose other than the purpose of this Agreement or as any subsequent agreements between the Parties may allow.\n2. Each Party may reveal the Confidential Information only to its employees, agents and consultants who have a need to know such information for the purpose of this Agreement and who have been duly informed of the confidential nature of the Confidential Information. Each Party agrees to take reasonable steps to prevent disclosure of the Confidential Information to any other person or entity.\n3. Each Party will protect the confidentiality of the Confidential Information by using the same degree of care (but not less than a reasonable degree of care) it uses to protect the confidentiality of its own proprietary and confidential information.\n4. Confidential Information disclosed hereunder shall at all times remain the property of the disclosing Party and no Party acquires any intellectual property rights under this Agreement (including but not limited to patent, copyright and trademark rights). Furthermore, no license under any trade secrets, copyrights, or other rights is granted by this Agreement or any disclosure of Confidential Information hereunder.\n5. Confidential Information of either Party may not be copied or reproduced by the other Party without the disclosing Party\u2019s prior written consent.\n6. Upon receipt of written notice requesting return of any Confidential Information, the recipient Party will promptly (a) deliver to the disclosing Party all Confidential Information furnished by the disclosing Party to the recipient Party, together with copies thereof, and (b) destroy materials generated by the recipient Party that include or relate to any part of the Confidential Information (including notes, analyses and compilations) without retaining a copy of any such material. At the request of the disclosing Party, any such destruction shall be confirmed in writing by recipient Party.\n7. The confidentiality obligations of this Agreement shall not apply to information which (a) has entered the public domain except where such entry is the result of a Party\u2019s breach of this Agreement or another agreement(s), (b) prior to disclosure hereunder was already rightfully in the receiving Party\u2019s possession under no obligation of confidentiality, or (c) subsequent to disclosure hereunder is obtained by the receiving Party on a non-confidential basis from a third party who has the right to disclose such information to the receiving Party. The obligations of this Agreement will not restrict disclosure by either Party pursuant to applicable law, or by order of any court or government agency; provided that, prior to such disclosure the applicable Party shall (i) give notice to the other Party as promptly as possible, (ii) cooperate with the other Party in resisting such disclosure, and (iii) only provide such information as is required by such governmental agency or by a ruling of a court of proper jurisdiction.\n8. The term of this Agreement shall continue during the Parties\u2019 business relationship and bind the Parties hereto for a period of three (3) years after the termination of all business relationships between the Parties. Notwithstanding the foregoing, this Agreement shall survive with respect to all Confidential Information that is disclosed before the termination.\n9. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective representatives, successors and assigns.\n10. The Parties acknowledge and agree that irreparable harm may occur if any of the Confidential Information were to be disclosed to third parties or if any use were to be made of the Confidential Information other than that specified in this Agreement, and the Parties further agree that each shall have the right to seek and obtain injunctive relief upon any violation or threatened violation of the terms of this Agreement, in addition to all other rights and remedies available at law or in equity.\n11. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute one document. Both Parties agree herein that signatures submitted by facsimile, or a scanned and emailed PDF copy, shall have the same binding effect as if they were original signatures.\n12. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any prior oral or written agreements, and all contemporaneous oral communications. All additions or modifications to this Agreement must be made in writing and must be signed by the Parties. Any failure to enforce a provision of this Agreement shall not constitute a waiver thereof or of any other provision.\n13. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New Hampshire.\nAccepted and Agreed:\nSnap Surveys NH, Inc.: Organization:\nBy: By:\nName: Name:\nTitle: Title:\nDate: Date:\n", "spans": [ [ 0, 31 ], [ 32, 259 ], [ 259, 308 ], [ 308, 335 ], [ 335, 384 ], [ 385, 584 ], [ 584, 914 ], [ 914, 1155 ], [ 1156, 1270 ], [ 1271, 1523 ], [ 1523, 1556 ], [ 1556, 1607 ], [ 1607, 1666 ], [ 1666, 1732 ], [ 1732, 1978 ], [ 1978, 2050 ], [ 2050, 2148 ], [ 2148, 2319 ], [ 2319, 2560 ], [ 2560, 3257 ], [ 3258, 3470 ], [ 3471, 3738 ], [ 3738, 3865 ], [ 3866, 4117 ], [ 4118, 4376 ], [ 4376, 4538 ], [ 4539, 4687 ], [ 4688, 4807 ], [ 4807, 4964 ], [ 4964, 5178 ], [ 5178, 5288 ], [ 5289, 5379 ], [ 5379, 5514 ], [ 5514, 5650 ], [ 5650, 5842 ], [ 5842, 6063 ], [ 6063, 6123 ], [ 6123, 6193 ], [ 6193, 6321 ], [ 6322, 6542 ], [ 6542, 6688 ], [ 6689, 6838 ], [ 6839, 7341 ], [ 7342, 7494 ], [ 7494, 7666 ], [ 7667, 7880 ], [ 7880, 7988 ], [ 7988, 8105 ], [ 8106, 8228 ], [ 8229, 8249 ], [ 8250, 8286 ], [ 8287, 8294 ], [ 8295, 8306 ], [ 8307, 8320 ], [ 8321, 8332 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 24, 25 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 9, 14 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 9, 10, 11, 12, 13 ] }, "nda-19": { "choice": "Entailment", "spans": [ 39, 40 ] }, "nda-12": { "choice": "Entailment", "spans": [ 15, 19 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 27, 28, 29 ] }, "nda-3": { "choice": "Entailment", "spans": [ 9, 13 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 21 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 26 ] }, "nda-8": { "choice": "Entailment", "spans": [ 15, 19, 35, 36 ] }, "nda-13": { "choice": "Entailment", "spans": [ 15, 18, 31, 34 ] }, "nda-5": { "choice": "Entailment", "spans": [ 21 ] }, "nda-4": { "choice": "Entailment", "spans": [ 20 ] } } } ], "document_type": "search-pdf", "url": "http://www.snapsurveys.com/wp-content/uploads/2015/03/US_Non-Disclosure_Agreement_v2_2015.pdf" }, { "id": 360, "file_name": "UT_Universal_NDA_2014_OIE.pdf", "text": "Exhibit A\nTERMS AND CONDITIONS FOR NON-DISCLOSURE AGREEMENT\nThese Terms and Conditions (\u201cTerms and Conditions\u201d) are attached to and incorporated into a Non-Disclosure Agreement (\u201cNDA\u201d). All Section number references in these Terms and Conditions shall be references to provisions in these Terms and Conditions unless explicitly stated otherwise.\nBackground\nDisclosing Party or Disclosing Parties identified in the NDA own rights in such Party\u2019s Confidential Information. Each Disclosing Party considers it desirable to make Party\u2019s Confidential Information available to Receiving Party or Parties for pursuing the Purpose identified in the NDA, subject to the terms and conditions hereof.\n1. Definitions.\n\u201cAgreement\u201d means collectively (i) these Terms and Conditions, and (ii) the NDA.\n\u201cAgreement Term\u201d means the period identified as such in Section 3 of the NDA.\n \u201cConfidential Information\u201d means any non-public information of a Disclosing Party described in Section 4 of the NDA which is maintained as confidential, including as examples, biological materials, computer source codes, diagrams, electronic files, invention disclosures, patent applications, technical and scientific information, research data, draft publications, technical reports, research plans, business plans, financial reports, projections, and so forth, but excluding however any information which Receiving Party can establish by competent written proof (a) was in the public domain as of the Effective Date or comes into the public domain during the term of the Agreement through no fault of Receiving Party; (b) was known to Receiving Party prior to the Effective Date and was not acquired, directly or indirectly, from a Disclosing Party or from a third party under a continuing obligation of confidentiality or limited use; (c) was independently developed by Receiving Party without substantive knowledge of or assistance from the Confidential Information; or (d) was lawfully disclosed to Receiving Party from a third party who did not require Receiving Party to hold it in confidence or limit its use and who did not acquire it, directly or indirectly, from Disclosing Party under a continuing obligation of confidentiality.\n\u201cConfidentiality Term\u201d means the period identified as such in Section 3 of the NDA.\n\u201cContact Person\u201d means the person designated by a Party as responsible for that Party\u2019s receipt and/or delivery of Confidential Information as indicated in Section 2 of the NDA.\n\u201cDisclosing Party\u201d means each Party that is identified as such in Section 4 of the NDA.\n \u201cEffective Date\u201d means the date identified as such in Section 3 of the NDA.\n\u201cParties\u201d means the entities identified as the Parties in Section 1 of the NDA; and \u201cParty\u201d means any one of the Parties.\n\u201cPurpose\u201d means the reason that the Parties wish to enter into the Agreement as set forth in Section 3 of the NDA.\n\u201cReceiving Party\u201d means each Party that receives Confidential Information from a Disclosing Party.\n \u201cUS Export Controlled Information\u201d means information subject to export control by the U.S. government under the laws indicated in Section 10 hereof or otherwise.\n2. Confidential Relationship\nAny disclosure of Confidential Information is made in the strictest confidence. Each Receiving Party will make all reasonable efforts to ensure the protection, confidentiality, and security of any Confidential Information of Disclosing Party in its possession, such efforts to be no less than the degree of care employed by Receiving Party to preserve and safeguard its own confidential information, but in no event less than a reasonable degree of care. Confidential Information will be transmitted in writing and clearly marked \u201cConfidential,\u201d \u201cProprietary,\u201d or similarly, or if disclosed orally will be reduced to writing by Disclosing Party, clearly marked \u201cConfidential,\u201d \u201cProprietary,\u201d or similarly, and transmitted to the Contact Person of Receiving Party within thirty (30) days after oral disclosure.\n3. Non-Disclosure\nReceiving Party will not disclose the Confidential Information of the Disclosing Party, except as is expressly authorized by the Agreement. Each Receiving Party may disclose the Confidential Information of Disclosing Party to its own employees assisting in making an evaluation of the Confidential Information; provided, however, that such employees are advised of the confidentiality and non-use obligations hereunder and are legally obligated by written agreement or otherwise to maintain the confidentiality and non-use of the Confidential Information. In no event will a Receiving Party disclose Confidential Information to third parties unless it obtains the prior written consent of Disclosing Party; provided, that prior to any such disclosure, Receiving Party shall first obtain a written non-disclosure agreement from such third party containing terms and conditions substantially similar to those set forth herein. If requested, a copy of such executed agreement will be provided to Disclosing Party. In addition, if there are three or more parties to the Agreement, then Confidential Information may be shared among multiple Receiving Parties, unless Disclosing Party provides a written notice restricting such sharing of information.\nIf a Receiving Party is legally required by court order, law, or other governmental regulation or authority to disclose certain Confidential Information received from a Disclosing Party, such disclosure may be made only after giving written notice to Disclosing Party of such legal requirement so that Disclosing Party may object to such disclosure and seek a protective order; and in any event, the disclosure shall be limited to only that portion of the Confidential Information which is legally required to be disclosed.\n4. Non-Use\nReceiving Party will not use any Confidential Information of Disclosing Party for any reason other than the Purpose without the prior written consent of Disclosing Party.\n5. Copies\nEach Receiving Party agrees not to copy or record any Confidential Information of a Disclosing Party except as reasonably necessary to further the Purpose. Within thirty (30) days after the written request from Disclosing Party or termination of discussions relating to the Purpose, each Receiving Party will deliver all copies or records of Confidential Information in its possession or control to the appropriate Disclosing Party\u2019s Contact Person, or will certify in writing to Disclosing Party that the Confidential Information of such Disclosing Party has been destroyed. Notwithstanding the foregoing, each Receiving Party may retain one archival copy of the Confidential Information received from Disclosing Party in a secure location to be used solely to determine its obligations under the Agreement.\n6. Continuing Obligations\nEach Receiving Party\u2019s obligations under the Agreement will survive termination of the Agreement and will continue until the end of the Confidentiality Term.\n7. No License or Warranty\nNo license under or title to any invention, patent, trademark, trade name or other intellectual property or other rights or interests in the Confidential Information now or hereafter owned by or controlled by any Party is granted either expressly, by implication, estoppel or otherwise by the Agreement. No Party will use the name of another Party without prior written consent from such other Party. All Confidential Information is provided \u201cAS IS\u201d and without warranty, express or implied, of any kind.\n8. Term\nDisclosures of Confidential Information pursuant to the Agreement are to be made only during the Agreement Term as defined in Section 3 of the NDA; provided, however, the obligations of the Agreement will survive until the end of the Confidentiality Term.\n9. Injunction\nThe Parties agree that, in the event of breach or threatened breach or intended breach of the Agreement, each Party, in addition to any other rights and remedies available to it at law or in equity, may seek injunctive or equitable relief without the necessity of posting bond or proving that it has no adequate remedy at law.\n10. Compliance with Laws; U.S. Export Compliance\nThe Parties acknowledge that performance of the Agreement is subject to compliance with applicable United States laws, regulations, or orders including those that may relate to the export of technical data and equipment, such as International Traffic in Arms Regulations (\u201cITAR\u201d) and/or Export Administration Act/Regulations (\u201cEAR\u201d), as may be amended, and agree to comply with all such laws, regulations or orders. No Party will export, directly or indirectly, any Confidential Information without first obtaining any required export license or government approval and, in the case of Confidential Information disclosed by University, without first obtaining permission from University\u2019s Office of Sponsored Projects. In the event any Confidential Information is export-controlled, the Disclosing Party shall provide Receiving Party with written notice containing the nature of the export-controlled information, prior to any exchange of export-controlled Confidential Information.\n11. Contacts\nNotices under the Agreement will be given to a Party\u2019s person set forth in Section 1 of the NDA either by prepaid, first class, certified mail, return receipt requested or by internationally recognized overnight courier to the addresses set forth in Section 1 of the NDA or other addresses as may be given from time to time under the terms of this Section 11. Notice will be deemed given once the written notice is delivered at the designated address. Delivery via e-mail will not constitute notice.\nConfidential Information shall be delivered to the Contact Person for such Receiving Party indicated in Section 2 of the NDA or other persons specified from time to time by Receiving Party as its Contact Person by notice given in accordance with this Section 11.\n12. Other Provisions\nThe Agreement will be governed by the laws of the State of Texas, without regard to choice of law principles. No amendment to the Agreement will be effective unless in writing and signed by the Parties. Neither the Agreement nor the rights and obligations of the Parties hereunder may be sold, assigned or otherwise transferred. If any provision of the Agreement is held to be unenforceable, all other provisions will continue in full force and effect. The Agreement supersedes any and all prior understandings or previous agreements between the Parties, oral or written, relating to the subject matter herein and constitutes the sole and complete agreement between the Parties related to the subject matter hereof. Any delay by a Party to enforce any right under the Agreement shall not act as a waiver of that right, nor as a waiver of the Party\u2019s ability to later assert that right relative to any particular factual situation. The Parties acknowledge that nothing in the Agreement shall constitute a waiver of sovereign immunity by Parties that are state agencies.\n [End of Terms and Conditions]\n", "spans": [ [ 0, 9 ], [ 10, 59 ], [ 60, 186 ], [ 186, 345 ], [ 346, 356 ], [ 357, 471 ], [ 471, 487 ], [ 487, 688 ], [ 689, 704 ], [ 705, 736 ], [ 736, 772 ], [ 772, 785 ], [ 786, 863 ], [ 864, 865 ], [ 865, 1429 ], [ 1429, 1585 ], [ 1585, 1803 ], [ 1803, 1939 ], [ 1939, 2205 ], [ 2206, 2289 ], [ 2290, 2467 ], [ 2468, 2555 ], [ 2556, 2557 ], [ 2557, 2632 ], [ 2633, 2754 ], [ 2755, 2869 ], [ 2870, 2968 ], [ 2969, 2970 ], [ 2970, 3131 ], [ 3132, 3160 ], [ 3161, 3241 ], [ 3241, 3616 ], [ 3616, 3970 ], [ 3971, 3988 ], [ 3989, 4129 ], [ 4129, 4545 ], [ 4545, 4914 ], [ 4914, 5000 ], [ 5000, 5234 ], [ 5235, 5758 ], [ 5759, 5769 ], [ 5770, 5940 ], [ 5941, 5950 ], [ 5951, 6107 ], [ 6107, 6527 ], [ 6527, 6759 ], [ 6760, 6785 ], [ 6786, 6943 ], [ 6944, 6969 ], [ 6970, 7274 ], [ 7274, 7371 ], [ 7371, 7474 ], [ 7475, 7482 ], [ 7483, 7738 ], [ 7739, 7752 ], [ 7753, 8079 ], [ 8080, 8128 ], [ 8129, 8545 ], [ 8545, 8848 ], [ 8848, 9111 ], [ 9112, 9124 ], [ 9125, 9485 ], [ 9485, 9577 ], [ 9577, 9624 ], [ 9625, 9887 ], [ 9888, 9908 ], [ 9909, 10019 ], [ 10019, 10112 ], [ 10112, 10238 ], [ 10238, 10362 ], [ 10362, 10625 ], [ 10625, 10840 ], [ 10840, 10977 ], [ 10978, 10979 ], [ 10979, 11008 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 44 ] }, "nda-15": { "choice": "Entailment", "spans": [ 49, 50 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 14 ] }, "nda-1": { "choice": "Entailment", "spans": [ 32 ] }, "nda-19": { "choice": "Entailment", "spans": [ 47, 53 ] }, "nda-12": { "choice": "Entailment", "spans": [ 14, 17 ] }, "nda-20": { "choice": "Entailment", "spans": [ 45 ] }, "nda-3": { "choice": "Entailment", "spans": [ 32 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 36 ] }, "nda-17": { "choice": "Entailment", "spans": [ 43 ] }, "nda-8": { "choice": "Entailment", "spans": [ 39 ] }, "nda-13": { "choice": "Entailment", "spans": [ 14, 18 ] }, "nda-5": { "choice": "Entailment", "spans": [ 35 ] }, "nda-4": { "choice": "Entailment", "spans": [ 41 ] } } } ], "document_type": "search-pdf", "url": "https://sites.utexas.edu/moriba/files/2017/04/UT_Universal_NDA_2014_OIE.pdf" }, { "id": 362, "file_name": "WEB-NDA-Mutual-Customer-and-Allazo-Electronics-v2.pdf", "text": "NON DISCLOSURE AGREEMENT: MUTUAL\nThis Nondisclosure Agreement (\u201cAgreement\u201d) is made and entered into as of ____________________ (\u201cEffective Date\u201d) by and between ______________________________ \u201cCustomer,\u201d having a principal place of business at ______________________________________________, its wholly-owned subsidiaries and affiliates (if any) and Allazo Electronics, Inc. (\u201cSeller\u201d) having a principal place of business at 1302 Exchange Drive, Suite 150, Richardson, TX 75081.\n1. Purpose of Disclosure.\nThe purpose of this Agreement is (i) to permit the parties to evaluate whether to enter into a business relationship and related projects (the \u201cPurpose\u201d) and (ii) in the event such a relationship is commenced, to permit the parties to exchange Confidential Information (as defined below). In connection with the Purpose, either party (the \u201cDisclosing Party\u201d) may disclose Confidential Information (as defined below) to the other party (the \u201cReceiving Party\u201d).\n2. Confidential Information.\nInformation that is to be treated as Confidential under this Agreement shall\nA. (i) be disclosed in tangible form (including electronic form) and marked by the Disclosing Party as \u201cConfidential,\u201d \u201cProprietary\u201d or other appropriate legend indicating the confidential nature of the information or (ii) be disclosed orally or visually and be identified by the Disclosing Party as confidential and then summarized in tangible form, marked in accordance with Section (i) above, and delivered to by the Receiving Party within thirty days after the date of first disclosure.\nB. include (i) samples and prototypes and (ii) information, in any form or medium, regarding pricing, customers and prospective customers, vendors and vendor lists, costed bills of materials, processes (including but not limited to manufacturing processes), know-how, designs (including but not limited to designs of enclosures and printed circuit boards), formulae, computer programs, databases, methods of operation, sales techniques, business methods or plans, marketing plans and strategies, finances, management, plant and equipment, or any other business information relating to the Disclosing Party, whether constituting a trade secret, proprietary information or otherwise, which has value to the Disclosing Party and is treated by the Disclosing Party as being confidential.\nC. Whether stated or not, Confidential Information will also include any item, information, document(s) that either party should reasonably expect should remain confidential in their own course of business if that information was their ownership.\n3. Information that is not Confidential.\nInformation in the following categories shall not be considered Confidential Information under this Agreement: (a) information which is in the public domain at the time of the receipt under this Agreement; (b) information which comes into the public domain after receipt under this Agreement without a breach of this Agreement by the Receiving Party; (c) information which the Receiving Party can show was in the Receiving Party\u2019s possession before the date of disclosure under this Agreement; (d) information that the Receiving Party can show was acquired by the Receiving Party from a third party who was not known by the Receiving Party to be under an obligation of confidence to the Disclosing Party; and (e) information which the Receiving Party can show was independently developed by the Receiving Party.\n4. Disclosure Period and Expiration.\nThis Agreement controls Confidential Information which is disclosed from the Effective Date for a period of three (3) years at which time the Agreement will terminate unless extended in writing by both parties. The Receiving Party\u2019s duty of non-disclosure under this Agreement shall extend beyond the term of this Agreement for a period of three (3) years from the date of last disclosure.\n5. Third Party Disclosure.\nBoth parties agree that they are also obligated to maintain Non Disclosure Agreements and protect the confidentiality of shared information beyond the scope of the individual company should it be required to disclose this information to complete the task required. Therefore, both parties agree to have Non Disclosure Agreements in place with any current or future employee, any third party person or company to the magnitude of this agreement or greater prior to any internal or external disclosure.\n6. Duty to Protect/Publicity.\nThe Receiving Party shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as the Receiving Party uses to protect its own Confidential Information of a similar nature. The Receiving Party (i) shall limit access to all Confidential Information to its employees, agents, representatives, consultants and contractors who shall reasonably require access to the Confidential Information for the purpose set forth above and to third party vendors for the purpose of obtaining price quotations, (ii) shall use the Confidential Information solely in connection with the Purpose, and (iii) shall use due diligence to insure that all such persons are aware of, understand their obligations under, and comply with the provisions of this Agreement. Each party agrees not to publicize or disclose the existence or terms of this Agreement to any third party without the prior consent of the other party except as required by law (in which case, the party seeking to disclose the information shall give reasonable notice to the other party of its intent to make such a disclosure). Neither party shall make any press release or similar public statement without the prior consent of the other party.\n7. Court Orders.\nNothing contained in this Agreement shall restrict the Receiving Party from disclosing Confidential Information that is required to be disclosed under any law, subpoena or court order provided that the Receiving Party provides the Disclosing Party with prompt notice so that the Disclosing Party may, at its expense, seek a protective order or take other appropriate measures.\nIn the event a Court Order is issued to either party, the party complying with such order shall send notice to the other unless specifically prohibited to do so by the court order.\n8. No Further Rights or Duties Implied.\nThe Disclosing Party does not warrant that the information it discloses, either by itself or when combined with other information or when used in a particular manner, will be sufficient or suitable for the Receiving Party\u2019s purposes. The Confidential Information is provided \u201cAS IS\u201d with all faults. The Disclosing Party shall not be liable for the accuracy or completeness of the Confidential Information.\nNothing contained herein shall grant a license under any patent or other intellectual property right, nor shall this Agreement or any transmission of information constitute any representation or warranty to the Receiving Party with respect to infringement of any intellectual property right of others.\nThe Disclosing Party has no obligation under this Agreement to purchase or sell any service or item from or to the Receiving Party.\nThe terms of confidentiality under this Agreement shall not be construed to limit either party\u2019s right to independently develop or acquire products without use of the other party\u2019s Confidential Information. The Disclosing Party acknowledges that the Receiving Party may currently, or in the future, be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Accordingly, nothing in this Agreement will be construed as a representation or agreement that the Receiving Party will not develop or have developed for its products, concepts, systems or techniques that are similar to, or compete with, the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the Receiving Party does not violate any of its obligations under this Agreement in connection with such development.\nThe Receiving Party shall not reverse-engineer, de-compile, or disassemble any software disclosed to it and shall not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of Confidential Information it obtains from the Disclosing Party.\n9. Ownership/ Return of Confidential Information.\nThe Disclosing Party shall remain the owner of all Confidential Information it discloses. Within ten (10) days after any written request by the Disclosing Party, the Receiving Party shall promptly return all copies of the Confidential Information.\n10. Governing Law.\nThis Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflicts of law principles. The parties agree that the state courts of Collin or Dallas Counties, Texas and the federal courts located in the Eastern District of Texas shall have exclusive jurisdiction and venue to adjudicate any and all disputes arising out of or in connection with this Agreement.\n11. Remedies.\nThe Receiving Party agrees that its obligations hereunder are necessary and reasonable in order to protect the Disclosing Party and the Disclosing Party\u2019s business, and expressly agrees that monetary damages may be inadequate to compensate the Disclosing Party for any breach by either party of any covenants and agreements set forth herein. Accordingly, the Receiving Party agrees and acknowledges that any such violation or threatened violation may cause irreparable injury to the Disclosing Party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Disclosing Party may be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach.\n12. Export Restrictions.\nThe Receiving Party acknowledges its obligations to control access to technical data under the U.S. export laws and regulations and agrees to adhere to such laws and regulations with regard to any technical data received under this Agreement.\n13. Limitation of Liability\nIN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n14. Entire Agreement.\nThis document contains the complete and exclusive Agreement between the parties, and it is intended to be final expression of their Agreement. No promise, representation, warranty or covenant not included in this document has been or is relied upon by any party. Each party has relied upon its own examination of the warranties, representations and covenants expressly contained in the Agreement itself. No modification or amendment of this Agreement shall be of any force unless in writing executed by all parties hereto.\n15. Notices.\nWherever one party is required or permitted or required to give written notice to the other under this Agreement, such notice will be given by hand, by certified U.S. mail, return receipt requested, by overnight courier, or by fax and addressed to the President of such party at the address set forth in the preamble. All such notices shall be effective upon receipt. Either party may designate a different notice address from time to time upon giving five (5) days\u2019 prior written notice thereof to the other party.\n16. Assignment.\nNeither this Agreement nor any rights or obligations hereunder shall be transferred or assigned by either party without the written consent of the other party, which consent shall not be unreasonably withheld or delayed.\nPARTIES TO THE AGREEMENT:\nCUSTOMER SELLER\nAllazo Electronics, Inc.\nPrinted Name Printed Name\nSignature Signature\nDate Date\n", "spans": [ [ 0, 32 ], [ 33, 107 ], [ 107, 162 ], [ 162, 193 ], [ 193, 245 ], [ 245, 480 ], [ 481, 506 ], [ 507, 540 ], [ 540, 665 ], [ 665, 796 ], [ 796, 966 ], [ 967, 995 ], [ 996, 1072 ], [ 1073, 1076 ], [ 1076, 1291 ], [ 1291, 1458 ], [ 1458, 1563 ], [ 1564, 1575 ], [ 1575, 1606 ], [ 1606, 2347 ], [ 2348, 2594 ], [ 2595, 2635 ], [ 2636, 2747 ], [ 2747, 2842 ], [ 2842, 2987 ], [ 2987, 3130 ], [ 3130, 3345 ], [ 3345, 3447 ], [ 3448, 3484 ], [ 3485, 3696 ], [ 3696, 3874 ], [ 3875, 3901 ], [ 3902, 4167 ], [ 4167, 4402 ], [ 4403, 4432 ], [ 4433, 4773 ], [ 4773, 4793 ], [ 4793, 5093 ], [ 5093, 5180 ], [ 5180, 5342 ], [ 5342, 5672 ], [ 5672, 5788 ], [ 5789, 5805 ], [ 5806, 6182 ], [ 6183, 6363 ], [ 6364, 6403 ], [ 6404, 6638 ], [ 6638, 6704 ], [ 6704, 6810 ], [ 6811, 7112 ], [ 7113, 7244 ], [ 7245, 7452 ], [ 7452, 7676 ], [ 7676, 8151 ], [ 8152, 8472 ], [ 8473, 8522 ], [ 8523, 8613 ], [ 8613, 8770 ], [ 8771, 8789 ], [ 8790, 8942 ], [ 8942, 9213 ], [ 9214, 9227 ], [ 9228, 9570 ], [ 9570, 9979 ], [ 9980, 10004 ], [ 10005, 10247 ], [ 10248, 10275 ], [ 10276, 10542 ], [ 10543, 10564 ], [ 10565, 10708 ], [ 10708, 10828 ], [ 10828, 10969 ], [ 10969, 11087 ], [ 11088, 11100 ], [ 11101, 11419 ], [ 11419, 11469 ], [ 11469, 11616 ], [ 11617, 11632 ], [ 11633, 11853 ], [ 11854, 11879 ], [ 11880, 11895 ], [ 11896, 11920 ], [ 11921, 11946 ], [ 11947, 11966 ], [ 11967, 11976 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 54 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 49, 56 ] }, "nda-10": { "choice": "Entailment", "spans": [ 40 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 12, 17, 18, 19 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 12, 20 ] }, "nda-19": { "choice": "Entailment", "spans": [ 30 ] }, "nda-12": { "choice": "Entailment", "spans": [ 22, 27, 51, 52 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 57 ] }, "nda-3": { "choice": "Entailment", "spans": [ 12, 15, 17, 19 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 36, 37 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 43, 44 ] }, "nda-13": { "choice": "Entailment", "spans": [ 22, 26, 51, 52 ] }, "nda-5": { "choice": "Entailment", "spans": [ 36, 37 ] }, "nda-4": { "choice": "Entailment", "spans": [ 36, 38 ] } } } ], "document_type": "search-pdf", "url": "https://allazoelectronics.com/wp-content/uploads/2017/08/WEB-NDA-Mutual-Customer-and-Allazo-Electronics-v2.pdf" }, { "id": 363, "file_name": "WEBSITE%20MNDA.pdf", "text": "MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nThis mutual non-disclosure and confidentiality agreement (this \u201cAgreement\u201d), dated ______________ (\u201cEffective Date\u201d), by and between HACCPCanada Foodsafety Inc. (\u201cHACCPCanada\u201d), a corporation registered in British Columbia, Canada (BC 0972472) having a business address at 2475 Dobbin Road, West Kelowna, British Columbia, V4T 2E9, and Enter Company Name ____________________________ (the \u201cSecond Party\u201d and together with HACCPCanada, the \u201cParties\u201d), located at Enter company Address _________________________________________________________________________________________. Whereas the Parties wish to explore and enter into certain business transactions (the \u201cSubject Matter\u201d) in connection with which each Party has disclosed and/or may further disclose its Confidential Information (as defined in Section 1.1) to the other Party. This Agreement is intended to allow the protection of each Party\u2019s Confidential Information (including any Confidential Information previously disclosed to the other Party) against unauthorized use or disclosure.\nIn consideration of the above premises and the mutual promises contained herein, the Parties agree as follows:\n1. Definition of Confidential Information.\n1.1. As used in this Agreement, the term \u201cConfidential Information\u201d means any information or data, of any kind or nature whatsoever, relating to or otherwise pertaining to a disclosing Party (the \u201cDiscloser\u201d) and/or any of the Discloser\u2019s subsidiaries, affiliates, agents, assigns or representatives, the Discloser\u2019s activities, employees, customers, subscribers, business, affairs, operations systems, software and any other information disclosed and/or otherwise made available to the other Party (the \u201cRecipient\u201d), in any form whatsoever, including any and all analyses, compilations, studies, reports or other documents prepared by the Discloser, or by its directors, officers, employees, advisers, affiliates, agents or representatives, all information relating to or otherwise pertaining to any trade secret, invention, idea, know-how, technical, financial and business information, business plans or processes, information provided by third parties to the Discloser under an obligation of confidentiality, and all information which the Recipient has been exposed to in connection with the Subject Matter. For greater certainty, all information exchanged between the Parties is to be considered Confidential Information, unless specifically stated otherwise. \u201cConfidential Information\u201d will also include this Agreement.\n1.2. The provisions of this Agreement shall not apply to information which (i) is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the Discloser; (ii) is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors or agents; (iii) is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder; (iv) is approved for release (and only to the extent so approved) by the Discloser; or (v) subject to Section 3, is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.\n2. Non-Disclosure and Non-Use Undertakings.\n2.1. All Confidential Information will be maintained in confidence by the Recipient, will not be disclosed to any person or entity in any way except as provided in this Agreement, and will be protected with the same degree of care the Recipient normally uses in the protection of its own confidential and proprietary information, but in no case with any less degree than reasonable care.\n2.2. The Confidential Information may be disclosed by the Recipient only to those employees, directors, officers or consultants of the Recipient having the need to receive such Confidential Information for the Subject Matter, provided the recipients of such Confidential Information are already bound by written confidentiality and non-disclosure obligations similar to those undertaken by the Recipient pursuant to this Agreement. The Recipient shall immediately give notice to the Discloser of any unauthorized use or disclosure of the Confidential Information. The Recipient agrees to assist the Discloser in remedying any such unauthorized use or disclosure of Confidential Information.\n2.3. The Recipient will not use any Confidential Information for any purpose other than the Subject Matter and will not use any Confidential Information for obtaining any intellectual property rights for the Recipient or to divert or attempt to divert any business, supplier or customer of the Discloser.\n2.4. The Confidential Information shall not be mechanically copied or otherwise reproduced by the Recipient without the express prior written permission of the Discloser, except for such copies as the Recipient may be required to provide the Subject Matter. All copies shall contain, on reproduction by the Recipient, the same proprietary and confidential notices and legends which appear on the original Confidential Information, unless expressly authorized otherwise by the Discloser prior to reproduction.\n3. Restrictions. To the extent the Recipient is required to disclose any Confidential Information pursuant to a valid subpoena or other applicable order by a governmental agency or judicial body or by operation of law, the Recipient will promptly notify the Discloser in writing of the existence, terms and circumstances surrounding such disclosure so that the Discloser may seek a protective order or other appropriate remedy from the proper authority. The Recipient agrees to cooperate with the Discloser in seeking such order or remedy. The Recipient further agrees that if the Recipient is required to disclose any Confidential Information, the Recipient will furnish only that portion of the Confidential Information that is legally required and will exercise all reasonable efforts to obtain reliable, written assurances that confidential treatment will be accorded to such Confidential Information.\n4. Other Matters.\n4.1. Neither this Agreement, nor either Party\u2019s performance under this Agreement, will transfer to the Recipient, or be construed to grant the Recipient, any proprietary right, license title, interest, licence or claim in or to any of the Confidential Information, other than the right to use the same strictly for the Subject Matter in accordance with the terms of this Agreement. The Recipient acknowledges and agrees that the Discloser is and shall remain the full and exclusive owner or licensee of the Confidential Information and the intellectual property rights thereto, including but not limited to derivatives, alterations, modifications and other changes thereto, whether made by the Discloser or the Recipient.\n4.2. The Recipient shall not use the name or any trademark of the Discloser in any manner, including, without limitation, in any press release or other advertising materials of the Recipient or any of its affiliates, without the prior written consent of the Discloser, which consent may be rejected or withdrawn at the Discloser\u2019s sole discretion. For the removal of doubt, an Authorization to Use Corporate Logos shall constitute written consent.\n4.3. Each Party represents and warrants to the other Party that it has the legal power and authority to enter into and perform under this Agreement.\n4.4. Nothing contained in this Agreement shall be construed as creating any obligation or any expectation on either Party to enter into a business relationship with the other Party, or an obligation to refrain from entering into a business relationship with any third party. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership or employment relationship between the Parties, it being understood that the Parties are independent contractors vis-\u00e0-vis one another. Except as specified herein, no Party shall have the right, power or implied authority to create any obligation or duty, express or implied, on behalf of any other Party hereto.\n5. Equitable Relief. The Recipient agrees that, in the event of any breach of any provision hereof, the Discloser may, or will, not have an adequate remedy in money or damages. The Recipient therefore agrees that, in such event, the Discloser shall be entitled to obtain injunctive relief against such breach in any court of competent jurisdiction. Such injunctive relief will in no way limit the Discloser\u2019s right to obtain other remedies available at law or in equity. No failure or delay by the Discloser hereto in enforcing any right, power or privilege created hereunder shall operate as an implied waiver thereof, nor shall any single or partial enforcement thereof preclude any other or further enforcement thereof or the enforcement of any other right, power or privilege.\n6. Entire Agreement. This Agreement consists of the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior written or oral agreements with respect hereto. This Agreement may not be modified except by written instrument signed by a duly authorized representative of each party hereto.\n7. Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned in whole or in part by either Party except by express written consent by a duly authorized representative of the other Party, provided that HACCPCanada may assign this Agreement in conjunction with a sale of its business as a going concern.\n8. Governing Law. This Agreement will be governed by, and construed and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.\n9. Severability. In the event that any covenant, condition, term, restriction or other provision contained in this Agreement, or any portion thereof, shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision or portion shall be fully severable from this Agreement and the other provisions hereof will remain in full force and effect and will be liberally construed to carry out the provisions and intent hereof.\n10. Term and Survival.\n10.1. This Agreement will commence upon the Effective Date and terminate on the expiry or termination of any engagement in relation to the Subject Matter between the Parties. Upon termination or expiry of this Agreement, the Recipient (i) will cease to use the Confidential Information received from the Discloser, (ii) within thirty (30) days after the date of termination or expiry of this Agreement, will return to the Discloser all original Confidential Information thereof then in its possession or control, (iii) if the Discloser requests in writing, within thirty (30) days after the date of termination or expiry of this Agreement, will return to the Discloser all copies of the Confidential Information requested by the Discloser, (iv) if no request from the Discloser has been received within thirty (30) days of the termination or expiry of this agreement for the return of any copies of the Confidential Information, will destroy all copies thereof then in its possession or control and (v) upon the written request of the Discloser, will furnish the Discloser with written certification of such destruction.\n10.2. The obligations of confidentiality and restricted use contained herein will survive for a period of five (5) years from the date of receipt of any Confidential Information from the Discloser under this Agreement.\n11. Counterparts. This Agreement may be executed by facsimile or other electronic means, in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.\nIN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this Agreement as of the date first set forth above.\nHACCPCanada Foodsafety Inc. Enter Company Name\nChief Executive Officer Enter Signor Name\nEnter Signor Title\n", "spans": [ [ 0, 51 ], [ 52, 407 ], [ 407, 436 ], [ 436, 536 ], [ 536, 627 ], [ 627, 886 ], [ 886, 1098 ], [ 1099, 1209 ], [ 1210, 1252 ], [ 1253, 2365 ], [ 2365, 2518 ], [ 2518, 2578 ], [ 2579, 2654 ], [ 2654, 2832 ], [ 2832, 2954 ], [ 2954, 3075 ], [ 3075, 3162 ], [ 3162, 3308 ], [ 3309, 3352 ], [ 3353, 3740 ], [ 3741, 4173 ], [ 4173, 4305 ], [ 4305, 4431 ], [ 4432, 4736 ], [ 4737, 4995 ], [ 4995, 5245 ], [ 5246, 5263 ], [ 5263, 5700 ], [ 5700, 5786 ], [ 5786, 6151 ], [ 6152, 6169 ], [ 6170, 6552 ], [ 6552, 6891 ], [ 6892, 7240 ], [ 7240, 7339 ], [ 7340, 7488 ], [ 7489, 7764 ], [ 7764, 7996 ], [ 7996, 8172 ], [ 8173, 8194 ], [ 8194, 8350 ], [ 8350, 8522 ], [ 8522, 8644 ], [ 8644, 8953 ], [ 8954, 8975 ], [ 8975, 9176 ], [ 9176, 9304 ], [ 9305, 9320 ], [ 9320, 9646 ], [ 9647, 9665 ], [ 9665, 9842 ], [ 9843, 9860 ], [ 9860, 10318 ], [ 10319, 10341 ], [ 10342, 10517 ], [ 10517, 10577 ], [ 10577, 10657 ], [ 10657, 10855 ], [ 10855, 11082 ], [ 11082, 11341 ], [ 11341, 11462 ], [ 11463, 11681 ], [ 11682, 11700 ], [ 11700, 11919 ], [ 11920, 12057 ], [ 12058, 12070 ], [ 12070, 12104 ], [ 12105, 12146 ], [ 12147, 12165 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 55, 57, 59 ] }, "nda-15": { "choice": "Entailment", "spans": [ 31, 32 ] }, "nda-10": { "choice": "Entailment", "spans": [ 11 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 9 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 10 ] }, "nda-19": { "choice": "Entailment", "spans": [ 61 ] }, "nda-12": { "choice": "Entailment", "spans": [ 12, 15 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 55, 59 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 20 ] }, "nda-17": { "choice": "Entailment", "spans": [ 24, 25 ] }, "nda-8": { "choice": "Entailment", "spans": [ 27 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 20 ] }, "nda-4": { "choice": "Entailment", "spans": [ 23 ] } } } ], "document_type": "search-pdf", "url": "https://www.haccpcanada.net/WEBSITE%20MNDA.pdf" }, { "id": 364, "file_name": "WECC_Confidentiality_Agreement.pdf", "text": "WECC Confidentiality Agreement\nThis WECC Confidentiality Agreement (\u201cAgreement\u201d) is entered into by __________________________ (\u201cData Recipient\u201d) and is effective as of the date agreed to by Data Recipient. Data Recipient agrees to the following terms and conditions pertaining to Non-Public Information.\n1. Non-Public Information\na. Non-Public Information shall include any and all information Data Recipient receives from WECC, including, but not limited to, information received through a login to the WECC website, which:\ni. Is designated as \u201cConfidential Information\u201d or \u201cMarket Sensitive Information\u201d or is otherwise considered non-public under the WECC Information Sharing Policy;\nii. Meets the definition of Confidential Information as set forth in Section 1500 of the North American Electric Reliability Corporation Rules of Procedure; or\niii. Is identified by WECC as non-public or confidential at the time of disclosure.\nb. For the purposes of this Agreement, Non-Public Information shall not include:\ni. Information that is or becomes available in the public domain through no fault or action of Data Recipient;\nii. Information that was or is acquired by Data Recipient from a source other than WECC in a manner which is not otherwise subject to confidentiality restrictions; or\niii. Information that was or is independently developed by Data Recipient as demonstrated by Data Recipient\u2019s documentation.\n2. Treatment of Non-Public Information\na. Data Recipient agrees to take all necessary precautions to maintain the confidentiality of the Non-Public Information and to prevent unauthorized access to it.\nb. Data Recipient agrees to not make available, disclose, provide or communicate Non-Public Information to any entity or individual, except:\ni. Employees of Data Recipient who (1) have signed an acknowledgment of this Agreement or a non-disclosure agreement that covers the Non-Public Information and is at least as restrictive as this Agreement, and (2) need the Non-Public Information for performance of a job function subject to the limitation on Market Sensitive Information below;\nii. Contractors of Data Recipient who (1) have signed a non-disclosure agreement that covers the Non-Public Information and is at least as restrictive as this Agreement, and (2) need the Non-Public Information for the work being performed subject to the limitation on Market Sensitive Information below. In the event Data Recipient shares Non-Public Information with a contractor pursuant to this provision, Data Recipient agrees to be responsible and jointly and severally liable for any breach of confidentiality by that contractor;\niii. As required by FERC orders, rules or regulations, provided that additional data recipients have signed a non-disclosure agreement that covers the Non-Public Information and is at least as restrictive as this Agreement; or\niv. As may be otherwise agreed to by WECC in writing.\n3. Market Sensitive Information\na. Data Recipient agrees not to provide or disclose any Market Sensitive Information as identified in the WECC Information Sharing Policy to any person who is (1) a Market Function Employee as defined by the FERC Standards of Conduct, or (2) actively and personally engaged in day-to-day sales of electric power or other electric power marketing functions.\n4. Compelled Disclosures\na. Notwithstanding anything to the contrary herein, Data Recipient may disclose Non-Public Information to a governmental authority as required by law, provided that to the extent permitted by law:\ni. Data Recipient notifies WECC as soon as reasonably possible of the required disclosure;\nii. Data Recipient does not disclose the Non-Public Information until WECC has had a reasonable opportunity to respond to the required disclosure; and\niii. Data Recipient cooperates with WECC as reasonably requested by WECC to protect WECC\u2019s interests in the Non-Public Information.\nb. If Data Recipient is an entity subject to state or federal freedom of information laws or an employee of such an entity, Data Recipient certifies that the Non-Public Information is eligible for restriction from public disclosure and agrees to:\ni. Restrict the Non-Public Information from public disclosure;\nii. Notify WECC as soon as reasonably possible of any request for the Non-Public Information; and\niii. Cooperate with WECC as reasonably requested by WECC to protect WECC\u2019s interests in the Non-Public Information.\n5. Disclaimer and Limitations\na. Neither WECC nor any owner or submitter of the Non-Public Information makes any representation or warranty as to the completeness, accuracy, relevance, or usability of the Non-Public Information. All Non-Public Information made available to Data Recipient is made available AS IS AND WITHOUT WARRANTY, EXPRESS OR IMPLIED.\nb. There is no obligation on the part of WECC or any owner or submitter of the Non-Public Information to supplement, update, or correct any Non-Public Information, even if the Non-Public Information is supplemented, updated, or corrected for other purposes.\nc. Use of the Non-Public Information is at Data Recipient\u2019s own risk. Neither WECC nor the owner or submitter of the Non-Public Information shall be liable for any damages arising out of the use of the Non-Public Information.\n6. Changes in Employment\na. If at any time during the term of this Agreement Data Recipient or an employee of Data Recipient ceases to be employed by his or her then current employer, Data Recipient agrees to notify WECC within five (5) business days of the change in employment.\nb. If at any time during the term of this Agreement Data Recipient or an employee of Data Recipient has a change in job responsibilities such that Data Recipient or an employee of Data Recipient becomes a Market Function Employee, Data Recipient agrees to notify WECC within five (5) business days of the change in employment and to ensure that Data Recipient or such an employee of Data Recipient discontinues accessing or using any Market Sensitive Information as identified in the WECC Information Sharing Policy.\n7. Term and Termination\na. This Agreement shall continue in effect until terminated. This Agreement may be terminated by WECC or Data Recipient at any time at their sole discretion.\nb. Upon any termination of this Agreement, Data Recipient shall return to WECC all Non-Public Information in Data Recipient\u2019s possession or destroy all Non-Public Information in Data Recipient\u2019s possession and certify to WECC in writing that all Non-Public Information has been returned or destroyed, except as may be otherwise required by law in which case the confidentiality obligations of this Agreement shall survive termination.\n8. Miscellaneous Terms\na. This Agreement does not require WECC to disclose any Non-Public Information. Neither this Agreement nor any disclosure of Non-Public Information grant Data Recipient any intellectual property rights or licenses to such information. Data Recipient agrees to comply with all applicable United States export laws and regulations.\nb. This Agreement represents the entire understanding between WECC and Data Recipient related to the Non-Public Information and supersedes all previous communications between WECC and Data Recipient related to this subject. This Agreement can only be modified by written agreement executed by WECC and Data Recipient. Data Recipient may not delegate its duties or obligations under this Agreement without prior written consent from WECC. Any attempt to do so is void.\nc. This Agreement shall be for the sole benefit of WECC and any owner or submitter of the Non-Public Information. This Agreement shall be fully enforceable by WECC and any entity whose Non-Public Information is not treated in accordance with this Agreement.\nd. If any term or provision of this Agreement is held by a body of competent jurisdiction to be invalid, void, or unenforceable, then (1) the remaining provisions of the Agreement shall continue in full force and effect, and (2) in lieu of each such term or provision there shall be added as part of this Agreement a clause or provision as similar in terms as possible that is legal, valid and enforceable.\nIN WITNESS HEREOF, Data Recipient has read and understands this Agreement and enters into this Agreement voluntarily, wishing to be legally bound.\nData Recipient\nSignature: _________________________________________\nPrinted: ___________________________________________\nCompany: _________________________________________\nTitle: _____________________________________________\nDate: _____________________________________________\nEmail: _____________________________________________\n", "spans": [ [ 0, 5 ], [ 5, 30 ], [ 31, 100 ], [ 100, 127 ], [ 127, 207 ], [ 207, 304 ], [ 305, 330 ], [ 331, 525 ], [ 526, 687 ], [ 688, 847 ], [ 848, 931 ], [ 932, 1012 ], [ 1013, 1123 ], [ 1124, 1290 ], [ 1291, 1415 ], [ 1416, 1454 ], [ 1455, 1617 ], [ 1618, 1758 ], [ 1759, 1794 ], [ 1794, 1969 ], [ 1969, 2103 ], [ 2104, 2142 ], [ 2142, 2278 ], [ 2278, 2408 ], [ 2408, 2638 ], [ 2639, 2865 ], [ 2866, 2919 ], [ 2920, 2951 ], [ 2952, 3111 ], [ 3111, 3190 ], [ 3190, 3308 ], [ 3309, 3333 ], [ 3334, 3386 ], [ 3386, 3530 ], [ 3531, 3621 ], [ 3622, 3772 ], [ 3773, 3904 ], [ 3905, 4151 ], [ 4152, 4214 ], [ 4215, 4312 ], [ 4313, 4428 ], [ 4429, 4458 ], [ 4459, 4658 ], [ 4658, 4783 ], [ 4784, 5041 ], [ 5042, 5112 ], [ 5112, 5267 ], [ 5268, 5292 ], [ 5293, 5547 ], [ 5548, 6064 ], [ 6065, 6088 ], [ 6089, 6150 ], [ 6150, 6246 ], [ 6247, 6681 ], [ 6682, 6699 ], [ 6699, 6704 ], [ 6705, 6785 ], [ 6785, 6940 ], [ 6940, 7034 ], [ 7035, 7259 ], [ 7259, 7353 ], [ 7353, 7358 ], [ 7358, 7473 ], [ 7473, 7502 ], [ 7503, 7617 ], [ 7617, 7760 ], [ 7761, 7895 ], [ 7895, 7986 ], [ 7986, 8167 ], [ 8168, 8314 ], [ 8315, 8329 ], [ 8330, 8341 ], [ 8341, 8382 ], [ 8383, 8392 ], [ 8392, 8435 ], [ 8436, 8445 ], [ 8445, 8486 ], [ 8487, 8494 ], [ 8494, 8539 ], [ 8540, 8546 ], [ 8546, 8591 ], [ 8592, 8599 ], [ 8599, 8644 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 53 ] }, "nda-15": { "choice": "Entailment", "spans": [ 57 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Contradiction", "spans": [ 7, 8 ] }, "nda-19": { "choice": "Entailment", "spans": [ 53 ] }, "nda-12": { "choice": "Entailment", "spans": [ 11, 14 ] }, "nda-20": { "choice": "Entailment", "spans": [ 53 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 17, 21, 22, 23 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 32, 33, 34, 37, 39 ] }, "nda-13": { "choice": "Entailment", "spans": [ 11, 13 ] }, "nda-5": { "choice": "Entailment", "spans": [ 17, 18, 19, 20, 28, 29, 30 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "https://www.wecc.org/Administrative/WECC_Confidentiality_Agreement.pdf" }, { "id": 365, "file_name": "resolution-2012-03-014r.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement is entered into on this ___ day of ____________, 20__ by and between_____________________________, (\u201cRecipient\u201d), and Ameren Illinois Company (\u201cAmeren Illinois\u201d). (Ameren Illinois and ____________ shall be collectively referred to herein as the \u201cParties\u201d). WHEREAS, Ameren Illinois is in possession of certain proprietary and confidential data and information relating to municipal customer service and account data;\nWHEREAS, Ameren Illinois has agreed to the disclosure of such data and information to Recipient; and\nWHEREAS, Ameren Illinois desires to have all such information handled by Recipient on a confidential basis.\nNOW THEREFORE, in consideration of the execution of this Agreement, and other good and valuable consideration, and the covenants made herein, the Parties agree that the disclosure of such information by Ameren Illinois to Recipient is subject to the following terms and conditions:\n1. Receipt of Information. Ameren Illinois disclose to Recipient, customer information protected from public disclosure pursuant to 815 ILCS 505/2HH (\u201cConfidential Information\u201d) for use by the Recipient and its officers, directors, agents, employees and contractors (collectively, the \u201cRepresentatives\u201d), on a need-to-know basis for the purpose of facilitating electric supply aggregation pursuant to 20 ILCS 3855/1-92.\n2. Confidential Information Defined. The Parties acknowledge that any such information referred to in paragraph above shall be considered Confidential Information. Under this Agreement, all information disclosed by the Ameren Illinois whether provided in oral, written, visual, electronic or other form is presumed to be Confidential Information unless it falls within one of the exclusions of Section 3. Confidential Information includes non-public customer specific information. Confidential Information as used herein also includes information supplied by Ameren Illinois to Recipient prior to the execution of this Agreement, and such Confidential Information shall be considered in the same manner and be subject to the same treatment as the Confidential Information made available after the execution of this Agreement.\n3. Exclusions from Definition. Confidential Information as used herein does not include any information which (i) is already known to the Recipient at the time it is disclosed to the Recipient, provided that such prior knowledge can be substantiated by written records and documents or (ii) is or has become generally known to the public through no wrongful act of the Recipient, (iii) information permitted to be disclosed by express written authority of a customer or customers, (iv) is obtained by the Recipient from a third party who has the right, to the best of the Recipient\u2019s knowledge, to disclose the information, or (v) is required or permitted to be disclosed in order to facilitate electric supply aggregation pursuant to Illinois law.\n4. Non-Disclosure Obligation. The Recipient shall maintain the confidentiality of any Confidential Information and shall not disclose such Confidential Information, in whole or in part, to any person other than its Representatives who need to know such Confidential Information. Representatives shall be informed by the Recipient of the confidential nature of the Confidential Information and shall be directed by the Recipient to treat the Confidential Information confidentially, except with the prior written consent of Ameren Illinois or as otherwise permitted hereunder. Each Recipient agrees to be responsible for any breach of this Agreement by its Representative.\n5. Compliance with Legal Process. In the event that the Recipient is legally requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process or; in the opinion of counsel for the Recipient , by federal or state securities or other statutes, regulations or laws) to disclose any Confidential Information, the Recipient shall promptly notify Ameren Illinois of such request or requirement prior to disclosure so that Ameren Illinois may seek an appropriate protective order and/or waive compliance with the terms of this Agreement.\n6. Remedies for Breach. Ameren Illinois may seek recourse in the form of injunctive or other equitable relief to remedy or forestall any breach or threatened breach involving a violation of this agreement, including but not limited to the marketing of goods and services beyond authorized aggregation activities. Such remedy shall not be deemed to be the exclusive remedy for any breach of this Agreement but shall be in addition to all other rights and remedies available at law or in equity.\n7. Responsibility for Damages to Third Parties; Litigation Costs. Ameren Illinois shall not be responsible for damages awarded due to the improper disclosure of consumer information that is adjudicated to have been caused by the Recipient\u2019s negligence or intentional conduct. By virtue of this agreement, the Recipient assumes no liability for the improper disclosure of customer information by Ameren Illinois to parties unrelated to the Recipient or its Representatives. In the event that Ameren Illinois is a named party in a lawsuit related to the improper disclosure of customer information by the Recipient or its Representatives, Recipient will reimburse Ameren Illinois for its costs and expenses (including, without limitation, damages awarded) incurred in connection with such litigation. In the event Ameren is adjudicated to have any comparative fault, Ameren Illinois shall be responsible only for its respective share of ordered and apportioned damages. Nothing herein waives Recipient\u2019s immunities under the Illinois Governmental Tort Immunity Act or Illinois Common Law.\n8. No Further Obligations. Ameren Illinois makes no representations or warranties, express or implied, with respect to the Confidential Information, including but not limited to the accuracy or completeness of the Confidential Information disclosed hereunder. Further, the Parties agree that this Agreement does not obligate either of the Parties to enter into any further agreements or to proceed with any possible relationship or other joint venture or transaction.\n9. Term; Termination. Either of the Parties may terminate the exchange of Confidential Information under this Agreement at any time by written notice to the other Party specifically referencing this Agreement. In any event, however, the obligations of Recipient to maintain the confidentiality of the Confidential Information it has received under this Agreement shall continue after such termination. Termination of this agreement may result in the suspension of information listing services provided by Ameren Illinois.\n10. No Waiver; Amendment; Exclusive Agreement. No failure or delay by either of the Parties in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. This Agreement shall not be modified, supplemented or amended except by a writing signed by both Parties hereto. This Agreement represents the exclusive agreement between the Parties in connection with the subject matter hereof.\n11. Applicability to Affiliates. Any Confidential Information disclosed by an affiliated company of Ameren Illinois which would otherwise constitute Confidential Information hereunder if disclosed by Ameren Illinois, shall be deemed to constitute Confidential Information under this Agreement, and the rights of Ameren Illinois under this Agreement may be enforced by any such affiliate as if such affiliate were also a Party to this Agreement.\n12. APPLICABLE LAW; JURISDICTION; WAIVER OF JURY TRIAL THIS AGREEMENT SHALL BE GOVERNED BY ILLINOIS LAW, AND SHALL BE DEEMED TO HAVE BEEN EXECUTED AND PERFORMED IN THE STATE OF ILLINOIS.\n13. Notices. All notices, demands and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to be made or given when personally delivered or 3 business days after being mailed by registered or certified United States mail, postage prepaid, return receipt requested, or 1 business day after being sent by Federal Express or other recognized courier guaranteeing overnight delivery, to the Parties at the following respective addresses, or at such other address as a respective Party may designate from time to time pursuant to a notice duly given hereunder to the Ameren Illinois:\nIf to Ameren Illinois:\nAttn: Ms. Erika Dominic\nLegal Department - Ameren Services Company\n1901 Chouteau Ave.\nSt. Louis, MO 63103\n314-554-4014 (Fax)\nIf to _____: _________________________\nAttn: _______________________\n____________________________\n____________________________\n_______________________ (Fax)\n__________________________________\n14. Signatures. By signing the below fields, the Parties agree to be bound by the terms herein and signatories below warrant authority to enter into this agreement on behalf of the Parties. This Agreement may be signed by the Parties in counterparts and via facsimile. Execution of this agreement shall terminate and replace any earlier executed non-disclosure agreement related to municipal aggregation related services.\nBy: _______________________________ By: _________________________________\nName: ____________________________ Name: _______________________________\nTitle:______________________________ Title: ________________________________\n RESOLUTION NO. 2012-03-014R\nA RESOLUTION APPROVING A NON-DISCLOSURE AGREEMENT WITH AMEREN ILLINOIS COMPANY\n(Municipal electric aggregation)\nNOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Urbana, Champaign County, Illinois, as follows:\nSection 1.\nA Non-Disclosure Agreement between the City of Urbana, Illinois, and Ameren Illinois Company, in substantially the form of the copy of said Agreement attached hereto and hereby incorporated by reference, be and the same is hereby authorized and approved.\nSection 2.\nThe Mayor of the City of Urbana, Illinois, be and the same is hereby authorized to execute and deliver and the City Clerk of the City of Urbana, Illinois, be and the same is hereby authorized to attest to said execution of said Agreement as so authorized and approved for and on behalf of the City of Urbana, Illinois.\nMotion was made by Alderman _________________________, seconded by Alderman _________________ that the Resolution be adopted.\nPASSED BY THE CITY COUNCIL this ____ day of ___________, ________.\n____________________________\n Phyllis D. Clark, City Clerk\nAPPROVED BY THE MAYOR this ____ day of ___________, ________.\n____________________________\n", "spans": [ [ 0, 24 ], [ 25, 45 ], [ 45, 218 ], [ 218, 312 ], [ 312, 471 ], [ 472, 572 ], [ 573, 680 ], [ 681, 962 ], [ 963, 990 ], [ 990, 1382 ], [ 1383, 1420 ], [ 1420, 1547 ], [ 1547, 1788 ], [ 1788, 1864 ], [ 1864, 2208 ], [ 2209, 2240 ], [ 2240, 2319 ], [ 2319, 2495 ], [ 2495, 2589 ], [ 2589, 2690 ], [ 2690, 2836 ], [ 2836, 2957 ], [ 2958, 2976 ], [ 2976, 2988 ], [ 2988, 3237 ], [ 3237, 3534 ], [ 3534, 3629 ], [ 3630, 3664 ], [ 3664, 4249 ], [ 4250, 4274 ], [ 4274, 4563 ], [ 4563, 4743 ], [ 4744, 4810 ], [ 4810, 5020 ], [ 5020, 5217 ], [ 5217, 5543 ], [ 5543, 5712 ], [ 5712, 5830 ], [ 5831, 5858 ], [ 5858, 6091 ], [ 6091, 6298 ], [ 6299, 6321 ], [ 6321, 6509 ], [ 6509, 6701 ], [ 6701, 6820 ], [ 6821, 6868 ], [ 6868, 7164 ], [ 7164, 7277 ], [ 7277, 7392 ], [ 7393, 7426 ], [ 7426, 7837 ], [ 7838, 8024 ], [ 8025, 8038 ], [ 8038, 8666 ], [ 8667, 8689 ], [ 8690, 8713 ], [ 8714, 8756 ], [ 8757, 8762 ], [ 8762, 8775 ], [ 8776, 8795 ], [ 8796, 8814 ], [ 8815, 8853 ], [ 8854, 8860 ], [ 8860, 8883 ], [ 8884, 8912 ], [ 8913, 8941 ], [ 8942, 8966 ], [ 8966, 8971 ], [ 8972, 9006 ], [ 9007, 9023 ], [ 9023, 9197 ], [ 9197, 9276 ], [ 9276, 9428 ], [ 9429, 9433 ], [ 9433, 9465 ], [ 9465, 9469 ], [ 9469, 9502 ], [ 9503, 9509 ], [ 9509, 9538 ], [ 9538, 9544 ], [ 9544, 9575 ], [ 9576, 9613 ], [ 9613, 9620 ], [ 9620, 9652 ], [ 9653, 9654 ], [ 9654, 9681 ], [ 9682, 9760 ], [ 9761, 9793 ], [ 9794, 9907 ], [ 9908, 9918 ], [ 9919, 9936 ], [ 9936, 10173 ], [ 10174, 10184 ], [ 10185, 10503 ], [ 10504, 10532 ], [ 10532, 10580 ], [ 10580, 10629 ], [ 10630, 10696 ], [ 10697, 10725 ], [ 10726, 10727 ], [ 10727, 10755 ], [ 10756, 10817 ], [ 10818, 10846 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 13 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 43 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 12 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 9, 24 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 28 ] }, "nda-13": { "choice": "Entailment", "spans": [ 16, 20 ] }, "nda-5": { "choice": "Entailment", "spans": [ 9, 24 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "http://www.urbanaillinois.us/sites/default/files/attachments/resolution-2012-03-014r.pdf" }, { "id": 366, "file_name": "resources-non-disclosure-agreement.pdf", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Agreement is made and entered into as of the last date signed below (the \u201cEffective Date\u201d) by and between Satpack Travel (trading as App Developer Studio) a closed corporation having its principal place of business at 10 5th Avenue, Parktown North, Johannesburg, Republic of South Africa (\"ADS\") and __________________________, a ___________ corporation whose principal mailing address is _______________________ (the \"Second Party\").\nWHEREAS ADS and the Second Party (the \u201cParties\u201d) have an interest in participating in discussions wherein either Party might share information with the other that the disclosing Party considers to be proprietary and confidential to itself (\u201cConfidential Information\u201d); and\nWHEREAS the Parties agree that Confidential Information of a Party might include, but not be limited to that Party\u2019s: (1) business plans, methods, and practices; (2) personnel, customers, and suppliers; (3) inventions, processes, methods, products, patent applications, and other proprietary rights; or (4) specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information;\nNOW, THEREFORE, the Parties agree as follows:\n1. Either Party may disclose Confidential Information to the other Party in confidence provided that the disclosing Party identifies such information as proprietary and confidential either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other Party of the proprietary and confidential nature of the information, such notification to be done orally, by e-mail or written correspondence, or via other means of communication as might be appropriate.\n2. When informed of the proprietary and confidential nature of Confidential Information that has been disclosed by the other Party, the receiving Party (\u201cRecipient\u201d) shall, for a period of three (3) years from the date of disclosure, refrain from disclosing such Confidential Information to any contractor or other third party without prior, written approval from the disclosing Party and shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care. The Recipient shall ensure that each of its employees, officers, directors, or agents who has access to Confidential Information disclosed under this Agreement is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement. The Recipient of Confidential Information disclosed under this Agreement shall promptly notify the disclosing Party of any disclosure of such Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure of said Confidential Information.\n3. All Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. The Recipient shall honor any request from the disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information. The Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.\n4. The terms of this Agreement shall not be construed to limit either Party\u2019s right to develop independently or acquire products without use of the other Party\u2019s Confidential Information. The disclosing party acknowledges that the Recipient may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Nothing in this Agreement will prohibit the Recipient from developing or having developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the Recipient does not violate any of its obligations under this Agreement in connection with such development.\n5. Notwithstanding the above, the Parties agree that information shall not be deemed Confidential Information and the Recipient shall have no obligation to hold in confidence such information, where such information:\n(a) Is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the disclosing Party; or\n(b) Is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors, or agents; or\n(c) Is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder; or\n(d) Is approved for release (and only to the extent so approved) by the disclosing Party; or\n(e) Is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.\n6. Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.\n7. Neither Party will, without prior approval of the other Party, make any public announcement of or otherwise disclose the existence or the terms of this Agreement.\n8. This Agreement contains the entire agreement between the Parties and in no way creates an obligation for either Party to disclose information to the other Party or to enter into any other agreement.\n9. This Agreement shall remain in effect for a period of three (3) years from the Effective Date unless otherwise terminated by either Party giving notice to the other of its desire to terminate this Agreement. The requirement to protect Confidential Information disclosed under this Agreement shall survive termination of this Agreement.\nIN WITNESS WHEREOF:\n SATPACK TRAVEL COMPANY:___________________________\nSignature Date Signature Date\n Printed Name Printed Name\n Title Title\n", "spans": [ [ 0, 31 ], [ 32, 337 ], [ 337, 426 ], [ 426, 450 ], [ 450, 471 ], [ 472, 744 ], [ 745, 863 ], [ 863, 907 ], [ 907, 948 ], [ 948, 1048 ], [ 1048, 1183 ], [ 1184, 1229 ], [ 1230, 1792 ], [ 1793, 2432 ], [ 2432, 2704 ], [ 2704, 3012 ], [ 3013, 3282 ], [ 3282, 3502 ], [ 3502, 3958 ], [ 3959, 4147 ], [ 4147, 4363 ], [ 4363, 4769 ], [ 4770, 4986 ], [ 4987, 5174 ], [ 5175, 5299 ], [ 5300, 5421 ], [ 5422, 5514 ], [ 5515, 5639 ], [ 5640, 5791 ], [ 5792, 5957 ], [ 5958, 6159 ], [ 6160, 6371 ], [ 6371, 6498 ], [ 6499, 6518 ], [ 6519, 6520 ], [ 6520, 6570 ], [ 6571, 6596 ], [ 6596, 6600 ], [ 6601, 6602 ], [ 6602, 6627 ], [ 6628, 6629 ], [ 6629, 6640 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 16 ] }, "nda-10": { "choice": "Entailment", "spans": [ 29 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 6, 7, 8 ] }, "nda-1": { "choice": "Entailment", "spans": [ 12 ] }, "nda-19": { "choice": "Entailment", "spans": [ 32 ] }, "nda-12": { "choice": "Entailment", "spans": [ 19, 21, 22, 24, 25 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 17 ] }, "nda-3": { "choice": "Entailment", "spans": [ 12 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 14 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 15 ] }, "nda-13": { "choice": "Entailment", "spans": [ 19, 22, 23 ] }, "nda-5": { "choice": "Entailment", "spans": [ 14 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "search-pdf", "url": "https://www.appdeveloperstudio.co.za/resources-non-disclosure-agreement.pdf" }, { "id": 367, "file_name": "rqnda.pdf", "text": "MUTUAL Purpose (check one):\nNON-DISCLOSURE AGREEMENT Technology Discussion\nFax to E-Business 913-982-5436 Business Discussion\n Other (describe)\nThis Mutual Non-Disclosure Agreement (\u201cAgreement\u201d) is made and entered into as of _____________, 2015 (the \u201cEffective Date\u201d), by and between YRC Inc., d/b/a YRC Freight (\u201cYRC Freight\u201d), and the party named on the signature page below (\u201cParticipant\u201d).\nThis Agreement is intended to facilitate the exchange of proprietary information in furtherance of discussions between the parties related to the purpose described above (the \u201cPurpose\u201d). The parties desire to disclose and examine such proprietary information solely in furtherance of the Purpose. The party receiving Confidential Information shall be hereinafter referred to as the \u201cReceiving Party,\u201d and the party disclosing such Confidential Information shall be hereinafter referred to as the \u201cDisclosing Party.\u201d\nIn consideration of the covenants and conditions set forth below, the parties agree as follows:\n1. Confidential Information. As used in this Agreement, \"Confidential Information\u201d means any information, including without limitation, business information, technical, and marketing information, pricing, rates and discounts, provided such information is identified as confidential at the time of disclosure or is disclosed in a manner that it may be reasonably inferred to be confidential and/or proprietary to the Disclosing Party. In the event of an inadvertent disclosure of source code, such information shall be immediately returned to the Disclosing Party.\nConfidential Information does not include information that:\n(i) becomes generally available to the public through no fault of the Receiving Party;\n(ii) is, prior to its initial disclosure hereunder, in the possession of the Receiving Party;\n (iii) is acquired by the Receiving Party from any third party without any restrictions on its use or disclosure; or\n (iv) is independently developed by the Receiving Party without use of the Confidential Information.\n2. Non-Disclosure and Use Restrictions. Any Confidential Information disclosed pursuant to this Agreement shall be retained in confidence by the Receiving Party and used only for the Purpose. Confidential Information may be disclosed only to employees or consultants of the Receiving Party who have a need to know. Notwithstanding the foregoing, if Receiving Party is a firm that provides outsourced or \"third party\" logistics services to companies for part, or sometimes all, of their function, Receiving Party may disclose its rates to clients expressly authorized and eligible to receive such information through a bona fide authentication or registration process maintained by Receiving Party. Any consultant or client of Receiving Party who receives Confidential Information under this Agreement shall be similarly bound in writing to a nondisclosure agreement no less restrictive than the terms of this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by an employee or consultant of such Receiving Party. The Receiving Party shall use the same degree of care as it uses to protect its own confidential information of a similar nature, but no less than reasonable care, to prevent the unauthorized use, dissemination or publication of the Confidential Information.\n3. Term and Duration. This Agreement will terminate two (2) years from the Effective Date, but may be terminated by either party at any time upon thirty (30) days written notice. All obligations hereunder shall continue for five (5) years from the date of disclosure.\n4. Legal Process. If the Receiving Party becomes subject to a demand for discovery or disclosure of the Confidential Information of the other party under legal process, such Receiving Party shall give to the other prompt notice of the demand prior to furnishing the Confidential Information demanded, and, at the expense of the Disclosing Party, shall obtain or cooperate with the Disclosing Party in seeking reasonable arrangements to protect the confidential and proprietary nature of the Confidential Information.\n5. Ownership of Confidential Information. All Confidential Information disclosed under this Agreement shall remain the exclusive property of the Disclosing Party and nothing contained herein shall be construed as a grant, express or implied or by estoppel, of a transfer, assignment, license, lease of any right, title or interest in the Confidential Information.\n6. No Warranty. No warranty or representation is made by either party hereto that any information transmitted by it hereunder is true and correct, patentable or copyrightable, or that any such information involves concepts or embodiments that are free of infringement of other rights.\n7. Return of Confidential Information. Upon the completion or termination of any discussions between the parties, or at any time within fourteen (14) days of receipt of a written request of the Disclosing Party, the Receiving Party shall (i) promptly return to the Disclosing Party all Confidential Information disclosed in tangible form and copies thereof; or (ii) promptly destroy such Confidential Information (including all copies thereof) and certify their destruction to the Disclosing Party.\n8. Equitable Relief. The parties acknowledge and agree that the covenants set forth in this Agreement are reasonable and necessary for the protection of the parties\u2019 business interests and that irreparable injury may result if they are breached and that in the event of any actual or potential breach of any such covenant that the non-breaching party may have no adequate remedy at law and shall be entitled to seek immediate temporary injunctive relief. Nothing herein shall be construed as prohibiting any party from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages that it is able to prove.\n9. No Other Business Relationship. This Agreement does not represent or imply any agreement or commitment to enter into any further business relationship. This Agreement does not create any agency or partnership relationship between the parties or authorize a party to use the other party\u2019s name or trademarks. Neither party is precluded from independently pursuing any activities similar to or in competition with the Purpose contemplated herein. Neither party will be liable to the other for any of the costs associated with the other\u2019s efforts in connection with this Agreement.\n10. Export Control. The parties recognize that communication or transfer of any information received pursuant to the Purpose may be subject to specific government export approval. Each party agrees to comply with all applicable export control legislation with respect to Confidential Information received hereunder.\n11. Governing Law. This Agreement shall be governed and construed in accordance with the internal laws of the State of Kansas, without giving effect to the choice of law or conflicts of law principles of such state. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in Johnson County, Kansas.\n12. Successors and Assigns. This Agreement will be binding upon the successors and/or assigns of the parties.\n13. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.\n14. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.\n15. Waiver. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought.\n16. Entire Agreement/No Amendment. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement. Any amendment or modification of this Agreement shall be in writing and executed by a duly authorized representative of the parties.\n17. Authorized Signature. This Agreement is valid only when signed by an employee with authority to bind that party. For YRC, this Agreement when unmodified may be signed by any Manager or higher in rank. However, if this Agreement is modified, it shall only be effective when accompanied by the YRC Legal Department\u2019s signature or stamp of approval.\nYRC Freight Your Company Name:\nWebsite that will host API:\nBy:\nRequested API:\nName:\nMy YRC Username:\nTitle:\nName:\nAddress: 10990 Roe Avenue\nSignature: Overland Park, Kansas 66211 USA\nE Mail Address:\nTel: (913) ____-_____ Fax: (913) ____-_______\nTitle:\nFax NDA to: (913) 982-5436 E-Business Address:\nTel: Fax:\nFor Internal Use Only:\nBusId#: _______________________________________ Approval Date: _____________________________\n", "spans": [ [ 0, 27 ], [ 28, 53 ], [ 53, 74 ], [ 75, 106 ], [ 106, 125 ], [ 126, 127 ], [ 127, 143 ], [ 144, 394 ], [ 395, 582 ], [ 582, 692 ], [ 692, 909 ], [ 909, 910 ], [ 911, 1006 ], [ 1007, 1036 ], [ 1036, 1441 ], [ 1441, 1570 ], [ 1571, 1630 ], [ 1631, 1717 ], [ 1718, 1811 ], [ 1812, 1813 ], [ 1813, 1928 ], [ 1929, 1930 ], [ 1930, 2029 ], [ 2030, 2070 ], [ 2070, 2222 ], [ 2222, 2345 ], [ 2345, 2728 ], [ 2728, 2950 ], [ 2950, 3078 ], [ 3078, 3336 ], [ 3337, 3359 ], [ 3359, 3516 ], [ 3516, 3604 ], [ 3605, 3623 ], [ 3623, 4121 ], [ 4122, 4164 ], [ 4164, 4485 ], [ 4486, 4502 ], [ 4502, 4770 ], [ 4771, 4810 ], [ 4810, 5009 ], [ 5009, 5132 ], [ 5132, 5269 ], [ 5270, 5291 ], [ 5291, 5725 ], [ 5725, 5930 ], [ 5931, 5966 ], [ 5966, 6086 ], [ 6086, 6242 ], [ 6242, 6379 ], [ 6379, 6512 ], [ 6513, 6533 ], [ 6533, 6693 ], [ 6693, 6828 ], [ 6829, 6848 ], [ 6848, 7045 ], [ 7045, 7177 ], [ 7178, 7206 ], [ 7206, 7287 ], [ 7288, 7306 ], [ 7306, 7478 ], [ 7479, 7497 ], [ 7497, 7786 ], [ 7787, 7799 ], [ 7799, 8064 ], [ 8065, 8100 ], [ 8100, 8235 ], [ 8235, 8367 ], [ 8368, 8394 ], [ 8394, 8485 ], [ 8485, 8573 ], [ 8573, 8718 ], [ 8719, 8749 ], [ 8750, 8777 ], [ 8778, 8781 ], [ 8782, 8796 ], [ 8797, 8802 ], [ 8803, 8819 ], [ 8820, 8826 ], [ 8827, 8832 ], [ 8833, 8858 ], [ 8859, 8901 ], [ 8902, 8917 ], [ 8918, 8923 ], [ 8923, 8945 ], [ 8945, 8963 ], [ 8964, 8970 ], [ 8971, 8983 ], [ 8983, 9017 ], [ 9018, 9027 ], [ 9028, 9050 ], [ 9051, 9059 ], [ 9059, 9099 ], [ 9099, 9114 ], [ 9114, 9143 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 40, 41, 42 ] }, "nda-15": { "choice": "Entailment", "spans": [ 36 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 14 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 14 ] }, "nda-19": { "choice": "Entailment", "spans": [ 32 ] }, "nda-12": { "choice": "Entailment", "spans": [ 16, 22 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 40, 41, 42 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 25 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 34 ] }, "nda-13": { "choice": "Entailment", "spans": [ 16, 20 ] }, "nda-5": { "choice": "Entailment", "spans": [ 25 ] }, "nda-4": { "choice": "Entailment", "spans": [ 9, 24 ] } } } ], "document_type": "search-pdf", "url": "https://my.yrc.com/national/pdf/rqnda.pdf" }, { "id": 368, "file_name": "sample-nrel-bilateral-nda-template.pdf", "text": "BILATERAL NON-DISCLOSURE AGREEMENT (\u201cAgreement\u201d)\nThis Agreement is entered into by and between Alliance for Sustainable Energy, LLC (\u201cAlliance\u201d), the Manager and Operator of the National Renewable Energy Laboratory (\u201cNREL\u201d) under Prime Contract No. DE-AC36-08GO28308 (\u201cPrime Contract\u201d) for the U.S. Department of Energy (\u201cDOE\u201d), located at 15013 Denver West Parkway, Golden, CO 80401, and COMPANY NAME (\u201cCOMPANY SHORT\u201d), whose place of business is located at COMPANY ADDRESS, which are also referred to herein collectively as the \u201cParties\u201d, individually as a \u201cParty\u201d, as \u201cReceiving Party\u201d when receiving information under this Agreement, and as \u201cDisclosing Party\u201d when providing information under this Agreement. The effective date (\u201cEffective Date\u201d) of this Agreement is the signature date of the last of the Parties to sign this Agreement.\n1. DEFINITIONS AND PURPOSE\na. As used herein, \u201cProprietary Information\u201d means information that (i) embodies trade secrets as defined under 18 U.S.C. \u00a7 1839 or (ii) is commercial or financial information that is privileged or confidential under the Freedom of Information Act (5 U.S.C. \u00a7 552(b)(4)), and that is developed at private expense outside this Agreement.\nb. As used herein, \u201cNREL Protected Information\u201d means information generated in the performance of, or pursuant to the performance of, the Prime Contract regardless of form or characteristic, which would be Proprietary Information had it been generated by a non-federal entity third party and which can be restricted from dissemination by the Bayh-Dole Act, 35 U.S.C. \u00a7 200 et seq., other applicable laws, or DOE rules or regulations.\nc. As used herein, the \u201cScope\u201d means:\ni. pertaining to COMPANY SHORT, information related to PROVIDE A NON-PROPRIETARY DESCRIPTION OF THE INFORMATION TO BE DISCLOSED, E.G., THE SERIAL NUMBER AND TITLE OF A NON-PUBLISHED PATENT APPLICATION, THE IDENTIFYING NUMBER AND TITLE OF AN INVENTION DISCLOSURE, ETC., which COMPANY SHORT considers to be Proprietary Information;\nii. pertaining to Alliance, information related to PROVIDE A NON-PROPRIETARY DESCRIPTION OF THE INFORMATION TO BE DISCLOSED, E.G., THE SERIAL NUMBER AND TITLE OF A NON-PUBLISHED PATENT APPLICATION, THE IDENTIFYING NUMBER AND TITLE OF AN INVENTION DISCLOSURE, ETC., which Alliance considers to be NREL Protected Information.\nd. For a period of DEFINE THE PERIOD OF TIME FOR DISCLOSURE, WHICH MUST BE 1\u201312 months from the Effective Date (the \u201cDisclosing Period\u201d), Disclosing Party wishes to provide Receiving Party and Receiving Party wishes to obtain access to Proprietary Information and/or NREL Protected Information related to the Scope. The Parties are furnishing such information for the purpose of DESCRIBE THE PURPOSE, I.E., EVALUATION, TESTING, CONSIDERATION OF A POSSIBLE BUSINESS COLLABORATION, ETC. (the \u201cPurpose\u201d). The \u201cConfidentiality Period\u201d for this Agreement is three (3) years from the Effective Date.\n2. PROPRIETARY INFORMATION AND NREL PROTECTED INFORMATION\na. Disclosing Party will identify and mark its written Proprietary Information or NREL Protected Information disclosed hereunder as \u201cProprietary Information\u201d or \u201cNREL Protected Information\u201d, as applicable, at the time it is conveyed to Receiving Party. For Proprietary Information or NREL Protected Information first disclosed orally (i.e., information expressed by spoken words) hereunder, Disclosing Party will: (i) identify such information as Proprietary Information or NREL Protected Information, as applicable, at the time it is conveyed to Receiving Party; (ii) reduce such information to writing; and (iii) provide an appropriately identified and marked copy of such writing to Receiving Party within thirty (30) days of such disclosure.\nb. Receiving Party will treat Proprietary Information and NREL Protected Information that is within the Scope and that is disclosed in compliance with Paragraph 2.a, above, as confidential and proprietary and will use such information only for the Purpose. Receiving Party will not disclose such information to any third party for the duration of the Confidentiality Period without the prior written approval of Disclosing Party. Notwithstanding the foregoing, Proprietary Information provided to Alliance hereunder is subject to inspection by DOE or its designee upon reasonable notice. Proprietary Information provided to DOE employees is protected against further disclosure under 18 U.S.C. \u00a7 1905.\nc. Receiving Party will provide access to Proprietary Information and NREL Protected Information that is within the Scope and that is disclosed in compliance with Paragraph 2.a, above, only to Receiving Party's employees, agents, and independent contractors who are required to have access specifically related to the Purpose, and, with respect to Alliance, to DOE or its designee for auditing and inspection purposes only. Receiving Party will inform individuals having access to such information of the confidential nature of this information and the restrictions on its publication, disclosure, and use, and will require that such employees, agents, and independent contractors are bound by confidentiality obligations no less stringent than those stated in this Agreement.\nd. The obligations of confidentiality set forth in this Agreement do not apply to information which (i) becomes publicly known without the fault of Receiving Party or DOE; (ii) has been made available by Disclosing Party (or the owner if other than Disclosing Party) to others without obligation concerning its confidentiality; (iii) is already in the possession of Receiving Party or DOE without obligation concerning its confidentiality; (iv) is independently developed by employees of Receiving Party or DOE who did not have access to such Proprietary Information or NREL Protected Information; or (v) is required to be disclosed by U.S. law, including, with respect to Alliance, a Freedom of Information Act request if no exemption is deemed by DOE to be applicable, and, with respect to both Parties, a court order from a court of competent jurisdiction, provided that Receiving Party promptly notifies Disclosing Party and uses diligent efforts to limit such disclosure. Notwithstanding anything to the contrary herein, any disclosure permitted by (v) above will not relieve Receiving Party\u2019s confidentiality obligations as to disclosures to any other third party.\n3. TERM AND TERMINATION\na. Either Party may terminate this Agreement with or without cause by giving the other Party thirty (30) days prior written notice.\nb. If not earlier terminated by either Party, this Agreement will terminate at the end of the Disclosing Period.\nc. Upon termination of this Agreement, Receiving Party will, within two (2) weeks of written request from Disclosing Party, return all documents concerning the Proprietary Information and NREL Protected Information and all copies of any such documents to Disclosing Party, or certify in writing their destruction, with the exception of copies of Proprietary Information and NREL Protected Information made as a matter of routine information technology or legal backup, provided that such copies will continue to be subject to the confidentiality obligations set forth in this Agreement and may only be used in resolving a dispute between the Parties regarding this Agreement.\nd. The obligations of confidentiality set forth in Section 2., above, will survive termination of this Agreement until the end of the Confidentiality Period.\n4. MISCELLANEOUS\na. Disclosure of Proprietary Information and/or NREL Protected Information to Receiving Party does not constitute any grant, option, or license under any patent or other right now or hereinafter held by Disclosing Party or DOE. No license\u2014express or implied\u2014in the Proprietary Information and/or NREL Protected Information or other proprietary right is granted hereunder other than to use the information in the manner and the extent authorized by this Agreement.\nb. A Party receiving Proprietary Information and/or NREL Protected Information will adhere to U.S. Export Administration Laws and Regulations and will not export or re-export any such Proprietary Information and/or NREL Protected Information, any technical data, items, or products arising from such information to any country or person unless properly authorized by the U.S. Government.\nc. Nothing in this Agreement prohibits or otherwise restricts employees or subcontractors of the Parties from lawfully reporting waste, fraud, or abuse related to the performance of a government contract to a designated investigative or law enforcement representative of a federal department or agency authorized to receive such information (e.g., agency Office of the Inspector General).\nd. This Agreement contains the entire understanding between the Parties and it supersedes all prior or contemporaneous communications, agreements, or understandings between the Parties concerning receipt of Proprietary Information and/or NREL Protected Information for the Purpose. This Agreement may be executed in counterparts and the sum of said counterparts will represent a fully executed document. Facsimile signatures and electronic signatures are fully binding and constitute a legal method of executing this Agreement.\n", "spans": [ [ 0, 48 ], [ 49, 713 ], [ 713, 841 ], [ 842, 868 ], [ 869, 937 ], [ 937, 1001 ], [ 1001, 1205 ], [ 1206, 1639 ], [ 1640, 1677 ], [ 1678, 2007 ], [ 2008, 2331 ], [ 2332, 2648 ], [ 2648, 2817 ], [ 2817, 2834 ], [ 2834, 2925 ], [ 2926, 2983 ], [ 2984, 3237 ], [ 3237, 3398 ], [ 3398, 3548 ], [ 3548, 3593 ], [ 3593, 3729 ], [ 3730, 3987 ], [ 3987, 4160 ], [ 4160, 4318 ], [ 4318, 4431 ], [ 4432, 4856 ], [ 4856, 5208 ], [ 5209, 5309 ], [ 5309, 5381 ], [ 5381, 5537 ], [ 5537, 5649 ], [ 5649, 5810 ], [ 5810, 6186 ], [ 6186, 6263 ], [ 6263, 6379 ], [ 6380, 6403 ], [ 6404, 6535 ], [ 6536, 6648 ], [ 6649, 7324 ], [ 7325, 7482 ], [ 7483, 7499 ], [ 7500, 7728 ], [ 7728, 7963 ], [ 7964, 8351 ], [ 8352, 8740 ], [ 8741, 9023 ], [ 9023, 9145 ], [ 9145, 9268 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 38 ] }, "nda-15": { "choice": "Entailment", "spans": [ 41, 42 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 4, 5, 6 ] }, "nda-1": { "choice": "Entailment", "spans": [ 16, 17, 18, 19, 20 ] }, "nda-19": { "choice": "Entailment", "spans": [ 39 ] }, "nda-12": { "choice": "Entailment", "spans": [ 27, 28, 31 ] }, "nda-20": { "choice": "Entailment", "spans": [ 38 ] }, "nda-3": { "choice": "Entailment", "spans": [ 17, 18, 19, 20 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 22, 25 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 27, 32 ] }, "nda-13": { "choice": "Entailment", "spans": [ 27, 28, 29 ] }, "nda-5": { "choice": "Entailment", "spans": [ 25 ] }, "nda-4": { "choice": "Entailment", "spans": [ 21 ] } } } ], "document_type": "search-pdf", "url": "https://www.nrel.gov/workingwithus/assets/pdfs/sample-nrel-bilateral-nda-template.pdf" }, { "id": 369, "file_name": "sample_nda.pdf", "text": "NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT (the \"Agreement\u201d) is entered into on this ____day of ___________ by and between _________________, located at ___________________ ( the\u201d Disclosing Party\u201d), and ___________________________ with an address at ______________________ (the \u201cReceiving Party\u201d).\nThe Receiving Party hereto desires to participate in discussions regarding ________________________ (the \u201cTransaction\u201d). During these discussions, Disclosing Party may share certain proprietary information with the Receiving Party. Therefore, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:\n1. Definition of Confidential Information.\n(a) For purposes of this Agreement, \u201cConfidential Information\u201d means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, in whatever medium provided, whether unmodified or modified by Receiving Party or its Representatives (as defined herein), whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party; and (vi) any information generated by the Receiving Party or by its Representatives that contains, reflects, or is derived from any of the foregoing. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its Confidential Information as trade secrets.\n(b) Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which: a) was lawfully possessed, as evidenced by the Receiving Party\u2019s records, by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes rightfully known by the Receiving Party from a third-party source not under an obligation to Disclosing Party to maintain confidentiality; (c) is generally known by the public through no fault of or failure to act by the Receiving Party inconsistent with its obligations under this Agreement; (d) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of paragraph 4 hereof shall apply prior to any disclosure being made; and (e) is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the terms of this Agreement, as evidenced by the Receiving Party\u2019s records, and without reference or access to any Confidential Information.\n2. Disclosure of Confidential Information.\nFrom time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party will: (a) limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively \u201cRepresentatives\u201d) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose; (b) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement, require such Representatives to be bound by written confidentiality restrictions no less stringent than those contained herein, and assume full liability for acts or omissions by its Representatives that are inconsistent with its obligations under this Agreement; (c) keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein).\n3. Use of Confidential Information.\nThe Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party. Nothing contained herein is intended to modify the parties' existing agreement that their discussions in furtherance of a potential business relationship are governed by Federal Rule of Evidence 408.\n4. Compelled Disclosure of Confidential Information.\nNotwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided that the Receiving Party will disclose only that portion of the requested Confidential Information that, in the written opinion of its legal counsel, it is required to disclose. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability.\n5. Term.\nThis Agreement shall remain in effect for a two-year term (subject to a one year extension if the parties are still discussing and considering the Transaction at the end of the second year). Notwithstanding the foregoing, the Receiving Party\u2019s duty to hold in confidence Confidential Information that was disclosed during term shall remain in effect indefinitely.\n6. Remedies.\nBoth parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character, and that the unauthorized dissemination of the Confidential Information would destroy or diminish the value of such information. The damages to Disclosing Party that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys\u2019 fees, incurred in obtaining any such relief. Further, in the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney\u2019s fees and expenses.\n7. Return of Confidential Information.\nReceiving Party shall immediately return and redeliver to Disclosing Party all tangible material embodying any Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving therefrom, and all other documents or materials (\u201cNotes\u201d) (and all copies of any of the foregoing, including \u201ccopies\u201d that have been converted to computerized media in the form of image, data, word processing, or other types of files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its reasonable document retention policies. Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party\u2019s option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably nonrecoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction).\n8. Notice of Breach.\nReceiving Party shall notify the Disclosing Party immediately upon discovery of, or suspicion of, (1) any unauthorized use or disclosure of Confidential Information by Receiving Party or its Representatives; or (2) any actions by Receiving Party or its Representatives inconsistent with their respective obligations under this Agreement, Receiving Party shall cooperate with any and all efforts of the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use.\n9. No Binding Agreement for Transaction.\nThe parties agree that neither party will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time. This Agreement does not create a joint venture or partnership between the parties. If a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. In the event such provision is not provided for in said transaction documents, this Agreement shall control.\n10. Warranty.\nNO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The parties acknowledge that although they shall each endeavor to include in the Confidential Information all information that they each believe relevant for the purpose of the evaluation of a Transaction, the parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by the Disclosing Party. Further, neither party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Neither Party hereto shall have any liability to the other party or to the other party\u2019s Representatives resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement.\n11. Miscellaneous.\n(a) This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought.\n(b) The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of _____________________ (state) applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The Federal and state courts located in _______________ (state) shall have sole and exclusive jurisdiction over any disputes arising under, or in any way connected with or related to, the terms of this Agreement and Receiving Party: (i) consents to personal jurisdiction therein; and (ii) waives the right to raise forum non conveniens or any similar objection.\n(c) Any failure by either party to enforce the other party\u2019s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.\n(d) Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included.\n(e) Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above (or such other addressee as may be furnished by a party in accordance with this paragraph). All such notices or communications shall be deemed to have been given and received (a) in the case of personal delivery or electronic-mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and (c) in the case of mailing, on the seventh business day following such mailing.\n(f) This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent will not be unreasonably withheld. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and designees.\n(g) The receipt of Confidential Information pursuant to this Agreement will not prevent or in any way limit either party from: (i) developing, making or marketing products or services that are or may be competitive with the products or services of the other; or (ii) providing products or services to others who compete with the other.\n(h) Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.\nDisclosing Party Receiving Party\nBy By _____\nName: Name:\nTitle: Title:\n", "spans": [ [ 0, 24 ], [ 25, 120 ], [ 120, 150 ], [ 150, 201 ], [ 201, 229 ], [ 229, 271 ], [ 271, 295 ], [ 296, 371 ], [ 371, 396 ], [ 396, 417 ], [ 417, 528 ], [ 528, 762 ], [ 763, 805 ], [ 806, 1208 ], [ 1208, 1482 ], [ 1482, 1551 ], [ 1551, 1681 ], [ 1681, 1900 ], [ 1900, 2020 ], [ 2020, 2166 ], [ 2166, 2325 ], [ 2325, 2597 ], [ 2598, 2723 ], [ 2723, 2895 ], [ 2895, 3046 ], [ 3046, 3200 ], [ 3200, 3452 ], [ 3452, 3715 ], [ 3716, 3758 ], [ 3759, 3861 ], [ 3861, 3887 ], [ 3887, 4241 ], [ 4241, 4646 ], [ 4646, 4846 ], [ 4846, 4970 ], [ 4971, 5006 ], [ 5007, 5324 ], [ 5324, 5458 ], [ 5458, 5540 ], [ 5540, 5770 ], [ 5770, 5969 ], [ 5970, 6022 ], [ 6023, 6808 ], [ 6808, 7018 ], [ 7018, 7303 ], [ 7304, 7312 ], [ 7313, 7504 ], [ 7504, 7676 ], [ 7677, 7689 ], [ 7690, 7943 ], [ 7943, 8095 ], [ 8095, 8292 ], [ 8292, 8408 ], [ 8408, 8551 ], [ 8551, 8709 ], [ 8710, 8748 ], [ 8749, 9398 ], [ 9398, 9492 ], [ 9492, 9535 ], [ 9535, 9757 ], [ 9757, 10182 ], [ 10183, 10203 ], [ 10204, 10302 ], [ 10302, 10415 ], [ 10415, 10739 ], [ 10740, 10780 ], [ 10781, 10989 ], [ 10989, 11225 ], [ 11225, 11308 ], [ 11308, 11527 ], [ 11527, 11635 ], [ 11636, 11649 ], [ 11650, 11722 ], [ 11722, 12092 ], [ 12092, 12229 ], [ 12229, 12487 ], [ 12488, 12506 ], [ 12507, 12755 ], [ 12755, 12890 ], [ 12891, 13019 ], [ 13019, 13190 ], [ 13190, 13423 ], [ 13423, 13474 ], [ 13474, 13551 ], [ 13552, 13789 ], [ 13790, 14178 ], [ 14178, 14385 ], [ 14386, 14799 ], [ 14799, 14882 ], [ 14882, 14969 ], [ 14969, 15092 ], [ 15092, 15171 ], [ 15172, 15417 ], [ 15417, 15582 ], [ 15583, 15710 ], [ 15710, 15845 ], [ 15845, 15918 ], [ 15919, 16065 ], [ 16066, 16169 ], [ 16170, 16202 ], [ 16203, 16214 ], [ 16215, 16226 ], [ 16227, 16240 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 56, 57, 58 ] }, "nda-15": { "choice": "Entailment", "spans": [ 37, 38, 39 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 13, 14, 15, 17 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 47 ] }, "nda-12": { "choice": "Entailment", "spans": [ 22, 27 ] }, "nda-20": { "choice": "Entailment", "spans": [ 56, 57, 58, 59 ] }, "nda-3": { "choice": "Entailment", "spans": [ 13 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 30, 31 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 42 ] }, "nda-13": { "choice": "Entailment", "spans": [ 22, 24 ] }, "nda-5": { "choice": "Entailment", "spans": [ 30, 31 ] }, "nda-4": { "choice": "Entailment", "spans": [ 36 ] } } } ], "document_type": "search-pdf", "url": "http://www.lccclaunch.com/uploads/1/0/2/4/102413456/sample_nda.pdf" }, { "id": 370, "file_name": "simply-fashion---standard-nda.pdf", "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Confidentiality and Non-Disclosure Agreement (the \u201cAgreement\u201d) is made as of May __, 2015, by and between __________________________________________________ (\u201cPotential Purchaser\u201d) and Simply Fashions Stores, Ltd., and Adinath Corp. (collectively, the \u201cCompany\u201d and together with Potential Purchaser, collectively, the \u201cParties\u201d). Potential Purchaser desires to obtain certain confidential and proprietary information from the Company with respect to (i) one of more of the existing leases of non-residential real property related to the Company\u2019s store locations (collectively, the \u201cLeases\u201d), and/or (ii) intellectual property owned by the Company, (collectively, the \u201cIP\u201d), and/or (iii) any other assets of the Company (collectively, the \u201cOther Assets\u201d) in order to evaluate the possibility of an acquisition, or asset purchase, involving one or more of the Leases or some or all of the IP or Other Assets (each, a \u201cProposed Transaction\u201d). As a condition to furnishing any information which is confidential and/or proprietary in nature to Potential Purchaser, the Company requires that Potential Purchaser agree to treat confidentially all written information of a proprietary or confidential nature, that the Company furnishes to Potential Purchaser (including, but not limited to, copies of the Leases), except as may otherwise herein be provided (collectively being the \u201cEvaluation Materials\u201d), and the Parties agree to keep confidential, communications by and between the Parties of a proprietary or confidential nature, arising from or relating to the Proposed Transaction.\nNOW, THEREFORE, for good and valuable consideration, the Parties hereto agree as follows:\n1. Potential Purchaser recognizes and acknowledges that the Evaluation Materials may contain confidential and/or proprietary information regarding the Company. Potential Purchaser shall maintain the confidentiality of those portions of the Evaluation Materials that contain confidential and/or proprietary information, and shall not, without the prior written consent of the Company, disclose, those portions of the Evaluation Materials to any third party, except as otherwise set forth herein. Potential Purchaser may disclose the Evaluation Materials to its parents, subsidiaries, parents\u2019 subsidiaries, or affiliates (collectively, the \u201cAffiliated Entities\u201d) and Potential Purchaser\u2019s and/or the Affiliated Entities\u2019, directors, officers, employees, partners, consultants, potential financing sources, joint-venture partners, bankers, accountants, lenders, investors, insurance consultants and/or brokers, attorneys, agents and financial and legal advisors (collectively, such entities or persons to whom Potential Purchaser or an Affiliated Entity discloses the Evaluation Materials, \u201cRepresentatives\u201d) who may need access to the Evaluation Materials, in Potential Purchaser\u2019s discretion, for the purpose of evaluating the Proposed Transaction. Potential Purchaser shall (i) inform in writing all of its Representatives who receive any portion of the Evaluation Materials of the confidential and proprietary nature thereof and of this Agreement and (ii) direct all such Representatives in writing to comply with the confidentiality and non-use terms of this Agreement. Potential Purchaser shall keep those portions of the Evaluation Materials confidential, as hereinabove provided.\n2. Potential Purchaser shall not use any of the Evaluation Materials for any purpose other than to evaluate the Proposed Transaction. The Company acknowledges and agrees that Potential Purchaser and its Affiliated Entities and Representatives may invest in or consider or manage investments in companies that compete either directly or indirectly with the Company and that this Agreement shall in no way be construed to prohibit or restrict Potential Purchaser\u2019s or its Affiliated Entities or Representatives\u2019 ability to make or manage or consider such investments.\n3. This Agreement shall not apply to, and Potential Purchaser shall have no obligation with respect to, any information which (i) is or becomes generally available to the public through no breach of this Agreement by Potential Purchaser, or actual knowledge by Potential Purchaser of breach by its Representatives, (ii) was already known by Potential Purchaser or a third party, or in Potential Purchaser\u2019s possession prior to the date of this Agreement, (iii) becomes available to Potential Purchaser on a non-confidential basis from a source, other than the Company or its agents, which is or was not known to be prohibited from disclosing such portions of the Evaluation Materials by a contractual or legal obligation to the Company, (iv) is independently developed or acquired by Potential Purchaser without violation of this Agreement, or (v) is or was of a non-proprietary nature.\n4. In the event that Potential Purchaser, its Affiliated Entities, and/or its Representatives receive a request or are required to disclose any of the Evaluation Materials, pursuant to any applicable law, rule, regulation, regulatory authority, subpoena, order, summons, lawsuit, or other applicable judicial or governmental order, or any other legal process, Potential Purchaser shall provide the Company with prompt notice so that the Company may seek a protective order or other appropriate remedy at the Company\u2019s expense. In the event that such protective order or other remedy is not timely obtained, or the Company waives compliance with the provisions of this Agreement, Potential Purchaser, its Affiliated Entities, and/or its Representatives may furnish and disclose any or all of the Evaluation Materials. Notwithstanding the foregoing, notice to the Company shall not be required where disclosure is in connection with a routine audit or examination by, or a blanket document request from, a governmental or regulatory authority having or claiming to have authority to regulate or oversee Potential Purchaser\u2019s business, provided that Potential Purchaser informs such governmental or regulatory authority of the confidential nature of the Evaluation Materials.\n5. It is understood and agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof by the Company preclude any other or further exercise thereof or the exercise of any right, power and privilege hereunder. It is further understood and agreed that money damages alone may not constitute a sufficient remedy for any breach of this Agreement by Potential Purchaser or its Representatives, and that the Company shall be entitled to seek specific performance and injunctive relief, as remedies for any such breach. Such remedies shall not be deemed to be the exclusive remedies available to the Company for a breach of this Agreement by Potential Purchaser or its Representatives, but shall be in addition to all other remedies available to the Company at law or in equity.\n6. Potential Purchaser shall destroy or return the Evaluation Materials to the Company (at Potential Purchaser\u2019s option) and direct its Representatives to do the same upon the Company\u2019s written request. If Potential Purchaser elects to destroy, Potential Purchaser shall destroy those portions of any projections, appraisals, memoranda, notes, analyses, compilations, studies and other documents, including copies or extracts thereof, that contain Evaluation Materials, prepared by Potential Purchaser and direct its Representatives to do the same, provided in each instance, the same is reasonably possible without destroying or affecting Potential Purchaser, it\u2019s Affiliated Entities\u2019, or its Representatives\u2019 computer programs, server, software, or the like. Notwithstanding anything herein to the contrary, Potential Purchaser, its Affiliated Entities, and its Representatives may retain one or more copies of the Evaluation Materials for the purpose of defending any claim related to this Agreement or any transaction related hereto, or as may be required in accordance with Potential Purchaser\u2019s, its Affiliated Entities, or its Representatives\u2019 respective legal, compliance, computer programs, server, software, and/or automated backup archiving practices.\n7. Potential Purchaser understands that the Company will endeavor to include in the Evaluation Materials information known to the Company which the Company believes to be relevant for the purpose of Potential Purchaser\u2019s evaluation of the Proposed Transaction. Potential Purchaser further understands and acknowledges that the Company does not make any representations or warranties as to the accuracy or completeness of the Evaluation Materials or any portion thereof. Potential Purchaser agrees that neither the Company nor its agents shall have any liability to Potential Purchaser or any of its Representatives resulting from the use of the Evaluation Materials by Potential Purchaser or its Representatives by virtue of this Agreement.\n8. Unless and until a definitive binding agreement is entered into between the Company and Potential Purchaser (or any of its affiliates) with respect to the Proposed Transaction, none of the parties hereto will be under any legal obligation of any kind whatsoever to consummate, or otherwise with respect to, any Proposed Transaction by virtue of this Agreement or any other written or oral expression, except with respect to the matters specifically agreed to herein. Except for the matters set forth in this Agreement or in any such definitive binding agreement, neither party hereto shall be entitled to rely on any statement, promise, agreement or understanding, whether oral or written, any custom, usage of trade, course of dealing or conduct.\n9. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement constitutes the entire agreement of the parties regarding the subject matter hereof and supersedes all prior and contemporaneous understandings, arrangements and agreements, whether oral or in writing, between the parties relating in any way to such subject matter. The terms of this Agreement shall control over any additional purported confidentiality requirements imposed by an offering memorandum, web-based database or similar repository of Evaluation Materials to which Potential Purchaser or its Representatives are granted access in connection with this Agreement, notwithstanding acceptance of such an offering memorandum or submission of an electronic signature, \u201cclicking\u201d on an \u201cI Agree\u201d icon or other indication of assent to such additional confidentiality conditions, it being understood and agreed that Potential Purchaser\u2019s confidentiality obligations with respect to the Evaluation Materials are exclusively governed by this Agreement and may not be enlarged except by an agreement executed by the parties hereto in traditional written format.\n10. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same agreement, provided each Party receives a signed counterpart of the other Party. Facsimile signatures or otherwise electronically transmitted signatures (such as via e-mail in pdf format) may be used with the same force and effect as original signatures. The term of this agreement shall be the earlier of: (i) six (6) months from the date hereof; or (ii) the consummation of a Proposed Transaction even if such Proposed Transaction is between the Company (or its Representatives) and a non-related third party.\n11. The parties voluntarily submit to the jurisdiction of the United States Bankruptcy Court for the Southern District of Florida (Miami Division) (the court in which is currently pending the chapter 11 cases of the Company) to resolve any dispute with respect to any issue related to, or arising in connection with, this Agreement.\nIN WITNESS WHEREOF, the parties hereto, duly authorized, have caused this Confidentiality Agreement to be executed as of the date first above written.\nCompany: Simply Fashion Stores, LTD., and Adinath Corp.\nSignature: ________________________________________\nName: ________________________________________\nTitle: ________________________________________\nCompany: Potential Purchaser: ________________________________________\nSignature: ________________________________________________\nName: ________________________________________________\nTitle: ________________________________________________\n", "spans": [ [ 0, 44 ], [ 45, 156 ], [ 156, 207 ], [ 207, 381 ], [ 381, 501 ], [ 501, 651 ], [ 651, 733 ], [ 733, 992 ], [ 992, 1630 ], [ 1631, 1720 ], [ 1721, 1881 ], [ 1881, 2216 ], [ 2216, 2970 ], [ 2970, 2996 ], [ 2996, 3174 ], [ 3174, 3294 ], [ 3294, 3406 ], [ 3407, 3541 ], [ 3541, 3972 ], [ 3973, 4099 ], [ 4099, 4288 ], [ 4288, 4428 ], [ 4428, 4710 ], [ 4710, 4817 ], [ 4817, 4859 ], [ 4860, 5387 ], [ 5387, 5677 ], [ 5677, 6132 ], [ 6133, 6465 ], [ 6465, 6769 ], [ 6769, 7027 ], [ 7028, 7231 ], [ 7231, 7790 ], [ 7790, 8291 ], [ 8292, 8553 ], [ 8553, 8762 ], [ 8762, 9032 ], [ 9033, 9503 ], [ 9503, 9783 ], [ 9784, 9916 ], [ 9916, 10197 ], [ 10197, 10991 ], [ 10992, 11245 ], [ 11245, 11419 ], [ 11419, 11471 ], [ 11471, 11515 ], [ 11515, 11675 ], [ 11676, 12008 ], [ 12009, 12159 ], [ 12160, 12215 ], [ 12216, 12227 ], [ 12227, 12267 ], [ 12268, 12274 ], [ 12274, 12314 ], [ 12315, 12322 ], [ 12322, 12362 ], [ 12363, 12393 ], [ 12393, 12433 ], [ 12434, 12445 ], [ 12445, 12493 ], [ 12494, 12500 ], [ 12500, 12548 ], [ 12549, 12556 ], [ 12556, 12604 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 8 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 4, 5 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 19, 23 ] }, "nda-20": { "choice": "Entailment", "spans": [ 33 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 12 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 25 ] }, "nda-13": { "choice": "Entailment", "spans": [ 19, 22 ] }, "nda-5": { "choice": "Entailment", "spans": [ 12 ] }, "nda-4": { "choice": "Entailment", "spans": [ 17 ] } } } ], "document_type": "search-pdf", "url": "http://www.hilcorealestate.com/docs/librariesprovider6/projects-documents/simply-fashion/retail-leases-for-sale/simply-fashion---standard-nda.pdf?sfvrsn=4" }, { "id": 371, "file_name": "sm-fm-14-01-rev-1-reciprocal-non-disclosure-agreement.pdf", "text": "RECIPROCAL NON-DISCLOSURE AGREEMENT\nThis Reciprocal Non-Disclosure Agreement (\u201cAgreement\u201d) is entered into between Curtiss-Wright Electro-Mechanical Corporation, a Delaware corporation, having a place of business located at 1000 Wright Way, Cheswick, PA 15024, 1185 Feather Way, Bethlehem, PA 18015 and 291 Westec Drive, Mt. Pleasant, PA 15666 (collectively, \"Curtiss-Wright\") and , having an address at (\u201cCompany\u201d).\nRECITALS\nCurtiss-Wright and Company (as to proprietary information disclosed by it, the \u201cDisclosing Party\u201d) desire to provide the other party (as to the information received by it, the \u201cRecipient\u201d) certain proprietary information for the purpose of [example - internal review in relation to a potential business relationship between the parties] (the \u201cPurpose\u201d).\nAGREEMENT\nNOW THEREFORE, in consideration of the following covenants and agreements, and intending to be legally bound hereby, Curtiss-Wright and Company hereby agree as follows:\n1. DEFINITIONS\n\u201cAffiliate\u201d means any entity (including without limitation any individual, corporation, company, partnership, limited liability company or group) that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such party. \u201cAuthorized Parties\u201d means directors, officers, employees, agents, advisors, representatives, service providers, consultants and/or sub-contractors.\n\u201cProprietary Information\u201d means confidential, non-public or other proprietary information including, without limitation, trade secrets, technical information, including algorithms, code, data, designs, documentation, drawings, formulae, hardware, software, know-how, ideas, inventions, whether patentable or not, photographs, recordings, procedures, processes, reports, research, samples, sketches, specifications, operations, plans, products, financial information, including pricing and other proprietary information that is disclosed under the terms of this Agreement by Disclosing Party or its Affiliates to the Recipient. Proprietary Information shall be marked as proprietary, confidential or with another suitable legend at the time of disclosure or otherwise designated in writing as proprietary by the Disclosing Party within thirty (30) days of disclosure. Proprietary Information shall not include information which: (i) is or becomes a part of the public domain without any action by, or involvement of, Recipient, its Affiliates, or its or their Authorized Parties; (ii) is received by Recipient, its Affiliates, or its or their Authorized Parties from a third party without a duty of confidentiality owed to the Disclosing Party; (iii) is independently developed by Recipient, its Affiliates, or its or their Authorized Parties without use of or without reference to the Proprietary Information; (iv) is already in the possession of Recipient, its Affiliates, or its or their Authorized Parties and Recipient, its Affiliates, or its or their Authorized Parties can demonstrate with written proof that the information was in the possession of Recipient, its Affiliates, or its or their Authorized Parties prior to the disclosure of the Proprietary Information by the Disclosing Party; or (v) is disclosed by Recipient, its Affiliates, or its or their Authorized Parties with the prior written approval of the Disclosing Party.\n2. CONFIDENTIALITY\n2.1. Curtiss-Wright and Company agree that, as a condition to the receipt of Proprietary Information hereunder, Recipient shall: (i) not disclose, directly or indirectly, to any third party any portion of the Proprietary Information without the prior written consent of the Disclosing Party (except to its Affiliates, and its or their Authorized Parties who have a need to know the Proprietary Information and only to the extent necessary for the Purpose); (ii) not use the Proprietary Information except for the Purpose; (iii) promptly return or destroy, at the Disclosing Party\u2019s request, all materials and documentation containing the Proprietary Information received hereunder except for copies of any computer records or electronic files containing the Proprietary Information, which have been created by automated processes such as archiving or back-up procedures; (iv) take all reasonably necessary precautions to protect the confidentiality of the Proprietary Information received hereunder and exercise at least the same degree of care in safeguarding the Proprietary Information as Recipient, its Affiliates, or its or their Authorized Parties would with its own proprietary information; (v) inform all Authorized Parties of Recipient and its Affiliates to whom Proprietary Information may be disclosed or made available of the proprietary interest of the Disclosing Party therein and of the obligations of Recipient with respect thereto; and (vi) promptly advise the Disclosing Party in writing upon learning of any unauthorized use or disclosure of the Proprietary Information.\n2.2. The Recipient further agrees that prior to disclosing any Proprietary Information to its Affiliates, or its or their Authorized Parties, as allowed hereunder, the Receiving Party shall advise such Affiliates and/or Authorized Parties of the proprietary nature of the Proprietary Information, and either: (x) direct them to abide by the terms of this Agreement; or (y) ensure that they are under written agreement with the Recipient that establishes non-disclosure and limited use restrictions regarding the Proprietary Information that are no less restrictive than those set forth herein. The Recipient agrees to be responsible for any breach of this Agreement by its Affiliates and its or their Authorized Parties.\n2.3. Curtiss-Wright and Company agree that Proprietary Information may be disclosed under this Agreement with appropriate restrictive legends provided thereon to the U.S. Government under the provisions of FAR, or similar regulations of other Government agencies limiting use and disclosure, but only to the extent such limited use or disclosure is specifically related to the Purpose. If either party or any of their respective Affiliates or Authorized Parties is requested or required, by interrogatories, subpoena, or similar legal process, to disclose any Proprietary Information, such party agrees to provide the Disclosing Party with prompt written notice of each such request, to the extent practicable, so that the Disclosing Party may seek an appropriate protective order, waive compliance by the Recipient with the provisions of this Agreement, or both. If, absent the entry of a protective order or receipt of a waiver, the Recipient is, in the opinion of its counsel, legally compelled to disclose such Proprietary Information, the Recipient may disclose such Proprietary Information to the persons and to the extent required without liability under this Agreement and will use best efforts to obtain confidential treatment for any Proprietary Information so disclosed.\n2.4. This Agreement shall be effective as of the Effective Date below and shall expire three (3) years after the Effective Date. Either party may terminate this Agreement without cause by giving thirty (30) days prior written notice of termination to the other party. The obligation of confidentiality and non-disclosure with respect to Proprietary Information shall expire on the later of the date: (i) that is five (5) years from the Effective Date below; or (ii) when the Proprietary Information is no longer protected as a trade secret under applicable law.\n3. EXPORT CONTROL\nRecipient agrees that it will not export, re-export, resell or transfer, or otherwise ship or deliver any Proprietary Information, product, assembly, component or any technical data or software which violates any export controls or limitations imposed by the United States or any other governmental authority, or to any country for which an export license or other governmental approval is required at the time of export without first obtaining all necessary licenses or other approvals. The Recipient shall indemnify and hold the Disclosing Party harmless from all claims, demands, damages, costs, fines, penalties, attorneys\u2019 fees and all other expenses arising from the failure of the Recipient to comply with this clause and any local, state, provincial, or federal regulations governing the transfer of controlled information or data.\n4. MISCELLANEOUS\nThe Disclosing Party retains all right, title and interest in and to its Proprietary Information and, except as provided herein, no license or other right, express or implied is hereby transferred to the Receiving Party, including any license by implication, estoppel or otherwise, under any copyrights, mask works, trademarks, trade secrets, patents or other proprietary rights now held by, or which may be obtained by, or which is or may be licensable by the Disclosing Party. NEITHER PARTY MAKES ANY WARRANTIES REGARDING ITS PROPRIETARY INFORMATION AND THE PROPRIETARY INFORMATION IS PROVIDED \u201cAS IS\u201d. EACH PARTY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO ITS PROPRIETARY INFORMATION, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THE WARRANTY OF NON-INFRINGEMENT. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without regard to principles of conflicts of law. The parties agree to submit to the jurisdiction of the courts located in the Commonwealth of Pennsylvania as appropriate, in litigating any dispute hereunder. Neither party may assign this Agreement without the prior written consent of the other party which consent shall not be unreasonably withheld. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.\nIN WITNESS WHEREOF, Curtiss-Wright and Company have entered into this Agreement as of the Effective Date set forth below.\nCurtiss-Wright Electro-Mechanical Corporation [insert Company name]\nBy: By:\nName: Name:\nTitle: Title:\nEffective Date:\n", "spans": [ [ 0, 35 ], [ 36, 416 ], [ 417, 425 ], [ 426, 779 ], [ 780, 789 ], [ 790, 958 ], [ 959, 973 ], [ 974, 1256 ], [ 1256, 1404 ], [ 1405, 2032 ], [ 2032, 2272 ], [ 2272, 2333 ], [ 2333, 2484 ], [ 2484, 2649 ], [ 2649, 2815 ], [ 2815, 3206 ], [ 3206, 3344 ], [ 3345, 3363 ], [ 3364, 3493 ], [ 3493, 3821 ], [ 3821, 3886 ], [ 3886, 4235 ], [ 4235, 4562 ], [ 4562, 4817 ], [ 4817, 4953 ], [ 4954, 5263 ], [ 5263, 5323 ], [ 5323, 5548 ], [ 5548, 5674 ], [ 5675, 6061 ], [ 6061, 6539 ], [ 6539, 6956 ], [ 6957, 7086 ], [ 7086, 7225 ], [ 7225, 7357 ], [ 7357, 7418 ], [ 7418, 7518 ], [ 7519, 7536 ], [ 7537, 8025 ], [ 8025, 8376 ], [ 8377, 8393 ], [ 8394, 8873 ], [ 8873, 8999 ], [ 8999, 9247 ], [ 9247, 9378 ], [ 9378, 9537 ], [ 9537, 9680 ], [ 9680, 9833 ], [ 9834, 9955 ], [ 9956, 10023 ], [ 10024, 10031 ], [ 10032, 10043 ], [ 10044, 10057 ], [ 10058, 10073 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 41 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 9 ] }, "nda-1": { "choice": "Entailment", "spans": [ 10 ] }, "nda-19": { "choice": "Entailment", "spans": [ 34, 35, 36 ] }, "nda-12": { "choice": "Entailment", "spans": [ 11, 14 ] }, "nda-20": { "choice": "Entailment", "spans": [ 18, 21 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 7, 8, 18, 19 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 30 ] }, "nda-13": { "choice": "Entailment", "spans": [ 11, 13 ] }, "nda-5": { "choice": "Entailment", "spans": [ 7, 8, 18, 19 ] }, "nda-4": { "choice": "Entailment", "spans": [ 18, 20 ] } } } ], "document_type": "search-pdf", "url": "https://www.curtisswright.com/files/doc_suppliers/ems-division/electro-mechanical-division-emd-cheswick/sm-fm-14-01-rev-1-reciprocal-non-disclosure-agreement.pdf" }, { "id": 372, "file_name": "standard_clinical_trial_nda2.pdf", "text": "NON-DISCLOSURE AGREEMENT FOR EVALUATION OF CLINICAL STUDIES\nEffective Date:\nThis Non-Disclosure Agreement (\u201cAgreement\u201d) is made as of the Effective Date by and between (\u201cDiscloser\u201d) having an address at:\nand the Regents of the University of Michigan (\u201cInstitution\u201d) having business offices at 3003 S. State St., 1000 Wolverine Tower, Ann Arbor, MI 48109-1274.\n1. Background. From time to time during the term of this Agreement, Discloser may disclose to Institution certain confidential information concerning Discloser\u2019s clinical studies for the purpose of permitting Institution to evaluate whether to conduct clinical studies sponsored by Discloser (the Purpose\u201d). A general description of the confidential information to be disclosed is attached as Appendix A.\n2. Confidential Information. \u201cConfidential Information\u201d means any information, including investigator\u2019s brochures, case report forms and protocols, disclosed by or on behalf of Disclosure identified as confidential when first disclosed and provided in tangible form, or if disclosed orally summarized in a writing provided by the Discloser to Institution within twenty (20) days after oral disclosure, other than information that:\n(a) is or becomes generally available to the public other than as a result of disclosure by Institution;\n(b) is already known by or in the possession of Institution at the time of disclosure by Discloser;\n(c) is independently developed by Institution without use of or reference to Discloser\u2019s Confidential Information; or\n(d) is obtained by Institution from a third party that has not breached any obligations of confidentiality.\n3. Maintenance of Confidentiality\n3.1 Use. Institution agrees to use the Confidential Information only for evaluation purposes to determine whether to conduct clinical studies sponsored by Discloser. Institution shall not use the Confidential Information for its own benefit or the benefit of another. 3.2 Non-Disclosure. Institution agrees not to disclose or otherwise make available any of the Confidential Information to anyone except those employees and agents of Institution who need to know the Confidential Information to carry out the Purpose and who are bound by obligations of non-use and non-disclosure substantially similar to those set forth herein. Institution shall be responsible for any disclosure or use of the Confidential Information by its employees or agents.\n3.3 Care. Institution shall protect Discloser\u2019s Confidential Information using not less than the same care it uses with respect to its own confidential information, but at all times at least reasonable care.\n3.4 Required Disclosure. Institution may disclose the Confidential Information to the extent that such disclosure is required by law or court order, provided, however, that Institution promptly provides to Discloser prior written notice of such disclosure.\n4. Ownership of Confidential Information. Institution agrees that Discloser shall retain all rights to the Confidential Information. No license of any such rights to Institution is granted or implied.\n5. Term and Continuing Obligations\n5.1 Term. This Agreement shall commence as of the Effective Date, and continue for a period of one (1) year, or until earlier terminated by one party providing written notice of termination to the other, whichever comes first.\n5.2 Survival. Institution's duty to protect Discloser\u2019s Confidential Information shall survive the termination or expiration of this Agreement for a period of five (5) years.\n5.3 Return or Destroy. Institution shall promptly return or, at Discloser\u2019s option, destroy, all Discloser\u2019s Confidential Information related to a clinical study if Institution does not participate in such clinical study, upon termination or expiration of this Agreement, or upon written request by the Discloser, provided however, that Institution may retain in confidence under this Agreement one archived copy of the Discloser\u2019s Confidential Information solely for the purpose of administering Institution\u2019s obligations hereunder.\n6. Injunctive Relief. Institution agrees that (i) any breach of this Agreement may result in significant and irreparable damage to Discloser, and (ii) Discloser shall be entitled, in addition to any other remedies available at law, to seek injunctive or other equitable relief by a court of appropriate jurisdiction in the event of any breach of this Agreement.\n7. Miscellaneous\n7.1 No Obligation. This Agreement does not obligate the parties to enter into negotiations or any subsequent agreement. Any agreement concerning a relationship can only be made in a definitive written agreement, executed on behalf of each party by an authorized representative.\n7.2 Entire Agreement. This Agreement is the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements between the parties relating to the subject matter hereof. No agreement modifying or waiving any provision of this Agreement shall be binding unless made in a writing that references this Agreement and is signed by the parties. Facsimile or electronic signed copies shall have the same effect as originals.\nC. Colthorp\nIN WITNESS WHEREOF, the duly authorized representatives designated below have executed this Agreement as of the Effective Date.\nDISCLOSER THE REGENTS OF THE UNIVERSITY OF MICHIGAN\nSignature: Signature:\nAuthorized Representative: Authorized Representative:\nTitle: Title:\nDate: Office of Research and Sponsored Projects\nDate:\nAppendix A\nClinical Study Information\nProtocol Title:\nName of Clinical Drug or Device:\nClinical Trial Phase:\nDisease or condition to be studied:\nRecipient Investigator\u2019s Contact Information:\nName:\nDepartment:\nPhone:\nE-mail:\nAppendix B\nInvestigator Acknowledgement1\nI have read and understood y oligations as an emplyee of the Universty of Mihigan:\nInvestigator\u2019s Signature:\nDate:\n1 U-M does not require his Aknowledgment. Howver, the Disclsing Party may equest ORSP to obtain prior to executing he NA.\nApproved by: Last Revised By: .\n", "spans": [ [ 0, 59 ], [ 60, 75 ], [ 76, 203 ], [ 204, 359 ], [ 360, 375 ], [ 375, 668 ], [ 668, 764 ], [ 765, 794 ], [ 794, 1195 ], [ 1196, 1300 ], [ 1301, 1400 ], [ 1401, 1518 ], [ 1519, 1626 ], [ 1627, 1660 ], [ 1661, 1827 ], [ 1827, 1929 ], [ 1929, 1949 ], [ 1949, 2290 ], [ 2290, 2408 ], [ 2409, 2419 ], [ 2419, 2616 ], [ 2617, 2642 ], [ 2642, 2873 ], [ 2874, 2916 ], [ 2916, 3007 ], [ 3007, 3074 ], [ 3075, 3109 ], [ 3110, 3120 ], [ 3120, 3336 ], [ 3337, 3351 ], [ 3351, 3511 ], [ 3512, 3535 ], [ 3535, 4045 ], [ 4046, 4068 ], [ 4068, 4092 ], [ 4092, 4192 ], [ 4192, 4407 ], [ 4408, 4424 ], [ 4425, 4444 ], [ 4444, 4545 ], [ 4545, 4702 ], [ 4703, 4725 ], [ 4725, 4917 ], [ 4917, 5086 ], [ 5086, 5164 ], [ 5165, 5176 ], [ 5177, 5304 ], [ 5305, 5356 ], [ 5357, 5378 ], [ 5379, 5432 ], [ 5433, 5446 ], [ 5447, 5494 ], [ 5495, 5500 ], [ 5501, 5511 ], [ 5512, 5538 ], [ 5539, 5554 ], [ 5555, 5587 ], [ 5588, 5603 ], [ 5603, 5609 ], [ 5610, 5645 ], [ 5646, 5691 ], [ 5692, 5697 ], [ 5698, 5709 ], [ 5710, 5716 ], [ 5717, 5724 ], [ 5725, 5735 ], [ 5736, 5765 ], [ 5766, 5848 ], [ 5849, 5874 ], [ 5875, 5880 ], [ 5881, 5923 ], [ 5923, 6002 ], [ 6003, 6029 ], [ 6029, 6034 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 32 ] }, "nda-15": { "choice": "Entailment", "spans": [ 24, 25 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 8 ] }, "nda-19": { "choice": "Entailment", "spans": [ 30 ] }, "nda-12": { "choice": "Entailment", "spans": [ 8, 11 ] }, "nda-20": { "choice": "Entailment", "spans": [ 32 ] }, "nda-3": { "choice": "Entailment", "spans": [ 8 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 17 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 22 ] }, "nda-13": { "choice": "Entailment", "spans": [ 8, 12 ] }, "nda-5": { "choice": "Entailment", "spans": [ 17 ] }, "nda-4": { "choice": "Entailment", "spans": [ 14, 15 ] } } } ], "document_type": "search-pdf", "url": "https://orsp.umich.edu/sites/default/files/standard_clinical_trial_nda2.pdf" }, { "id": 373, "file_name": "standard_nda.pdf", "text": "If you want to enter into a formal confidentiality agreement with Fabforma, you would need to opt for a NDA project. After submitting your Enquiry, you shall receive an email from Fabforma with a signed version of this template. You would need to email us at support@fabforma.com, a scanned copy (with your signature on all pages) If opting for a NDA project, please go through all the clauses in this NDA template before you decide to submit your of the document.\nproject Enquiry on Fabforma.\nNON-DISCLOSURE AGREEMENT\nNOW, THEREFORE, THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:\n\"Confidential information\n1. \u201cConfidential information\u201d - For purposes of this Agreement, \" means and includes all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged and any data or information that is confidential to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to:\nAny trade secrets, proprietary documents, business plans, process, structure or practices;\nAny concepts, reports, data, know-how, works-in-progress, designs, drafts, blueprints, 3D models, development tools, specifications;\nAny and all product information, service information or details of deliverables;\nAny marketing strategies, plans, financial information, or projections; operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies;\nAny other information that should reasonably be recognized as Confidential information of the Disclosing Party;\nConfidential information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated as Confidential information. The Receiving Party acknowledges that the Confidential information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its Confidential information as trade secrets. The Receiving Party shall use the Confidential information solely for and in connection with the Purpose. Notwithstanding any other provision of this Agreement, the Parties acknowledge that Confidential information shall not include any information that,\nis or becomes legally and publicly available without breach of this Agreement by the Receiving Party;\nwas rightfully in the possession of the Receiving Party without any obligation of confidentiality; or is disclosed or is required to be disclosed under any relevant law, regulation or order of court, provided the Disclosing Party is given prompt notice of such requirement or such order and (where possible) provided the opportunity to contest it, and the scope of such disclosure is limited to the extent possible.\n2. The obligations of the Receiving Party respecting disclosure and confidentiality shall continue to be binding and applicable without limit in point in time except and until such information enters the public domain. Also, the terms of this Agreement shall survive the termination of discussions between the Parties regarding a potential relationship between the Parties. Upon any demand made by Disclosing Party, the Receiving Party shall immediately cease any and all disclosures or uses of Confidential information.\n3. The Receiving Party shall hold in strict confidence and shall not disclose to any third party, nor make it accessible in any other manner, the Confidential information of the Disclosing Party. The Receiving Party also agrees to protect the confidentiality of all the Confidential information with the same degree of care with which it protects the confidentiality of its own Confidential information. The Receiving Party shall use all such Confidential information only for the purpose of the aforementioned project and shall not use or exploit such Confidential information, at any time, for its own benefit or the benefit of another without the prior written consent of the Disclosing Party.\n4. Furthermore, the Receiving Party also agrees to the following:\nthat it may disclose the Confidential information only to its employees, affiliates, agents, contractors on a need-to-know basis in order to complete the aforementioned project and only if such employees, affiliates, agents or contractors have executed similar written non-disclosure agreements with the Receiving Party;\nthat it will take all necessary measures to ensure that the Confidential Information is not copied, duplicated, distributed, reverse engineered or reproduced in any other manner except as needed for the completion of the aforementioned project;\nthat it will immediately notify the Disclosing Party, in writing, of any actual or potential misuse or misappropriation of such Confidential information that may come to its attention;\nthe Receiving Party may be required to disclose the Confidential information to comply with a court order or similar legal process, provided that the Receiving Party provides prior written notice of such disclosure to the Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.\n5. All rights, title and interest in and to the Confidential information shall remain with the Disclosing Party or its licensors. The Disclosing Party or its licensors, as the case may be, provides the Receiving Party a limited, non-exclusive, revocable, and non-transferable license for using the Confidential information solely for the purpose of providing the Receiving Party\u2019s Services to the Disclosing Party.\n6. The Receiving Party shall, upon the written request by the Disclosing Party at any time, immediately return to the Disclosing Party all Confidential information and all documents or media containing any such Confidential information (and all copies and reproductions thereof, including, without limitation, all back-up copies in electronic formats). If the Confidential information is in a form which is incapable of return, then it shall be destroyed or erased completely by the Receiving Party.\n7. This Agreement does not obligate the Parties to enter into any transaction or any subsequent agreement with each other. Both parties agree not to take or allow to be taken any action during the term of this Agreement that has the effect of circumventing the terms of this Agreement, it being the intent of the parties that each abide by both the letter and the spirit of the terms of this Agreement.\n8. No Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Parties. This Agreement shall be binding upon all the Parties hereto and their respective successors and assigns.\n9. This Agreement may not be amended or terminated, in whole or in part, without the prior written agreement of all Parties. It supersedes all prior agreements, written or oral, between the Parties, relating to the Confidential information.\n10. The failure of any Party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement becomes invalid or null and void, then neither the validity, nor enforceability of the remainder of this Agreement shall be affected.\n11. The Receiving Party acknowledges that if the Receiving Party fails to comply with any of its obligations hereunder, the Disclosing Party may suffer immediate, irreparable harm for which monetary damages may not be adequate.\nFurthermore, the Receiving Party acknowledges that damages are not a sufficient remedy for the Disclosing Party for any breach of any of the Receiving Party\u2019s undertakings herein provided and the Receiving Party further acknowledges that the Disclosing Party is entitled to, without limitation to, the other rights guaranteed under this Agreement, to specific performance or injunctive relief (as appropriate) as one of the remedies for any breach or threatened breach of those undertakings by the Receiving Party, in addition to any other remedies available to the Disclosing Party in law or in equity.\n12. It is expressly agreed to by the Parties hereto that the formation, interpretation and performance of these Terms and any disputes arising here from will be resolved through a two-step Alternate Dispute Resolution (\u201cADR\u201d) mechanism. It is further agreed to by the Parties that the contents of this Section shall survive even after the termination or expiry of the Terms. \u2022 Mediation. The Parties agree to first mediate any disputes or claims between them in good faith and resolve the disputes amicably and share the cost of mediation equally.\n\u2022 Arbitration. In the event that mediation fails, any controversy or claim arising out of or relating to this Agreement or breach of any duties hereunder shall be settled by Arbitration in accordance with the Arbitration and Conciliation Act of India, 1996. All hearings will be held in Bangalore, Karnataka, India and shall be conducted in English. The parties shall each appoint an arbitrator who shall then appoint a sole arbitrator to preside over the Arbitration proceedings.\n13. This Agreement shall be construed and governed in accordance with the laws of India and the Parties irrevocably submit to the non-exclusive jurisdiction of the courts of India. In the event that any Party fails to honour this Agreement or any dispute arises hereunder, the Parties hereto consent, stipulate and agree that when a dispute arises as to any terms or enforcement of this Agreement, same shall be submitted to binding arbitration pursuant to the laws of India.\n14. In the event of the failure of either party to perform any of its obligations under this Agreement shall be excused if and to the extent caused by the occurrence of a Force Majeure. For purposes of this Agreement, Force Majeure shall mean a cause or event that is not reasonably foreseeable or otherwise caused by factors beyond the control of the Party claiming Force Majeure, including acts of God, fires, floods, explosions, riots, wars, hurricane, sabotage, terrorism, external hacking, breach of security, vandalism, accident, restraint of government, governmental acts, injunctions, strikes and other such incidents beyond the reasonable anticipation and control of the party affected thereby, despite such Party's reasonable efforts to prevent, avoid, delay, or mitigate the effect of such acts, events or occurrences, and which events or the effects thereof are not attributable to a Party's failure to perform its obligations under this Agreement.\n", "spans": [ [ 0, 117 ], [ 117, 229 ], [ 229, 331 ], [ 331, 464 ], [ 465, 493 ], [ 494, 518 ], [ 519, 630 ], [ 631, 656 ], [ 657, 1094 ], [ 1095, 1185 ], [ 1186, 1318 ], [ 1319, 1399 ], [ 1400, 1669 ], [ 1670, 1781 ], [ 1782, 1944 ], [ 1944, 2217 ], [ 2217, 2323 ], [ 2323, 2471 ], [ 2472, 2573 ], [ 2574, 2989 ], [ 2990, 3209 ], [ 3209, 3364 ], [ 3364, 3510 ], [ 3511, 3707 ], [ 3707, 3915 ], [ 3915, 4207 ], [ 4208, 4273 ], [ 4274, 4594 ], [ 4595, 4839 ], [ 4840, 5024 ], [ 5025, 5359 ], [ 5360, 5490 ], [ 5490, 5774 ], [ 5775, 6128 ], [ 6128, 6274 ], [ 6275, 6398 ], [ 6398, 6677 ], [ 6678, 6808 ], [ 6808, 6912 ], [ 6913, 7038 ], [ 7038, 7153 ], [ 7154, 7304 ], [ 7304, 7486 ], [ 7487, 7714 ], [ 7715, 8318 ], [ 8319, 8556 ], [ 8556, 8694 ], [ 8694, 8707 ], [ 8707, 8866 ], [ 8867, 8882 ], [ 8882, 9119 ], [ 9119, 9217 ], [ 9217, 9347 ], [ 9348, 9529 ], [ 9529, 9823 ], [ 9824, 10010 ], [ 10010, 10784 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Contradiction", "spans": [ 26, 28 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 31 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 8, 9, 11, 12 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 21 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 33 ] }, "nda-3": { "choice": "Entailment", "spans": [ 8 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 26, 27 ] }, "nda-17": { "choice": "Entailment", "spans": [ 26, 28 ] }, "nda-8": { "choice": "Entailment", "spans": [ 19, 30 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 26, 27 ] }, "nda-4": { "choice": "Entailment", "spans": [ 16, 25 ] } } } ], "document_type": "search-pdf", "url": "http://www.fabforma.com/assets/admin_default_images/standard_nda.pdf" }, { "id": 374, "file_name": "stony_hill_buyer_nda.pdf", "text": "STANDARD BUYER'S NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nThe undersigned (the \"Buyer\") understands and acknowledges that STONY HILL BUSINESS BROKERS, LLC (the \"Broker\") has been retained, for an agreed upon commission, to represent _________________________________________ (\u201cSeller\u201d) in the sale of the Business. Buyer understands and acknowledges the Broker is acting as the agent of the Seller and that Broker's primary duty is to represent the interests of the Seller.\nIn order to induce Broker and Seller to furnish information regarding the Business (the \"Information\") to Buyer for Buyer's evaluation and possible purchase of said Business and in consideration for Broker and Seller furnishing such information, Buyer understands, agrees, represents and warrants to Broker and Seller as follows:\n1. The word \"Buyer\u201d, as used herein shall mean and include the undersigned individually, and any partnership, limited liability company, corporation, or any other business entity identified below.\n2. The Information is of a proprietary and confidential nature, the disclosure of which to any other party could result in damages to the Seller and/or Business.\n(a) The Information furnished by Broker or Seller has not been publicly disclosed, has not been made available to Buyer by any party or source other than Broker or Seller and is being furnished only upon the terms and conditions contained in this Agreement;\n(b) Buyer will not disclose the Information, in whole or in part, to any party other than persons within Buyer's organization, including independent advisers/consultants, who have a need to know such Information for purposes of evaluating or structuring the possible purchase of the Business. Buyer accepts full responsibility for full compliance with all provisions of this Agreement by such other persons;\n(c) Buyer will not disclose, except to the extent required by law, to any parties other than the persons described in Paragraph 2(B) above that the Business is available for purchase or that evaluations, discussions or negotiations are taking place concerning a possible purchase;\n(d) Buyer will not utilize, now or at any time in the future, any trade secret(s), as that term may be defined under statutory or common law, that is/are included in the furnished Information for any purpose other than evaluating the possible purchase of the Business, including, without limitation, not utilizing same in the conduct of Buyer's or any other party's present or future business(es);\n(e) In addition to the prohibition against utilizing trade secret(s), Buyer will not utilize any other furnished information for any purpose other than evaluating the possible purchase of the Business; and\n(f) If Buyer decides does not purchase the Business, Buyer will promptly return to Broker all Information previously furnished by Broker or Seller, including any and all reproductions of same, and further, shall destroy any and all analyses, compilations or other material that incorporates any part of said Information.\n3. Buyer will not contact the Seller or Seller's employees, customers, suppliers or agents other than Broker for any reason whatsoever without the prior written consent of the Broker. All contacts with the Seller or such other parties will be made through or by Broker unless otherwise agreed to by Broker, in writing. Seller\u2019s employees may not be aware of the sale of the Business and Buyer agrees not to disclose to Seller\u2019s employees that the Business is for sale, nor identify that Buyer is a possible purchaser of the Business.\n4. The Information furnished by Broker has been prepared by or is based upon representations of the Seller and Broker has made no independent investigation or verification of said Information. Broker makes no representation that the Information is accurate or complete. Buyer hereby expressly releases and discharges Broker from any and all responsibility and/or liability in connection with the accuracy, completeness or any other aspects of the information and accepts sole and final responsibility for the evaluation of the Information and all other factors relating to the Business. Buyer understands and acknowledges that it has been advised to engage attorneys, accountants and other advisors to complete due diligence on the Business offered for sale to verify that the Business is satisfactory. Buyer understands that the future success or failure of the Business is primarily dependent on the Buyer\u2019s knowledge and efforts and is not dependent on the Business\u2019s past volume of business or profitability.\n5. The Information is subject to change or withdrawal without notice and the Business is being offered for sale subject to prior sale or the withdrawal of said offering without notice.\n6. Buyer will indemnify and hold harmless the Broker and Seller from any and all claims or actions arising from Buyer's acts or failures to act in pursuing the possible purchase of the Business, including, without limitation, reasonable attorney's fees and other expenses incurred by Broker and seller.\n7. Buyer will not, for a period of three (3) years from the date hereof, enter into any agreement for the purchase of the Business, in whole or in part, or assist or promote any other party in so doing, unless such agreement to purchase provides for commission to be paid Broker, with the commission being defined as the amount agreed upon by Broker and Seller in the \"Business Listing Contract\u201d, \u201cEngagement Agreement\u201d or similar agreement between those parties. If Buyer violates the foregoing provision, Buyer will be liable for and pay any commission that would have been due to Broker by Seller upon demand without any obligation on Broker's part to first exhaust any legal remedies against Seller.\n8. Buyer represents that Buyer has sufficient financial resources to complete the transaction for the asking price and terms set forth herein. Buyer agrees to provide, upon request by Broker or Seller, financial statements, credit references and other pertinent information evidencing such financial sufficiency.\n9. The performance and construction of this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. All sums due hereunder shall be payable at the office of the Broker in Bucks County, Pennsylvania. The parties agree to the exclusive jurisdiction of the state and federal courts in and for Bucks County, Pennsylvania to enforce the terms of this Agreement. Claims for injunctive relief may be filed in any court with appropriate jurisdiction over the matter. All other claims must be arbitrated in accordance with section 11 below.\n10. This Agreement shall be binding upon the Buyer, Buyer's heirs, executors, successors, assigns, administrators or representatives. If any provision of this Agreement shall be held to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and this Agreement shall be construed as if such invalid, void or unenforceable provision had not been contained herein.\n11. Any controversy between the parties arising out of the terms, obligations, covenants or conditions of this Agreement, shall be arbitrated in Bucks County, Pennsylvania on written request of one (1) party served on the other. Such arbitration shall be under the rules of the American Arbitration Association. The arbitrator shall have no authority to change any provisions of this agreement; the arbitrator\u2019s sole authority shall be to interpret or apply the provisions of this Agreement. The expenses of arbitration conducted pursuant to this paragraph shall be born by the parties in such proportion as the Arbitrator shall decide.\n12. The terms and conditions of this Agreement shall also apply to any other business and/or property on which Broker has been retained to represent the owner(s) in the sale thereof and on which Broker or owner(s) has furnished information to Buyer. Further, it shall not be necessary for Buyer to execute any additional agreement(s) to that effect and any terms and conditions of this Agreement that refer to the date hereof shall automatically be adjusted to reflect the date on which Broker or owner(s) initially furnished information to Buyer on such other business and/or property.\n13. The provisions hereof cannot be modified, amended, supplemented or rescinded without the written consent of Broker and this Agreement sets forth the entire agreement and understanding of the parties hereto.\nEXECUTED ON THIS ______ DAY OF ___________________, 201___.\n____________________________________ ________________________________\nTyped/Printed Name of Buyer Typed/Printed Name of Buyer\n(additional buyer/partner)\n____________________________________ ________________________________\nSignature (Individually and as Signature (Individually and as\nDuly Authorized Representative) Duly Authorized Representative)\n____________________________________ ________________________________\nStreet Address E-mail Address\n____________________________________ ________________________________\nCity, State, Zip Code Telephone (fax)\n____________________________________ ________________________________\nTelephone (voice) Telephone (mobile)\nStony Hill Business Brokers, LLC\n", "spans": [ [ 0, 61 ], [ 62, 237 ], [ 237, 279 ], [ 279, 319 ], [ 319, 477 ], [ 478, 807 ], [ 808, 1004 ], [ 1005, 1166 ], [ 1167, 1424 ], [ 1425, 1718 ], [ 1718, 1832 ], [ 1833, 2113 ], [ 2114, 2511 ], [ 2512, 2717 ], [ 2718, 3038 ], [ 3039, 3223 ], [ 3223, 3358 ], [ 3358, 3572 ], [ 3573, 3766 ], [ 3766, 3843 ], [ 3843, 4160 ], [ 4160, 4376 ], [ 4376, 4585 ], [ 4586, 4770 ], [ 4771, 5073 ], [ 5074, 5538 ], [ 5538, 5777 ], [ 5778, 5921 ], [ 5921, 6090 ], [ 6091, 6212 ], [ 6212, 6311 ], [ 6311, 6469 ], [ 6469, 6571 ], [ 6571, 6643 ], [ 6644, 6778 ], [ 6778, 7062 ], [ 7063, 7292 ], [ 7292, 7375 ], [ 7375, 7555 ], [ 7555, 7699 ], [ 7700, 7950 ], [ 7950, 8286 ], [ 8287, 8497 ], [ 8498, 8529 ], [ 8529, 8557 ], [ 8558, 8595 ], [ 8595, 8627 ], [ 8628, 8683 ], [ 8684, 8710 ], [ 8711, 8748 ], [ 8748, 8780 ], [ 8781, 8842 ], [ 8843, 8906 ], [ 8907, 8944 ], [ 8944, 8976 ], [ 8977, 9006 ], [ 9007, 9044 ], [ 9044, 9076 ], [ 9077, 9114 ], [ 9115, 9152 ], [ 9152, 9184 ], [ 9185, 9221 ], [ 9222, 9254 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 14 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 11 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 12 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 14 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 15 ] }, "nda-7": { "choice": "Entailment", "spans": [ 9 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 9 ] }, "nda-4": { "choice": "Entailment", "spans": [ 12, 13 ] } } } ], "document_type": "search-pdf", "url": "http://cdn2.hubspot.net/hub/44760/file-14106665-pdf/docs/stony_hill_buyer_nda.pdf?t=1449861629669" }, { "id": 375, "file_name": "thoughtbot-mutual-nda.pdf", "text": "Mutual Non-Disclosure Agreement\nTHIS NON-DISCLOSURE AGREEMENT (\u201cAgreement\u201d) is made and entered into as of between thoughtbot, inc. having its place of business at 41 Winter Street, 7th Floor, Boston, MA 02108 and , having its place of business at .\n1. Purpose\nThe above named entities wish to explore a business opportunity of mutual interest and in connection with this opportunity wishes to execute this Non Disclosure Agreement (\u201cAgreement\u201d).\n2. Confidential Information\nConfidential information means any information disclosed to by one party to the other, either directly or indirectly in writing, orally or by inspection of tangible or intangible objects, including without limitation documents, business plans, source code, software, documentation, financial analysis, marketing plans, customer names, customer list, customer data. Confidential Information may also include information disclosed to a party by third parties at the direction of a Disclosing Party. Confidential Information shall not, however, include any information which the Receiving party can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of Receiving Party; or (iii) is in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party as shown by Receiving Party\u2019s files and records immediately prior to the time of disclosure. The party disclosing the Confidential Information shall be referred to as \u201cDisclosing Party\u201d in the Agreement and the party receiving the Confidential Information shall be referred to as \u201cReceiving Party\u201d in the Agreement.\n3. Non-use and Non-disclosure\nThe Receiving Party agrees not to use any Confidential Information for any purpose except to evaluate and engage in discus-sions concerning a potential business relationship between the parties hereto. Receiving Party agrees not to disclose any Con-fidential Information to third parties or to its employees, except to those employees who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship. The Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party\u2019s Confidential Information and which are provided to the Receiving Party hereunder.\n4. Maintenance and Confidentiality Information\nThe Receiving Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure and unau-thorized use of the Confidential Information. Without limiting the foregoing, Receiving Party shall take at least those measures that Receiving Party takes to protect its own most highly confidential information and shall have its employees, if any, who have access to Confidential Information sign a nonuse and non-disclosure agreement in content substantially similar to the provi-sions hereof, prior to any disclosure of Confidential Information to such employees. The Receiving Party shall not make any cop-ies of Confidential Information unless the same are previously approved in writing by the Disclosing Party. The Receiving Party shall reproduce the Disclosing Party\u2019s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information.\n5. No Obligation\nNothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.\n6. No Warranty\nALL CONFIDENTIAL INFORMATION IS PROVIDED \u201cAS IS\u201d. NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.\n7. Return of Materials\nAll documents and other tangible objects containing or representing Confidential Information and all copies thereof which are in the possession of Receiving Party shall be and remain the property of the Disclosing Party and shall be promptly returned to the Disclosing Party upon the Disclosing Party\u2019s request.\n8. No License\nNothing in this Agreement is intended to grant any rights to either party under any patent, mask work right or copyright of Company, nor shall this Agreement grant Receiving Party any rights in or to Confidential Information except as expressly set forth herein.\n9. Term\nThis Agreement shall survive for a period of 3 years from the date of disclosure of the Confidential Information.\n10. Remedies\nThe Receiving Party agrees that any violation or threatened violation of this Agreement will cause irreparable injury to the Dis-closing Party, entitling the Disclosing Party to obtain injunctive relief in addition to all legal remedies.\n11. Miscellaneous\nThis Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without reference to conflict of laws principles. This docu-ment contains the entire agreement between the parties with respect to the subject matter hereof. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. Any and all disputes arising under or related to this Agreement shall be adjudicated exclusively in the Commonwealth of Massachusetts. The parties have executed this Nondisclosure Agreement as of the date first above written.\nIN WITNESS WHEREOF the parties hereto have executed this\nAgreement on the date set forth as written above.\nthoughtbot, inc.\nAuthorized Signature Authorized Signature\nPrinted Name Printed Name and Title\n", "spans": [ [ 0, 22 ], [ 22, 31 ], [ 32, 249 ], [ 250, 260 ], [ 261, 446 ], [ 447, 474 ], [ 475, 840 ], [ 840, 972 ], [ 972, 1081 ], [ 1081, 1187 ], [ 1187, 1314 ], [ 1314, 1542 ], [ 1542, 1764 ], [ 1765, 1794 ], [ 1795, 1997 ], [ 1997, 2268 ], [ 2268, 2509 ], [ 2510, 2545 ], [ 2545, 2556 ], [ 2557, 2729 ], [ 2729, 3151 ], [ 3151, 3302 ], [ 3302, 3496 ], [ 3496, 3645 ], [ 3646, 3662 ], [ 3663, 3907 ], [ 3908, 3922 ], [ 3923, 3973 ], [ 3973, 4092 ], [ 4093, 4115 ], [ 4116, 4427 ], [ 4428, 4441 ], [ 4442, 4704 ], [ 4705, 4712 ], [ 4713, 4826 ], [ 4827, 4839 ], [ 4840, 5077 ], [ 5078, 5095 ], [ 5096, 5203 ], [ 5203, 5336 ], [ 5336, 5444 ], [ 5444, 5571 ], [ 5571, 5684 ], [ 5684, 5819 ], [ 5819, 5909 ], [ 5910, 5966 ], [ 5967, 6016 ], [ 6017, 6033 ], [ 6034, 6075 ], [ 6076, 6111 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 16 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 30, 32 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 34 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 30 ] }, "nda-3": { "choice": "Entailment", "spans": [ 6 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 15 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 21 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 15 ] }, "nda-4": { "choice": "Entailment", "spans": [ 14 ] } } } ], "document_type": "search-pdf", "url": "https://thoughtbot.com/documents/thoughtbot-mutual-nda.pdf" }, { "id": 376, "file_name": "tpi-non-disclosure-agreement_1.pdf", "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement is made and entered into by execution of this document or a duplicate hereof effective this ___[Date]___, by and between, TPI Composites, Inc. a company established under the laws of Delaware and having its registered offices at 8501 N. Scottsdale Rd., Suite 280, Scottsdale, Arizona 85253, as well as all of its subsidiaries, affiliates divisions and units of such corporation, entities or businesses related in any way to TPI Composites, Inc., including, but not limited to joint ventures (hereinafter referred to as \"TPI\") and [Insert Company] , having its registered offices at [Address] (hereinafter referred to as \" \"). The term \"Party\" or \"Parties\" as used herein refers to one or both of the foregoing entities, depending on context.\nWHEREAS, TPI is a company that develops and manufactures large-scale composite materials for the wind energy, transportation and military markets;\nWHEREAS, TPI has developed valuable technology, know-how, trade secrets, and other confidential information relating to reinforced plastic composite materials and processes;\nWHEREAS, [Insert Company] desires to receive and examine certain confidential data of TPI relating to composite materials and/or other products that TPI has obtained, designed, manufactured or developed for use in the wind energy, transportation or military markets;\nWHEREAS, TPI is willing to provide [Insert Company] certain confidential and proprietary data relating to the above-referenced technology and processes; and\nWHEREAS, the Parties desire to define and set out the terms and conditions which prevent each of the Parties from any unlawful or unauthorized disclosure of confidential and proprietary information as stipulated hereinbelow.\nNOW, THEREFORE, in consideration of the terms and conditions hereinafter set forth, the Parties agree as follows:\n1. \u201cProprietary Information,\u201d as used herein, shall mean any and all samples, formula, methods, know-how, technology, software, material, engineering data, specifications, sketches, drawings, schematics, designs, manufacturing processes, test results, compilations, and any other material, information, ideas, concepts or knowledge which a party (the \u201cDisclosing Party\u201d) furnishes to another party (the \u201cReceiving Party\u201d): (i) in written or other tangible form whether marked with a proprietary legend or not, or (ii) in oral or visual form that is identified as proprietary at the time of disclosure and is summarized and designated proprietary in a written memorandum delivered to Receiving Party within thirty (30) days of the disclosure. Examples of such Proprietary Information include, but are not limited to, pricing, computer programs, computer code, modules, scripts, algorithms, features, and modes of operation, inventions (whether or not patentable), techniques, processes, methodologies, know-how, schematics, testing procedures, design and function specifications, documentation, and the features, mode of operation and other details of Disclosing Party\u2019s products and services, as well as the names and expertise of Disclosing Party\u2019s employees, product development plans and forecasts.\nSuch Proprietary Information shall not include information which (1) is in or (other than by an act attributable to the Receiving Party) passes into the public domain; (2) was in the possession of the Receiving Party prior to disclosure thereof by or on behalf of the Disclosing Party; (3) is disclosed to the Receiving Party by a third party who lawfully possesses such information and who is duly authorized or otherwise entitled to disclose such information; (4) is disclosed pursuant to the order or requirement of a government body, court or administration agency; or (5) is independently developed by an employee of the Receiving Party who has not had access to the information disclosed hereunder.\n2. Proprietary Information shall be held in strict confidence by Receiving Party and shall not be used by Receiving Party except for (i) the purposes described in this Agreement, unless disclosure or further use is authorized or consented to in writing by Disclosing Party which consent shall not be unreasonably withheld or delayed and/or (ii) the case where disclosure of the same is required under applicable law or by a governmental order, rule or regulation or by the regulations of any relevant stock exchange or other governmental authority (provided that the Receiving party shall give written notice of such required disclosure to the other party prior to the disclosure).\nSuch consent to disclose Proprietary Information to employees of Receiving Party or its affiliated company (\u201caffiliated Receiving Party\u201d) with a legitimate \u201cneed to know\u201d and only for the purposes described in this Agreement is herewith given, but further consent shall be required for disclosure to others or authorization of use by others. For purposes of this Confidentiality Agreement, an \"affiliated Receiving Party\" means and includes a parent, if any, of Receiving Party and all present and future companies in which Receiving Party, or its parent, individually or collectively, directly or indirectly, through one or more intermediaries, owns or controls fifty percent (50%) or more of the outstanding stock having the right to vote for or appoint directors thereof. Prior to any use or disclosure of Proprietary Information by or to another, Receiving Party shall ensure that the recipient has entered into an agreement limiting the recipient's disclosure and use of Proprietary Information consistent with this Agreement.\n3. To enable the Disclosing Party to disclose \u201ctechnical data\u201d to the Receiving Party in compliance with the requirements of the U.S. Commerce Department\u2019s Export Administrative Regulations, the Receiving Party hereby gives its assurance to the Disclosing Party that the Receiving Party will not knowingly, unless prior written authorization is obtained from the Disclosing Party and the U.S. Commerce Department, export, re-export or otherwise disclose, directly or indirectly, any \u201ctechnical data\u201d (or computer software and any related documentation) received from the Disclosing Party which is not otherwise available to the general public, nor allow the direct product thereof to be shipped directly or indirectly, to any of the countries published on the restrictive list promulgated and amended from time to time by the U.S. Department of Commerce.\nNotwithstanding any other provision of this Agreement, this Paragraph 3 shall survive any termination or expiration of this Agreement.\n4. Immediately upon a request by the Disclosing Party at any time, the Receiving Party will turn over to the Disclosing Party all Proprietary Information of the Disclosing Party and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof or upon request of the Disclosing Party, the Receiving Party shall certify in writing that all materials containing Proprietary Information (including all copies thereof) have been destroyed. The Receiving Party understands that nothing herein (a) requires the disclosure of any Proprietary Information of the Disclosing Party, which shall be disclosed if at all solely at the option of the Disclosing Party, or (b) requires the Disclosing Party to proceed with any proposed transaction or relationship in connection with which Proprietary Information may be disclosed.\n5. No rights or obligations other than those expressed and recited herein are to be implied from this Agreement. In particular, no licenses are hereby granted directly or indirectly under any patent, copyright, or trademark now held by or which may be obtained by, or which is licensable by Disclosing Party, including but not limited to, any license to make, use or sell any product embodying any Proprietary Information. No other existing Agreement between parties, if any, are modified or terminated by this Agreement. No warranty or representation is made by Disclosing Party hereto that any information transmitted by it hereunder is patentable or copyrightable, or that any such information involves concepts or embodiments that are free of infringement of other rights. Disclosing Party hereto confers no right to Receiving Party to use in advertising, publicity, or otherwise any trademark or trade name of Disclosing Party, nor confers any authorization to Receiving Party to act as an agent on its behalf for any purpose.\n6. This Non-Disclosure Agreement shall remain in full force and effect from the effective date indicated above. Either party may terminate this Agreement by giving the other Party sixty (60) days\u2019 written notice. However the confidentiality obligations and all powers, rights and duties provided herein shall extend for a period of five (5) years following the termination of this Agreement. Neither Party shall assign this Agreement to any third party, without the prior written consent of the other Party.\n7. The Parties acknowledge and agree that due to the unique nature of the Disclosing Party\u2019s Proprietary Information, money damages will not be a sufficient remedy for a breach of this Agreement. Because a violation of any of the provisions of this Agreement will likely cause irreparable loss and harm which cannot be reasonably or adequately compensated by damages in an action at law, the Disclosing Party will be entitled to specific performance and injunctive relief or other appropriate equitable relief as remedies for any such breach. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement but will be in addition to all other remedies available at law or in equity to the Disclosing Party.\n8. This Agreement shall be governed and construed in accordance with the laws of Delaware, without regard to conflicts of law principles. Any dispute, controversy and/or difference which may arise between the Parties out of or in relation to or in connection with this Agreement, or the breach thereof, which cannot be settled by amicable mutual accord without undue delay, shall be filed in the courts of Delaware.\n9. This Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and supersedes and cancels all prior communications, understandings and agreements between the Parties hereto relating to the Proprietary Information, whether written or oral, expressed or implied. The Parties agree that this Agreement is severable and that in the event any provision of this Agreement is held to be illegal, invalid or enforceable, the legality, validity and enforceability of the remaining provisions will not be affected or impaired.\nIN WITNESS WHEREOF, the parties have respectively caused duplicates of this document to be executed on their behalf by their proper officers and employees thereunto duly authorized.\n[TPI Composites, Inc.] [Insert Company]\nBy: By:\n(Signature) (Signature)\nName: Name:\n(Print) (Print)\nTitle: Title:\n", "spans": [ [ 0, 24 ], [ 25, 45 ], [ 45, 681 ], [ 681, 796 ], [ 797, 943 ], [ 944, 1117 ], [ 1118, 1384 ], [ 1385, 1541 ], [ 1542, 1766 ], [ 1767, 1880 ], [ 1881, 2304 ], [ 2304, 2394 ], [ 2394, 2623 ], [ 2623, 3182 ], [ 3183, 3200 ], [ 3200, 3248 ], [ 3248, 3351 ], [ 3351, 3469 ], [ 3469, 3645 ], [ 3645, 3756 ], [ 3756, 3887 ], [ 3888, 4021 ], [ 4021, 4228 ], [ 4228, 4569 ], [ 4570, 4912 ], [ 4912, 5345 ], [ 5345, 5601 ], [ 5602, 6456 ], [ 6457, 6591 ], [ 6592, 7076 ], [ 7076, 7128 ], [ 7128, 7296 ], [ 7296, 7453 ], [ 7454, 7567 ], [ 7567, 7877 ], [ 7877, 7976 ], [ 7976, 8231 ], [ 8231, 8485 ], [ 8486, 8509 ], [ 8509, 8598 ], [ 8598, 8699 ], [ 8699, 8878 ], [ 8878, 8993 ], [ 8994, 9190 ], [ 9190, 9537 ], [ 9537, 9730 ], [ 9731, 9869 ], [ 9869, 10146 ], [ 10147, 10460 ], [ 10460, 10715 ], [ 10716, 10897 ], [ 10898, 10921 ], [ 10921, 10937 ], [ 10938, 10945 ], [ 10946, 10969 ], [ 10970, 10981 ], [ 10982, 10997 ], [ 10998, 11011 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 33, 34, 37 ] }, "nda-10": { "choice": "Entailment", "spans": [ 42 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 0, 10, 13 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 10, 11 ] }, "nda-19": { "choice": "Entailment", "spans": [ 28, 41 ] }, "nda-12": { "choice": "Entailment", "spans": [ 14, 15, 20 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 29 ] }, "nda-3": { "choice": "Entailment", "spans": [ 10, 12 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 24 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 21, 23 ] }, "nda-13": { "choice": "Entailment", "spans": [ 14, 15, 18 ] }, "nda-5": { "choice": "Entailment", "spans": [ 24 ] }, "nda-4": { "choice": "Entailment", "spans": [ 21, 22 ] } } } ], "document_type": "search-pdf", "url": "http://www.tpicomposites.com/files/doc_downloads/sourcing_and_supply/tpi-non-disclosure-agreement.pdf" }, { "id": 377, "file_name": "ttp-nda.pdf", "text": "TTP Non-Disclosure Agreement\n1. Purpose. Technology Transfer Partners (\u201cTTP\u201d) is a group of Micro Focus network administrators and network architects working in school, college, university or government settings. This group meets and shares ideas and experiences, and recommendations about network environments. The purpose of this Non-Disclosure Agreement (\u201cAgreement\u201d) is to protect Confidential Information shared by the parties or by other members of the TTP group in the TTP mailing list or TTP meetings.\nMicro Focus Software Inc. (\"Micro Focus\") and the \"Individual\" identified below agree to the following provisions. The terms \u201cDiscloser\u201d and \u201cRecipient\u201d as used herein apply to both parties to this Agreement in their respective roles as discloser of Confidential Information and recipient of Confidential Information.\n2. Confidential Information. Information that shall be considered \"Confidential Information\" shall be (i) any Information disclosed by Micro Focus, Individual, or another TTP member on the TTP mailing list or during a TTP meeting that contains information regarding the Discloser\u2019s network or business environment or experiences, or information regarding the business plans or personnel or finances of the Discloser, (ii) any information Discloser can show should be reasonably understood to be proprietary to Discloser, and (iii) information marked in writing as \"confidential.\"\nConfidential Information does not include information that (1) is already in Recipient\u2019s possession without obligation of confidence; or (2) Recipient independently develops; or (3) is or becomes publicly available without breach of the Agreement; or (4) Recipient rightfully receives from a third party without obligation of confidence; or (5) Discloser releases for disclosure by giving written consent; or (6) is required to be disclosed by court or regulatory rule or order.\n3. Permissible Use. Recipient may use and disclose the Confidential Information among its internal information technology and management staff for its own internal business purposes. Either party may also disclose on the TTP mailing list Confidential Information previously received on the TTP mailing list or during TTP meetings. Micro Focus may post for use of the TTP program a list of the organizations and individuals that have signed a Micro Focus TTP Non-disclosure Agreement.\n4. Obligation of Confidentiality. For a period of 3 years from the date of disclosure, Recipient agrees to use the same care and discretion as it uses with its own confidential information to avoid, except as expressly permitted in this Agreement, disclosure or publication of Discloser\u2019s Confidential Information. At a minimum shall Recipient use reasonable care to protect Confidential Information.\n5. Ownership. All Confidential Information remains the property of the Discloser and/or its licensors.\n6. Freedom of Use. Recipient shall be free to use for any purposes Residuals resulting from access to or work with Discloser\u2019s Confidential Information. However, the foregoing does not give Recipient the right to disclose the financial, statistical, or personnel information or the business plans of Discloser, and shall not be deemed to grant to either party a license under the other party\u2019s copyrights or patents. The term \"Residuals\" means information which may be retained in non-tangible form by persons who have had access to the Confidential Information, including without limitation general ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment or reassignment of personnel.\nExcept as otherwise provided in this Agreement, the parties acknowledge that the communications hereunder will not serve to impair the right of either party to independently develop, make, use, procure or market products or services now or in the future that may be similar to or competitive with those offered by Discloser, nor require Recipient to disclose any planning or other information to Discloser. This Section shall survive termination of this Agreement.\n7. Termination. This Agreement shall begin on the date it is executed and shall extend until that date which is six (6) months after the date on which Individual ceases to be a participant in TTP. Either party may terminate this Agreement for its convenience upon written notice to the other. Upon termination of this Agreement, or earlier upon Discloser\u2019s request, Recipient shall promptly return or destroy all documents and tangible items in its possession which contain any part of the Confidential Information of Discloser. Upon Agreement termination, all obligations of confidentiality shall survive and continue to bind Recipient in accordance with their terms.\n8. Disclaimer. All Confidential Information is provided AS IS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. Discloser does not represent or warrant the accuracy or completeness of the Confidential Information, that it will release any related product, or that target dates will be met. The entire risk arising out of the use of the Confidential Information remains with Recipient. Discloser may change or cancel its plans at any time.\n9. Limitation of Liability. IN NO EVENT SHALL DISCLOSER BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR OTHER PECUNIARY LOSS) ARISING OUT OF RECIPIENT'S USE OF OR INABILITY TO USE THE CONFIDENTIAL INFORMATION.\n10. General.\na. This Agreement shall be governed and construed in accordance with the laws of Utah (without regard to conflicts of laws provisions). In any legal proceeding arising out of this Agreement, the prevailing party shall be entitled to an award of its costs and reasonable attorneys' fees. The parties agree that Utah state and federal courts shall have jurisdiction and venue in any such proceeding.\nb. Export Constraints. Recipient shall follow U.S. Export Administration laws and regulations and shall not export or re-export any technical data or products received from Discloser or the direct product of such technical data to any proscribed country listed in the U.S. Export Administration regulations unless properly authorized by the U.S. government.\nc. Neither party may assign its rights or delegate its duties or obligations under this Agreement without prior written consent, which shall not be unreasonably withheld. The parties acknowledge that they have read this Agreement, understand it, and agree to be bound by the terms and conditions. Further, they agree that the complete and exclusive statement of the agreement between the parties relating to this subject shall consist of this Agreement.\n", "spans": [ [ 0, 19 ], [ 19, 28 ], [ 29, 41 ], [ 41, 213 ], [ 213, 312 ], [ 312, 509 ], [ 510, 625 ], [ 625, 827 ], [ 828, 857 ], [ 857, 930 ], [ 930, 1245 ], [ 1245, 1353 ], [ 1353, 1407 ], [ 1408, 1467 ], [ 1467, 1545 ], [ 1545, 1586 ], [ 1586, 1659 ], [ 1659, 1749 ], [ 1749, 1817 ], [ 1817, 1886 ], [ 1887, 1907 ], [ 1907, 2070 ], [ 2070, 2218 ], [ 2218, 2370 ], [ 2371, 2405 ], [ 2405, 2686 ], [ 2686, 2771 ], [ 2772, 2786 ], [ 2786, 2874 ], [ 2875, 2894 ], [ 2894, 3028 ], [ 3028, 3292 ], [ 3292, 3534 ], [ 3534, 3639 ], [ 3640, 4047 ], [ 4047, 4104 ], [ 4105, 4121 ], [ 4121, 4302 ], [ 4302, 4398 ], [ 4398, 4634 ], [ 4634, 4773 ], [ 4774, 4789 ], [ 4789, 4895 ], [ 4895, 5073 ], [ 5073, 5168 ], [ 5168, 5221 ], [ 5222, 5250 ], [ 5250, 5431 ], [ 5431, 5514 ], [ 5515, 5527 ], [ 5528, 5664 ], [ 5664, 5815 ], [ 5815, 5925 ], [ 5926, 5949 ], [ 5949, 6283 ], [ 6284, 6455 ], [ 6455, 6581 ], [ 6581, 6737 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 39 ] }, "nda-15": { "choice": "Entailment", "spans": [ 28, 31 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 9, 10, 32 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 9, 10, 11, 12 ] }, "nda-19": { "choice": "Entailment", "spans": [ 35, 40 ] }, "nda-12": { "choice": "Entailment", "spans": [ 13, 15, 34 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 13, 17 ] }, "nda-5": { "choice": "Entailment", "spans": [ 21 ] }, "nda-4": { "choice": "Contradiction", "spans": [ 21, 30 ] } } } ], "document_type": "search-pdf", "url": "https://www.thettp.org/system/files/non-nda/documents/non-disclosure-agreement/ttp-nda.pdf" }, { "id": 378, "file_name": "vmw-certification-conduct-policy.pdf", "text": "C E R T I F I C A T I O N P O L I C Y\nNONDISCLOSURE AGREEMENT /\nCONDUCT POLICY\nRecipient agrees that all information disclosed by the Company to Recipient, including without limitation information acquired by Recipient from Company employees or inspection of the Company\u2019s property, relating to (without limitation) the Company\u2019s products, designs, business plans, business opportunities, finances, research, development, know-how or personnel, and confidential information disclosed to the Company by third parties, shall be considered Confidential Information. Recipient agrees to maintain the confidence of the Confidential Information and to prevent its unauthorized dissemination; provided however, that Confidential Information shall not include information which (i) is now or subsequently becomes generally known or available by publication, commercial use or otherwise, through no fault of Recipient, (ii) is known by Recipient at the time of disclosure, (iii) is independently developed by Recipient without the use of any Confidential Information, (iv) is lawfully obtained by Recipient from a third party without violation of a confidentiality obligation, or (v) the Company agrees in writing may be disclosed by Recipient.\nRecipient expressly agrees not to use the Confidential Information for purposes other than those necessary to consider the possibility of entering into a business relationship with the Company.\nAll Confidential Information remains the property of the Company and no license or other rights in the Confidential Information is granted hereby. All information is provided \u201cas is\u201d and without any warranty, express, implied, or otherwise, regarding its accuracy or performance. Recipient agrees to return to the Company immediately upon the Company\u2019s written request all Confidential Information, including but not limited to all computer programs, documentation, notes, plans, drawings, and copies thereof. Recipient agrees to comply with all United States export controls with respect to the Confidential Information.\nRecipient hereby acknowledges that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury which may be difficult to ascertain. Accordingly, Recipient agrees that the Company shall have the right to seek and obtain immediate injunctive relief from breaches of this Agreement, in addition to any other rights and remedies it may have.\nThis Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California as they apply to contracts entered into and wholly to be performed in the State of California. The federal and state courts within the State of California shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.\nPrior to taking YOUR exam, you will be required to accept the terms and conditions of the VMware NONDISCLOSURE AGREEMENT (NDA). You will view the agreement on screen before the exam starts. If you choose NOT to agree to the NONDISCLOSURE AGREEMENT (NDA) after you select Begin Exam, your exam will be immediately cancelled and you will forfeit your exam fee.\nBY CLICKING THE \u201cYES, I AGREE\u201d BUTTON ON THE EXAM ENTRY SCREEN, YOU STATE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU SELECT THE \"NO, I DO NOT AGREE\" BUTTON, YOU WILL BE EXITED FROM THE EXAM.\n", "spans": [ [ 0, 37 ], [ 38, 63 ], [ 64, 78 ], [ 79, 563 ], [ 563, 770 ], [ 770, 910 ], [ 910, 964 ], [ 964, 1059 ], [ 1059, 1171 ], [ 1171, 1235 ], [ 1236, 1429 ], [ 1430, 1577 ], [ 1577, 1710 ], [ 1710, 1940 ], [ 1940, 2051 ], [ 2052, 2235 ], [ 2235, 2440 ], [ 2441, 2654 ], [ 2654, 2804 ], [ 2805, 2933 ], [ 2933, 2995 ], [ 2995, 3163 ], [ 3164, 3347 ], [ 3347, 3427 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 11 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 3 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 4, 7 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 13 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 4, 8 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 10 ] } } } ], "document_type": "search-pdf", "url": "https://www.vmware.com/content/dam/digitalmarketing/vmware/en/pdf/certification/vmw-certification-conduct-policy.pdf" }, { "id": 379, "file_name": "wayne-fueling-systems-mutual-non-disclosure-agreement-final.pdf", "text": "Mutual Non-Disclosure Agreement\n1. In connection with discussions between [INSERT LEGAL ENTITY NAME OF SUPPLIER] (\u201cCompany\u201d) and the Wayne Fueling Systems LLC with respect to a transaction involving the purchase and/or sale of goods and/or services (the \u201cTransaction\u201d), each party (as to information disclosed by it, the \u201cDisclosing Party\u201d) is prepared to furnish the other party (as to information received by it, the \u201cReceiving Party\u201d) with certain confidential and proprietary information. \u201cConfidential Information\u201d as used in this agreement (the \u201cAgreement\u201d) shall mean all such information that is or has been disclosed by the Disclosing Party or its Affiliates (defined below): (i) in writing or by email or other tangible electronic storage medium and is clearly marked \u201cConfidential\u201d or \u201cProprietary\u201d; or (ii) orally or visually, and then followed within ten (10) working days thereafter with a disclosure complying with the requirements of clause (i) above. Confidential Information also includes, but is not limited to, personal data as defined in this Agreement or by applicable law, whichever is broader, and personal data shall not be required to be marked \u201cConfidential\u201d or \u201cProprietary\u201d to be treated as Confidential Information under this Agreement. As used in this Agreement, \u201cpersonal data\u201d means any information relating: (i) to an identified; or (ii) to a directly or indirectly identifiable, natural person. All other information shall be deemed to be non-confidential. As used in this Agreement, an \u201cAffiliate\u201d with respect to a party means any entity (including without limitation any individual, corporation, company, partnership, limited liability company or group) that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such party.\n2. The Receiving Party agrees, except as required by law, to: (i) protect the confidentiality of the other party\u2019s Confidential Information in whatever form maintained, including any notes, summaries, reports, analyses or other material derived by the Receiving Party, its Affiliates, or its or their Authorized Parties (defined below), in whole or in part, from the Confidential Information (collectively, \u201cNotes\u201d); (ii) use the Confidential Information and Notes only for the purposes of evaluating a possible Transaction and the terms thereof; (iii) use the same degree of care as with its own confidential information, which shall be at least a reasonable standard of care, to prevent disclosure of the Confidential Information and Notes, except to its Affiliates, and its or their officers, directors, employees, agents, advisors, representatives, service providers, consultants and/or subcontractors (collectively, \u201cAuthorized Parties\u201d), solely to the extent necessary to permit them to assist the Receiving Party in evaluating the Transaction; and (iv) not disclose to persons (other than those described in clause (iii) above) that the Confidential Information has been made available, that the Receiving Party is considering a possible Transaction or that the parties have had or are having discussions or negotiations with respect thereto. The Receiving Party further agrees that prior to disclosing any Confidential Information to its Affiliates, or its or their Authorized Parties, as allowed hereunder, such Affiliates and/or Authorized Parties will be advised of the confidential nature of the Confidential Information, provided a copy of this Agreement and directed to abide by its terms. The Receiving Party agrees to be responsible for any breach of this Agreement by it, its Affiliates, or its or their Authorized Parties. Each party acknowledges that money damages would not be a sufficient remedy for any breach of this Agreement. Accordingly, in the event of any such breach, in addition to any other remedies at law or in equity that a party may have, it shall be entitled to seek equitable relief, including injunctive relief or specific performance or both (although neither party shall be entitled to any special, consequential, indirect, punitive or exemplary damages as a result of a breach of this Agreement, whether a claim is asserted in contract, tort, or otherwise). Obligations in this Section 2 regarding Confidential Information shall, with respect to each disclosure of Confidential Information hereunder, continue for three (3) years from the date of each disclosure of Confidential Information. Nothing herein is intended to limit or abridge the protection of trade secrets under applicable trade secrets law, and trade secrets shall be maintained as such until they fall into the public domain.\n3. This Agreement shall be inoperative as to particular portions of the Confidential Information disclosed by the Disclosing Party if such information: (i) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party, its Affiliates, or its or their Authorized Parties; (ii) was available on a non-confidential basis prior to its disclosure to the Receiving Party; (iii) is or becomes available to the Receiving Party, its Affiliates, or its or their Authorized Parties on a non-confidential basis from a source other than the Disclosing Party when such source is not, to the best of the Receiving Party\u2019s knowledge, subject to a confidentiality obligation with the Disclosing Party; or (iv) was independently developed by the Receiving Party, its Affiliates, or its or their Authorized Parties, without reference to the Confidential Information, and the Receiving Party can verify the development of such information by written documentation.\n4. If either party decides not to proceed with a Transaction, it will promptly inform the other party of that decision. In addition, the Disclosing Party may elect at any time by notice to the Receiving Party to terminate further access to and such party\u2019s review of the Confidential Information. In any such case or upon any other termination of this Agreement, the Receiving Party will immediately: (i) return all Confidential Information disclosed to it and (ii) destroy, with such destruction to be certified by the Receiving Party, all Notes, without retaining any copy thereof. No such termination of the Agreement or return or destruction of the Confidential Information or Notes will affect the confidentiality obligations of the Receiving Party, its Affiliates, or its or their Authorized Parties, all of which will continue in effect as provided in this Agreement.\n5. Each party shall retain ownership of all Confidential Information and intellectual property it had prior to commencement of the discussions and evaluation referred to in this Agreement, but WAYNE FUELING SYSTEMS LLC shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from discussions between WAYNE FUELING SYSTEMS LLC and the Company, including but not limited to all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights, and the Company will execute assignments as necessary to achieve that result. Nothing in this Agreement shall be deemed to grant a license directly or by implication, estoppel or otherwise, although the parties may provide for such a license in an express written agreement.\n6. If either party or any of their respective Affiliates or Authorized Parties is requested or required, by interrogatories, subpoena or similar legal process, to disclose any Confidential Information or Notes, such party agrees to provide the Disclosing Party with prompt notice of each such request, to the extent practicable, so that the Disclosing Party may seek an appropriate protective order, waive compliance by the Receiving Party with the provisions of this Agreement, or both. If, absent the entry of a protective order or receipt of a waiver, the Receiving Party is, in the opinion of its counsel, legally compelled to disclose such Confidential Information or Notes, the Receiving Party may disclose such Confidential Information or Notes to the persons and to the extent required without liability under this Agreement and will use its best efforts to obtain confidential treatment for any Confidential Information or Notes so disclosed.\n7. This Agreement contains the entire understanding between the parties relating to the subject matter contained herein, and supersedes all prior and collateral communication, reports and understandings between the parties relating thereto. This Agreement is not intended as a teaming, joint venture or other such arrangement. No change, modification or addition to or waiver of any provision of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties. Except as provided herein, the parties agree that any disclosures contemplated hereunder, and any discussions or communications between the parties relating thereto, shall not restrict either party\u2019s right to take whatever future actions such party unilaterally determines to be in its best interests, including the right to discontinue discussions with the other party at any time or to undertake similar discussions or to enter into agreements or relationships with third parties covering subjects related to the matters covered herein. All provisions of this Agreement are severable, and if any provision or part thereof is deemed invalid or otherwise unenforceable, then such term shall be construed to reflect the closest lawful interpretation of the parties\u2019 original intent, and the remaining provisions of this Agreement shall remain valid, enforceable and binding. This Agreement may be executed in multiple counterparts, each of which, when executed and delivered, shall be deemed an original, but all of which shall constitute one and the same instrument. Any signature page of any such counterpart, or any facsimile transmission thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart of this Agreement, and any facsimile transmission of any signature of a party shall be deemed an original and shall bind such party. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any loss, unauthorized disclosure or use of the Confidential Information and/or Notes or any other breach of this Agreement by the Receiving Party, its Affiliates, or its or their Authorized Parties. In any such event, the Receiving Party shall help the Disclosing Party in every reasonable way to regain possession of the Confidential Information and/or Notes and shall prevent any further unauthorized disclosure or use. This Agreement will be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except for the foregoing, neither party may assign this Agreement or any of their rights and obligations hereunder or delegate the performance thereof to a third party without the prior written consent of the other party. Except as stated herein, nothing in this Agreement is intended to confer any benefit to any third party or any right to enforce any term of this Agreement. Any failure by a party hereto to enforce the other party\u2019s strict performance of any provision of this Agreement will not constitute a waiver of that party\u2019s right to subsequently enforce such provision or any other provision of this Agreement.\n8. WAYNE FUELING SYSTEMS LLC and Company each agrees to take such measures as may be necessary to ensure that the disclosure of Confidential Information complies with any export control laws which may govern such disclosure. The Receiving Party represents and warrants that no technical data it receives in conjunction with the Confidential Information that is subject to the export control laws of the United States of America (\u201cU.S.\u201d) shall be exported from the U.S. or re-exported from any other country without first complying with all export control laws and regulations of the U.S. Government, including without limitation the requirement for obtaining any export license, if applicable. The Receiving Party shall indemnify and hold the Disclosing Party harmless from all claims, demands, damages, costs, fines, penalties, attorney\u2019s fees and all other expenses arising from its, its Affiliates, or its or their Authorized Parties failure to comply with this clause and/or applicable export control laws and regulations.\n9. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, U.S.A., excluding its conflict of laws rules.\nThis Agreement shall commence on the date last signed below.\n[COMPANY] ___________________________________ WAYNE FUELING SYSTEMS LLC\nSignature: Signature:\nPrint or type Name: Print or type Name:\nTitle: Title:\n", "spans": [ [ 0, 22 ], [ 22, 31 ], [ 32, 493 ], [ 493, 685 ], [ 685, 814 ], [ 814, 957 ], [ 957, 968 ], [ 968, 1267 ], [ 1267, 1342 ], [ 1342, 1367 ], [ 1367, 1430 ], [ 1430, 1492 ], [ 1492, 1827 ], [ 1828, 1890 ], [ 1890, 2245 ], [ 2245, 2375 ], [ 2375, 2883 ], [ 2883, 2950 ], [ 2950, 3178 ], [ 3178, 3532 ], [ 3532, 3669 ], [ 3669, 3779 ], [ 3779, 4227 ], [ 4227, 4461 ], [ 4461, 4661 ], [ 4662, 4814 ], [ 4814, 4979 ], [ 4979, 5074 ], [ 5074, 5396 ], [ 5396, 5652 ], [ 5653, 5773 ], [ 5773, 5950 ], [ 5950, 6054 ], [ 6054, 6114 ], [ 6114, 6237 ], [ 6237, 6527 ], [ 6528, 7203 ], [ 7203, 7399 ], [ 7400, 7888 ], [ 7888, 8351 ], [ 8352, 8593 ], [ 8593, 8679 ], [ 8679, 8856 ], [ 8856, 9395 ], [ 9395, 9730 ], [ 9730, 9923 ], [ 9923, 10233 ], [ 10233, 10517 ], [ 10517, 10740 ], [ 10740, 10876 ], [ 10876, 11098 ], [ 11098, 11254 ], [ 11254, 11498 ], [ 11499, 11524 ], [ 11524, 11724 ], [ 11724, 12193 ], [ 12193, 12525 ], [ 12526, 12677 ], [ 12678, 12738 ], [ 12739, 12749 ], [ 12749, 12785 ], [ 12785, 12810 ], [ 12811, 12832 ], [ 12833, 12872 ], [ 12873, 12886 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 32, 33, 34 ] }, "nda-15": { "choice": "Entailment", "spans": [ 36, 37 ] }, "nda-10": { "choice": "Entailment", "spans": [ 13, 17, 18 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-19": { "choice": "Entailment", "spans": [ 23, 24, 35 ] }, "nda-12": { "choice": "Entailment", "spans": [ 25, 29 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 32, 33, 34 ] }, "nda-3": { "choice": "Entailment", "spans": [ 3, 5, 6 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 13, 16 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 38 ] }, "nda-13": { "choice": "Entailment", "spans": [ 25, 28 ] }, "nda-5": { "choice": "Entailment", "spans": [ 13, 16 ] }, "nda-4": { "choice": "Entailment", "spans": [ 13, 15 ] } } } ], "document_type": "search-pdf", "url": "https://www-qa.wayne.com/media/1166/wayne-fueling-systems-mutual-non-disclosure-agreement-final.pdf" }, { "id": 380, "file_name": "ws-confidentiality-and-non-disclosure-agreement.pdf", "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nentered into between\nCee Vee Transport Consultants SA (Pty) Ltd\nRegistration number 2013/037841/07\nOf 5 Sardine Drive, Pennington, 4184, South Africa\n(hereinafter referred to as \u201cthe First Disclosing Party\u201d)\nAnd\nRegistration number ________________________\nOf ________________________________________________\n(hereinafter referred to as \u201cthe Second Disclosing Party\u201d)\n1. INTERPRETATION\n1.1. Unless the context indicates otherwise:\n1.1.1. \u201cCee Vee Transport Consultants SA (Pty) Ltd\u201d means Cee Vee Transport (registration number 2013/037841/07), a company duly registered and incorporated with limited liability in accordance with the company laws of South Africa. Any reference in this agreement to \u201cCee Vee Transport\u201d shall include references to its subsidiaries, associates, joint ventures ad divisions;\n1.1.2. \u201csignature date\u201d means the date upon which this agreement has been signed by all the parties;\n1.1.3. :the Business\u201d means all aspects of the businesses operated by each of the parties and/or any business conducted by its subsidiaries, associated companies and/or divisions (\u201cthe affiliates\u201d), including, without limitation, the business of manufacturing, processing, marketing, selling and distributing consumer products, foodstuffs and related goods and services in respect of the First Disclosing Party;\n1.1.4. \u201cConfidential information\u201d means any information, electronic data and/or documents relating to the Protectable Interests which are not readily available to a competitor of the parties in the ordinary and regular course of business;\n1.1.5. \u201cthe parties\u201d means the First Disclosing Party and the Second Disclosing Party and any of their successors in title;\n1.1.6. \u201cthe Protectable Interests\u201d means collectively each party\u2019s goodwill, its trade secrets, its trade connections, its confidential information and its knowledge and know-how including (without limiting the generality of the aforegoing) information, documents and/or data relating to:\n1.1.6.1. the names, contact details, product ranges, pricing and discounts of any of the suppliers of products and services of the Business;\n1.1.6.2. the names, contract details, product or service specifications, particular requirements and preferences of existing or prospective clients, as well as any discounts given to clients;\n1.1.6.3. agreements with clients, business associates, principals or suppliers of the Business and the terms thereof;\n1.1.6.4. the business philosophy, methods, systems and techniques of the Business;\n1.1.6.5. existing or planned distribution, marketing activities and sales strategies;\n1.1.6.6. the financial structure, details, performance, accounting records and/or operating results of the Business;\n1.1.6.7. technologies; technological know-how and information systems utilised by the Business;\n1.1.6.8. product and service design and plans;\n1.1.6.9. specifications including product specifications, recipes, product formulations; manufacturing processes and/or techniques;\n1.1.6.10. all knowledge obtained by way of research and development;\n1.1.6.11. scientific, business or financial data, know-how, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, sample reports, models, studies, findings, methodologies, know-how and networking techniques, inventions, designs;\n1.1.6.12. costs of manufacturing plant, equipment, raw materials and other manufacturing consumables;\n1.1.6.13. the strategic planning of the Business, its expansion programmes and its buying, marketing, financial and distribution strategies and policies;\n1.1.6.14. business connections in the Republic of South Africa and overseas;\n1.1.6.15. business acquisitions, disposal, opportunities and strategies;\n1.1.6.16. staff lists, salary levels, employment agreements, training programmes and policies;\n1.1.6.17. the existence and content of the discussions between the parties, as well as any other agreement which may be concluded between the parties pursuant to such discussions; and\n1.1.6.18. All other information in whatsoever form communicated to or acquired by the receiving party during or arising from the discussions between the parties.\n1.2. Clause headings are not to be referred to in interpreting this agreement.\n1.3. Unless the context indicates otherwise, a reference to a person includes natural persons, juristic persons, partnerships, and trusts.\n1.4. Any provision that contemplates performance or observance after the termination or expiry of this agreement or that of necessity must survive termination or expiry shall remain binding and enforceable after termination or expiry.\n1.5. If any provision in Clause 1 confers rights or imposes obligations on any party, it shall be implemented as if it were a substantive provision in the body of the agreement, notwithstanding, that it is contained in clause 1.\n2. INTRODUCTION\n2.1. The parties wish to present business proposals to each and/or wish to discuss and negotiate a future business relationship to their mutual benefit and that of their clients.\n2.2. In the course of the above interactions, the parties may disclose their Confidential Information to any unauthorised third party will cause considerable financial loss to the other party.\n2.3. The parties further acknowledge that each party\u2019s Protectable Interests are legitimate proprietary and commercial interests which each party is entitled to protect.\n2.4. The parties further acknowledge that the disclosure of the Confidential Information to any unauthorised third party will cause considerable financial loss to the other party.\n2.5. The parties accordingly wish to record their agreement with regard to the non-disclosure of the Confidential Information in writing.\n3. NON-DISCLOSURE\n3.1. In the interest of the protection and maintenance of the Protectable Interests, each party undertakes that it shall not, at any time whatsoever and notwithstanding the termination of the business relationship and/or negotiations between the parties for whatsoever reason, without the prior written consent of the other party:\n3.1.1. use, disclose or divulge, whether directly or indirectly, the Confidential Information to any person (whether in the other party\u2019s employ or not) or to any person or entity which is not a party to the agreement;\n3.1.2. use, exploit, disclose, copy, divulge or in any other manner whatsoever apply the Confidential Information disclosed to it for any purpose for which it is disclosed and otherwise than in accordance with the provisions of this agreement;\n3.1.3. derive any benefit, whether directly or indirectly, from the Confidential Information and, without limiting the generality of the aforegoing, be engaged, involved, concerned or interest, whether directly or indirectly, in the economic exploitation of the Confidential Information.\n3.2. The parties shall take all possible steps to prevent the Confidential Information Falling into the hands of unauthorised third parties. In order to give effect to their obligations in terms of the above clause, the parties, prior to making any disclosure, inform every person to whom disclosure of any of the Confidential Information is made in the manner permitted by the above clause of the confidential nature of the information and of the terms imposed by this agreement and shall require them to abide by same. The parties accept full responsibility and vicarious liability for any actions or omissions of any such person insofar as same may result in any disclosure of any of the Confidential Information contrary to the terms of this agreement.\n3.3. The parties acknowledge that the unauthorized disclosure of the Confidential Information of the other party to a third party may cause irreparable loss, harm and damage to the party to whom the Confidential Information belongs and each party therefore indemnifies and holds the other party harmless against any loss, action, expense, claim, harm or damage, of whatever nature, sustained (whether directly or indirectly) by a party as a result of the party\u2019s breach of its obligations in terms of this agreement.\n3.4. Unless the parties otherwise agree in writing, any documents or records relating to the Confidential Information of the other party which come into the possession of either of them during the existence of this agreement or at any time thereafter:\n3.4.1. shall be deemed to form part of the Confidential Information and shall be subject to the terms of this Agreement;\n3.4.2. shall not be copied, reproduced, published or circulated by the party receiving the Confidential Information; and\n3.4.3. shall be surrendered to the party who divulged the Confidential Information on demand and the receiving party shall not retain any copies or extracts thereof.\n4. CESSION IN THE EVENT OF SALE\nShould either party (\u201cthe selling party\u201d) sell their business or any part thereof, then the other party hereby agrees that the selling party shall be entitled to cede the transfer to the purchaser of the business all of the selling party\u2019s right, title and interest in and to this agreement and that the purchaser shall be entitled to enforce the terms of the agreement against the other party as if the purchaser were a signatory to this agreement.\n5. NOTICES AND DOMICILIA\n5.1.1. The parties hereby nominate the physical address set out under their names as their domicilium citandi et excecutandi for the giving of notices, the serving of legal processes and any other purposes arising from this agreement. Each party may change its chosen address in South Africa provided that such change shall only take effect ten days after such party has given written notice of the change to the other party.\n6. GOOD FAITH AND CO-OPERATION\n6.1. In the implementation of this agreement, the parties undertake to observe the utmost good faith and they warrant in their dealings with one another that they shall neither do anything nor refrain from doing anything that might prejudice the rights, assets or interests of the other(s).\n6.2. Each of the parties undertakes to complete, sign and deliver all documents and to do all things within its powers that are necessary to implement the terms of this agreement.\n7. GENERAL\n7.1. This agreement constitutes the whole agreement between the parties in relation to the subject matter hereof and no party shall be bound by any representations, warranties, undertakings or the like not recorded herein.\n7.2. No addition to or variation, consensual termination or novation of this agreement, and no waiver of any right arising from this agreement or its breach or termination shall be valid or enforceable unless it is in writing and signed by all the parties or their duly authorised representatives.\n7.3. No failure to enforce, or delayed or partial enforcement of, a right by any party shall prejudice or derogate from the rights of such party under this agreement, nor shall it constitute a waiver or novation of that party\u2019s rights under this agreement and it shall not estop or otherwise prevent such party from enforcing at any time all its rights arising out of this agreement.\n7.4. This agreement shall be governed by and interpreted in accordance with South African law.\nCEE VEE TRANSPORT CONSULTANTS SA (PTY) LTD\nDATED AT \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026on this \u2026\u2026\u2026\u2026\u2026..day of\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..(insert month) \u2026\u2026\u2026..(insert year)\nThe First Disclosing Party:\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026............ ______________________________/ For and on behalf of CEE VEE TRANSPORT CONSULTANTS SA (PTY) LTD\nDATED AT\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026on this\u2026\u2026\u2026\u2026\u2026.day of\u2026\u2026\u2026\u2026\u2026\u2026\u2026..(insert month)\n\u2026\u2026\u2026(insert year)\nThe Second Divulging Party:\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\n", "spans": [ [ 0, 44 ], [ 45, 65 ], [ 66, 108 ], [ 109, 143 ], [ 144, 194 ], [ 195, 252 ], [ 253, 256 ], [ 257, 277 ], [ 277, 301 ], [ 302, 305 ], [ 305, 353 ], [ 354, 412 ], [ 413, 430 ], [ 431, 475 ], [ 476, 709 ], [ 709, 850 ], [ 851, 951 ], [ 952, 1363 ], [ 1364, 1602 ], [ 1603, 1726 ], [ 1727, 2015 ], [ 2016, 2156 ], [ 2157, 2348 ], [ 2349, 2466 ], [ 2467, 2549 ], [ 2550, 2635 ], [ 2636, 2752 ], [ 2753, 2848 ], [ 2849, 2895 ], [ 2896, 3027 ], [ 3028, 3096 ], [ 3097, 3357 ], [ 3358, 3459 ], [ 3460, 3613 ], [ 3614, 3690 ], [ 3691, 3763 ], [ 3764, 3858 ], [ 3859, 4042 ], [ 4043, 4204 ], [ 4205, 4283 ], [ 4284, 4422 ], [ 4423, 4657 ], [ 4658, 4886 ], [ 4887, 4902 ], [ 4903, 5081 ], [ 5082, 5274 ], [ 5275, 5444 ], [ 5445, 5624 ], [ 5625, 5762 ], [ 5763, 5780 ], [ 5781, 6111 ], [ 6112, 6330 ], [ 6331, 6574 ], [ 6575, 6862 ], [ 6863, 7004 ], [ 7004, 7384 ], [ 7384, 7619 ], [ 7620, 8136 ], [ 8137, 8388 ], [ 8389, 8509 ], [ 8510, 8630 ], [ 8631, 8796 ], [ 8797, 8828 ], [ 8829, 9278 ], [ 9279, 9303 ], [ 9304, 9539 ], [ 9539, 9729 ], [ 9730, 9760 ], [ 9761, 10051 ], [ 10052, 10231 ], [ 10232, 10242 ], [ 10243, 10465 ], [ 10466, 10763 ], [ 10764, 11147 ], [ 11148, 11242 ], [ 11243, 11285 ], [ 11286, 11370 ], [ 11371, 11398 ], [ 11399, 11425 ], [ 11425, 11457 ], [ 11457, 11520 ], [ 11521, 11582 ], [ 11583, 11599 ], [ 11600, 11627 ], [ 11628, 11649 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 18, 20, 37 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 18, 20, 21, 22, 23, 24, 25, 26, 28, 31, 32, 33, 34, 35, 36 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 41, 50, 51, 52, 53 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 58, 61 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 50, 51 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 50, 52, 58, 60 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Contradiction", "spans": [ 50, 51 ] }, "nda-4": { "choice": "Entailment", "spans": [ 50, 52 ] } } } ], "document_type": "search-pdf", "url": "http://ceevee.co.za/wp-content/uploads/2014/03/ws-confidentiality-and-non-disclosure-agreement.pdf" }, { "id": 382, "file_name": "24104_0000024104-96-000010_document_3.txt", "text": "NON-COMPETITION AND NON-DISCLOSURE AGREEMENT\nTHIS NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (\"Agreement\") is made this 21st day of October, 1996, by Valco Inc., a Colorado corporation (\"Valco\") and Thomas E. Brubaker (\"Brubaker\"), in favor of Continental Materials Corporation, a Delaware corporation (\"CMC\").\nPreliminary Recitals:\nWHEREAS, that certain Acquisition Agreement dated the date hereof (the \"Acquisition Agreement\") by Valco and CMC, provides for the acquisition by CMC of certain rights, properties, assets (including a partnership interest) owned or held by Valco;\nWHEREAS, that certain Fee Sand And Gravel Lease dated the date hereof (the \"Lease\") between Valco and CMC provides for the lease by Valco to CMC of certain property containing sand and gravel deposits in Pueblo County, Colorado;\nWHEREAS, Brubaker is presently President and a stockholder of Valco;\nNOW, THEREFORE, in consideration of CMC's agreements and covenants contained in the Acquisition Agreement and the Lease and to induce CMC to consummate the purchase and lease provided for in the Acquisition Agreement and the Lease, Valco and Brubaker hereby covenant and agree with CMC as follows:\n1. Preamble; Preliminary Recitals\nThe preamble and preliminary recitals set forth above are by this reference incorporated in and made a part of this Agreement.\n2. Non-competition\n(a) Without the prior written consent of CMC (which may be withheld in CMC's sole discretion), for a period of ten (10) years from and after the date hereof, neither Valco nor Brubaker shall, directly or indirectly, whether as a stockholder, individual, partner, agent, representative, employee, employer, director, officer, principal, consultant, advisor, or independent contractor, or through any of the foregoing, or in any other relation or capacity whatsoever: (I) engage in the business relating to sand and gravel mining or sales of ready mix concrete, asphalt and construction aggregates, in Pueblo and/or El Paso Counties, Colorado; (ii) operate or own a concrete batch plant, aggregates operation or asphalt plant in Teller County, Colorado; or (iii) except to Valco's present customers and prospective customers in similar businesses, make any sales to any customers in Teller County, Colorado.\n(b) Without the prior written consent of CMC (which may be withheld in CMC's sole discretion), for a period of two (2) years from and after the date hereof, neither Valco nor Brubaker shall, directly or indirectly, whether as a stockholder, individual, partner, agent, representative, employee, employer, director, officer, principal, consultant, advisor, or independent contractor, or through any of the foregoing, or in any other relation or capacity whatsoever, solicit employment of any of Valco's current or former Pueblo area employees who are retained by CMC or any of its subsidiaries in connection with the Pueblo operations, or encourage any such employees to leave the employ of CMC or any of its subsidiaries.\n3. Non-disclosure\n(a) Except as provided in Subsection (b) below, each of Valco and Brubaker agrees that, for a period of ten (10) years from and after the date hereof, all information previously or hereafter disclosed to any of them by CMC in connection with the transactions contemplated by the Acquisition Agreement and Lease and information relating to Valco's (after the date hereof CMC's) Pueblo operations is confidential (collectively, \"Confidential Information\") and shall be held in strict confidence and not disclosed to any person or entity.\n(b) Valco and Brubaker shall have no requirement to keep information confidential, and no such information shall be considered Confidential Information, to the extent any of the following applies: (I) the information was within the public domain at the time it was first known or provided to Valco and Brubaker; (ii) the information was published or otherwise became part of the public domain after it was first known or provided to Valco and Brubaker through no fault of either of them or their respective directors, officers, agents employees or affiliates; or (iii) the information is required to be disclosed (x) by any federal or state law, rule or regulation, (y) by any applicable judgment, order or decree of any court, governmental agency or arbitrator having or purporting to have jurisdiction in the matter, or (z) pursuant to any subpoena or other discovery request in any litigation, arbitration or other proceeding; provided, however, that if any of Valco and Brubaker proposes to disclose the information in accordance with (x), (y) or (z), such party shall, to the extent feasible, first give CMC reasonable prior notice of the proposed disclosure of any such information to the application of such law, rule or regulation, or to appear before any court, governmental agency or arbitration order to contest the disclosure, as the case may be.\n(c) Valco may disclose, on a need to know basis, Confidential Information to directors, officers, employees, attorneys and accountants, subject to the last sentence of this paragraph (c). With CMC's prior written consent (which will not be unreasonably withheld), Valco and Brubaker may disclose, on a need to know basis, Confidential Information to consultants, advisors and institutional lenders, subject to the last sentence of this paragraph (c). Valco also may disclose, on a need to know basis, and subject to the last sentence of this paragraph (c), to any bona fide acquirer (whether by purchase, exchange, merger or otherwise) of the stock, of substantially all of the assets of Valco, or of the interest of Valco under the Lease, the formula under the Lease for determining the Production Royalty Rate, the historical revenues received under the Lease, the total tonnage mined (on an aggregate and not product type basis) under the Lease and total remaining tons to be mined under the Lease, and with CMC's prior written consent (not to be unreasonably withheld), any other information concerning the Lease, but CMC may withhold such consent in its sole discretion as to such other information if in CMC's sole judgment a recipient of such other information is or could be expected to become a competitor of CMC in the Pueblo area. In the case of any permitted disclosure of Confidential Information under this paragraph (c), Valco and Brubaker shall inform such persons of the existence of this Agreement and take all reasonable steps to ensure that such persons comply with the provisions of this Agreement applicable to Valco and Brubaker.\n4. Enforcement; Damages; Construction\n(a) Valco's and Brubaker's obligations hereunder shall be joint and several as long as Brubaker controls Valco. If Brubaker no longer controls Valco, Valco's and Brubaker's obligation herein shall be several. Each of Valco and Brubaker recognizes that it would be impossible to measure in money all the damages which will accrue to CMC by reason of a failure to comply with the restrictions and perform the obligations under this Agreement. Each of Valco and Brubaker hereby acknowledges that CMC would lack an adequate remedy at law and CMC shall, in addition to and not in lieu of money damages, be entitled to specific performance and injunctive relief against Valco and Brubaker in an action or procedure to enforce the provisions hereof. Valco and Brubaker shall reimburse CMC for its expenses, including reasonable attorney's fees, incurred in connection with the enforcement of the provisions hereof relating to a breach of this Agreement by Valco or Brubaker.\n(b) No waiver or amendment to this Agreement shall be valid unless signed in writing by each of Valco, Brubaker and CMC. If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, or as applied to any circumstance, under the laws of any jurisdiction which may govern for such purpose, then such provision shall be deemed to be modified or restricted to the extent and in a manner necessary to render the same valid and enforceable, either generally or as applied to such circumstance, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be.\n(c) This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of each of Valco, Brubaker and CMC.\n(d) The captions used in this Agreement are for convenience only and shall not be construed to limit or define the scope or intent of any paragraph.\n(e) This Agreement has been executed and delivered in Colorado Springs, Colorado and the validity and interpretation hereof shall be governed in all respects by the laws of the State of Colorado.\nIN WITNESS WHEREOF, each of Valco and Brubaker has executed this Agreement on the day and year first above written.\nVALCO INC.\nBy: ___________________________\nName: Thomas E. Brubaker\nTitle: President\nTHOMAS E. BRUBAKER\nBy: ___________________________\nThomas E. Brubaker\n", "spans": [ [ 0, 44 ], [ 45, 312 ], [ 313, 334 ], [ 335, 581 ], [ 582, 810 ], [ 811, 879 ], [ 880, 1177 ], [ 1178, 1211 ], [ 1212, 1338 ], [ 1339, 1357 ], [ 1358, 1824 ], [ 1824, 2000 ], [ 2000, 2113 ], [ 2113, 2263 ], [ 2264, 2985 ], [ 2986, 3003 ], [ 3004, 3041 ], [ 3041, 3381 ], [ 3381, 3539 ], [ 3540, 3737 ], [ 3737, 3852 ], [ 3852, 4103 ], [ 4103, 4153 ], [ 4153, 4206 ], [ 4206, 4362 ], [ 4362, 4579 ], [ 4579, 4584 ], [ 4584, 4591 ], [ 4591, 4898 ], [ 4899, 5082 ], [ 5082, 5087 ], [ 5087, 5345 ], [ 5345, 5350 ], [ 5350, 5451 ], [ 5451, 6241 ], [ 6241, 6330 ], [ 6330, 6551 ], [ 6552, 6589 ], [ 6590, 6702 ], [ 6702, 6799 ], [ 6799, 7031 ], [ 7031, 7333 ], [ 7333, 7557 ], [ 7558, 7679 ], [ 7679, 8418 ], [ 8419, 8552 ], [ 8553, 8701 ], [ 8702, 8897 ], [ 8898, 9013 ], [ 9014, 9024 ], [ 9025, 9029 ], [ 9029, 9056 ], [ 9057, 9081 ], [ 9082, 9098 ], [ 9099, 9117 ], [ 9118, 9122 ], [ 9122, 9149 ], [ 9150, 9168 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 14 ] }, "nda-7": { "choice": "Entailment", "spans": [ 31, 32 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 19, 22, 23, 24, 25, 26, 27, 28 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 29 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000024104/000002410496000010/0000024104-96-000010.txt" }, { "id": 383, "file_name": "26820_0000936392-03-001111_a92217exv10w5.txt", "text": "NON-COMPETITION AND NON-DISCLOSURE AGREEMENT\nThis NON-COMPETITION AND NON-DISCLOSURE AGREEMENT dated this 6th day of August, 2003 (this \"AGREEMENT\"), is made and entered into by and between HARRISON S. TRASK (\"PRINCIPAL\"), PHOENIX FOOTWEAR GROUP, INC., a Delaware corporation (\"PHOENIX FOOTWEAR\"), and its wholly-owned subsidiary PFG ACQUISITION, INC., a Montana corporation (\"PFG ACQUISITION\").\nA. Phoenix Footwear, PFG Acquisition and H.S. Trask & Co., a Montana corporation (\"COMPANY\"), have entered into an Agreement and Plan of Merger, dated June 16, 2003 (the \"MERGER AGREEMENT\"), pursuant to which Company shall merge with and into Acquisition Sub and the separate corporate existence of Company shall cease.\nB. Principal is employed as President and Chief Executive Officer of Company and serves as a director of the Company.\nC. It is mutually agreed between Principal, Company and PFG Acquisition that Principal shall resign his employment as President and Chief Executive Officer of Company and as a director, said resignation to take effect as of the date that the Merger between Company and PFG Acquisition becomes effective (the \"MERGER EFFECTIVE DATE\").\nD. It is also mutually agreed between Principal, Company and PFG Acquisition that Principal shall be employed as an employee of the surviving corporation to the Merger (\"SURVIVING CORPORATION\") from the Merger Effective Date to December 31, 2003 and thereafter as a consultant until December 31, 2005. Principal and Surviving Corporation have accordingly entered into an Employment and Consulting Agreement dated August 6, 2003 (the \"EMPLOYMENT AND CONSULTING AGREEMENT\").\nE. Principal owns approximately 38% of the outstanding voting securities of the Company, and will receive considerable financial benefit when the Merger becomes effective.\nF. The Merger Agreement requires that Principal, Phoenix Footwear and PFG Acquisition enter into this Agreement.\nNOW, THEREFORE, in consideration of the foregoing, and of the respective representations, warranties, covenants and agreements contained herein, the parties agree as follows (unless otherwise defined herein, capitalized terms used herein shall have the meanings given such terms in the Merger Agreement):\n1. EFFECTIVE DATE. This Agreement shall take effect on the Merger Effective Date.\n2. NON-COMPETITION. In order to induce Phoenix Footwear and PFG Acquisition to enter into the Merger Agreement and to pay the valuable consideration required thereunder, to create a valuable independent asset of PFG Acquisition, to preserve and protect the goodwill thereof, and to enhance the going concern value and earnings of PFG Acquisition in future years, Principal undertakes and agrees as follows:\n(a) Commencing on the effective date hereof and continuing thereafter until December 31, 2005 (the \"RESTRICTION PERIOD\"), Principal shall not, within the United States (the \"TERRITORY\"), create, seek or accept employment or compensation of any kind or character from any enterprise, or person associated with any enterprise that is engaged or planning to engage, directly or indirectly, in the manufacture, sale, marketing, promotion or sale of products in the brown shoe market segment of the men's footwear business (a \"COMPETING ENTERPRISE\"); provided, however, that Principal may accept employment as a salesman or as a sales representative with any such Competing Enterprise without violating the foregoing.\n(b) During the Term, neither Principal nor any entity in which Principal may be interested (as a principal, owner, partner, joint venturer, trustee, director, officer, shareholder, option holder, security holder, lender, creditor, guarantor, advisor, member or in any other capacity other than solely as a salesman or as a sales representative) shall, within the Territory, engage, directly or indirectly, in any activity that, directly or indirectly, manufactures, markets, promotes or engages in the sale of products in the brown shoe market segment of the men's footwear business; provided, however, that the foregoing shall not be deemed to prevent Principal from investing in securities if (i) such class of securities in which the investment so made is listed on a national securities exchange or is issued by a company registered under Section 12(g) of the Securities Exchange Act of 1934, so long as such investment holdings do not, in the aggregate, constitute more than five percent (5%) of the voting power of the entity issuing such securities; and (ii) any other securities so long as such investment holdings do not constitute more than two percent (2%) of the voting power of the entity issuing such securities.\n(c) During the Term, without the Company's written consent, Principal shall not, either in his individual capacity or as an agent for another: (i) hire or offer to hire any of Company's, Phoenix Footwear's or PFG Acquisition's officers, employees, or agents; (ii) entice away or in any other manner persuade or attempt to persuade any of Company's, Phoenix Footwear's or PFG Acquisition's officers, employees, or agents to discontinue their relationship with Company, Phoenix Footwear or PFG Acquisition; (iii) contract, solicit, divert, or attempt to divert from Phoenix Footwear or PFG Acquisition any business whatsoever by influencing or attempting to influence any customer of Company, Phoenix Footwear or PFG Acquisition with whom Company, Phoenix Footwear or PFG Acquisition has engaged in sales discussions prior to the termination of this Agreement; or (iv) contract, solicit, divert, or attempt to divert from Company, Phoenix Footwear or PFG Acquisition any supplier or vendor.\n(d) The covenants set forth in this Section 2 shall be construed as a series of separate covenants covering their subject matter in each of the separate states within the Territory and, except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant set forth above in this Section 2. To the extent that any such covenant shall be judicially unenforceable in any one or more of such states, such covenant shall not be affected with respect to each of the other states in the Territory. Each covenant with respect to each such state in the Territory shall be construed as severable and independent.\n(e) Phoenix Footwear, PGG Acquisition and Principal acknowledge and recognize that these covenants not to compete are integral to the Merger Agreement, that without the protection of such covenants, Phoenix Footwear and PFG Acquisition would not have entered into the Merger Agreement, that the consideration paid by Phoenix Footwear and PFG Acquisition under the Merger Agreement bears no relationship to the damages Phoenix Footwear and PFG Acquisition may suffer in the event of any breach of the covenants, and that such covenants contain reasonable limitations as to time, geographical area and scope of activity to be restrained necessary to protect Phoenix Footwear's and PFG Acquisition's business interests. If this Section 2 shall for any reason be held excessively broad as to time, duration, geographical scope, activity or subject, it shall be enforceable to the extent compatible with then-applicable laws.\n3. CONFIDENTIAL INFORMATION.\n(a) The parties acknowledge and agree that:\n(i) The Company assets being merged into PFG Acquisition pursuant to the Merger Agreement include confidential and proprietary information of Company and, in the course of his employment for PFT Acquisition, Principal may develop and obtain access to confidential and proprietary information of Phoenix Footwear and PFG Acquisition (collectively, the \"CONFIDENTIAL INFORMATION\"), which Confidential Information shall include, without limitation, all of the following materials and information of Company, Phoenix Footwear or PFG Acquisition (whether or not reduced to writing and whether or not patentable or protected by copyright): trade secrets, product specifications, proprietary software systems, sources of data, databases, know-how, formulae, inventions and ideas, designs, sketches, photographs, graphs, drawings, samples, selling and pricing information, procedures, research methodologies, customer lists, business and marketing plans, current and anticipated customer requirements, market studies, supplier lists, operational methods, product development plans and personnel plans. The parties hereto agree that the failure of any Confidential Information to be marked or otherwise labeled as confidential or proprietary information shall not affect its status as Confidential Information.\n(ii) The Confidential Information is confidential and proprietary, and the development and protection of the Confidential Information represents a substantial investment having a great economic and commercial value to Phoenix Footwear and PFG Acquisition.\n(iii) Phoenix Footwear and PFG Acquisition would be irreparably damaged if any of the Confidential Information was disclosed to, or used or exploited on behalf of, any person other than Phoenix Footwear or PFG Acquisition.\n(b) Principal covenants and agrees that he shall not, at any time, during the Restrictions Period, directly or indirectly, use, exploit, or disclose to any person or entity, without the prior written consent of Phoenix Footwear or PFG Acquisition, any Confidential Information, except as expressly authorized by Phoenix Footwear or PFG Acquisition during the performance of Principal's duties for and with PFG Acquisition.\n(c) Notwithstanding the foregoing, Principal may use, exploit, or disclose Confidential Information, but only to the extent that such Confidential Information (i) is or becomes publicly known through no wrongful act of Principal; or (ii) is disclosed pursuant to the requirement of a governmental agency or a court of law or otherwise required by operation of law, provided that Principal gives PFG Acquisition and Phoenix Footwear prompt written notice of such requirement prior to disclosure.\n4. REASONABLENESS OF RESTRICTIONS. PRINCIPAL HAS CAREFULLY READ AND CONSIDERED THE PROVISIONS OF SECTIONS 2 AND 3 HEREOF AND, HAVING DONE SO, HEREBY AGREES THAT THE RESTRICTIONS SET FORTH IN SUCH SECTIONS ARE FAIR AND REASONABLE AND ARE REASONABLY REQUIRED FOR THE PROTECTION OF THE INTERESTS OF PHOENIX FOOTWEAR AND PFG Acquisition.\n5. INJUNCTIVE RELIEF.\n(a) Principal acknowledges and agrees that Phoenix Footwear and PFG Acquisition will suffer irreparable harm in the event that Principal breaches any of its obligations under this Agreement, and that monetary damages shall be inadequate to compensate Phoenix Footwear and PFG Acquisition for any such breach. Principal agrees that in the event of any breach or threatened breach by Principal of the provisions of this Agreement, Phoenix Footwear and PFG Acquisition, or either of them, shall be entitled to a temporary restraining order, preliminary injunction, and permanent injunction in order to prevent or restrain any such breach or threatened breach by Principal, or by any or all of Principal's agents, representatives or other persons directly or indirectly acting for, on behalf of, or with Principal.\n(b) Notwithstanding the provisions set forth in Section 5(a) above, or any other provision contained in this Agreement, the parties hereby agree that no remedy conferred by any of the specific provisions of this Agreement, including without limitation, this Section 5, is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.\n6. MISCELLANEOUS.\n(a) Notices. All notices required or permitted to be given under this Agreement shall be given by certified mail, return receipt requested, to the parties at the following addresses or such other addresses as any party may designate in writing to the other parties:\nIf to Phoenix Footwear or PFG Acquisition:\n5759 Fleet Street, Suite 220\nCarlsbad, California 92008\nAttention: President and Chief Executive Officer\nwith a copy (which shall not constitute notice) to:\nGordon E. Forth, Esq.\nWoods Oviatt Gilman LLP\n700 Crossroads Building\n2 State Street\nRochester, New York 14614\nIf to Principal:\n101 Sourdough Ridge Road\nBozeman, Montana 59715\n(b) Governing Law. This Agreement shall be deemed to made in and in all respects shall be interpreted, construed, and governed by and in accordance with the laws of the State of Delaware without regard to the conflicts of law principles thereof.\n(c) Amendments. This Agreement may be amended, supplemented, or modified only in writing, duly executed by all of the parties hereto.\n(d) Non-waiver. A delay or failure by any party to exercise a right under this Agreement, or a partial or single exercise of that right shall not constitute a waiver of that or any other right.\n(e) Counterparts. This Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.\n(f) Entire Agreement. This Agreement, together with the Employment and Consulting Agreement, constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations, and warranties both written and oral, among the parties, with respect to the subject matter hereof. Each party to this Agreement acknowledges\nthat no representations, inducements, promises or agreements, orally or otherwise, have been made by any party or anyone acting on behalf of any party which are not embodied herein.\n(g) Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or any circumstance, is invalid or unenforceable, (i) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision; and (ii) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.\n(h) Binding Effect. Principal may not assign any of his rights or delegate any of his duties or obligations under this Agreement. The rights and obligations of Acquisition Sub and Company under this Agreement shall be binding upon and inure to the benefit of their respective successors and assigns.\nIN WITNESS WHEREOF, this Agreement has been duly executed and delivered by each of the parties hereto as of the date first written above.\nPHOENIX FOOTWEAR GROUP, INC.\nBy: /s/ James Riedman\n----------------------------------------\nName: James Riedman\nTitle: President and Chief Executive Officer\nPFG ACQUISITION, INC.\nBy: /s/ James Riedman\n----------------------------------------\nName: James Riedman\nTitle: President and Chief Executive Officer\n/s/ Harrison S. Trask\n--------------------------------------------\nHarrison S. Trask\n-7-\n", "spans": [ [ 0, 44 ], [ 45, 395 ], [ 396, 715 ], [ 716, 833 ], [ 834, 1167 ], [ 1168, 1464 ], [ 1464, 1640 ], [ 1641, 1812 ], [ 1813, 1925 ], [ 1926, 2230 ], [ 2231, 2250 ], [ 2250, 2312 ], [ 2313, 2333 ], [ 2333, 2719 ], [ 2720, 3432 ], [ 3433, 4128 ], [ 4128, 4494 ], [ 4494, 4659 ], [ 4660, 4803 ], [ 4803, 4919 ], [ 4919, 5165 ], [ 5165, 5522 ], [ 5522, 5648 ], [ 5649, 5981 ], [ 5981, 6182 ], [ 6182, 6293 ], [ 6294, 6320 ], [ 6320, 7011 ], [ 7011, 7214 ], [ 7215, 7243 ], [ 7244, 7287 ], [ 7288, 8382 ], [ 8382, 8589 ], [ 8590, 8845 ], [ 8846, 9068 ], [ 9069, 9491 ], [ 9492, 9651 ], [ 9651, 9725 ], [ 9725, 9986 ], [ 9987, 10022 ], [ 10022, 10320 ], [ 10321, 10342 ], [ 10343, 10652 ], [ 10652, 11153 ], [ 11154, 11657 ], [ 11658, 11675 ], [ 11676, 11689 ], [ 11689, 11941 ], [ 11942, 11984 ], [ 11985, 12013 ], [ 12014, 12040 ], [ 12041, 12089 ], [ 12090, 12141 ], [ 12142, 12163 ], [ 12164, 12187 ], [ 12188, 12211 ], [ 12212, 12226 ], [ 12227, 12252 ], [ 12253, 12269 ], [ 12270, 12294 ], [ 12295, 12317 ], [ 12318, 12337 ], [ 12337, 12563 ], [ 12564, 12580 ], [ 12580, 12697 ], [ 12698, 12714 ], [ 12714, 12891 ], [ 12892, 12910 ], [ 12910, 13108 ], [ 13109, 13131 ], [ 13131, 13412 ], [ 13412, 13453 ], [ 13454, 13635 ], [ 13636, 13654 ], [ 13654, 13849 ], [ 13849, 13976 ], [ 13976, 14179 ], [ 14179, 14507 ], [ 14508, 14528 ], [ 14528, 14638 ], [ 14638, 14807 ], [ 14808, 14945 ], [ 14946, 14974 ], [ 14975, 14996 ], [ 14997, 15037 ], [ 15038, 15057 ], [ 15058, 15102 ], [ 15103, 15124 ], [ 15125, 15146 ], [ 15147, 15187 ], [ 15188, 15207 ], [ 15208, 15252 ], [ 15253, 15274 ], [ 15275, 15319 ], [ 15320, 15337 ], [ 15338, 15341 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 31 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 32 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 31 ] }, "nda-18": { "choice": "Entailment", "spans": [ 18, 19 ] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 36, 38 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Contradiction", "spans": [ 35 ] }, "nda-4": { "choice": "Entailment", "spans": [ 35 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000026820/000093639203001111/0000936392-03-001111.txt" }, { "id": 384, "file_name": "32251_0000950133-99-003991_document_17.txt", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Agreement is entered into effective as of the 15 day of October, 1999 by and between SER Systeme AG, a German corporation (\"SER\") and EIS International, Inc., a Delaware corporation (\"EIS\").\nWHEREAS, in order to enable the parties to evaluate the merits of a possible business transaction between them (the \"Transaction\"), each party may furnish to the other certain information.\nNOW, THEREFORE, to induce EIS and SER to disclose such information, the parties agree as follows:\n1. Each party agrees that all information disclosed by a party (the \"Disclosing Party\"), including without limitation information acquired by the other party (the \"Receiving Party\") from Disclosing Party's employees or upon inspection of Disclosing Party's property, relating (without limitation) to Disclosing Party's products, designs, business opportunities, plans (business, marketing or otherwise), strategies, budgets, finance, customer lists, contracts, research and development, software programs, trade secrets, know-how, techniques, inventions, processes, distribution methods, schematics and personnel disclosed to Disclosing Party by third parties, shall be considered \"Confidential Information\".\n2. Confidential Information shall not include information which recipient is able to prove by documentary evidence (a) is now or subsequently becomes generally known or available by publication, commercial or otherwise, through no fault of the Receiving Party, (b) was known by the recipient at the time of the disclosure or was independently developed by the Receiving Party without the use of any Confidential Information, or (c) must be disclosed pursuant to applicable legal disclosure requirements or legal process. Confidential Information shall also not include information that the parties agree in writing may be disclosed by Receiving Party.\n3. The Receiving Party expressly agrees not to use the Confidential Information for purposes other than those necessary to consider whether to enter into a Transaction and shall strictly limit its disclosure to such of its employees, directors and advisors having a need to know such information, which parties shall be advised that such information is Confidential Information and subject to the terms of this Agreement. Except as set forth herein, the Receiving Party shall hold all information received in confidence and not sell, assign, transfer, release or otherwise disclose the Confidential Information, or material derived therefrom, to any third party, or to its other employees, officers, directors, shareholders, agents or consultants. Notwithstanding the termination of this Agreement for any reason, the Receiving Party shall not use the Confidential Information for purposes of competing with the Disclosing Party.\n4. Except as must be disclosed pursuant to applicable legal disclosure requirements or legal process, neither party nor any of its respective representatives may, without the prior written consent of the other party, disclose to any person (other than to its employees, directors and advisors having a need to know such information) that the parties have exchanged confidential information, are engaged in negotiations for a Transaction, or the proposed terms of a Transaction (collectively, the \"Negotiations\") until such information has been disclosed by an appropriate legal filing and/or press release mutually agreed upon by SER and EIS. Each party shall undertake all necessary and reasonable steps to ensure that the Negotiations remain secret and confidential.\n5. In the event that the Receiving Party or anyone to whom the Receiving Party transmits the Disclosing Party's Confidential Information pursuant to this Agreement becomes legally compelled to disclose all or any portion of the Disclosing Party's Confidential Information or to disclose the existence of Negotiations, the Receiving Party will provide the Disclosing Party with prompt notice thereof, so that the Disclosing Party may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the Receiving Party or the recipient of such Disclosing Party's Confidential Information will furnish only that portion of the Disclosing Party's Confidential Information or aspect of the Negotiations which is legally required to be disclosed and the Receiving Party, upon the written request of the Disclosing Party, will exercise its reasonable efforts to obtain reliable assurances that confidential treatment will be afforded such portion of the Disclosing Party's Confidential Information.\n6. The Receiving Party shall immediately notify the Disclosing Party in writing of any unauthorized use or disclosure of the Confidential Information or the Negotiations, and shall provide a detailed description of the circumstances of the disclosure and the parties involved, and shall cooperate in any reasonable efforts to limit or respond to such disclosure.\n7. The Receiving Party agrees that all Confidential Information provided by the Disclosing Party shall remain the property of the Disclosing Party and no license or other rights in the Confidential Information is granted hereby. The Receiving Party will not disclose the existence, content and/or substance of any of the Confidential Information to any third party; nor develop, manufacture, produce and/or distribute any software product(s) derived from or which otherwise use any of the Confidential Information. The Disclosing Party agrees to return (and have any third party to who it supplied the Confidential Information return) to the Receiving Party, immediately upon notification by the Disclosing Party in writing, all Confidential Information, including but not limited to all computer programs, documentation, notes, plans, drawings, and copies or reproductions thereof, in any form or medium whatsoever, and not to retain any copies thereof.\n8. The Receiving Party will, to the maximum extent permitted by applicable law, refrain from disassembling or decompiling software, or otherwise attempting to reverse engineer the design and function of any of the Confidential Information. The Receiving Party will not remove any copyright notice, trademark notice and/or other proprietary legend or indication of confidentiality set forth on or contained in any of the Confidential Information.\n9. The parties agree that any product, plan, strategy or other thing or concept jointly developed as a result of, or during, the Negotiations, shall be the joint property of both parties hereto. Neither party shall use, license or otherwise exploit such jointly developed item(s) without the express prior written consent of the other party hereto, which consent shall not be unreasonably withheld or delayed. Notwithstanding the above, any product, plan, strategy or other thing or concept that a party can prove was known by the recipient at the time of the development with the other party or was independently developed shall not be considered a jointly developed item(s).\n10. Each party hereby acknowledges that unauthorized disclosure or use of Confidential Information or the Negotiations could cause irreparable harm and significant injury, the extent of which may be difficult to ascertain. Accordingly, each party agrees that each party shall have the right to seek and obtain immediate injunctive relief from breaches of this Agreement, in addition to any other rights and remedies each party may have.\n11. Although the Disclosing Party shall endeavor to provide the other party with information relevant for an evaluation of a Transaction, the Disclosing Party and its advisors have not made, and will not make, any representation or warranty, express or implied, as to the accuracy or completeness of the information being provided. Any and all such representations and warranties shall be only as specifically set forth in a definitive agreement, if one is hereafter executed and delivered in connection with a Transaction.\n12. Without the written consent of the other party, neither party nor its affiliates shall not solicit for employment, nor shall it employ or retain or enter into any contract for the provision of personal services during the two (2) year period commencing on the date hereof any person who is employed by the other party as of the date hereof.\n13. The Receiving Party agrees to indemnify and hold the Disclosing Party harmless from and against all claims, losses, liabilities, damages, expenses and costs (including, without limitation, reasonable fees for attorneys, expert witnesses and court costs) which result from a breach or threatened breach of this Agreement by the Receiving Party.\n14. (a) This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia, excluding its choice of law rules, and the courts of Fairfax County (if under State law) or the Eastern District of Virginia (if under Federal law) shall have exclusive jurisdiction and venue of such actions; (b) the prevailing party, as determined by the court, in any action between the parties arising from this Agreement shall be entitled to recover, in addition to any other relief awarded, its costs and expenses incurred in any such proceeding, including reasonable fees for attorneys, expert witnesses and court costs; (c) the Receiving Party's rights under this Agreement may not be assigned to any third party without the Disclosing Party's prior written consent and any attempted or purported assignment of this Agreement without such party's consent shall be void; and (d) this Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, discussions and understandings of the parties.\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first written above.\nSER SYSTEME AG EIS INTERNATIONAL, INC.\nBy: /s/ DR. PHILLIP A. STOREY By: /s/ JAMES E. MCGOWAN\n------------------------- -------------------------\nName: Dr. Phillip A. Storey Name: James E. MCGOWAN\nTitle: VORSTAND (EXEC. VP) Title: Pres/CEO\n", "spans": [ [ 0, 31 ], [ 32, 227 ], [ 228, 416 ], [ 417, 514 ], [ 515, 1223 ], [ 1224, 1339 ], [ 1339, 1485 ], [ 1485, 1652 ], [ 1652, 1745 ], [ 1745, 1875 ], [ 1876, 2298 ], [ 2298, 2624 ], [ 2624, 2805 ], [ 2806, 3449 ], [ 3449, 3574 ], [ 3575, 4061 ], [ 4061, 4628 ], [ 4629, 4991 ], [ 4992, 5221 ], [ 5221, 5507 ], [ 5507, 5946 ], [ 5947, 6187 ], [ 6187, 6392 ], [ 6393, 6588 ], [ 6588, 6803 ], [ 6803, 7069 ], [ 7070, 7293 ], [ 7293, 7506 ], [ 7507, 7839 ], [ 7839, 8030 ], [ 8031, 8375 ], [ 8376, 8723 ], [ 8724, 8728 ], [ 8728, 9054 ], [ 9054, 9372 ], [ 9372, 9626 ], [ 9626, 9864 ], [ 9865, 10030 ], [ 10031, 10069 ], [ 10070, 10082 ], [ 10082, 10093 ], [ 10093, 10124 ], [ 10125, 10151 ], [ 10151, 10176 ], [ 10177, 10227 ], [ 10228, 10251 ], [ 10251, 10270 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 21 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 18 ] }, "nda-10": { "choice": "Entailment", "spans": [ 13, 14, 19 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 4 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 12 ] }, "nda-12": { "choice": "Entailment", "spans": [ 5, 7 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 20 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 30 ] }, "nda-7": { "choice": "Entailment", "spans": [ 10 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 15 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 10 ] }, "nda-4": { "choice": "Entailment", "spans": [ 10, 12 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000032251/000095013399003991/0000950133-99-003991.txt" }, { "id": 385, "file_name": "354452_0000950123-99-011178_document_13.txt", "text": "PLASMA-THERM, INC.\nCONFIDENTIALITY AGREEMENT\nThis Confidentiality Agreement (the \"Agreement\"), made and entered into as of this 1st day of September, 1999, by and between Plasma-Therm, Inc., a corporation organized under the laws of the State of Florida (\"PTI\" or the \"Company\") and Balzers Limited through its Balzers Process System Division, a corporation organized under the laws of the Principality of Liechtenstein (\"BPS\").\nThe parties hereto desire to explore and discuss a possible transaction or to further a business relationship between them.\nIn connection therewith, the parties will be given access to Confidential Information (as defined below) relating to each other's businesses and affairs;\nIn consideration of the promises and the mutual covenants and obligations hereinafter set forth, the parties agree as follows.\nSECTION 1. CONFIDENTIAL INFORMATION. Except as set forth below, \"Confidential Information\" shall mean and include any financial, operational, technical and other information relating to the present and future businesses and affairs of the party disclosing the information (the \"Disclosing Party\"), which information is provided to the other party (the \"Receiving Party\") in connection with the business relationship provided in written, oral, graphic, pictorial or recorded form or stored on computer discs, hard drives, magnetic tape or digital or any other electronic medium (it being understood that oral communications will be confirmed in writing within three (3) working days). It is further understood that the term \"Confidential Information\" does not mean and include information which:\n(a) is or subsequently becomes publicly available without the Receiving Party's breach of any obligation owed to the Disclosing Party;\n(b) prior to disclosure hereunder is within the possession of the Receiving Party, and was obtained by the Receiving Party from a source not under obligation not to disclose such information or any of its Representatives as defined below.\n(c) is lawfully received by the Receiving Party from a third party (other than the Disclosing Party) having rights to disseminate without restriction such information and such information is received by the Receiving Party from such third party without notice to the Receiving Party of any restriction against its further disclosure;\n(d) is disclosed with the prior written approval of the Disclosing Party; or\n(e) is required to be produced by the receiving party under order of a court of competent jurisdiction or a valid administrative or congressional subpoena; PROVIDED, HOWEVER, that upon issuance of any such order or subpoena, the Receiving Party shall promptly notify the Disclosing Party and shall provide the Disclosing Party with an opportunity (if then available) to contest the propriety of such order or subpoena (or to arrange for appropriate safeguards against any further disclosure by the court or administrative or congressional body seeking to compel disclosure of such Confidential Information).\nSECTION 2. OWNERSHIP. The Receiving Party hereby acknowledges and agrees that all of the Confidential Information of the Disclosing Party is the exclusive proprietary property of the Disclosing Party, is being disclosed solely for the purpose of enabling the parties to conduct the discussions relating to the Transaction is to be used by the Receiving Party only in such limited manner as is permitted by the provisions of this Agreement.\nSECTION 3. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. The Confidential Information shall (a) be kept confidential by the Receiving Party and not disclosed to any third party (except as provided in this Section 3) and (b) not be used by the Receiving Party for any commercial or competitive purpose whatsoever and may only be used in connection with the discussions relating to the Transaction. The Receiving Party may, however, disclose the Confidential Information to its directors, officers, Affiliates (as defined below) or legal or financial advisors (collectively, \"Representatives\"), but only if such Representatives reasonably need to know the Confidential Information for the purpose of evaluating the Transaction. The Receiving Party will (i) inform each of its Representatives receiving Confidential Information of the confidential nature of the Confidential Information and of the existence and the terms of this Agreement, (ii) direct its Representatives to treat the Confidential Information confidentially and not to use it other than in connection with an evaluation of the Transaction, (iii) require that any Representative other than a director or officer of Disclosing Party or Receiving Party execute a counterpart of this Agreement prior to any disclosure by the Receiving Party of Confidential Information to such Representative, which counterpart shall have annexed thereto a schedule (the \"Disclosure Schedule\") setting forth in appropriate detail the Confidential Information that is to be disclosed to such Representative. For purposes of this Agreement, the term \"Affiliate\" shall mean any Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified. As used in the foregoing definition, the term \"Person\" shall mean an individual, firm, trust, association, corporation, partnership, government (whether federal, state, local or other political subdivision, or any agency or bureau of any of them) or other entity.\nSECTION 4. CARE AND RETURN OF CONFIDENTIAL INFORMATION. The Receiving Party and its Representatives hereby agree to use their best efforts to prevent inadvertent disclosure of Confidential Information to others. The Receiving Party agrees to treat the Confidential Information with at least the degree of care that it treats similar materials of its own, or a higher standard of care if reasonable under the circumstances.\nUpon the request of the Disclosing Party, the Receiving Party will return to the Disclosing Party all documents which contain Confidential Information of the Disclosing Party, and agree that the Receiving Party and its Representatives will not retain any copies thereof.\nSECTION 5. NO LICENSES. Neither the execution of this Agreement nor the furnishing of any Confidential Information pursuant to this Agreement shall be construed as granting the Receiving Party or its Representatives, either expressly or by implication, any license or right to use any Confidential Information for its own benefit or the benefit of any other Person, firm or entity, and each party hereto expressly agrees not to so use any such information except as otherwise provided herein.\nSECTION 6. NON-DISCLOSURE OF THE TRANSACTION. Neither party hereto shall publicly announce or otherwise disclose, without the prior written consent of the other, any proposed terms of or that discussions relating to the Transaction are taking place except for such disclosure as the party seeking to make disclosure has been advised by its legal counsel is required by law, in which case the party seeking to make disclosure shall provide the other party with as much prior notice of such announcement or disclosure (including the proposed text of such announcement or disclosure) as is reasonably possible under the circumstances (and attempt in good faith to obtain such other party's concurrence with the manner and extent of such disclosure).\nSECTION 7. NO LIABILITY. Neither party hereto shall be under any obligation of any kind with respect to the Transaction, except for the matters specifically agreed to herein, unless and until a definitive agreement regarding the Transaction has been executed and delivered by each of the parties hereto.\nSECTION 8. NON-SOLICITATION. The Company and Plasma-Therm agree that, without the prior written consent of the other, it will not, for a period of six months after the date of this agreement, solicit, attempt to divert or entice away or knowingly hire any person who is an employee of the other or any of its Affiliates on the date of this agreement.\nSECTION 9. STANDSTILL AGREEMENT. For a period of six months following the date of this Agreement, each of the parties and its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the \"Exchange Act), will not (and will not assist or encourage others to) directly or indirectly, without the written consent of the other party:\n(a) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any of the other party's assets or businesses or any securities issued by the other party, or any bank debt, claims or other obligations of the other party, or any rights or options to acquire such ownership, directly or from a third party;\n(b) seek or propose to influence or control the management or policies of the other party or to obtain representation on the other's board of directors, or solicit, participate in the solicitation of, any proxies or consents with respect to any securities of the other, or make any public announcement with respect to any of the foregoing or request permission to do any of the foregoing;\n(c) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to the foregoing; or\n(d) seek or request permission or participate in any effort to do any of the foregoing or make or seek permission to make any public announcement with respect to any of the foregoing.\nIf at any time during such six months period either party or its Representatives are approached by any third party with respect to any of the foregoing, such party shall promptly inform the other of the nature of such contact and the proposed transaction and shall identify the parties thereto.\nSECTION 10. GOVERNING LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida.\nSECTION 11. TERM. Except as specified elsewhere herein, the term of this agreement shall be six months commencing on the date hereof, unless otherwise agreed in writing by the parties hereto.\nIN WITNESS WHEREOF, the parties hereto have caused this Confidentiality Agreement to be executed and delivered by their respective appropriate officers, thereunto duly authorized, as of the date first written above.\nPLASMA-THERM, INC.\nBy: /s/ Stacy L. Wagner\n--------------------------------------\nName: Stacy L. Wagner\nTitle: Chief Financial Officer & Secretary\nBALZERS LIMITED\nBalzers Process Systems Division\nBy: /s/ Martin Bader /s/ Erich Haefeli\n-------------------- ---------------\nName: Dr. Martin Bader Erich Haefeli\nTitle: Division Manager General Counsel\nSemiconductors\n-4-\n", "spans": [ [ 0, 18 ], [ 19, 44 ], [ 45, 428 ], [ 429, 552 ], [ 553, 706 ], [ 707, 833 ], [ 834, 842 ], [ 842, 871 ], [ 871, 1518 ], [ 1518, 1628 ], [ 1629, 1763 ], [ 1764, 2002 ], [ 2003, 2336 ], [ 2337, 2413 ], [ 2414, 3021 ], [ 3022, 3030 ], [ 3030, 3044 ], [ 3044, 3461 ], [ 3462, 3470 ], [ 3470, 3517 ], [ 3517, 3552 ], [ 3552, 3680 ], [ 3680, 3857 ], [ 3857, 4186 ], [ 4186, 4211 ], [ 4211, 4398 ], [ 4398, 4565 ], [ 4565, 5011 ], [ 5011, 5237 ], [ 5237, 5500 ], [ 5501, 5509 ], [ 5509, 5557 ], [ 5557, 5713 ], [ 5713, 5923 ], [ 5924, 6194 ], [ 6195, 6203 ], [ 6203, 6219 ], [ 6219, 6687 ], [ 6688, 6696 ], [ 6696, 6734 ], [ 6734, 7434 ], [ 7435, 7443 ], [ 7443, 7460 ], [ 7460, 7738 ], [ 7739, 7747 ], [ 7747, 7768 ], [ 7768, 8089 ], [ 8090, 8098 ], [ 8098, 8101 ], [ 8101, 8123 ], [ 8123, 8453 ], [ 8454, 8890 ], [ 8891, 9279 ], [ 9280, 9411 ], [ 9412, 9595 ], [ 9596, 9890 ], [ 9891, 9899 ], [ 9899, 9918 ], [ 9918, 10017 ], [ 10018, 10026 ], [ 10026, 10036 ], [ 10036, 10209 ], [ 10210, 10425 ], [ 10426, 10444 ], [ 10445, 10468 ], [ 10469, 10507 ], [ 10508, 10529 ], [ 10530, 10572 ], [ 10573, 10588 ], [ 10589, 10621 ], [ 10622, 10660 ], [ 10661, 10682 ], [ 10682, 10697 ], [ 10698, 10734 ], [ 10735, 10774 ], [ 10775, 10789 ], [ 10790, 10793 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 17, 37 ] }, "nda-10": { "choice": "Entailment", "spans": [ 40 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 8 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 34 ] }, "nda-3": { "choice": "Entailment", "spans": [ 8 ] }, "nda-18": { "choice": "Entailment", "spans": [ 46 ] }, "nda-7": { "choice": "Entailment", "spans": [ 23, 28 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 9, 14, 40 ] }, "nda-13": { "choice": "Entailment", "spans": [ 9, 12 ] }, "nda-5": { "choice": "Entailment", "spans": [ 23, 28 ] }, "nda-4": { "choice": "Entailment", "spans": [ 17, 20, 22 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000354452/000095012399011178/0000950123-99-011178.txt" }, { "id": 386, "file_name": "356841_0000950109-98-003750_document_2.txt", "text": "PATENT ASSIGNMENT AND NON-DISCLOSURE AGREEMENT\nAGREEMENT between FRANKLIN ELECTRONIC PUBLISHERS, INC., a Pennsylvania corporation, having a place of business at One Franklin Plaza, Burlington, New Jersey 08016-4907 or any of its subsidiaries (referred to as \"FRANKLIN\") and ____________________________ residing at ________________________ an employee of Franklin or one of its subsidiaries (\"EMPLOYEE\").\nBACKGROUND\n1. EMPLOYEE has been hired by FRANKLIN in a position with access to information relating to the understanding of, testing, or improvement of existing products of FRANKLIN, the development of new products for FRANKLIN, and/or the general business activities of FRANKLIN.\n2. The parties desire to reduce to writing the patent assignment and non-disclosure aspects of the employment relationship.\nTERMS OF AGREEMENT\nIn and for the consideration of the employment of EMPLOYEE by FRANKLIN, EMPLOYEE agrees as follows:\n1. EMPLOYEE shall promptly and fully disclose to FRANKLIN any and all inventions, discoveries, writings, programs, and improvements made by him or her pertaining to or useful in the business of FRANKLIN during his or her period of employment by FRANKLIN, and any improvements to his or her invention, writings, programs, and discoveries, made, conceived or acquired by him or her no later than one year after the termination of employment, whether made or conceived solely or jointly with others, whether during regular business hours or otherwise; said Inventions, discoveries, writings, programs or improvements shall become and remain the property of FRANKLIN whether or not patent applications or copyright, trademark, or maskwork registrations are filed thereon.\n2. EMPLOYEE shall from time to time, upon request and at the expense of FRANKLIN, make application through the attorneys for FRANKLIN for any letters patent or copyright or maskwork registrations of the United States, and any and all foreign countries, on said inventions, discoveries, writings, programs or improvements, and assign and transfer all said applications, inventions, discoveries, writings, programs, and improvements to FRANKLIN or its nominee, without further consideration.\n3. EMPLOYEE shall from time to time, upon request of FRANKLIN execute all papers and do all other things that may be reasonably required in order to protect the rights of FRANKLIN, and to vest in FRANKLIN or its successors or assigns the entire rights, title and interest in and to any and all inventions, discoveries, writings, program improvements, and applications for letters patent or copyright or maskwork registrations relating to anything pertaining to or useful in the business of FRANKLIN as provided above.\n4. EMPLOYEE further agrees not to divulge to any third party, either during his or her employment or thereafter, any confidential information conceived by him or her, disclosed by FRANKLIN, or obtained by him or her while in the employment of FRANKLIN relating in any way to any of FRANKLIN'S processes, businesses, customers, trade secrets, apparatus, products, software, packages, programs or trends in research, or to any of the inventions, discoveries, writings, programs, and improvements covered hereby, and agrees to maintain this information in confidence until such time that such information has become widely known to the public or described in an issued patent or in a printed publication of wide circulation. Upon termination of the employment, EMPLOYEE agrees to turn over to FRANKLIN all notes, memoranda, notebooks, drawings, records, customer lists, telephone files (including Rolodex and business card files) and correspondence in connection with anything done by him or her relating to his or her employment, for the reason that all confidential information contained therein is at all times the sole property of FRANKLIN. Following the termination of his or her employment with FRANKLIN, EMPLOYEE agrees not to solicit any employees or consultants of Franklin at any time.\n5. EMPLOYEE understands and agrees that the continuance of EMPLOYEE in the service of FRANKLIN for a definite period is not made obligatory upon either party or a condition of this Agreement.\n6. EMPLOYEE agrees that this Agreement shall be binding upon his or her heirs, executors, administrators or other legal representative or assigns.\n7. EMPLOYEE represents and warrants that he or she has no agreements with or obligations to others in conflict with the foregoing.\n8. EMPLOYEE agrees that any portion of this Agreement held to be unenforceable shall be severed from this Agreement and shall not adversely affect any other portion of this Agreement.\nIN WITNESS WHEREOF, intending to be legally bound hereby, the parties have executed this Agreement on the date set forth below.\nEMPLOYEE\nDated: (SEAL)\n---------- -----------------------------\n-----------------------------\n(Print Name)\nFRANKLIN ELECTRONIC PUBLISHERS, INC.\nDated: BY:\n---------- --------------------------\nVice President\n", "spans": [ [ 0, 46 ], [ 47, 57 ], [ 57, 274 ], [ 274, 303 ], [ 303, 315 ], [ 315, 340 ], [ 340, 404 ], [ 405, 415 ], [ 416, 685 ], [ 686, 809 ], [ 810, 828 ], [ 829, 928 ], [ 929, 1696 ], [ 1697, 2186 ], [ 2187, 2704 ], [ 2705, 3427 ], [ 3427, 3847 ], [ 3847, 3997 ], [ 3998, 4189 ], [ 4190, 4336 ], [ 4337, 4467 ], [ 4468, 4651 ], [ 4652, 4779 ], [ 4780, 4788 ], [ 4789, 4802 ], [ 4803, 4814 ], [ 4814, 4843 ], [ 4844, 4873 ], [ 4874, 4886 ], [ 4887, 4923 ], [ 4924, 4934 ], [ 4935, 4946 ], [ 4946, 4972 ], [ 4973, 4987 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 16 ] }, "nda-15": { "choice": "Entailment", "spans": [ 12, 16 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Entailment", "spans": [ 15 ] }, "nda-1": { "choice": "Entailment", "spans": [ 15 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 16 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 17 ] }, "nda-7": { "choice": "Contradiction", "spans": [ 15 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000356841/000095010998003750/0000950109-98-003750.txt" }, { "id": 388, "file_name": "69067_0000927016-00-002123_0010.txt", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is entered into and made effective as of February 10, 2000, by and between New England Business Service, Inc. (\"NEBS\") and Premium Wear, Inc. (\"Premium Wear\"). This Agreement provides for the protection from unauthorized disclosure or use of Confidential Information (as defined below) that may be furnished by one of the parties hereto to the other party and that may be used by the receiving party solely for the purpose of evaluating or engaging in a business relationship between the disclosing party and the receiving party.\n1. \"Confidential Information\" means non-public information relating to the disclosing party's business that the disclosing party designates as being confidential or proprietary or which, under the circumstances surrounding disclosure, ought to be treated as confidential. \"Confidential Information\" includes, without limitation, ideas, concepts, designs, specifications, drawings, blueprints, tracings, models, samples, data, computer programs, marketing plans and strategies, business strategies, customer names, mailing lists, prices, rates, costs, information received from others that the disclosing party is obligated to treat as confidential, and other technical, financial or business information. Confidential Information may be furnished in any tangible or intangible form, including written or printed documents, visual demonstrations or inspections, computer disks or tapes, other electronic media and oral communications.\nThe receiving party's obligations hereunder will not apply, or will cease to apply, to that Confidential Information which the receiving party can establish (i) is or hereafter becomes generally known or available to the public or interested persons through no breach of this Agreement by the receiving party; (ii) is rightfully known to the receiving party without restriction on disclosure at the time of its receipt from the disclosing party; (iii) is rightfully furnished to the receiving party by a third party without breach of an obligation of confidentiality; (iv) is disclosed to a third party by the disclosing party without similar restrictions on such third party's rights; (v) is independently developed by the receiving party without use of or reference to the Confidential Information; (vi) is required to be disclosed pursuant to the order of a court, administrative agency or other governmental body (provided that the receiving party shall give the disclosing party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent); or (vii) is approved for release by written authorization of the disclosing party.\n2. Obligations of Receiving Party. The receiving party will protect Confidential Information by using at least the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized disclosure of such Confidential Information as the receiving party uses to protect its own confidential or proprietary information. The receiving party will neither disclose nor copy Confidential Disclosure except as necessary for its employees, agents or representatives with a need to know, provided that any such employee, agent or representative shall have agreed in writing, as a condition to his or her employment or engagement or in order to obtain Confidential Information, to be bound by non-disclosure and non-use obligations substantially similar to this Agreement. Any copies which are made will be identified as belonging to the disclosing party and shall be reproduced with the disclosing party's proprietary rights notices in the same manner in which such notices appear in the original copy provided by the disclosing party. The receiving party will not use the Confidential Information for any purpose except to evaluate a business relationship with the disclosing party or otherwise in pursuance of such a relationship. Nothing in this Agreement will be construed to limit the receiving party's right to independently develop information similar to the Confidential Information or to compete with the disclosing party so long as the receiving party does not violate its obligations hereunder regarding the non-disclosure and use of the Confidential Information.\n3. Ownership of Confidential Information. All Confidential Information shall remain the property of the disclosing party. By disclosing information to the receiving party, the disclosing party does not grant any express or implied right to the receiving party to or under any of the disclosing party's patents, copyrights, trademarks or trade secret information. The receiving party will return all originals, copies, reproductions and summaries of Confidential Information immediately upon the disclosing party's request or, at the disclosing party's option, destroy the same, and will deliver to the disclosing party, upon its request, a certificate of a duly authorized officer certifying as to the foregoing.\n4. Non-Disclosure of Discussions. The parties agree not to disclose the existence of this Agreement and the fact that they are engaged in discussions unless required to do so by applicable securities laws as reasonably determined by their respective legal counsel. If such disclosure is necessary, the parties agree to notify each other as soon as possible in advance of such disclosure and agree to provide a copy of such disclosure to the other party.\n5. Standstill. NEBS agrees not to buy Premium Wear's common shares without the written consent of the Board of Directors of Premium Wear prior to March 1, 2002.\n6. Remedies. The receiving party acknowledges that money damages would not be a sufficient remedy for any breach of this Agreement, and the disclosing party will be entitled to specific performance and injunctive relief as remedies for any such breach. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement but will be in addition to all other remedies available at law or equity to the disclosing party.\n7. No Warranty. THE DISCLOSING PARTY MAKES NO REPRESENTATION, WARRANTY, ASSURANCE, GUARANTY OR INDUCEMENT WHATSOEVER TO THE RECEIVING PARTY WITH RESPECT TO THE QUALITY OF THE INFORMATION FURNISHED BY THE DISCLOSING PARTY, NON-INFRINGEMENT OF ANY RIGHTS OF THIRD PARTIES, OR ANY OTHER MATTER OF ANY NATURE WHATSOEVER. THE DISCLOSING PARTY ACCEPTS NO RESPONSIBILITY FOR ANY EXPENSES, LOSSES OR ACTIONS INCURRED OR UNDERTAKEN BY THE RECEIVING PARTY AS A RESULT OF RECEIPT OF ANY INFORMATION FROM THE DISCLOSING PARTY. This Agreement does not require any party to furnish any information to another party. It is further understood that neither party has any obligation under or by virtue of this Agreement to enter into any type of business relationship with the other party.\n8. Term. The obligations of each receiving party hereunder with respect to the non-disclosure and use of the disclosing party's Confidential Information shall survive until such time as all such Confidential Information disclosed hereunder becomes publicly known and made generally available through no action or inaction of the receiving party.\n9. General. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter hereof. This Agreement may be amended, modified or revoked only by a written instrument executed by all parties hereto. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof, and no waiver of a provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. Each party consents to personal jurisdiction in any action brought in any court, federal or state, of competent jurisdiction within the State of Minnesota. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.\nPREMIUM WEAR, INC. NEW ENGLAND BUSINESS SERVICE, INC.\n5500 Feltl Road 500 Main Street\nMinnetonka, MN 55343-7902 Groton, MA 01471\nBy: /s/ Thomas D. Gleason By: /s/ Daniel M. Junius\n--------------------- --------------------\n(Signature of Authorized (Signature of Authorized\nRepresentative) Representative)\nName: Thomas D. Gleason Name: Daniel M. Junius\n------------------ ------------------\n(Print) (Print)\nTitle: Chairman Title: Senior Vice President\n------------------ and CFO\n---------------------\n", "spans": [ [ 0, 31 ], [ 32, 207 ], [ 207, 576 ], [ 577, 849 ], [ 849, 1282 ], [ 1282, 1510 ], [ 1511, 1668 ], [ 1668, 1821 ], [ 1821, 1957 ], [ 1957, 2079 ], [ 2079, 2197 ], [ 2197, 2312 ], [ 2312, 2611 ], [ 2611, 2690 ], [ 2691, 2726 ], [ 2726, 3033 ], [ 3033, 3478 ], [ 3478, 3742 ], [ 3742, 3939 ], [ 3939, 4280 ], [ 4281, 4323 ], [ 4323, 4403 ], [ 4403, 4644 ], [ 4644, 4993 ], [ 4994, 5028 ], [ 5028, 5259 ], [ 5259, 5447 ], [ 5448, 5463 ], [ 5463, 5608 ], [ 5609, 5622 ], [ 5622, 5862 ], [ 5862, 6052 ], [ 6053, 6069 ], [ 6069, 6370 ], [ 6370, 6568 ], [ 6568, 6655 ], [ 6655, 6824 ], [ 6825, 6834 ], [ 6834, 7170 ], [ 7171, 7183 ], [ 7183, 7422 ], [ 7422, 7534 ], [ 7534, 7780 ], [ 7780, 7939 ], [ 7939, 8044 ], [ 8044, 8200 ], [ 8200, 8390 ], [ 8391, 8410 ], [ 8410, 8444 ], [ 8445, 8476 ], [ 8477, 8519 ], [ 8520, 8570 ], [ 8571, 8593 ], [ 8593, 8613 ], [ 8614, 8663 ], [ 8664, 8695 ], [ 8696, 8742 ], [ 8743, 8762 ], [ 8762, 8780 ], [ 8781, 8796 ], [ 8797, 8841 ], [ 8842, 8868 ], [ 8869, 8890 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 17, 21, 22 ] }, "nda-10": { "choice": "Entailment", "spans": [ 25 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 4 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 38 ] }, "nda-12": { "choice": "Entailment", "spans": [ 6, 11, 19 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 23 ] }, "nda-3": { "choice": "Entailment", "spans": [ 5 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 16 ] }, "nda-17": { "choice": "Entailment", "spans": [ 16 ] }, "nda-8": { "choice": "Entailment", "spans": [ 6, 12 ] }, "nda-13": { "choice": "Entailment", "spans": [ 6, 9 ] }, "nda-5": { "choice": "Entailment", "spans": [ 16 ] }, "nda-4": { "choice": "Entailment", "spans": [ 18 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000069067/000092701600002123/0000927016-00-002123.txt" }, { "id": 390, "file_name": "731947_0000950123-02-007159_y62132e3exv99wdw21.txt", "text": "CONFIDENTIALITY AGREEMENT\nThis Agreement (\"AGREEMENT\") is entered into as of July 15, 2002, by and between Swiss Army Brands, Inc. a Delaware corporation (\"SABI\") and Victorinox A.G., a Swiss corporation (\"VICTORINOX\").\nWHEREAS, Victorinox is the holder of a majority of the outstanding shares of SABI's capital stock and is also SABI's principal supplier;\nWHEREAS, on June 12, 2002, Victorinox made a proposal to acquire all of the outstanding shares of SABI not owned by Victorinox or its affiliates (\"Proposal\");\nWHEREAS, in connection with this Proposal, and from time to time in the course of SABI's business relationship with Victorinox, SABI will disclose nonpublic information to Victorinox; and\nWHEREAS, Victorinox has previously orally agreed to preserve and protect the confidentiality of such information;\nNOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to confirm and set forth in more detail their prior verbal agreement with respect to such matters, the parties agree as follows:\n1. CONFIDENTIAL INFORMATION.\n\"CONFIDENTIAL INFORMATION\" means any and all information and material disclosed by SABI to Victorinox (before or after the signing of this Agreement, and whether orally or in writing, graphic, electronic or any other form) that is marked or described as, identified orally or in writing as, or provided under circumstances indicating it is, confidential, proprietary or not otherwise available to the general public at the time of such disclosure.\n2. NON-DISCLOSURE AND LIMITED USE.\nVictorinox shall hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party. Victorinox shall disclose the Confidential Information only to its employees and agents who need to know such information and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Victorinox shall take the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information. The obligations of this Section 2 with respect to any item of Confidential Information shall survive any termination of this Agreement.\n3. SCOPE.\nThe obligations of this Agreement, including the restrictions on disclosure and use, shall not apply with respect to any Confidential Information to the extent such Confidential Information is\nor becomes publicly known through no act or omission of the Victorinox, or to the extent that disclosure of such Confidential Information is required by law.\n4. REMEDIES.\nVictorinox agrees that, due to the unique nature of the Confidential Information, the unauthorized disclosure or use of the Confidential Information will cause irreparable harm and significant injury to SABI, the extent of which will be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, Victorinox agrees that SABI, in addition to any other available remedies, shall have the right to an immediate injunction and other equitable relief enjoining any breach or threatened breach of this Agreement, without the necessity of posting any bond or other security.\n5. COMPLIANCE WITH SECURITIES LAWS.\nVictorinox hereby acknowledges that it is aware, and it will advise its employees and agents to whom it discloses Confidential Information, that the United States securities laws generally prohibit persons who receive from an issuer material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.\n6. MISCELLANEOUS.\nThis Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, whether oral or written, between the parties relating to the subject matter hereof. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized signatories of both parties. The waiver by either party of a breach of or a default under any provision of this Agreement shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, the remaining portions hereof shall remain in full force and effect and such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed to the extent necessary to make such provision valid and enforceable.\n\nVICTORINOX A.G. SWISS ARMY BRANDS, INC.\nBy: /s/ Charles Elsener By: /s/ A. Jeffrey Turner\n------------------------------- -------------------------------\nName: Charles Elsener Name: A. Jeffrey Turner\nTitle: President Title: President\n3\n", "spans": [ [ 0, 25 ], [ 26, 219 ], [ 220, 356 ], [ 357, 515 ], [ 516, 703 ], [ 704, 817 ], [ 818, 1074 ], [ 1075, 1103 ], [ 1104, 1551 ], [ 1552, 1586 ], [ 1587, 1731 ], [ 1731, 2003 ], [ 2003, 2336 ], [ 2336, 2471 ], [ 2472, 2481 ], [ 2482, 2674 ], [ 2675, 2832 ], [ 2833, 2845 ], [ 2846, 3161 ], [ 3161, 3444 ], [ 3445, 3480 ], [ 3481, 3980 ], [ 3981, 3998 ], [ 3999, 4244 ], [ 4244, 4412 ], [ 4412, 4825 ], [ 4825, 4957 ], [ 4957, 5385 ], [ 5386, 5392 ], [ 5393, 5404 ], [ 5404, 5432 ], [ 5433, 5482 ], [ 5483, 5515 ], [ 5515, 5546 ], [ 5547, 5575 ], [ 5575, 5592 ], [ 5593, 5626 ], [ 5627, 5628 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 8 ] }, "nda-19": { "choice": "Entailment", "spans": [ 13 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 8 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 11 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 11 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000731947/000095012302007159/0000950123-02-007159.txt" }, { "id": 391, "file_name": "736291_0000930661-99-001320_document_3.txt", "text": "NON-COMPETITION, REFERRAL AND NON-DISCLOSURE AGREEMENT\nNON-COMPETITION, REFERRAL AND NON-DISCLOSURE AGREEMENT (the \"Agreement\"), dated as of May 10 , 1999, by and between CompuCom Systems, Inc., a Delaware corporation (\"CompuCom\"), and ENTEX Information Services, Inc., a Delaware corporation (\"Seller\").\nRECITALS\nWHEREAS, CompuCom and Seller have entered into an Asset Purchase Agreement dated as of May 10 , 1999 (the \"Asset Purchase Agreement\");\nWHEREAS, the execution of this Agreement is a condition to CompuCom acquiring, and Seller disposing of, the Purchased Assets (as defined in the Asset Purchase Agreement) in connection with the Asset Purchase Agreement;\nNOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, CompuCom and Seller hereby agree as follows:\n1.1 For purposes of this Agreement, the following terms have the following meanings:\n(1) \"Configuration\" means the preparation of a computer and related hardware and integration of components into a computer system; provided that the term \"Configuration\" shall not include installation of a computer or related hardware at a customer site.\n(2) \"Non-Competition Period\" means the period commencing on May 12, 1999 and ending on May 11, 2000.\n(3) \"Product\" means any computer or related hardware and peripherals (including hubs, switches and routers or networking hardware) or software products (including networking software products) which CompuCom has the ability to sell.\n(4) \"Product Business\" means the acceptance and fulfillment of customer orders for Products, including the manufacturing, channel assembly, co-location or centralized image loading and Configuration of Products; provided that the term \"Product Business\" shall not include on-site Configuration of computer or related hardware or software products made subsequent to the initial image load/configuration.\n(5) \"Outsourcing and Professional Services\" means (a) consulting, system migrations, project management, other services typically referred to as \"high-end\" services, and (b) outsourcing contracts having a term of more than one year which require pricing be done on a per seat basis. Agreements that consist primarily of lower-end services, including, but not limited to, break/fix, IMAC, warranty and low-end staff augmentation, other than agreements priced on a per-seat basis, are not Outsourcing and Professional Services agreements.\n(6) \"Service Accounts\" means the customer accounts of Seller listed on Exhibits B and C hereto.\n(7) \"Services\" means all IT services offered by Seller, including, but not limited to, all outsourcing, professional services, break/fix, staff augmentation and consulting services; provided that the term\n\"Services\" shall not include (i) on-site Configuration of Products by CompuCom or (ii) the sale (but not the performance) by CompuCom of extended warranty contracts at time of initial sale of Products to customers.\n(8) \"Subsidiary,\" with respect to any person, means (i) any corporation of which the outstanding capital stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such person or (ii) any other person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such person.\nCapitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed thereto in the Asset Purchase Agreement.\nARTICLE II\nAGREEMENT TO COOPERATE\nSubject to the limitations set forth in Article III, Seller and CompuCom agree that with respect to each account listed on Exhibit A hereto, that until the earlier of (a) May 11, 2000 or (b) the termination of the existing contract between Seller and such account (i) each party will cooperate with the other in delivering Services and Products to such account in substantially the same manner in which such Services and Products were delivered to such account prior to Closing and (ii) each party's representative will be permitted to call on such account.\nARTICLE III\nAGREEMENT NOT TO COMPETE\n3.1 Seller's Agreement. (a) Seller agrees that during the Non-Competition Period Seller will not, and will not permit any of its Subsidiaries to:\n(i) engage in the Product Business;\n(ii) encourage any Service Account to specify a party other than CompuCom to provide Products and image load/configurations to such Service Account; or\n(iii) solicit, entice or induce any employee of CompuCom or any Subsidiary of CompuCom to terminate his or her employment with CompuCom or any Subsidiary of CompuCom or hire any person who was or is at any time from the date of execution of the Asset Purchase Agreement to the end of the Non-Competition Period an employee of CompuCom or any Subsidiary of CompuCom.\n(b) Seller agrees that during the Non-Competition Period Seller will, and will cause its Subsidiaries to use commercially reasonable efforts to cause future Service customers to whom Seller provides Outsourcing and Professional Services and existing Service customers of Seller to whom Seller is able to expand its Services, to procure Products and image load/configuration from CompuCom in accordance with the provisions of Article IV, provided that CompuCom is not competing with Seller to provide future or expanded Services to such customers.\nNotwithstanding the foregoing, Seller shall be permitted to preserve its ability to resell Products to the extent required by existing customer agreements if (i) the customer refuses to approve of CompuCom providing such Products after Seller uses commercially reasonable efforts to obtain such approval, (ii) CompuCom rejects the customer order for such Products pursuant to Article IV (provided that CompuCom shall comply with the requirements of the Asset Purchase Agreement with respect to such agreements), or (iii) CompuCom fails to meet the requirements of the customer agreement, including but not limited to price, payment terms, return privileges and service level agreements (\"SLA's) (subject to applicable cure periods). In addition, Seller shall be permitted (A) to arrange for the procurement of computers or related hardware and software products as agent for customers in connection with future Outsourcing and Professional Services engagements, subject to Seller's obligations under Section 3.1(b) and the conditions provided for in the immediately preceeding sentence (B) to refer orders for Products for delivery outside the United States to comply with Seller's obligations under Seller's international alliance agreements and (C) to perform initial on-site image load/configuration and augmentation in a manner consistent with Seller's current business practices, provided that Seller agrees that during the Non-Competition Period, it will not actively encourage any Services customer to move its initial image load/configuration business from CompuCom's configuration facilities to the customer`s site.\n3.2 CompuCom's Agreement. (a) CompuCom agrees that during the Non-Competition Period CompuCom will not, and will not permit any of its Subsidiaries to:\n(i) provide any Services to any account listed on Exhibit B hereto;\n(ii) provide any Services to any account listed on Exhibit C hereto except to the extent provided for in such Exhibit; or\n(iii) except as contemplated by the Asset Purchase Agreement, solicit, entice or induce any employee of Seller or any Subsidiary of Seller to terminate his or her employment with Seller or any Subsidiary of Seller or hire any person who was or is at any time from the date of execution of the Asset Purchase Agreement to the end of the Non-Competition Period an employee of Seller or any Subsidiary of Seller.\nNotwithstanding the foregoing, CompuCom shall be permitted to provide Services under any \"request for proposal\", bid, contract or statement of work submitted by CompuCom to the applicable potential customer prior to May 12, 1999 . In the event of a dispute between CompuCom and Seller as to the matters covered by the immediately preceeding sentence, CompuCom shall furnish, in response to the reasonable request of Seller, evidence and shall have the burden of proving, that the applicable \"request for proposal\", bid, contract or statement of work was submitted by CompuCom to the customer prior to May 12, 1999.\n(b) CompuCom agrees that it will refer to Seller the performance of extended warranty service (other than manufacturers' warranties) or warranty upgrades sold by CompuCom to any Service Accounts, provided that Seller has the ability to perform such extended warranty service or warranty upgrades except that CompuCom may continue to perform extended warranty services and warranty upgrades in accordance with the provisions of Exhibit C. The parties agree to negotiate in good faith the terms, conditions and amount of payment Seller will receive for performing such warranty service or warranty upgrades.\nARTICLE IV\nAcceptance of Product Orders\nCompuCom agrees that during the Non-Competition Period, it will accept orders for Products submitted to CompuCom by Seller pursuant to Section 3.1(b) under the following conditions: (i) CompuCom has the ability to offer such Product for sale; (ii) the purchase price required by the customer order for the Product is reasonably acceptable to CompuCom; (iii) such Product offered by CompuCom meets the customer's specifications, including, but not limited to, configuration specifications; and (iv) the requirements of the customer with respect to such Product, including but not limited to delivery, payment terms and return privileges are reasonably acceptable to CompuCom. CompuCom agrees to notify Seller of CompuCom's rejection of such orders for Product within a mutually agreed upon time that is reasonable under the time constraints required by the customer order or contract.\nARTICLE V\nNON-DISCLOSURE\n5.1 Seller's Non-Disclosure Obligations. Seller covenants and agrees that, unless otherwise required by law, from and after the Closing:\n(a) Seller shall cooperate with CompuCom at CompuCom's expense to protect and safeguard all of CompuCom's Confidential Information; and\n(b) Seller shall not, directly or indirectly, use, sell, license, publish, disclose, or otherwise transfer or make available to others any of CompuCom's Confidential Information.\nAs used in this Agreement, the terms \"CompuCom's Confidential Information\" means proprietary or confidential information concerning the Business including, without limitation, information regarding prices charged for Products, the assets, liabilities, and financial condition of the Business, names and identities of customers and analyses of the amount and types of Products purchased by each such customer.\nNotwithstanding the foregoing, Seller shall be permitted to disclose historical financial information, including financial information relating to the Business, as may be required by customers, vendors, lenders or other third parties, provided that such third parties shall agree to preserve the confidentiality of such information.\n5.2 CompuCom's Non-Disclosure Obligations. CompuCom covenants and agrees that unless otherwise required by law, from and after the Closing:\n(a) CompuCom shall cooperate with Seller at Seller's expense to protect and safeguard all of Seller's Confidential Information;\n(b) CompuCom shall not, directly or indirectly, use, sell, license, publish, disclose or otherwise transfer or make available to others any of Seller's Confidential Information; and\n(c) CompuCom shall not solicit or knowingly utilize any of Seller's Confidential Information regarding Seller's Services business from any former employee of Seller.\nAs used in this Agreement, the terms \"Seller's Confidential Information\" means proprietary or confidential information and business secrets of Seller pertaining to its Services Business including, without limitation, information regarding prices charged for Services, copies of existing Services contracts to which Seller is a party (other than any such contracts provided to CompuCom pursuant to the provisions of the Asset Purchase Agreement) and analyses of the amount and types of Services purchased by customers.\nARTICLE VI\nMISCELLANEOUS\n6.1 Notices, Etc. All notices, requests, demands or other communications required by or otherwise with respect to this Agreement shall be in writing and shall be deemed to have been duly given to any party when delivered personally (by courier service or otherwise), when delivered by facsimile and confirmed by return facsimile, or five business days after being mailed by first-class mail, postage prepaid in each case to the applicable addresses set forth below:\nIf to Seller, to:\nENTEX Information Services, Inc.\nSix International Drive\nRye Brook, N.Y. 10573 Facsimile No.: (914) 935-3720\nAttention: Lynne A. Burgess, Esq.,\nSenior Vice President and General Counsel\nwith a copy (which shall not constitute notice to Seller) to:\nCahill Gordon & Reindel\n80 Pine Street\nNew York, NY 10005\nFacsimile No.: (212) 269-5420\nAttention: Gerald S. Tanenbaum, Esq.\nIf to CompuCom, to:\nCompuCom Systems, Inc.\n7171 Forest Lane\nDallas, Texas 75230\nFacsimile No.: (972) 856-5395\nAttention: Ms. Lazane Smith, Senior Vice President\nand Chief Financial Officer\nwith a copy (which shall not constitute notice to CompuCom) to:\nStrasburger & Price, L.L.P.\n901 Main Street, Suite 4300\nDallas, Texas 75202\nFacsimile No.: (214) 651-4330\nAttention: Frederick J. Fowler, Esq.\nor to such other address as such party shall have designated by notice so given to each other party.\n6.2 Amendments, Waivers, Termination Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated except by an instrument in writing signed by each of the parties hereto.\n6.3 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties and their respective successors and assigns, including without limitation by merger or otherwise. This Agreement shall not be assignable.\n6.4 Entire Agreement. This Agreement and the Asset Purchase Agreement embody the entire agreement and understanding among the parties relating to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter. There are no covenants by the parties hereto relating to such subject matter other than those expressly set forth in this Agreement and the Asset Purchase Agreement.\n6.5 Specific Performance. The parties acknowledge that money damages are not an adequate remedy for violations of this Agreement and that any party may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief.\n6.6 Remedies Cumulative. All rights, powers and remedies provided for under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.\n6.7 No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or inequity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.\n6.8 Severability. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby. Upon any such holding that any provision of this Agreement is null, void or unenforceable, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are consummated to the extent possible.\n6.9 GOVERNING LAW. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT GIVING EFFECT TO ANY PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW.\n6.10 Name, Captions. The name assigned to this Agreement and the section captions used herein are for convenience of reference only and shall not affect the interpretation or construction hereof.\n6.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all, the parties hereto.\n6.12 Referral Fees. To the extent that the parties agree that the payment of referral fees will further their mutual business interests or is required in order to compensate either party for material services rendered for the benefit of the other, the parties agree to negotiate the terms and conditions of the payment of such referral fees in good faith.\nIN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.\nCOMPUCOM SYSTEMS, INC.\nBy:\n------------------------------------\nName: Lazane M. Smith\nTitle: Senior Vice President and\nChief Financial Officer\nENTEX INFORMATION SERVICES, INC.\nBy:\n------------------------------------\nName: Kenneth A. 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(\"Neoreach\") a Maryland corporation with offices at 3204 Tower Oaks Blvd., Ste 350, Rockville, MD 20852 and Prime Circuits, Inc. P. O. Box 60123, Potomac, MD (\"Prime Circuits\").\nWHEREAS, the Parties contemplate entering into business discussions and/or preliminary technical discussions relating to certain proposed business arrangements; and\nWHEREAS, the Parties may need or want to disclose certain Information to each other on a confidential basis in connection with their discussions regarding or in anticipation of such business arrangements;\nNOW THEREFORE, in consideration of the disclosure of Proprietary Information (as defined herein) by either Party, the Parties agree as follows:\n1. As Used Herein:\n\"Information\" is defined as communications or data including, but not limited to, business information, marketing plans, technical or financial information, customer lists or proposals, sketches, models, samples, computer programs and documentation, drawings, specifications, whether conveyed in oral, written, graphic, or electromagnetic form or otherwise.\n\"Party\" is defined as either entity executing this Agreement and any subsidiary, division, affiliate, or parent company of such entity.\n\"Proprietary Information\" is defined as that Information owned or possessed by either Party that said Party desires to protect as confidential against unrestricted disclosure or improper competitive use, and that is designated as such in the manner provided by this Agreement.\n2. All Information that is disclosed by one Party (\"Disclosing Party\") to the other (\"Receiving Party\") and that is to be protected hereunder by the Receiving Party as Proprietary Information if in writing or other tangible form, shall be conspicuously labeled as \"proprietary\", \"confidential\" or with words of similar import at the time of delivery.\nThe \"Disclosing Party\" shall disclose in writing or other tangible form to the \"Receiving Party\" any direct or indirect business, financial arrangements or other interests with the Company or any individual in the Company. Such disclosure shall be made to the \"Receiving Party\" prior to any contractual agreement or receipt of Proprietary Information.\n3. Proprietary Information of the Disclosing Party shall remain the property of the Disclosing Party. Proprietary Information of the Disclosing Party shall be treated and safeguarded hereunder by the Receiving Party for a period of two (2) years from the date of disclosure. The Receiving Party warrants that it applies reasonable safeguards against the unauthorized disclosure of Proprietary Information and that it will protect such Proprietary Information as least as securely as it protects its own Proprietary Information.\n4. The Receiving Party agrees that (i) the documents provided to the Receiving Party hereunder containing Proprietary Information of the Disclosing Party shall be used by the Receiving Party solely for the purpose of evaluating its interest in the business arrangements described or performing a future agreement between the Parties; (ii) it will not use such documents disclosed hereunder for any other purpose; and (iii) it will not distribute, disclose or disseminate Proprietary Information to anyone except its employees with a need to know who are involved in the consideration or performance of the business arrangements described herein.\n5. This Agreement shall not apply to Information that:\n(a) is in or enters the public domain, through no fault of the Receiving Party; or\n(b) is or has been disclosed by the Disclosing Party to the other Party or to a third party without restriction; or\n(c) is already in the possession of the Receiving Party, without restriction and prior to disclosure of the Information hereunder; or\n(d) is or has been lawfully disclosed by a third party to the Receiving Party without an obligation of confidentiality; or\n(e) is developed by the Receiving Party independently of any breach of this Agreement; or\n(f) the applicable period of confidentiality pursuant to paragraph 3 has ended.\nEach party may disclose any Proprietary Information to the extent that such Party has been advised by counsel that such disclosure is necessary to comply with laws or regulations, or any judicial order or request, or as necessary in connection with the filing of any patent, copyright, or similar application or registration; provided that each Party shall give the other Party reasonable advance notice of such proposed disclosure, shall where practicable use its best efforts to secure confidential treatment of any such Proprietary Information and shall advise the other Party in writing of the manner of the disclosure.\n6. This Agreement shall terminate two (2) years from the date first written above, except the obligations of confidentiality pursuant to paragraph 3, and the terms of paragraph 4, shall continue for the period specified in paragraph 3.\n7. Neither this Agreement nor the disclosure or receipt of Information shall constitute or imply a commitment by either Party with respect to present or future business arrangements or other subject matter not expressly set forth herein.\n8. The Receiving Party shall have, or shall enter into, agreements with its parent, divisions, subsidiary companies and consultants that will safeguard the Proprietary Information disclosed hereunder consistent with the terms of this Agreement. With respect to employees, the Receiving Party shall advise all employees who will have access to Proprietary Information as to their obligations contained herein.\n9. Except as expressly provided herein, no license or right is granted by the Disclosing Party to the Receiving Party under any patent, patent application, trademark, copyright, software or trade secret.\n10. Any amendment to this Agreement must be in writing and signed by authorized officials of each Party. No failure or delay in exercising any right under this Agreement shall operate as a waiver thereof.\n11. At the Disclosing Party's request, all Proprietary Information of the Disclosing Party in tangible form that is in the possession of the Receiving Party shall be returned to the Disclosing Party or destroyed.\n12. Each Party agrees that it will not disclose the subject matter or terms of this Agreement or the discussions between the Parties without the written consent of the other Party.\n13. This Agreement shall be governed by the laws of the State of Maryland.\nNeoReach, Inc. Prime Circuits, Inc.\nBy: /s/ Arne Dunhem By: /s/ Satpal Singh\n---------------------------- ----------------------------\nTitle: President Title: President\nDate: April 9th, 2002 Date: April 9th, 2002\n", "spans": [ [ 0, 44 ], [ 45, 319 ], [ 320, 484 ], [ 485, 689 ], [ 690, 833 ], [ 834, 852 ], [ 853, 1210 ], [ 1211, 1346 ], [ 1347, 1623 ], [ 1624, 1974 ], [ 1975, 2198 ], [ 2198, 2326 ], [ 2327, 2429 ], [ 2429, 2602 ], [ 2602, 2854 ], [ 2855, 2890 ], [ 2890, 3189 ], [ 3189, 3272 ], [ 3272, 3500 ], [ 3501, 3555 ], [ 3556, 3638 ], [ 3639, 3754 ], [ 3755, 3888 ], [ 3889, 4011 ], [ 4012, 4101 ], [ 4102, 4181 ], [ 4182, 4805 ], [ 4806, 5041 ], [ 5042, 5279 ], [ 5280, 5525 ], [ 5525, 5688 ], [ 5689, 5892 ], [ 5893, 5998 ], [ 5998, 6097 ], [ 6098, 6310 ], [ 6311, 6491 ], [ 6492, 6566 ], [ 6567, 6602 ], [ 6603, 6643 ], [ 6644, 6673 ], [ 6673, 6701 ], [ 6702, 6735 ], [ 6736, 6779 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 12, 31 ] }, "nda-10": { "choice": "Entailment", "spans": [ 35 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-1": { "choice": "Entailment", "spans": [ 9 ] }, "nda-19": { "choice": "Entailment", "spans": [ 27 ] }, "nda-12": { "choice": "Entailment", "spans": [ 19, 24 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 6 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 15, 18 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 26 ] }, "nda-13": { "choice": "Entailment", "spans": [ 19, 21, 23 ] }, "nda-5": { "choice": "Entailment", "spans": [ 15, 18 ] }, "nda-4": { "choice": "Entailment", "spans": [ 15, 16, 17 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000769592/000095013302003341/0000950133-02-003341.txt" }, { "id": 394, "file_name": "770461_0001144204-05-023830_v022988_ex10-6.txt", "text": "EXHIBIT 10.6\nNON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT\nTHIS NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT (\"Agreement\"), dated this 2nd day of August 2005 (the \"Effective Date\"), by and between John Ermilio (\"Ermilio\") and National Investment Managers Inc., a Florida corporation (the \"Purchaser\").\nRECITALS\nA. Pursuant to that certain Stock Purchase Agreement, dated August 2, 2005, by and among Haddon Strategic Alliances, Inc., John Ermilio and the Purchaser (collectively, the \"Purchase Agreement\"), the Purchaser is acquiring 100% of the Companies' issued and outstanding common stock, including Ermilio's controlling interest therein. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.\nB. Ermilio has been a principal shareholder of the Company for many years and has developed and received special, unique and extraordinary knowledge, information and goodwill in connection therewith.\nC. It is a condition precedent to the consummation of the transactions contemplated by the Purchase Agreement, and an inducement to the Purchaser to enter into the Purchase Agreement and effect the purchase of the Company and its businesses thereunder and the goodwill represented thereby, that the parties hereto execute and deliver this Agreement.\nD. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned to them in the Purchase Agreements.\nNOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:\n1 Non-Competition; Non-Solicitation. Commencing on the date hereof and ending on the last day of the Restricted Period (as defined below), Ermilio covenants and agrees that he will not, without the Purchaser's prior written consent, directly or indirectly, either on behalf of himself or on behalf of any business venture, as an employee, consultant, partner, principal, stockholder, officer, director, trustee, agent, or otherwise (other than on behalf of the Purchaser or its Affiliates):\n(A) be employed by, engage or participate in the ownership, management, operation or control of, or act in any advisory, expert, consulting or other capacity for, any entity or individual that competes with the Purchaser or its Affiliates in the areas of pension administration, insurance product sales, investment advisory services and other retirement products, in the following territory: in Pennsylvania - the counties of Bucks, Chester, Delaware, Montgomery and Philadelphia; and in New Jersey - the counties of Burlington, Camden, Cumberland, Gloucester, Mercer and Salem;\n(B) solicit or divert any business or any customer from the Purchaser or its Affiliates or assist any person, firm, corporation or other entity in doing so or attempting to do so;\n(C) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Purchaser or its Affiliates or assist any person, firm, corporation or other entity in doing so; or\n(D) hire, solicit or divert from the Purchaser or its Affiliates any of their respective employees, consultants or agents who have, at any time during the immediately preceding one (1) year period from the date hereof or the Restricted Period, been engaged by the Purchaser or its Affiliates, nor assist any person, firm, corporation or other entity in doing so.\nAs used in this Agreement, the term \"Affiliates\" shall mean any entity controlling, controlled by or under the common control of the Purchaser. For the purpose of this Agreement, \"control\" shall mean the direct or indirect ownership of fifty (50%) percent or more of the outstanding shares or other voting rights of an entity or possession, directly or indirectly, of the power to direct or cause the direction of management and policies of an entity.\nAs used in this Agreement, \"Restricted Period\" means the period commencing on the date hereof and ending as follows: If the Purchaser or SHRA does not offer Ermilio an extension (\"Extension\") of his employment agreement, of even date herewith, with SHRA beyond the expiration date of the original one-year term (\"Expiration Date\"), then the Restricted Period shall be one (1) year from the date hereof. If the Purchaser or SHRA offers Ermilio an Extension, then the Restricted Period shall extend until the later of (i) two (2) years from the date hereof and (ii) one (1) year from the date of his termination of employment with the SHRA, or any Affiliate of SHRA, for any reason.\n2 Nondisclosure. Ermilio understands and agrees that the business of the Purchaser and its Affiliates is based upon specialized work and Confidential Information (as hereinafter defined). Ermilio agrees that during the Restricted Period, he shall keep secret all such Confidential Information and that he will not, directly or indirectly, use for his own benefit or for the benefit of others nor Disclose (as hereinafter defined), without the prior written consent of the Purchaser, any Confidential Information. At any time upon the Purchaser's request, Ermilio shall turn over to the Purchaser all books, notes, memoranda, manuals, notebooks, records and other documents made, compiled by, delivered to, or in the possession or control of Ermilio containing or concerning any Confidential Information, including all copies thereof, in any form or format, including any computer hard disks, wherever located, containing any such information, it being agreed that the same and all information contained therein are at all times the exclusive property of the Purchaser and its Affiliates.\nAs used in this Agreement, the term \"Confidential Information\" means any information or compilation of information not generally known to the public or the industry, that is proprietary or confidential to the Purchaser, its Affiliates and/or those doing business with the Purchaser and/or its Affiliates, including but not limited to know-how, process, techniques, methods, plans, specifications, trade secrets, patents, copyrights, supplier lists, customer lists, mailing lists, financial information, business plans and/or policies, methods of operation, sales and marketing plans and any other information acquired or developed by Ermilio in the course of his past, present and future dealings with the Purchaser and its Affiliates, which is not readily available to the public.\n\"Confidential Information\" does not include any information, datum or fact: (a) currently available to the public as of the date hereof; (b) after it becomes available to the public other than as a result of a breach hereof or other wrongful conduct by Executive; (c) after it becomes available to Executive on a nonconfidential basis from a source other than the Company or its Affiliates or a person or entity breaching his or its confidentiality agreement or other relationship of confidence with the Company or its Affiliates; or (d) developed independently by Executive without any reference to or use whatsoever of any Confidential Information of the Company or its Affiliates.\nAs used in this Agreement, the term \"Disclose\" means to reveal, deliver, divulge, disclose, publish, copy, communicate, show, allow or permit access to, or otherwise make known or available to any third party, any of the Confidential Information.\n3 Blue Pencil Doctrine. In the event that the restrictive covenants contained in Section 1 and/or Section 2 of this Agreement shall be found by a court of competent jurisdiction to be unreasonable by reason of such restrictive covenants extending for too great a period of time or over too great a geographic area or by reason of such restrictive covenants being too extensive in any other respect, then such restrictive covenant shall be deemed modified to the minimum extent necessary to make such restrictive covenant reasonable and enforceable under the circumstances.\n4 Injunctive Relief. If Ermilio shall breach or threaten to breach any of the provisions of Section 1 and/or Section 2, in addition to and without limiting any other remedies available to the Purchaser at law or in equity, the Purchaser shall be entitled to seek immediate injunctive relief in any court to restrain any such breach or threatened breach and to enforce the provisions of Section 1 and/or Section 2, as the case may be. Ermilio acknowledges and agrees that there is no adequate remedy at law for any such breach or threatened breach and, in the event that any proceeding is brought seeking injunctive relief, Ermilio shall not use as a defense thereto that there is an adequate remedy at law.\n5 Reasonableness of Covenants. Ermilio acknowledges and agrees that the restrictive covenants contained in this Agreement are a necessary inducement to Purchaser purchasing Ermilio's ownership interests in the Companies, and that the scope (geographic and otherwise) and period of duration of the restrictive covenants contained in this Agreement are both fair and reasonable and that the interests sought to be protected by the Purchaser are legitimate business interests entitled to be protected. Ermilio further acknowledges and agrees that the Purchaser would not have purchased Ermilio's ownership interests in the Companies pursuant to the Purchase Agreement unless Ermilio entered into this Agreement.\n6 General Provisions.\n(A) Entire Agreement. This Agreement, together with the Purchase Agreements and any other agreements contemplated thereby, contain the entire agreement of the parties hereto with respect to the subject matter hereof, and supersede all prior or contemporaneous agreements and understandings, oral or written, among the parties hereto and thereto with respect to the subject matter hereof and thereof.\n(B) Amendment; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by all of the parties and then such waiver shall only be effective in the specific instance and for the specific purpose for which it was given.\n(C) Notices. All notices and other communications under this Agreement shall be in writing and shall be given in accordance with the notice provisions of the Purchase Agreements.\n(D) Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representative(s), successors and permitted assigns. This Agreement may be assigned to, and thereupon shall inure to the benefit of, any organization which succeeds to substantially all of the business or assets of the Purchaser, whether by means of merger, consolidation, acquisition of all or substantially all of the assets of the Purchaser or otherwise, including, without limitation, by operation of law.\n(E) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in that state, without regard to any of its principles of conflicts of laws or other laws that would result in the application of the laws of another jurisdiction. This Agreement shall be construed and interpreted without regard to any presumption against the party causing this Agreement to be drafted. Each of the parties hereby unconditionally and irrevocably waives the right to a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties unconditionally and irrevocably consents to the exclusive jurisdiction of the courts of the State of New York located in the County of New York and the Federal district court for the Southern District of New York located in the County of New York with respect to any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each of the parties hereby unconditionally and irrevocably waives any objection to venue in any such court.\n(F) Recovery of Attorneys' Fees and Costs. If any action for breach of or to enforce the provisions of this Agreement is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. Such attorneys' fees and costs shall be paid by the non-prevailing party in such action.\n(G) Headings. The headings to the paragraphs of this Agreement are intended for the convenience of the parties only and shall in no way be held to explain, modify, amplify or aid in the interpretation of the provisions hereof.\n(H) Severability. The provisions of this Agreement shall be deemed severable and if any portion hereof shall be held invalid, illegal or unenforceable for any reason by a court of competent jurisdiction, the remainder shall not thereby be invalidated but shall remain in full force and effect.\n(I) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.\nNATIONAL INVESTMENT MANAGERS INC.\nBy: __________________________\nName:\nTitle:\n-------------------------------\nJOHN ERMILIO\n[SIGNATURE PAGE -\nNON-COMPETITION, NON-DISCLOSURE AND\nNON-SOLICITATION AGREEMENT - JE]\n", "spans": [ [ 0, 12 ], [ 13, 75 ], [ 76, 336 ], [ 337, 345 ], [ 346, 679 ], [ 679, 799 ], [ 800, 999 ], [ 1000, 1349 ], [ 1350, 1488 ], [ 1489, 1692 ], [ 1693, 1730 ], [ 1730, 2183 ], [ 2184, 2762 ], [ 2763, 2942 ], [ 2943, 3152 ], [ 3153, 3515 ], [ 3516, 3660 ], [ 3660, 3967 ], [ 3968, 4371 ], [ 4371, 4484 ], [ 4484, 4527 ], [ 4527, 4648 ], [ 4649, 4666 ], [ 4666, 4837 ], [ 4837, 5162 ], [ 5162, 5736 ], [ 5737, 6518 ], [ 6519, 6595 ], [ 6595, 6656 ], [ 6656, 6783 ], [ 6783, 7053 ], [ 7053, 7202 ], [ 7203, 7449 ], [ 7450, 7474 ], [ 7474, 8022 ], [ 8023, 8044 ], [ 8044, 8457 ], [ 8457, 8729 ], [ 8730, 8761 ], [ 8761, 9229 ], [ 9229, 9438 ], [ 9439, 9460 ], [ 9461, 9483 ], [ 9483, 9860 ], [ 9861, 9884 ], [ 9884, 10152 ], [ 10153, 10166 ], [ 10166, 10331 ], [ 10332, 10348 ], [ 10348, 10522 ], [ 10522, 10878 ], [ 10879, 10898 ], [ 10898, 11215 ], [ 11215, 11355 ], [ 11355, 11570 ], [ 11570, 12081 ], [ 12082, 12125 ], [ 12125, 12349 ], [ 12349, 12437 ], [ 12438, 12452 ], [ 12452, 12664 ], [ 12665, 12683 ], [ 12683, 12958 ], [ 12959, 12977 ], [ 12977, 13137 ], [ 13138, 13243 ], [ 13244, 13277 ], [ 13278, 13282 ], [ 13282, 13308 ], [ 13309, 13314 ], [ 13315, 13321 ], [ 13322, 13353 ], [ 13354, 13366 ], [ 13367, 13384 ], [ 13385, 13420 ], [ 13421, 13453 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 25 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 26 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 27, 31 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 25 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 11, 15 ] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 27, 30 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 24 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000770461/000114420405023830/0001144204-05-023830.txt" }, { "id": 396, "file_name": "87814_0000930661-96-001456_document_4.txt", "text": "VOLUMETRIC TOMOGRAPHY CONSORTIUM\nNON-DISCLOSURE AGREEMENT\nThis Agreement, effective as of ____________, 199_, is by and between GENERAL MOTORS CORPORATION, having a place of business at _______________, Michigan (\"GM\"), and _______________________________, having a place of business at ______________________ (\"Other Participant\").\nRECITALS:\nA. GM and Other Participant, together with others, are partial to a Collaboration Agreement under which they will conduct joint research on a Volumetric Computed Tomography System for characterizing critical objects three dimensionally in automotive applications (the \"Project\") in conjunction with the National Institute of Standards and Technology's ATP Program.\nB. In connection with their specific work on the Project described in Task ______ of the Statement of Work for the Project, each (\"Discloser\") of GM and Other Participant desires to share with the other (\"Recipient\") certain specific Proprietary Information of the Discloser which the Recipient desires to receive and use in confidence for the specific purpose (\"Purpose\") of performing Recipient's work on the Project.\nC. The specific type of Proprietary Information to be disclosed by GM is as follows: ____________________________________________________________________, and the Specific type of Proprietary Information to be disclosed by Other Participant is as follows: ____________________________________________________.\nD. Unless extended by the mutual written agreement of the parties, all disclosures pursuant to this Agreement shall be me during the period of ______, 199_ to _______, 199_.\nNOW, THEREFORE, GM and Other Participant agree as follows:\n1. As used herein, the term \"Proprietary Information\" means trade secrets or confidential commercial, technical and/or financial information of the Discloser whether developed outside of the Project or in connection with the Project, except information which the Recipient can show:\n(a) was in the public domain prior to the Recipient's receipt of the same hereunder, or which subsequently becomes part of the public domain (by publication or otherwise) other than by the wrongful act of the Recipient; or\n(b) was developed by the Recipient and in the Recipient's possession prior to the Recipient's receipt of the same from said Discloser hereunder; or\n(c) was rightfully received by the Recipient from a third person who did not acquire the same directly or indirectly from said Discloser, and who did not require or no longer requires the Recipient to hold the same in confidence; or\n(d) is independently developed by or for the Recipient by someone who had no access to the proprietary information received from said Discloser hereunder;\nit being understood that specific information received hereunder shall not be deemed to be within any of the above exceptions merely because the same is embraced by more general information within one of said exceptions, nor shall any combination of features be considered within any of said exceptions merely because the individual features, separately considered, are within said exceptions.\n2. With respect to all Discloser's Proprietary Information which is initially disclosed in writing marked \"[DISCLOSER'S NAME] PROPRIETARY\" or which, if initially orally disclosed and identified as proprietary, is confirmed to Recipient in such a writing within ten [10]] business days after its initial disclosure hereunder, Recipient agrees that (a) Recipient will use reasonable efforts (which shall be not less than the same degree of care as Recipient uses with respect to its own Proprietary Information) to prevent the disclosure of the same to third persons, and (b) Recipient will use the same exclusively for the Purpose, unless and until Discloser authorizes any other disclosure or use in writing. Further, Recipient will only disclose Proprietary Information within its company to those of its employees who have a need to know the sane for the Purpose, and who have agreed to be bound by the use and disclosure restrictions contained herein.\n3. Each Recipient's obligations under this Agreement with respect to a particular increment of the Discloser's Proprietary Information shall continue for a period which is either (a) _____ [__] years after Recipient's initial receipt of said increment hereunder, or (b) _____ [__] years after the completion or other termination of the Project, whichever of (a) or (b) is longer.\n4. Nothing in this Agreement shall be construed to prohibit or restrict Recipient's use or disclosure of information received from a third party who Recipient reasonably believes did not receive such information (directly or indirectly) from Discloser.\n5. This Agreement shall be governed by and interpreted in accordance with the laws of New York, not including any conflicts of law rules which may direct the application of the laws of any other jurisdiction.\nIN WITNESS WHEREOF, each of GM and the Other Participant have caused this Agreement to be executed by its duly authorized representative.\nGENERAL MOTORS CORPORATION [OTHER PARTICIPANT]\nBy: /s/ THOMAS G. STEPHENS By:\n---------------------------- ----------------------------\nName: Thomas G. Stephens Name:\n---------------------------- ----------------------------\nTitle: Vice President Title:\n---------------------------- ----------------------------\nDate: 11/29/95 Date:\n---------------------------- ----------------------------\n-32-\n", "spans": [ [ 0, 11 ], [ 11, 32 ], [ 33, 57 ], [ 58, 186 ], [ 186, 287 ], [ 287, 332 ], [ 333, 342 ], [ 343, 707 ], [ 708, 1127 ], [ 1128, 1213 ], [ 1213, 1384 ], [ 1384, 1437 ], [ 1438, 1611 ], [ 1612, 1670 ], [ 1671, 1953 ], [ 1954, 2176 ], [ 2177, 2324 ], [ 2325, 2557 ], [ 2558, 2712 ], [ 2713, 3106 ], [ 3107, 3454 ], [ 3454, 3677 ], [ 3677, 3816 ], [ 3816, 4061 ], [ 4062, 4241 ], [ 4241, 4328 ], [ 4328, 4420 ], [ 4420, 4427 ], [ 4427, 4441 ], [ 4442, 4694 ], [ 4695, 4903 ], [ 4904, 5041 ], [ 5042, 5088 ], [ 5089, 5116 ], [ 5116, 5119 ], [ 5120, 5149 ], [ 5149, 5177 ], [ 5178, 5208 ], [ 5209, 5238 ], [ 5238, 5266 ], [ 5267, 5295 ], [ 5296, 5325 ], [ 5325, 5353 ], [ 5354, 5369 ], [ 5369, 5374 ], [ 5375, 5404 ], [ 5404, 5432 ], [ 5433, 5437 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 14 ] }, "nda-1": { "choice": "Entailment", "spans": [ 20, 21, 22 ] }, "nda-19": { "choice": "Entailment", "spans": [ 24, 25, 26, 27, 28 ] }, "nda-12": { "choice": "Entailment", "spans": [ 14, 18 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 20, 21, 22 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 20, 21, 23 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 14, 17, 29 ] }, "nda-5": { "choice": "Entailment", "spans": [ 23 ] }, "nda-4": { "choice": "Entailment", "spans": [ 20, 22 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000087814/000093066196001456/0000930661-96-001456.txt" }, { "id": 397, "file_name": "87888_0000912057-97-029111_document_6.txt", "text": "NON-COMPETITION AGREEMENT\nTHIS NON-COMPETITION AGREEMENT (\"Agreement\") is made and entered into as of the 11th day of AUGUST, 1997, by and among TELECO ACQUISITION CORP., an Ohio corporation (the \"Company\"), JON SATTERTHWAITE (\"Shareholder\"), and TELECOMM INDUSTRIES CORP., A DELAWARE CORPORATION (\"Parent\" and/or \"Telecomm\")\nRECITALS:\nA. The Company is acquiring the assets of Unitel, Inc., a telecommunications businesses (the \"Asset Purchase Agreement\") of which Shareholder is an owner and executive officer, pursuant to the terms of an Assets Purchase Agreement.\nB. The Company is concurrently engaging Shareholder as an executive officer pursuant to the terms of an Employment Agreement.\nC. Company is a wholly owned subsidiary of Parent and Parent has guaranteed Shareholder's Employment Agreement.\nD. To induce the Company to consummate the Asset Purchase Agreement and employ Shareholder as an executive officer, and to further induce the Parent to guarantee the Employment Agreement of Shareholder, Shareholder agrees to the terms, conditions and restrictions of this Agreement.\nNOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt, adequacy and sufficiency of which is acknowledged, the Company and Shareholder agree as follows:\nSECTION 1. - COVENANT NOT TO COMPETE\na) DEFINITIONS. The following terms will have the meanings set forth below:\ni) \"Company's Affiliates\" means Telecomm and any subsidiary or commonly owned corporation, partnership, limited liability company, joint venture, or other entity of Telecomm.\nii) \"Compete\" means to manage, operate, control, or participate in, or have any ownership interest in, or make loans to, or guaranty loans for, or act as surety for, or aid or advise as an employee, officer, director, consultant, agent or otherwise, whether directly or indirectly, any business (whether an individual, sole proprietorship, partnership, corporation, firm, joint venture, trust, or other entity) which is engaged in any business in which the Company or the Company's Affiliates is engaged.\niii) \"Restricted Area\" means any state, territory, province or other jurisdiction of the United States of America or Canada in which the Company or the Company's Affiliates engage in or solicit business, or plan to engage in or solicit business (as evidenced by business records existing at the time of termination if known to Shareholder), at any time during Shareholder's employment with the Company or any of the Company's Affiliates. The Restricted Area is deemed to include, at a minimum, the States of Illinois, Indiana, Michigan, Ohio, Kentucky and Wisconsin.\niv) \"Restricted Period\" means during the Shareholder's employment with the Company or any of the Company's Affiliates and continuing for a period of three (3) years following the date of termination, but in all events for a period of not less than five (5) years following the date of this Agreement.\nv) \"Shareholder's Affiliates\" means, collectively and individually: Any trust, corporation, partnership, limited liability company, joint venture, or other entity for the benefit of, controlled by, or under common control with, directly or indirectly, Shareholder.\nb) IN GENERAL. As a consequence of Shareholder's prior ownership and operation of Unitel, Inc. and employment with the Company or any of the Company's Affiliates, Shareholder has and will receive and deal with confidential information and business methods which are the exclusive property of the Company and the Company's Affiliates, including, but not limited to, its financial data, market data, business practices, pricing techniques, market development techniques, acquisition and development plans, and relationships with customers and suppliers. Shareholder further acknowledges that the confidential information acquired from the Merged Companies or the Company or the Company's Affiliates are of such a value and nature as to make it reasonable and necessary for the protection of the Company and the Company's Affiliates that Shareholder not Compete with the Company or the Company's Affiliates within the area and for a period of time hereinafter set forth, and that the Company and the Company's Affiliates will be irreparably injured, and the value of their capital stock and goodwill irreparably damaged, if Shareholder were to use or disclose any of the confidential information concerning the Company or the Company's Affiliates which Shareholder has acquired or will acquire, or if Shareholder were to Compete with the Company or any of the Company's Affiliates.\nAccordingly, except as hereinafter set forth, Shareholder represents, warrants, covenants and agrees that during the Restricted Period, neither Shareholder nor Shareholder's Affiliates will Compete with the Company or any of the Company's Affiliates in the Restricted Area.\nWithout limiting the generality of the foregoing restrictive covenant, Shareholder further represents, warrants, covenants and agrees that neither Shareholder nor any of Shareholder's Affiliates will, during the Restricted Period: (i) promote the business of any person or entity engaged in a business which Competes with the Company or any of the Company's Affiliates; (ii) solicit, divert or take away or attempt to solicit, divert or take away any of the Company's or any of the Company's Affiliate's customers, distributors, suppliers or patronage; (iii) attempt to seek or cause any of the Company's or any of the Company's Affiliates clients or customers to refrain from patronizing the Company or any of the Company's Affiliates; or (iv) employ or engage or attempt to employ or engage in any capacity any person employed or contracted by the Company or any of the Company's Affiliates at the date of termination of Shareholder's employment with the Company and any of the Company's Affiliates.\nc) REASONABLENESS OF RESTRICTIONS. Shareholder acknowledges that: (i) Shareholder's experience and capabilities are such that the provisions of this Section 1 will not prevent Shareholder from earning a livelihood; (ii) the services to be rendered by Shareholder to the Company and the Company's Affiliates are of a special nature and it would be very difficult or impossible to replace those services; (iii) the terms and conditions contained in this Section 1 and Section 2 are reasonable and necessary for the protection of the Company and the Company's Affiliates; and (iv) the Company and the Company's Affiliates cannot be adequately compensated with monetary damages for any violation by Shareholder of any of the provisions of this Section 1 and/or Section 2.\nAccordingly, Shareholder agrees and consents that if Shareholder violates any of the provisions contained in this Section 1 or Section 2, the Company and the Company's Affiliates will be entitled to seek injunctive from any court of competent jurisdiction, without bond, restraining Shareholder from committing or continuing any violation of this Section 1 or Section 2. The Company and the Company's Affiliates will also be entitled to any other remedies they may have at law, in equity, under this Agreement, or otherwise.\nd) SUSPENSION OF RESTRICTED PERIOD. In the event Shareholder breaches any obligations, representations, warranties or covenants as set forth herein, the Restricted Period will be tolled from the date of the breach until such time as the violation(s) ceases, and the Restricted Period extended for a period equal to the period of breach.\ne) SEVERABILITY. Shareholder agrees that each of the covenants set forth in this Section 1 and in Section 2 is a separate and distinct covenant, independent of others and any other provision of this Agreement, and that the illegality or invalidity of any one, or more of the covenants or any part of one or more of them, will not render the others illegal or invalid. If the invalidity or unenforceability is due to the unreasonableness of the time or geographical area covered by said covenants, then said covenants will nevertheless be enforced to the maximum extent permitted by law and effective for such period of time and for such area as may be determined to be reasonable by a court of competent jurisdiction, and the parties hereby consent and agree that such scope may be judicially modified in any proceeding brought to enforce such covenants.\nf) INDEPENDENT SIGNIFICANCE. The covenants set forth in this Section 1 and the covenants of confidentiality contained in Section 2 below are of the essence of this Agreement and will be construed as independent of any other of the provisions of this Agreement, the Merger Agreement and the Employment Agreement, and the existence of any claim or cause of action of Shareholder against the Company or the Company's Affiliates, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Company or any of the Company's Affiliates of any of said covenants.\nSECTION 2. - CONFIDENTIAL INFORMATION\na) NON-DISCLOSURE - IN GENERAL. From the date hereof, Shareholder will maintain in strict confidence and will not, directly or indirectly, or through Shareholder's Affiliates, divulge, transmit, publish, release, or otherwise use of cause to be used in any manner contrary to the interests of the Company or any of the Company's Affiliates, any confidential information relating to the Company's or any of the Company's Affiliates' systems, operations, products, services, business methods, management practices, contracts, computer programs and data bases, records, development data and reports, quality control specifications, cost analyses, flow charts, know-how, consumer lists, supplier lists, prospects, market development programs, acquisition programs, personnel data, or any information relating to customers, suppliers, products, sales, acquisitions, acquisition plans, financial structure, or pricing, and other information of like nature. Shareholder acknowledges that all information regarding the Company or the Company's Affiliates compiled or obtained by, or furnished to Shareholder regarding the Company, the Company's Affiliates or their respective businesses is confidential information and the Company's and the Company's Affiliates' exclusive property. Upon demand by the Company, and in any event upon termination of Shareholder's services, Shareholder will deliver to the Company all original and facsimile records, documents and data in Shareholder's possession or under Shareholder's control, or in Shareholder's Affiliates' possession or under Shareholder's Affiliates' control, pertaining to the Company or any of the Company's Affiliates.\nb) EXCEPTIONS. Notwithstanding the foregoing, this provision does not apply to the extent, and only to the extent, that such information is clearly obtainable in the public domain through no fault of Shareholder or Shareholder's Affiliates.\nSECTION 3. - NON-WAIVER\nThe failure of either party at any time or from time to time to require performance of any of the other party's obligations under this Agreement will in no matter affect such party's rights to enforce any provision of this Agreement at a subsequent time, and the waiver by either party of any right arising out of any breach will not be construed as a waiver of any right arising out of any subsequent breach.\nSECTION 4. - NOTICES\nAll notices and other communications hereunder will be in writing and will be either personally delivered or mailed by certified mail, return receipt requested, addressed as follows:\nTo Employee: Jon Satterthwaite\n744 N. Arlington Avenue\nIndianapolis, Indiana 46219\nWith a copy to: Mr. Robert W. Zentz, Esq.\nFrank & Kraft\n1st Indiana Plaza\nIndianapolis, Indiana 46204\nTo the Company: Teleco Acquisition Corp.\n9310 Progress Parkway\nMentor, Ohio 44060\nWith a copy to: Melvyn E. Resnick, Esquire\nDworken & Bernstein Co., L.P.A.\n153 East Erie Street, Suite 304\nPainesville, Ohio 44077\nEither party may designate a different address pursuant to all written notices to each other party complying as to delivery with the terms of this Section. All such notices and other communications will be effective when deposited in the mail or upon personal delivery, addressed as aforesaid.\nSECTION 5. - MISCELLANEOUS\na) AMENDMENTS. This Agreement may be amended from time to time as the parties desire, so long as such amendments are in writing and executed by the parties hereto.\nb) ASSIGNMENT. This Agreement is personal services to Shareholder and may not be assigned or transferred by Shareholder to, or the obligations of Shareholder fulfilled by, any other person or entity. Similarly, this Agreement and the rights and obligations thereunder may not be assigned by the Company to any other person or entity, except to any and all successors in interest to the Company or the Company's Affiliates (whether by way of sale, exchange, disposition, merger, consolidation, reorganization or otherwise).\nc) ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties hereto regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, respecting the within subject matter.\nd) GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of Ohio. Non-exclusive venue and jurisdiction for any action arising hereunder will be in the Courts of Common Pleas of Cuyahoga County, Ohio or in federal courts situated in the Northern District of Ohio (Eastern Division), in addition to any other courts having venue and jurisdiction. Each party irrevocably consents to the personal and subject matter jurisdiction of said courts.\ne) BINDING EFFECT. This Agreement will be binding upon and inure to the benefit of the Company, its successors and assigns, and Seller, and Seller's heirs, representatives and permitted assigns. The terms of this Agreement, as they relate to the Company's Affiliates, will also inure to the benefit of the Company's Affiliates, their successors and assigns.\nf) RECITALS. The recitals hereto are an integral part of this Agreement and are incorporated herein by reference.\ng) COSTS AND EXPENSES. Each party will bear such party's own costs and expenses in connection with the negotiation and preparation of this Agreement.\nIN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.\n\"SHAREHOLDER\"\n/s/ Jon Satterthwaite\n----------------------------------------\nJon Satterthwaite\n\"COMPANY\"\nTELECO ACQUISITION CORP.\nAN OHIO CORPORATION\nBy: /s/ James Lowrey\n-------------------------------------\nJames Lowrey, Chairman\n\"PARENT\"/ \"TELECOMM\"\nTELECOMM INDUSTRIES CORP.\nBy: /s/ James Lowrey\n-------------------------------------\nJames Lowrey, Chairman\n", "spans": [ [ 0, 25 ], [ 26, 325 ], [ 326, 335 ], [ 336, 567 ], [ 568, 693 ], [ 694, 805 ], [ 806, 1088 ], [ 1089, 1314 ], [ 1315, 1323 ], [ 1323, 1351 ], [ 1352, 1368 ], [ 1368, 1427 ], [ 1428, 1602 ], [ 1603, 2107 ], [ 2108, 2546 ], [ 2546, 2674 ], [ 2675, 2975 ], [ 2976, 3044 ], [ 3044, 3240 ], [ 3241, 3256 ], [ 3256, 3793 ], [ 3793, 4619 ], [ 4620, 4893 ], [ 4894, 5125 ], [ 5125, 5264 ], [ 5264, 5447 ], [ 5447, 5634 ], [ 5634, 5895 ], [ 5896, 5931 ], [ 5931, 5962 ], [ 5962, 6111 ], [ 6111, 6299 ], [ 6299, 6469 ], [ 6469, 6663 ], [ 6664, 7035 ], [ 7035, 7188 ], [ 7189, 7225 ], [ 7225, 7525 ], [ 7526, 7543 ], [ 7543, 7894 ], [ 7894, 8380 ], [ 8381, 8410 ], [ 8410, 8982 ], [ 8983, 8991 ], [ 8991, 9020 ], [ 9021, 9053 ], [ 9053, 9972 ], [ 9972, 10296 ], [ 10296, 10688 ], [ 10689, 10704 ], [ 10704, 10929 ], [ 10930, 10938 ], [ 10938, 10953 ], [ 10954, 11363 ], [ 11364, 11372 ], [ 11372, 11384 ], [ 11385, 11567 ], [ 11568, 11598 ], [ 11599, 11622 ], [ 11623, 11650 ], [ 11651, 11692 ], [ 11693, 11706 ], [ 11707, 11724 ], [ 11725, 11752 ], [ 11753, 11793 ], [ 11794, 11799 ], [ 11799, 11815 ], [ 11816, 11834 ], [ 11835, 11877 ], [ 11878, 11909 ], [ 11910, 11941 ], [ 11942, 11965 ], [ 11966, 12122 ], [ 12122, 12259 ], [ 12260, 12268 ], [ 12268, 12286 ], [ 12287, 12302 ], [ 12302, 12450 ], [ 12451, 12466 ], [ 12466, 12651 ], [ 12651, 12973 ], [ 12974, 12995 ], [ 12995, 13269 ], [ 13270, 13288 ], [ 13288, 13389 ], [ 13389, 13668 ], [ 13668, 13763 ], [ 13764, 13783 ], [ 13783, 13959 ], [ 13959, 14121 ], [ 14122, 14135 ], [ 14135, 14235 ], [ 14236, 14259 ], [ 14259, 14385 ], [ 14386, 14479 ], [ 14480, 14493 ], [ 14494, 14515 ], [ 14516, 14556 ], [ 14557, 14574 ], [ 14575, 14584 ], [ 14585, 14609 ], [ 14610, 14629 ], [ 14630, 14650 ], [ 14651, 14688 ], [ 14689, 14711 ], [ 14712, 14732 ], [ 14733, 14758 ], [ 14759, 14779 ], [ 14780, 14817 ], [ 14818, 14840 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 48 ] }, "nda-15": { "choice": "Entailment", "spans": [ 47 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 20, 46 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 23, 25, 27 ] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 46 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000087888/000091205797029111/0000912057-97-029111.txt" }, { "id": 399, "file_name": "96238_0000950103-97-000583_document_4.txt", "text": "August 7, 1997\nMs. Donna M. Hitscherich\nVice President\nJ.P. Morgan Securities Inc.\n60 Wall Street\nNew York, New York 10260\nDear Ms. Hitscherich:\nCarpenter Technology Corporation (\"we\", \"our\" or \"us\") has requested information regarding Talley Industries, Inc. (the \"Company\", \"your\" or \"you\") in connection with our consideration of the possible acquisition of the Company (a \"Possible Transaction\"). In consideration of your furnishing us with the Evaluation Materials (as defined below) we agree as follows:\nConfidentiality of Evaluation Materials\nWe will treat confidentially any information (whether written or oral) that either the Company or its financial advisor, J.P. Morgan & Co. Incorporated (\"JPM\"), or the Company's other representatives furnish to us in connection with a Possible Transaction involving the Company, together with analyses, compilations, studies or other documents prepared by us, or by our representatives (as defined below) which contain or otherwise reflect such information or our review of, or interest in, the Company (collectively, the \"Evaluation Materials\"). We recognize and acknowledge the competitive value of the Evaluation Materials and the damage that could result to the Company if the Evaluation Materials were used or disclosed except as authorized by this Agreement.\nThe term \"Evaluation Materials\" includes information furnished to us orally or in writing (whatever the form or storage medium) or gathered by inspection, and regardless of whether such information is specifically identified as \"confidential\". The term \"Evaluation Materials\" does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by us or our representatives, (ii) was or becomes available to us on a non-confidential basis from a source other than the Company or its representatives, provided that such source is not prohibited from disclosing such information to us by a contractual, legal or fiduciary obligation to the Company or its representatives, or (iii) is independently developed by us.\nUse of Evaluation Materials\nWe will not use any of the Evaluation Materials for any purpose other than the exclusive purpose of evaluating a Possible Transaction. We and our representatives will keep the Evaluation Materials completely confidential; provided, however, that (i) any of such information may be disclosed to those of our directors, officers, employees, agents, representatives (including attorneys, accountants and financial advisors), lenders and other sources of financing (collectively, \"our representatives\") who we reasonably determine need to know such information for the purpose of evaluating a Possible Transaction between us and the Company (it being understood that our representatives shall be informed by us of the confidential nature of such information and shall be directed by us, and shall each agree to treat such information confidentially) and (ii) any other disclosure of such information may only be made if the Company consents in writing prior to any such disclosure. Without limiting the generality of the foregoing, in the event that a Possible Transaction is not consummated neither we nor our representatives shall use any of the Evaluation Materials for any purpose. We will be responsible for any breach of this Agreement by our representatives. In the event that we or any of our representatives receive a request or are required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Evaluation Materials, we or our representatives, as the case may be, agree to (i) immediately notify the Company of the existence, terms and circumstances surrounding such a request, (ii) consult with the Company on the advisability of taking legally available steps to resist or narrow such request and (iii) assist the Company in seeking a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained or that the Company waives compliance with the provisions hereof, (i) we or our representatives, as the case may be, may disclose to any tribunal only that portion of the Evaluation Materials which we are advised by counsel is legally required to be disclosed, and shall exercise our best efforts to obtain assurance that confidential treatment will be accorded such Evaluation Materials and (ii) we shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by us or our representatives not permitted by this Agreement. Non-Disclosure\nThe disclosure of our possible interest in purchasing the Company could have a material adverse effect on the Company's business if for any reason an agreement of purchase and sale is not consummated. Accordingly, unless required by applicable law, we agree that prior to the execution of a Sale Agreement with respect to the closing of a Possible Transaction, without the prior written consent of the Company, we will not, and we will direct our representatives not to, disclose to any person either the fact that discussions or negotiations are taking place concerning a possible transaction between us and the Company or any of the terms, conditions or other facts with respect to any such Possible Transaction, including the status thereof unless we are advised by counsel that we are required to make such disclosure. The term \"person\" as used in this letter shall be broadly interpreted to include, without limitation, any corporation, the Company, governmental agency or body, stock exchange, partnership, association or individual.\nReturn of Documents\nUpon the Company's request, we shall promptly deliver to the Company or destroy all written Evaluation Materials and any other written materials without retaining, in whole or in part, any copies, extracts or other reproductions (whatever the form or storage medium) of such materials.\nNo Unauthorized Contact\nDuring the course of our evaluation, all inquiries and other communications are to be made directly to JPM or employees or representatives of the Company specified by JPM. Accordingly, we agree not to directly or indirectly contact or communicate with any executive or other employee of the Company concerning a Possible Transaction, or to seek any information in connection therewith from such person, without the express consent of JPM, with the exception of direct communication between our chairman and the Company's chairman. We also agree not to discuss with or offer to any third party an equity participation in a Possible Transaction or any other form of joint acquisition by us and such third party without JPM's prior written consent provided that the foregoing undertaking shall not prevent us from soliciting, on a confidential basis, indications of intent from selected third parties for the purchase of portions of the Company.\nFor a period of two years following the date hereof, you will not, directly or indirectly, solicit for employment or hire any officer, director, or employee of the Company or any of its subsidiaries or divisions with whom you have had contact or who became known to you in connection with your consideration of the Possible Transaction, except that you shall not be precluded from hiring any such employee who (i) initiates discussions regarding such employment without any direct or indirect solicitation by you, (ii) responds to any public advertisement placed by you, or (iii) has been terminated by the Company or its subsidiaries prior to commencement of employment discussions between you and such officer, director, or employee.\nStandstill\nWe agree that until two years from the date of this Agreement, we will not without the prior approval of the Board of Directors of the Company (i) acquire or make any proposal to acquire any securities or property of the Company, (ii) propose to enter into any merger or business combination involving the Company or purchase a material portion of the assets of the Company, (iii) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of the Company, (iv) form, join or participate in a \"group\" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any voting securities of the Company, (v) otherwise act or seek to control or influence the management, Board of Directors or policies of the Company, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing or (vii) take any action which might require the Company to make a public announcement regarding the possibility of a business combination or merger.\nNo Representation or Warranty\nAlthough the Company and JPM have endeavored to include in the Evaluation Materials information known to them which they believe to be relevant for the purpose of our investigation, we acknowledge and agree that none of the Company, JPM or any of the Company's other representatives or agents is making any representation or warranty, expressed or implied hereunder, as to the accuracy or completeness of the Evaluation Materials, and none of the Company, JPM or any of the Company's other representatives or agents, nor any of their respective officers, directors, employees, representatives, stockholders, owners, affiliates, advisors or agents, will have any liability to us or any other person hereunder resulting from the use of Evaluation Materials by us or any of our representatives. Only those representations or warranties that are made to a purchaser in a definitive sale agreement for the Company (\"Sale Agreement\") when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such Sale Agreement, will have any legal effect.\nWe also acknowledge and agree that no contract or agreement providing for the sale of the Company shall be deemed to exist between us and the Company unless and until a Sale Agreement has been executed and delivered by us and each of the other parties thereto, and we hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with the sale of the Company unless and until a Sale Agreement has been executed and delivered by us and each of the other parties thereto. We also agree that unless and until a Sale Agreement between the Company and us with respect to the acquisition of the Company has been executed and delivered by us and each of the other parties thereto, there shall not be any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this agreement or any other written or oral expression with respect to such transaction except, in the case of this Agreement for the matters specifically agreed to herein. For purposes of this Agreement, the term \"Sale Agreement\" does not include an executed letter of intent or any other preliminary written agreement, nor does it include any oral acceptance of an offer or bid by us.\nNo Solicitation\nDuring the period from acceptance of this agreement until the earlier of (a): the execution of a definitive agreement or (b) the date that is 45 days after the date of such acceptance, the Company and the officers, directors, employees and other representatives of the Company including JPM shall not directly or indirectly, solicit, initiate, or encourage any offers or proposals for the acquisition of the Company, or of any of the capital stock or all, or substantially all, of the assets of the Company, from third parties (an \"Acquisition Proposal\"). The Company may, however, participate in discussions or negotiations with, and provide confidential information to, a third party, if the Chairman of the Board of the Company determines in good faith, after receiving advice from the Company's financial advisor, that such third party has submitted a bona fide proposal or indication of interest that is, or could reasonably be expected to lead to, an Acquisition Proposal that is financially superior to the non-binding indication of interest contained in the letter of August 7, 1997 from Robert W. Cardy to Paul L. Foster; provided, however, that the Company agrees to inform us of the receipt of any such proposal.\nLegal Remedy\nWe understand and agree that money damages would not be a sufficient remedy for any breach of this Agreement by us or our representatives and that the Company will be entitled to specific performance and injunctive relief as remedies for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by us or our representatives but shall be in addition to all other remedies available at law or equity.\nOther\nThis Agreement constitutes the entire agreement between the parties hereto regarding the subject matter hereof. This Agreement may be changed only by a written agreement signed by the parties hereto or their authorized representatives.\nThis Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof.\nIf you are in agreement with the foregoing, please sign and return one copy of this letter, it being understood that all counterpart copies will constitute but one agreement with respect to the subject matter of this letter.\nVery truly yours,\nCARPENTER TECHNOLOGY CORPORATION\nBy: /s/ G. Walton Cottrell\nName: G. Walton Cottrell\nTitle: Senior Vice President - Finance and Chief Financial Officer\nBy: /s/ John R. Welty\nName: John R. Welty\nTitle: Vice President, General Counsel and Secretary\nAgreed and accepted this 11th of August, 1997\nJ.P. MORGAN SECURITIES INC., solely as Company's representative\nBy: /s/ Donna M. Hitscherich\nName: Donna M. Hitscherich\nTitle: Vice President\n", "spans": [ [ 0, 14 ], [ 15, 39 ], [ 40, 54 ], [ 55, 82 ], [ 83, 97 ], [ 98, 122 ], [ 123, 144 ], [ 145, 401 ], [ 401, 509 ], [ 510, 549 ], [ 550, 1097 ], [ 1097, 1314 ], [ 1315, 1559 ], [ 1559, 1626 ], [ 1626, 1747 ], [ 1747, 2045 ], [ 2045, 2084 ], [ 2085, 2112 ], [ 2113, 2248 ], [ 2248, 2359 ], [ 2359, 2963 ], [ 2963, 3091 ], [ 3091, 3295 ], [ 3295, 3375 ], [ 3375, 3684 ], [ 3684, 3789 ], [ 3789, 3910 ], [ 3910, 3994 ], [ 3994, 4132 ], [ 4132, 4458 ], [ 4458, 4660 ], [ 4660, 4674 ], [ 4675, 4876 ], [ 4876, 5498 ], [ 5498, 5714 ], [ 5715, 5734 ], [ 5735, 6020 ], [ 6021, 6044 ], [ 6045, 6217 ], [ 6217, 6576 ], [ 6576, 6987 ], [ 6988, 7398 ], [ 7398, 7502 ], [ 7502, 7562 ], [ 7562, 7723 ], [ 7724, 7734 ], [ 7735, 7878 ], [ 7878, 7965 ], [ 7965, 8110 ], [ 8110, 8279 ], [ 8279, 8397 ], [ 8397, 8457 ], [ 8457, 8570 ], [ 8570, 8654 ], [ 8654, 8800 ], [ 8801, 8830 ], [ 8831, 9623 ], [ 9623, 9912 ], [ 9913, 10424 ], [ 10424, 10914 ], [ 10914, 11127 ], [ 11128, 11143 ], [ 11144, 11217 ], [ 11217, 11265 ], [ 11265, 11700 ], [ 11700, 12367 ], [ 12368, 12380 ], [ 12381, 12636 ], [ 12636, 12833 ], [ 12834, 12839 ], [ 12840, 12952 ], [ 12952, 13075 ], [ 13076, 13235 ], [ 13236, 13460 ], [ 13461, 13478 ], [ 13479, 13511 ], [ 13512, 13538 ], [ 13539, 13545 ], [ 13545, 13563 ], [ 13564, 13630 ], [ 13631, 13652 ], [ 13653, 13672 ], [ 13673, 13725 ], [ 13726, 13771 ], [ 13772, 13835 ], [ 13836, 13864 ], [ 13865, 13891 ], [ 13892, 13913 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 33 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Contradiction", "spans": [ 12 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 13, 16 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 36 ] }, "nda-3": { "choice": "Entailment", "spans": [ 12 ] }, "nda-18": { "choice": "Entailment", "spans": [ 41, 62, 63, 64 ] }, "nda-7": { "choice": "Entailment", "spans": [ 19, 20, 65 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 24, 25 ] }, "nda-13": { "choice": "Entailment", "spans": [ 13, 15, 16 ] }, "nda-5": { "choice": "Entailment", "spans": [ 19, 20, 39 ] }, "nda-4": { "choice": "Entailment", "spans": [ 18, 22 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000096238/000095010397000583/0000950103-97-000583.txt" }, { "id": 402, "file_name": "1006459_0000912057-97-027623_document_19.txt", "text": "Agreement No.________\nNon-Disclosure Agreement\nThis Agreement is made between CELERITY SYSTEMS, INC., (\"CELERITY\") and UNISYS Corporation - Federal Systems Division. (\"UNISYS\") and concerns the handling, safeguarding and exchange of sensitive, proprietary or confidential information (collectively \"Proprietary Information\"). It is agreed and understood that any exchange of such Proprietary Information is expressly for the sole purpose of CELERITY and UNISYS evaluating a possible business arrangement involving an existing UNISYS contract with a federal government agency.\n1. For the purposes hereof, Proprietary Information shall be any documents, materials or information that (i) is in tangible form and clearly marked as being proprietary, confidential or sensitive and (ii) is received by one party to this Agreement (\"Recipient\") from the other party to this Agreement (\"Transmitter\").\n2. The Recipient agrees to safeguard, protect and handle all Proprietary Information made available under this Agreement with the same degree of care and procedures as Recipient applies to its own confidential or proprietary information. Without the written consent of the Transmitter, the Recipient of Proprietary Information agrees (i) not to disclose, disseminate, reproduce or otherwise distribute such information and materials to any third party, except a governmental judicial authority's issued order and (ii) not to use such information for any other purposes beyond that expressly set forth in this Agreement.\n3. All Proprietary Information disclosed under this Agreement shall remain the property of the Transmitter. It is agreed that the Recipient does not obtain any title or license rights to the Proprietary Information furnished under this Agreement.\n4. All Proprietary Information exchanged under this Agreement shall be returned or destroyed in accordance with written instructions upon the earlier of a written request from the Transmitter or termination of this Agreement. Either party may terminate this Agreement, at any time, by providing written notice to the receiving party. Termination of this Agreement shall not be construed as relieving the Recipient of its obligations to safeguard, protect and dispose of the Proprietary Information as set forth in this Agreement.\n5. The Recipient's obligations to protect, safeguard and handle Proprietary Information received hereunder shall not be binding if such Proprietary Information (i) is in the public domain through no fault of the Recipient, (ii) is known to the Recipient prior to disclosure hereunder, (iii) is lawfully disclosed to Recipient by a third party. The Recipient's obligations shall survive until the Proprietary Information has been returned, destroyed in accordance with written instructions or covered by a subsequent agreement between CELERITY and UNISYS for the contemplated services.\nThis represents the entire agreement of the parties relative to the subject matter and shall be governed and construed under the laws of the Commonwealth of Virginia.\nAccepted by:\nUNISYS Corporation CELERITY SYSTEMS, INC.\nBy: /s/ Dennis A. Chaloux By: /s/ William R. Chambers\nName: Dennis A. Chaloux Name: William R. Chambers\nTitle: Sr. Subcontract Administrator Title: Vice President\nDate: 6/30/97 Date: 6/26/97\n", "spans": [ [ 0, 21 ], [ 22, 37 ], [ 37, 46 ], [ 47, 326 ], [ 326, 575 ], [ 576, 682 ], [ 682, 777 ], [ 777, 894 ], [ 895, 1133 ], [ 1133, 1229 ], [ 1229, 1408 ], [ 1408, 1514 ], [ 1515, 1623 ], [ 1623, 1761 ], [ 1762, 1988 ], [ 1988, 2096 ], [ 2096, 2291 ], [ 2292, 2452 ], [ 2452, 2515 ], [ 2515, 2577 ], [ 2577, 2636 ], [ 2636, 2876 ], [ 2877, 3043 ], [ 3044, 3056 ], [ 3057, 3076 ], [ 3076, 3098 ], [ 3099, 3152 ], [ 3153, 3202 ], [ 3203, 3247 ], [ 3247, 3261 ], [ 3262, 3276 ], [ 3276, 3282 ], [ 3282, 3289 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 14 ] }, "nda-15": { "choice": "Entailment", "spans": [ 12, 13 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 5, 6 ] }, "nda-19": { "choice": "Entailment", "spans": [ 16, 21 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Contradiction", "spans": [ 5, 6 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 9, 10 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 9, 10 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 17, 20 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 4, 9, 11 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001006459/000091205797027623/0000912057-97-027623.txt" }, { "id": 403, "file_name": "770461_0001144204-06-041516_v054278_ex10-7.txt", "text": "NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT\nTHIS NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT (\"Agreement\"), dated as of October 3, 2006 (the \"Effective Date\"), by and between THE LAMCO GROUP, INC. (\"Lamco\") and Nicholas J. Lamoriello (\"Lamoriello\" and collectively with Lamco, the \"Seller\") and National Investment Managers Inc., a Florida corporation (\"NIM\").\nRECITALS\nA. Pursuant to that certain Stock Purchase Agreement, dated as of October 3, 2006, by and among NIM and Seller, Lamoriello & Co., Inc., a corporation organized under the laws of Rhode Island (\"LCI\"), Circle Pension, Inc., a corporation organized under the laws of New York (\"CPI\"), and Southeast Pension Services, Inc., a corporation organized under the laws of Florida (\"SPSI,\" and together with LCI and CPI, the \"Companies\") (the \"Purchase Agreement\"), the Companies are being acquired by NIM. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.\nB. Lamco has been a principal shareholder and Lamoriello has been an officer, director and employee of Companies for many years and have developed and received special, unique and extraordinary knowledge, information and goodwill in connection therewith.\nC. It is a condition precedent to the consummation of the transactions contemplated by the Purchase Agreement, and an inducement to NIM to enter into the Purchase Agreement and effect the purchase of the Companies and their respective businesses thereunder and the goodwill represented thereby, that the parties hereto execute and deliver this Agreement.\nNOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:\n1 Non-Competition; Non-Solicitation. Commencing on the date hereof and ending on the last day of the Restricted Period (as defined below), Seller covenants and agrees that Seller will not, without NIM's prior written consent, directly or indirectly, either on behalf of himself or on behalf of any business venture, as an employee, consultant, partner, principal, stockholder, officer, director, trustee, agent, or otherwise (other than on behalf of NIM or its Affiliates):\n(A) Engage in the business of providing record-keeping and administrative services for retirement plans and sales of insurance products to clients of third party administrators (the \"Restricted Business\") anywhere in the Territory (as defined below), or be employed by, engage or participate in the ownership, management, operation or control of, or act in any advisory, expert, consulting or other capacity for, any entity or individual engaged in the Restricted Business anywhere in the geographical area within the United States (the \"Territory\");\n(B) solicit or divert any Restricted Business or any customer receiving Restricted Business services from NIM or its Affiliates or assist any person, firm, corporation or other entity in doing so or attempting to do so;\n(C) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with NIM or its Affiliates with respect to Restricted Business or assist any person, firm, corporation or other entity in doing so; or\n(D) hire, solicit or divert from NIM or its Affiliates any of their respective employees, consultants or agents who have, at any time during the immediately preceding one (1) year period from the date hereof or during the Restricted Period, been engaged by NIM or its Affiliates, nor assist any person, firm, corporation or other entity in doing so.\nAs used in this Agreement, the term \"Affiliates\" shall mean any entity controlling, controlled by or under the common control of NIM. For the purpose of this Agreement, \"control\" shall mean the direct or indirect ownership of fifty (50%) percent or more of the outstanding shares or other voting rights of an entity or possession, directly or indirectly, of the power to direct or cause the direction of management and policies of an entity.\nAs used in this Agreement, \"Restricted Period\" means the period commencing on the date hereof and ending on the later of (i) three (3) years from the date hereof or (ii) two (2) years from the date of Seller's termination of employment or consulting period with NIM, or any Affiliate of NIM, for any reason.\n2 Nondisclosure. Seller understands and agrees that the business of NIM and its Affiliates is based upon specialized work and Confidential Information (as hereinafter defined). Seller agrees that following the termination of Seller's employment or consulting period with NIM or any Affiliate of NIM and for all times thereafter, he shall keep secret all such Confidential Information and that he will not, directly or indirectly, use for his own benefit or for the benefit of others nor Disclose (as hereinafter defined), without the prior written consent of NIM, any Confidential Information. At any time upon NIM's request, Seller shall turn over to NIM all books, notes, memoranda, manuals, notebooks, records and other documents made, compiled by, delivered to, or in the possession or control of Seller containing or concerning any Confidential Information, including all copies thereof, in any form or format, including any computer hard disks containing Confidential Information, wherever located, containing any such information, it being agreed that the same and all information contained therein are at all times the exclusive property of NIM and its Affiliates; provided, however, in the event that computer hard disks contain Confidential Information as well as information confidential to the Seller, then Seller shall make copies of all Confidential Information on such computer hard disks and return such copies to NIM and delete the Confidential Information from such computer hard disks.\nAs used in this Agreement, the term \"Confidential Information\" means any information or compilation of information not generally known to the public or the industry, that is proprietary or confidential to NIM, its Affiliates and/or those doing business with NIM and/or its Affiliates, including but not limited to know-how, process, techniques, methods, plans, specifications, trade secrets, patents, copyrights, supplier lists, customer lists, mailing lists, financial information, business plans and/or policies, methods of operation, sales and marketing plans and any other information acquired or developed by Seller in the course of his past, present and future dealings with NIM and its Affiliates, which is not available to the public.\n\"Confidential Information\" does not include any information, datum or fact: (a) currently available to the public as of the date hereof; (b) after it becomes available to the public other than as a result of a breach hereof or other wrongful conduct by Executive; (c) after it becomes available to Executive on a nonconfidential basis from a source other than NIM or its Affiliates or a person or entity breaching his or its confidentiality agreement or other relationship of confidence with NIM or its Affiliates; or (d) developed independently by Seller without any reference to or use whatsoever of any Confidential Information of NIM or its Affiliates.\nAs used in this Agreement, the term \"Disclose\" means to reveal, deliver, divulge, disclose, publish, copy, communicate, show, allow or permit access to, or otherwise make known or available to any third party, any of the Confidential Information.\n3 Covenants of NIM. NIM, for itself and its affiliates, hereby covenants and agrees that it and they will not, during the Restricted Period hire, solicit or divert from Lamco Advisory Services, Inc., an affiliate of Seller (\"Advisory\"), any of its respective employees, consultants or agents who have, at any time during the immediately preceding one (1) year period from the date hereof or during the Restricted Period, been engaged by Advisory, nor assist any person, firm, corporation or other entity in doing so.\n4 Blue Pencil Doctrine. In the event that the restrictive covenants contained in Sections 1, 2 and/or 3 of this Agreement shall be found by a court of competent jurisdiction to be unreasonable by reason of such restrictive covenants extending for too great a period of time or over too great a geographic area or by reason of such restrictive covenants being too extensive in any other respect, then such restrictive covenant shall be deemed modified to the minimum extent necessary to make such restrictive covenant reasonable and enforceable under the circumstances.\n5 Injunctive Relief. If any party shall breach or threaten to breach any of the provisions of Sections 1, 2 and/or 3 hereof, in addition to and without limiting any other remedies available at law or in equity, the non-breaching party shall be entitled to seek immediate injunctive relief in any court having jurisdiction to restrain any such breach or threatened breach and to enforce the provisions of Section 1, 2 and/or 3, as the case may be. The parties acknowledge and agree that there is no adequate remedy at law for any such breach or threatened breach and, in the event that any proceeding is brought seeking injunctive relief, the breaching party shall not use as a defense thereto that there is an adequate remedy at law.\n6 Reasonableness of Covenants. Seller acknowledges and agrees that the restrictive covenants contained in this Agreement are a necessary inducement to Purchaser purchasing Seller's ownership interests in NIM and its subsidiaries, and that the scope (geographic and otherwise) and period of duration of the restrictive covenants contained in this Agreement are both fair and reasonable and that the interests sought to be protected by NIM are legitimate business interests entitled to be protected. Seller further acknowledges and agrees that NIM would not have purchased Seller's ownership interests in the Companies pursuant to the Purchase Agreement unless Seller entered into this Agreement. NIM acknowledges and agrees that the restrictive covenants set forth in Section 3 hereof are a necessary inducement to Seller entering into the Purchase Agreement and other agreements executed in connection therewith, and are fair and reasonable in scope and duration, and that the interests sought to be protected by Seller are legitimate business interests entitled to protection.\n7 General Provisions.\n(A) Entire Agreement. This Agreement, together with the Purchase Agreement and any other agreements contemplated thereby, contain the entire agreement of the parties hereto with respect to the subject matter hereof, and supersede all prior or contemporaneous agreements and understandings, oral or written, among the parties hereto and thereto with respect to the subject matter hereof and thereof.\n(B) Amendment; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by all of the parties and then such waiver shall only be effective in the specific instance and for the specific purpose for which it was given.\n(C) Notices. All notices and other communications under this Agreement shall be in writing and shall be given in accordance with the notice provisions of the Purchase Agreement.\n(D) Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representative(s), successors and permitted assigns. This Agreement may be assigned to, and thereupon shall inure to the benefit of, any organization which succeeds to substantially all of the business or assets of NIM or Seller, whether by means of merger, consolidation, acquisition of all or substantially all of the assets of NIM or Seller or otherwise, including, without limitation, by operation of law.\n(E) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in that state, without regard to any of its principles of conflicts of laws or other laws that would result in the application of the laws of another jurisdiction. This Agreement shall be construed and interpreted without regard to any presumption against the party causing this Agreement to be drafted. Each of the parties hereby unconditionally and irrevocably waives the right to a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties unconditionally and irrevocably consents to the exclusive jurisdiction of the courts of the State of New York located in the County of New York and the Federal district court for the Southern District of New York located in the County of New York with respect to any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each of the parties hereby unconditionally and irrevocably waives any objection to venue in any such court.\n(F) Recovery of Attorneys' Fees and Costs. If any action for breach of or to enforce the provisions of this Agreement is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. Such attorneys' fees and costs shall be paid by the non-prevailing party in such action.\n(G) Headings. The headings to the paragraphs of this Agreement are intended for the convenience of the parties only and shall in no way be held to explain, modify, amplify or aid in the interpretation of the provisions hereof.\n(H) Severability. The provisions of this Agreement shall be deemed severable and if any portion hereof shall be held invalid, illegal or unenforceable for any reason by a court of competent jurisdiction, the remainder shall not thereby be invalidated but shall remain in full force and effect.\n(I) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement. In addition, the parties may execute multiple original copies of this Agreement, each of which shall be considered an original, but all of which shall be considered the same Agreement.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.\nNATIONAL INVESTMENT MANAGERS INC.\nBy: /s/Leonard A. Neuhaus\nName: Leonard A. Neuhaus\nTitle: COO/CFO\n/s/Nicholas J. Lamoriello\nNicholas J. Lamoriello\nLAMCO GROUP, INC.\nBy: /s/Nicholas J. Lamoriello\nName: Nicholas J. Lamoriello\nTitle: President\n[SIGNATURE PAGE -\nNON-COMPETITION, NON-DISCLOSURE AND\nNON-SOLICITATION AGREEMENT]\n", "spans": [ [ 0, 62 ], [ 63, 235 ], [ 235, 398 ], [ 399, 407 ], [ 408, 904 ], [ 904, 1024 ], [ 1025, 1279 ], [ 1280, 1634 ], [ 1635, 1838 ], [ 1839, 1876 ], [ 1876, 2312 ], [ 2313, 2863 ], [ 2864, 3083 ], [ 3084, 3319 ], [ 3320, 3669 ], [ 3670, 3804 ], [ 3804, 4111 ], [ 4112, 4233 ], [ 4233, 4277 ], [ 4277, 4419 ], [ 4420, 4437 ], [ 4437, 4597 ], [ 4597, 5014 ], [ 5014, 5924 ], [ 5925, 6667 ], [ 6668, 6744 ], [ 6744, 6805 ], [ 6805, 6932 ], [ 6932, 7186 ], [ 7186, 7324 ], [ 7325, 7571 ], [ 7572, 7592 ], [ 7592, 8088 ], [ 8089, 8113 ], [ 8113, 8657 ], [ 8658, 8679 ], [ 8679, 9105 ], [ 9105, 9391 ], [ 9392, 9423 ], [ 9423, 9890 ], [ 9890, 10087 ], [ 10087, 10469 ], [ 10470, 10491 ], [ 10492, 10514 ], [ 10514, 10890 ], [ 10891, 10914 ], [ 10914, 11182 ], [ 11183, 11196 ], [ 11196, 11360 ], [ 11361, 11377 ], [ 11377, 11551 ], [ 11551, 11907 ], [ 11908, 11927 ], [ 11927, 12244 ], [ 12244, 12384 ], [ 12384, 12599 ], [ 12599, 13110 ], [ 13111, 13154 ], [ 13154, 13378 ], [ 13378, 13466 ], [ 13467, 13481 ], [ 13481, 13693 ], [ 13694, 13712 ], [ 13712, 13987 ], [ 13988, 14006 ], [ 14006, 14167 ], [ 14167, 14351 ], [ 14352, 14457 ], [ 14458, 14491 ], [ 14492, 14517 ], [ 14518, 14542 ], [ 14543, 14557 ], [ 14558, 14583 ], [ 14584, 14606 ], [ 14607, 14624 ], [ 14625, 14654 ], [ 14655, 14683 ], [ 14684, 14700 ], [ 14701, 14718 ], [ 14719, 14754 ], [ 14755, 14782 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 23 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 24 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 22 ] }, "nda-12": { "choice": "Entailment", "spans": [ 25, 29 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 23 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 10, 14, 32 ] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 25, 28 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 22 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000770461/000114420406041516/0001144204-06-041516.txt" }, { "id": 404, "file_name": "799485_0000950136-00-001643_0013.txt", "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nTHIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the \"AGREEMENT\") is entered into as of May 5, 2000 by and between Cangene Corporation (\"BUYER\") and CHESAPEAKE BIOLOGICAL LABORATORIES, INC. (\"CBL\"). (Buyer and CBL are sometimes referred to herein individually as a \"PARTY\" and collectively as the \"PARTIES;\" each Party as a provider/discloser of Confidential Information (as defined below) is referred to herein as \"PROVIDER;\" and each Party as a reviewer/recipient of Confidential Information is referred to herein as a \"REVIEWER\").\nRECITALS\nWHEREAS, the Parties desire to review Confidential Information relating to each other for the sole purpose of determining whether the Parties desire to engage in a business combination or other strategic relationship (the \"TRANSACTION\"); and\nWHEREAS, as a condition to either Party providing any Confidential Information to the other Party, the Parties have agreed to execute and deliver this Agreement to protect each other prior to gaining access to any Confidential Information.\nNOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties agree as follows:\n1. Confidential Information\n(a) Subject to 1(b) below, the term \"CONFIDENTIAL INFORMATION\" means and includes all information and materials relating to either Party, including, without limitation, all books, records, financial statements, by-laws, operating agreements and/or other organizational documents, capital structure information, ownership information, business plans, pricing information, employee information, marketing plans and procedures, strategies, forecasts, customer lists, supplier lists, product development plans, trade secrets, documents, files, data, notes, analyses, compilations, studies, specifications, technology, computer programs, designs, and other information, materials and rights of every nature whatsoever whether prepared or created by the Provider, the Reviewer or otherwise, together with such other information, data or materials, if any, already provided to the Reviewer or its Representatives (as defined below) by or on behalf of the Provider, directly or indirectly, in each case whether oral or written, whether or not confidential or proprietary status is indicated orally or in writing or in a context in which the Provider or its representatives reasonable communicated, or the Reviewer or its Representatives should reasonably have understood, that the information should be treated as confidential, whether or not the specific words \"confidential\" or \"proprietary\" are used, and all portions of all compilations, studies, notes, analyses and memoranda prepared in connection therewith or derived therefrom that contain or reflect such information, and all copies thereof. The fact that Confidential Information has been or will be exchanged pursuant to the terms of this Agreement and that discussions are occuring with respect to the purposes hereof (and the status of such discussions) also shall be treated as \"CONFIDENTIAL INFORMATION\" under this Agreement.\n(b) Notwithstanding anything contained in this Agreement to the contrary, the following types of information and materials shall not constitute \"Confidential Information\" for purposes of this Agreement and neither Party shall have any obligations to the other Party hereunder with respect to any information or materials if, when or to the extent that such information or materials: (i) is or becomes generally available in the industry or to the public other than as a result of a breach of this Agreement by the Reviewer or its Representatives, (ii) was received by the Reviewer or its Representatives on a non-confidential basis from a third party lawfully possessing and lawfully entitled to disclose such information on a non-confidential basis, or (iii) is required to be disclosed by law or by regulatory or judicial process, subject to compliance with Secton 3(c).\n2. Purpose. Each Party agrees that its review and inspection of the Confidential Information shall be solely to determine whether the Parties desire to proceed with the Transaction.\n3. Non-Disclosure and Use of Confidential Information.\n(a) The Reviewer agrees that all Confidential Information shall be used by the Reviewer solely for the purpose stated in Section 2 and shall be treated by the Reviewer and its Representatives as strictly confidential. The Reviewer further agrees not to disclose, directly or indirectly, any of the Confidential Information to any third party without the prior written consent of the Provider, other than to the following (collectively, the \"REPRESENTATIVES\"): (i) the Reviewer's directors, officer and employees (including those of its affiliates), and (ii) the Reviewer's attorneys, accountants and financial advisors; in each case only to those persons who have a need to know the Confidential Information for the purpose stated in Section 2. The Reviewer shall inform each of its Representatives prior to such Representative receiving any of the Confidential Information of the requirements of this Agreement, and the Reviewer shall be liable for any breach of this Agreement by its Representatives.\n(b) Neither party will (except as required by applicable law, regulation or legal process, and only after compliance with paragraph 3(c) below), without the prior written consent of the other Party, disclose to any person the fact that the Confidential Information exists or has been made available, that the Parties are considering the Transaction or any other transaction involving the Parties, or that discussions or negotiations are taking or have taken place concerning the Transaction or involving the Parties or any term, condition or other fact relating to the Transaction or such discussions or negotiations, including, without limitation, the status thereof.\n(c) If the Reviewer or its Representatives are required under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or by a governmental body to disclose any Confidential Information, the Reviewer shall not do so without first giving the Provider written notice of such request(s) so that the Provider may seek an appropriate protective order or other confidential treatment of the Confidential Information.\n4. No Representation Concerning Confidential Information. The Reviewer acknowledges and agrees that the Provider, in providing Confidential Information hereunder, makes no representation or warranty as to the accuracy or completeness of the Confidential Information and that the Provider shall have no obligation or liability to the Reviewer or its Representatives resulting from the use of contents of the Confidential Information or from any action taken or any inaction occuring in reliance on the Confidential Information.\n5. No Obligation to Disclose Confidential Information. Not withstanding any provision of this Agreement, neither party shall have any obligation to furnish or otherwise disclose Confidential Information to the other Party.\n6. Return/Destruction of Confidential Information. If either Party hereto determines not to proceed with the Transaction, it will immediately notify the other Party hereto in writing of that decision. Upon sending of such written notice or earlier upon the request of the Provider, all copies of Confidential Information provided to or in the possession of the Reviewer or its Representatives shall be destroyed or returned promptly to the Provider, together with (i) all copies thereof made by the Reviewer or its Representatives, and (ii) all portions of all compilations, studies, notes, analyses and memoranda prepared in connection with the examination thereof or derived therefrom that contain or reflect any Confidential Information. Upon request of the Provider, the Reviewer shall provide to the Provider a written certificate as to the return or destruction of such Confidential Information. Any oral Confidential Information will continue to be held subject to this Agreement.\n7. Standstill; Non-Solicitation of Employees.\n(a) Buyer agrees that, for a period of one year from the date of this Agreement, neither Buyer nor any subsidiary or affiliate of Buyer will, without the prior written consent of CBL or its board of directors: (i) acquire, directly or indirectly, by purchase or otherwise, any voting securities or rights or options to acquire any voting securities, or securities or instruments convertible into voting securities, of CBL; (ii) make, or in any way participate in, directly or indirectly, any \"SOLICITATION\" of \"PROXIES\" (as such terms are used in the rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of CBL; (iii) make any public announcement in connection with any of the foregoing; (iv) form, join or participate in a \"GROUP\" (as defined in section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing; or (v) otherwise attempt or join in an attempt by another person or entity that intends to attempt to gain control of CBL. In the event that Buyer becomes aware of any inadvertent acquisition of securities of CBL covered by the foregoing, Buyer shall immediately so notify CBL and as promptly as possible cause such securities to be divested in a commercially reasonable manner.\n(b) Buyer agrees that, for a period of two years from the date of this Agreement, neither Buyer nor any subsidiary or affiliate of Buyer will solicit for employment any executive officer or senior employee of CBL; provided, however, (i) Buyer and Buyer's subsidiaries and affiliates shall not be prohibited from employing any such individual who contacts Buyer of any of Buyer's subsidiaries or affiliates on his or her own initiative, and (ii) the foregoing restrictions shall not apply to general solicitations to hire through the use of advertising. Upon Buyer's request, CBL shall provide Buyer with a list of the names and titles of the individuals covered by this Section 7(b).\n8. Amendment. No amendment, modification, or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of the amendment, modification, discharge or waiver is sought.\n9. Breach of Agreement; Indemnity.\n(a) In the event the Reviewer or any of its Representatives fails in any respect to comply with its obligations under this Agreement, the Reviewer shall be liable to the Provider for breach of this Agreement. The Reviewer understands and agrees that monetary damages would not be a sufficient remedy for any breach or contemplated breach of this Agreement, and that the Provider shall be entitled to specific performance or other equitable relief by way of restraining orders and injunctions as a remedy for any such breach or contemplated breach without proof of actual damages and without the necessity of posting any bond.\n(b) The rights, powers, and remedies provided for in Section 9(a) shall be in addition to and shall not preclude the exercise of any other right, power, or remedy available to the Provider at law or in equity. No forbearance, failure, or delay in exercising any such right, power, or remedy shall operate as a waiver thereof or preclude its further exercise.\n(c) The Reviewer hereby indemnifies and holds harmless the Provider from and against any and all claims, demands, losses, actions, debts, liabilities, judgements, costs and attorneys' fees and disbursements arising out of, claimed on account of, or in any matter predicted upon or contributed to by a breach of this Agreement by the Reviewer or its Representatives or otherwise incurred by the Provider in enforcing or preserving the Provider's rights under this Agreement.\n10. Term. Except as otherwise expressly provided herein, this Agreement shall terminate two years after the date of the destruction or return of the Confidential Information to the other Party.\n11. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns; provided, however, that neither Party shall assign any of its rights or obligations under this Agreement without the prior written consent of the other Party.\n12. Severability. This Agreement shall be interpreted so as to give full legal force and effect to all provisions hereof to the maximum extent permitted by the law. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against public policy, such term, provision, covenant or restriction shall be deemed to be reformed to the minimum extent necessary to make such term, provision, covenant or restriction enforceable to the maximum extent permitted by the law, and the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect to the maximum extent permitted by law and shall in now way be affected, impaired or invalidated.\n13. No Further Obligations or Agreements Hereunder. Neither party shall be under any obligation to enter into any further agreements with the other Party as a result of this Agreement. Each Party reserves the right, in its sole discretion, to decline to make, to retract or to reject at any time any proposal which has not yet become legally binding by execution of a written agreement between the Parties with respect to any further agreements or business arrangements with the other Party or its parents, subsidiaries or other affiliates, and to terminate all further discussion and negotiations.\n14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Transmission by facsimile of an executed counterpart signature page hereof by a Party shall constitute due execution and delivery of this Agreement by such Party.\n15. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of Maryland applicable to contracts between residents of that State and executed in and to be performed in that State, without regard to principles of conflicts of laws.\n16. Entire Agreement. This Agreement represents the entire agreement between the Parties and relating to the subject matter hereof and to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by either Party or its Representatives.\n17. Jurisdiction; Forum. Each Party hereto hereby (a) submits to the jurisdiction of any Maryland court or Federal court sitting in Baltimore City, Maryland with respect to all actions and proceedings arising out of or relating to this Agreement, (b) agrees that all claims with respect to any such action or proceeding may be heard and determined in such Maryland court or Federal court, (c) waives the defense of inconvenient forum, and (d) agrees that a final judgement in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgement or in any other manner provided by the law.\nIN WITNESS WHEREOF, duly authorized representatives of the parties have executed this Agreement as of the date first set above.\nBUYER:\nBy: /s/ Alex Glasenberg\nTitle: V.P. Finance and Chief Financial Officer\nCBL:\nARNHOLD AND S. BLEICHROEDER, INC.\nOn behalf of\nCHESAPEAKE BIOLOGICAL LABORATORIES, INC.\nBy: /s/ Gregory A. Horwitz\nGregory A. Horwitz\nTitle: Associate\n", "spans": [ [ 0, 44 ], [ 45, 246 ], [ 246, 580 ], [ 581, 589 ], [ 590, 831 ], [ 832, 1071 ], [ 1072, 1215 ], [ 1216, 1243 ], [ 1244, 2837 ], [ 2837, 3126 ], [ 3127, 3510 ], [ 3510, 3674 ], [ 3674, 3881 ], [ 3881, 3999 ], [ 4000, 4012 ], [ 4012, 4181 ], [ 4182, 4236 ], [ 4237, 4455 ], [ 4455, 4697 ], [ 4697, 4790 ], [ 4790, 4982 ], [ 4982, 5239 ], [ 5240, 5908 ], [ 5909, 6359 ], [ 6360, 6418 ], [ 6418, 6886 ], [ 6887, 6942 ], [ 6942, 7109 ], [ 7110, 7161 ], [ 7161, 7311 ], [ 7311, 7574 ], [ 7574, 7646 ], [ 7646, 7851 ], [ 7851, 8012 ], [ 8012, 8097 ], [ 8098, 8143 ], [ 8144, 8354 ], [ 8354, 8567 ], [ 8567, 8866 ], [ 8866, 8942 ], [ 8942, 9114 ], [ 9114, 9234 ], [ 9234, 9489 ], [ 9490, 9723 ], [ 9723, 9930 ], [ 9930, 10043 ], [ 10043, 10173 ], [ 10174, 10188 ], [ 10188, 10445 ], [ 10446, 10480 ], [ 10481, 10690 ], [ 10690, 11106 ], [ 11107, 11317 ], [ 11317, 11465 ], [ 11466, 11939 ], [ 11940, 12133 ], [ 12134, 12154 ], [ 12154, 12447 ], [ 12448, 12466 ], [ 12466, 12613 ], [ 12613, 13241 ], [ 13242, 13294 ], [ 13294, 13427 ], [ 13427, 13840 ], [ 13841, 13859 ], [ 13859, 14036 ], [ 14036, 14198 ], [ 14199, 14218 ], [ 14218, 14467 ], [ 14468, 14490 ], [ 14490, 14733 ], [ 14734, 14759 ], [ 14759, 14764 ], [ 14764, 14784 ], [ 14784, 14981 ], [ 14981, 15123 ], [ 15123, 15173 ], [ 15173, 15371 ], [ 15372, 15499 ], [ 15500, 15506 ], [ 15507, 15530 ], [ 15531, 15578 ], [ 15579, 15583 ], [ 15584, 15617 ], [ 15618, 15630 ], [ 15631, 15671 ], [ 15672, 15698 ], [ 15699, 15717 ], [ 15718, 15734 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 29, 30, 31, 32 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 9, 22 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 8 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 8 ] }, "nda-19": { "choice": "Entailment", "spans": [ 34 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 30, 31, 32 ] }, "nda-3": { "choice": "Entailment", "spans": [ 8, 34 ] }, "nda-18": { "choice": "Entailment", "spans": [ 43 ] }, "nda-7": { "choice": "Entailment", "spans": [ 18, 20 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 23 ] }, "nda-13": { "choice": "Entailment", "spans": [ 10, 12 ] }, "nda-5": { "choice": "Entailment", "spans": [ 18, 19 ] }, "nda-4": { "choice": "Entailment", "spans": [ 15, 17 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000799485/000095013600001643/0000950136-00-001643.txt" }, { "id": 407, "file_name": "816955_0000899243-97-001962_document_4.txt", "text": "July 24, 1997\nBorden Chemical, Inc.\n180 East Broad Street, 24th Floor\nColumbus, OH 43215-3799\nAttn: Joseph M. Saggese\nChairman\nDear Mr. Saggese:\nMelamine Chemicals, Inc. (\"MCI\") and Borden Chemical, Inc. (the \"Company\") are prepared to engage in discussions with respect to a possible negotiated business combination involving the Company and MCI (the \"Transaction\"), and during the course of such discussions MCI may disclose and make available to the Company certain information concerning MCI's business, prospects, financial condition, operations, technology, assets and liabilities. All such information furnished to the Company or its Representatives (as defined below) by or on behalf of MCI (irrespective of the form of communication and whether such information is furnished prior to, on or after the date hereof), and all analyses, compilations, data, studies, notes, interpretations, memoranda or other documents prepared by the Company or its Representatives containing or based in whole or in part on any such furnished information are collectively referred to herein as the \"Confidential Information.\" As a condition to being furnished the Confidential Information, the Company agrees as follows:\n1. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. (a) the Company shall (i) use the Confidential Information solely for the purpose of evaluating a possible Transaction and for no other competitive or other purpose; (ii) not disclose the Confidential Information to any third party, except for disclosures to its directors, officers, employees and representatives of its advisors (such as independent accountants, investment bankers and attorneys) acting on its behalf (such directors, officers, employees and representatives being referred to hereinafter collectively as its \"Representatives\") who in each case, in the Company's reasonable judgment, need to know such information for the purpose of evaluating a possible Transaction; provided, however, that prospective financing sources shall not be considered \"Representatives\" to whom Confidential Information may be disclosed in accordance with this paragraph 1 unless specifically requested by the Company and consented to by MCI in writing; (iii) inform its Representatives of the confidential nature of the Confidential Information and direct its Representatives to treat the Confidential Information confidentially; (iv) take all additional reasonable precautions necessary to prevent the disclosure of the Confidential Information by its Representatives to any third party; and (v) be responsible for any breach of this Agreement (the \"Agreement\") by its Representatives.\n(b) If the Company or its Representatives is requested (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, it is agreed that the Company will provide MCI with prompt notice of such request so that MCI may seek an appropriate protective order and/or waive the Company's compliance with the provisions of this Agreement. The Company and its Representatives may disclose without liability hereunder only that portion of the Confidential Information that the Company is advised by written opinion of counsel is legally required to be disclosed; provided that the Company gives MCI written notice of the information to be disclosed as far in advance of its disclosure as is practicable and, upon MCI's request, uses reasonable efforts to obtain assurances that confidential treatment will be accorded to such information.\n2. NON-DISCLOSURE OF NEGOTIATIONS OR AGREEMENTS. Except as required by law, neither the Company nor its Representatives shall disclose to any person the existence, status or terms of any discussions, negotiations or agreements concerning a possible Transaction, including without limitation any offer, letter of intent, proposal, price, value or valuation, or any similar terms, agreements or understandings between the Company and MCI with respect thereto, or that the Company has received from MCI Confidential Information, without obtaining the prior written consent of the other, which consent will not be withheld unreasonably.\n3. RETURN OF CONFIDENTIAL INFORMATION. All written Confidential Information delivered by or on behalf of MCI to the Company pursuant to this Agreement shall be and remain the property of MCI and upon the written request of MCI, the Company shall (i) promptly return such Confidential Information and shall not retain any copies or other reproductions or extracts thereof, (ii) destroy or have destroyed all memoranda, notes, reports, analyses, compilations, studies, interpretations, or other documents derived from or containing Confidential Information, and all copies and other reproductions and extracts thereof, and (iii) upon written request by MCI provide a certificate to MCI certifying that the foregoing materials have, in fact, been destroyed or returned, signed by an authorized officer supervising such destruction or return. Notwithstanding the return or destruction of the Confidential Information, the Company and its Representatives will continue to be bound by the confidentiality and other obligations hereunder, until the expiration of three years from the date of this Agreement, unless a lesser duration is specified herein.\n4. INFORMATION NOT DEEMED CONFIDENTIAL INFORMATION. The term \"Confidential Information\" does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by the Company or its Representatives in violation of this Agreement; or (ii) was or becomes available to the Company from a source other than MCI or its Representatives, provided that such source is not known by the Company to be bound by an obligation of confidentiality to MCI or its Representatives or (iii) was already known to the Company at the time of its disclosure by MCI.\n5. NO REPRESENTATIONS OR WARRANTIES. Neither MCI nor any of its respective officers, directors, employees, representatives or agents makes any representation or warranty, express or implied, as to the accuracy and completeness of any Confidential Information provided by it, and no liability shall result to MCI from its use, except as set forth in a definitive agreement for a Transaction. Only the representations and warranties that are made in a definitive agreement for a Transaction, when, as, and if it is executed, and subject to such limitations and restrictions as may be specified therein, shall have any legal effect.\n6. NO AGREEMENT. MCI has the absolute right to determine what information, properties and personnel it wishes to make available to the Company. Unless a definitive agreement regarding a Transaction between the Company and MCI has been executed and delivered, neither MCI, the Company nor any of their stockholders or affiliates will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this Agreement or any other written or oral expression with respect to such Transaction except, in the case of this Agreement, matters specifically agreed to herein. Each party further acknowledges and agrees that each party reserves the right, in its sole discretion, to reject any and all proposals made by the other party or any of its Representatives with regard to a Transaction, and to terminate discussions and negotiations with the other party at any time.\n7. CONTACT PERSONS; NO SOLICITATION. All requests by the Company for Confidential Information, meetings with personnel or inspection of properties and all other communications regarding a possible Transaction shall be made only to the contacts designated by MCI (the \"Contact Persons\"). The Company agrees that, for a period of two years from the date of this Agreement, it will not initiate or maintain contact (except in the ordinary course of business) with any director, officer, employee, distributor or customer of MCI regarding MCI's business operations, prospects or finances, except as may be permitted by the Contact Persons for due diligence purposes. It is expressly understood that this Agreement is not intended to limit the right of the parties to compete with one another in the ordinary course. The Company further agrees that, for a period of two years from the date hereof, it will not directly or indirectly offer employment to (other than by means of a general advertisement) or hire any of MCI's employees with whom it has had contact during the process contemplated by this Agreement.\n8. NON-PUBLIC INFORMATION. MCI has outstanding publicly-held securities and the Confidential Information contains material non-public information. The Company acknowledges that it is (i) aware, and has advised or will advise its Representatives, that the United States securities laws prohibit any person in possession of material non-public information about a company from purchasing or selling securities of such company, and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person may purchase or sell such securities and (ii) familiar with the Securities Exchange Act of 1934, as amended (the \"Exchange Act\"), and the rules and regulations thereunder, and the Company agrees that it will neither use nor permit any of its Representatives to use any Confidential Information in violation of such Act or rules or regulations, including without limitation Rule 10b-5.\n9. STANDSTILL. The Company agrees that, until the expiration of two years from the date of this Agreement, without the prior written invitation (on an unsolicited basis) of MCI's Board of Directors, it and its affiliates will not (i) in any manner acquire, agree to acquire or make any proposal or offer or otherwise seek to acquire, directly or indirectly, any securities (or rights in respect thereof), assets or property of MCI or any of its subsidiaries or of any successor thereto or person in control thereof, whether such agreements or proposals or offers are made with or to MCI or any of its subsidiaries (or a successor thereto or person in control thereof) or a third party; (ii) enter into or agree, offer, seek or propose to enter into or otherwise be involved in or part of, directly or indirectly, any merger, acquisition transaction or other business combination relating to MCI or any of its subsidiaries or any of their respective assets; (iii) make, or in any way participate in, directly or indirectly, any \"solicitation\" of \"proxies\" (as such terms are used in the proxy rules under the Exchange Act) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of MCI or any of its subsidiaries or of any successor thereto or person in control thereof; (iv) form, join or in any way participate in a \"group\" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of MCI or any of its subsidiaries or of any successor thereto or person in control thereof; (v) seek or propose, alone or in concert with others, to control or influence the management, Board of Directors or policies of MCI; (vi) directly or indirectly enter into any discussions, negotiations, arrangements or understandings with any other person (except internal discussions and planning activities involving its Representatives) with respect to any of the foregoing activities or propose any of such activities to any other person (other than its Representatives); (vii) directly or indirectly advise, encourage, assist, act as a financing source for or otherwise invest in any other person in connection with any of the foregoing; or (viii) publicly disclose any intention, plan or arrangement inconsistent with the foregoing. The Company also agrees that, during such two-year period, neither it nor any of its affiliates will: (i) request MCI or its advisors, directly or indirectly, to (1) amend or waive any provision of this paragraph (including this sentence) or (2) otherwise consent to any action inconsistent with any provision of this paragraph (including this sentence); or (ii) take any initiative with respect to MCI or any of it's subsidiaries that could reasonably be expected to require MCI to make a public announcement regarding (1) such initiative, (2) any of the activities referred to in this paragraph, (3) the possibility of a Transaction or any similar transaction or (4) the possibility of the Company's or any other person's acquiring control of MCI, whether by means of a business combination or otherwise. Notwithstanding the foregoing provisions of this paragraph 9, the Company's chief executive officer may contact MCI's chief executive officer for the purpose of expressing continuing or renewed interest in a Transaction, provided that, unless invited to do so by MCI's chief executive officer, no offer or proposal shall be made that would require public disclosure or formal consideration by MCI or its Board of Directors.\n10. PERSON. The term \"person\" as used in this Agreement will be interpreted broadly to include the media and any corporation, company, group, partnership, governmental body or other entity or individual.\n11. NO WAIVER. No failure or delay by MCI in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any right, power or privilege hereunder.\n12. REMEDIES. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement by the Company and that MCI shall be entitled to equitable relief, including specific performance and injunction, as a remedy for any such breach or threatened breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by the Company but shall be in addition to all other remedies available at law or in equity to MCI, including remedies pursuant to applicable laws relating to trade secrets.\n13. BENEFITS; GOVERNING LAW. This Agreement is for the benefit of MCI and its respective directors, officers, employees, representatives and agents and its respective successors and assigns and shall be governed by and construed in accordance with the internal substantive laws and not the choice of law rules of the State of Louisiana.\n14. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute but one and the same Agreement.\n15. SEVERABILITY. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not be deemed to affect any other provision hereof or the validity of the remainder of this Agreement, and such invalid or unenforceable provision shall be deemed deleted herefrom to the minimum extent necessary to cure such invalidity or unenforceability.\n16. MODIFICATIONS. No provision of this Agreement may be waived, amended or modified except by the written agreement of the Company and MCI.\nPlease confirm your agreement with the foregoing by signing and returning one copy of this letter to the undersigned, whereupon this letter shall become a binding agreement between us.\nMELAMINE CHEMICALS, INC.\nBy: /s/ Goldman, Sachs & Co.\nGoldman, Sachs & Co. on behalf of Melamine Chemicals, Inc.\nAccepted and agreed to as of the 31st day of July, 1997.\nBORDEN CHEMICAL, INC.\nBy: /s/________________________\n", "spans": [ [ 0, 13 ], [ 14, 35 ], [ 36, 69 ], [ 70, 93 ], [ 94, 117 ], [ 118, 126 ], [ 127, 144 ], [ 145, 588 ], [ 588, 1116 ], [ 1116, 1210 ], [ 1211, 1258 ], [ 1258, 1280 ], [ 1280, 1424 ], [ 1424, 2206 ], [ 2206, 2383 ], [ 2383, 2546 ], [ 2546, 2639 ], [ 2640, 3066 ], [ 3066, 3563 ], [ 3564, 3613 ], [ 3613, 4196 ], [ 4197, 4236 ], [ 4236, 4443 ], [ 4443, 4569 ], [ 4569, 4818 ], [ 4818, 5036 ], [ 5036, 5343 ], [ 5344, 5396 ], [ 5396, 5466 ], [ 5466, 5630 ], [ 5630, 5863 ], [ 5863, 5939 ], [ 5940, 5977 ], [ 5977, 6331 ], [ 6331, 6569 ], [ 6570, 6587 ], [ 6587, 6714 ], [ 6714, 7170 ], [ 7170, 7468 ], [ 7469, 7506 ], [ 7506, 7756 ], [ 7756, 8132 ], [ 8132, 8281 ], [ 8281, 8576 ], [ 8577, 8604 ], [ 8604, 8724 ], [ 8724, 8760 ], [ 8760, 9178 ], [ 9178, 9521 ], [ 9522, 9537 ], [ 9537, 9752 ], [ 9752, 10208 ], [ 10208, 10479 ], [ 10479, 10840 ], [ 10840, 11086 ], [ 11086, 11219 ], [ 11219, 11562 ], [ 11562, 11732 ], [ 11732, 11825 ], [ 11825, 11927 ], [ 11927, 11987 ], [ 11987, 12067 ], [ 12067, 12183 ], [ 12183, 12345 ], [ 12345, 12366 ], [ 12366, 12423 ], [ 12423, 12490 ], [ 12490, 12632 ], [ 12632, 13055 ], [ 13056, 13068 ], [ 13068, 13259 ], [ 13260, 13275 ], [ 13275, 13547 ], [ 13548, 13562 ], [ 13562, 13843 ], [ 13843, 14110 ], [ 14111, 14140 ], [ 14140, 14447 ], [ 14448, 14466 ], [ 14466, 14652 ], [ 14653, 14671 ], [ 14671, 15081 ], [ 15082, 15101 ], [ 15101, 15222 ], [ 15223, 15407 ], [ 15408, 15432 ], [ 15433, 15461 ], [ 15462, 15520 ], [ 15521, 15577 ], [ 15578, 15599 ], [ 15600, 15604 ], [ 15604, 15631 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 22 ] }, "nda-10": { "choice": "Entailment", "spans": [ 20 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 26 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 22, 23, 24 ] }, "nda-3": { "choice": "Entailment", "spans": [ 8 ] }, "nda-18": { "choice": "Entailment", "spans": [ 43 ] }, "nda-7": { "choice": "Entailment", "spans": [ 11, 13 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 17 ] }, "nda-13": { "choice": "Entailment", "spans": [ 28, 30 ] }, "nda-5": { "choice": "Entailment", "spans": [ 11, 13 ] }, "nda-4": { "choice": "Entailment", "spans": [ 11, 12 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000816955/000089924397001962/0000899243-97-001962.txt" }, { "id": 409, "file_name": "828957_0000950109-98-001266_document_19.txt", "text": "[LETTERHEAD OF MERIDIAN POINT REALTY TRUST VIII COMPANY APPEARS HERE]\nEXHIBIT (c)(2)\nFebruary 10, 1998\nDavid H. Hoster II President and Chief Executive Officer\nEASTGROUP PROPERTIES INC.\n300 One Jackson Place 188 East Capitol Street\nJackson, MS 39201-2195\nRe: EastGroup Offer to Merge\nDear Mr. Hoster:\nEastGroup Properties Inc. (\"you\" or \"your\") has requested information regarding Meridian Point Realty Trust VIII, (the \"Company,\") in connection with your consideration of the possible investment in or acquisition of all or part of the assets or equity of the Company (a \"Possible Transaction\"). In consideration of the Company furnishing you with the Evaluation Materials (as defined below) you agree as follows:\nConfidentiality of Evaluation Materials\nYou will treat confidentially any information (whether written or oral) that either the Company or its representatives furnish to you in connection with a Possible Transaction involving the Company, together with analyses, compilations, studies or other documents prepared by you, or by your representatives (as defined below) which contain or otherwise reflect such information or your review of, or interest in, the Company (collectively, the \"Evaluation Materials\"). You recognize and acknowledge the confidential and non-public nature of the Evaluation Materials, the competitive value of the Evaluation Materials, and the damage that could result to the Company if the Evaluation Materials were used or disclosed except as authorized by this Agreement.\nThe term \"Evaluation Materials\" includes information furnished to you orally or in writing (whatever the form or storage medium) or gathered by inspection regarding the Company, and regardless of whether such information is specifically identified as \"confidential\". The term \"Evaluation Materials\" does not include information which (i) is or becomes generally available to the public other\nPage 2\nthan as a result of a disclosure by you or your representatives, (ii) was or becomes available to you on a non-confidential basis from a source other than the Company or its representatives, provided that such source is not prohibited from disclosing such information to you by a contractual, legal or fiduciary obligation to the Company or its representatives, or (iii) is independently developed by you.\nUse of Evaluation Materials\nYou will not use any of the Evaluation Materials for any purpose other than the exclusive purpose of evaluating a Possible Transaction. You and your representatives will keep the Evaluation Materials completely confidential; provided, however, that (i) any of such information may only be disclosed to those of your directors, officers, employees, agents, representatives (including attorneys, accountants and financial advisors), lenders and other sources of financing (collectively, \"your representatives\") who need to know such information for the purpose of evaluating a Possible Transaction between you and the Company (it being understood that your representatives shall be informed by you of the confidential nature of such information and shall be directed by you, and shall each expressly agree, to treat such information confidentially in accordance with this Agreement), (ii) you may disclose Evaluation Materials that you have been advised by counsel are required to be disclosed under applicable securities laws; and (iii) any other disclosure of such information may only be made if the Company consents in writing prior to any such disclosure. Without limiting the generality of the foregoing, in the event that a Possible Transaction is not consummated neither you nor your representatives shall use any of the Evaluation Materials for any purpose. You will be responsible for any breach of this Agreement by your representatives.\nOther than with respect to those Evaluation Materials you have been advised by counsel are required to be disclosed under applicable securities laws, in the event that you or any of your representatives receive a request or are required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Evaluation Materials, you or your representatives, as the case may be, agree to (i) immediately notify the Company of the existence, terms and circumstances surrounding such a request, (ii) consult with the Company on the advisability of taking legally available steps to resist or narrow such request and (iii) assist the Company in seeking a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained or that the Company waives compliance with the provisions hereof, (i) you or your representatives, as the case may be, may disclose to any tribunal only that portion of the Evaluation Materials which you are advised by counsel is legally required to be disclosed, and shall exercise your best efforts to obtain assurance that confidential treatment will be accorded such Evaluation Materials and (ii) you shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by you or your representatives not permitted by this Agreement.\nNon-Disclosure\nThe disclosure of your access to the Evaluation Materials at this time could have a material adverse effect on the Company's business and the pursuit of its strategic alternatives if for any reason a Possible Transaction is not consummated. Accordingly, unless required by applicable law, including applicable securities laws that counsel has advised you require disclosure of Evaluation Materials, you agree that without the prior written consent of the Company, you will not, and you will direct your representatives not to, disclose to any person either the fact that you have been provided access to the Evaluation Materials or that discussions or negotiations are taking place concerning a Possible Transaction between you and the Company as a result thereof, or any of the terms, conditions or other facts with respect to any such Possible Transaction, including the status thereof. The term \"person\" as used in this letter shall be broadly interpreted to include, without limitation, any corporation, the Company, governmental agency or body, stock exchange, partnership, association or individual.\nReturn of Documents\nUpon the Company's request, you shall promptly deliver to the Company or destroy all written Evaluation Materials and any other written materials without retaining, in whole or in part, any copies, extracts or other reproductions (whatever the form or storage medium) of such materials, and shall certify the destruction of such materials in writing to the Company.\nPage 4\nNo Unauthorized Contact or Solicitation\nDuring the course of your evaluation, all inquiries and other communications are to be made directly to employees or representatives of the Company as specified by the Company. You also agree not to discuss with or offer to any third party an equity participation in a Possible Transaction or any other form of joint acquisition by you and such third party that involves use of the Evaluation Materials without the Company's prior written consent.\nNo Representation or Warranty\nAlthough the Company has endeavored to include in the Evaluation Materials information which it believes to be relevant for the purpose of your investigation, you acknowledge and agree that none of the Company or the Company's representatives or agents is making any representation or warranty, expressed or implied, as to the accuracy or completeness of the Evaluation Materials, and none of the Company or the Company's other representatives or agents, nor any of their respective officers, directors, employees, representatives, stockholders, owners, affiliates, advisors or agents, will have any liability to you or any other person resulting from the use of Evaluation Materials by you or any of your representatives. Only those representations or warranties that are made to you in a formal written agreement involving your investment in or acquisition of all or part of the assets or equity of the Company, when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such agreement, will have any legal effect.\nYou also acknowledge and agree that no contract or agreement shall be deemed to exist between you and the Company unless and until a formal written agreement has been executed and delivered by you and each of the other parties thereto, and you hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with a Possible Transaction unless and until a formal written agreement has been executed and delivered by you and each of the other parties thereto; provided, however, that nothing herein shall be deemed a waiver or release of any claim or action that you may have as a shareholder of the Company, based upon your status as a shareholder. You also agree that unless and until a formal written agreement between the Company and you with respect to a Possible Transaction has been executed and delivered by you and each of the other parties thereto, there shall not be any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this Agreement or any other written or oral expression with respect to such transaction except, in the case of this Agreement, for the matters specifically agreed to herein. For purposes of this Agreement, the term \"formal written agreement\" does not include an executed letter of intent or any other preliminary written agreement, nor does it include any oral acceptance of an offer or bid by you.\nYou further understand and agree that (i) the Company shall be free to conduct the process for a Possible Transaction as it in its sole discretion shall determine (including, without limitation, negotiating with any prospective interested parties and entering into a formal agreement without prior notice to you or to any other person), (ii) any procedures relating to such Possible Transaction may be changed at any time without notice to you or any other person and (iii) unless and until a formal written agreement concerning the Possible Transaction has been executed, neither the Company or any of its directors, officers, employees, stockholders, owners, affiliates, agents or representatives will have any liability to you with respect to the Possible Transaction, whether by virtue of this letter agreement, any other written or oral expression regarding a Possible Transaction or otherwise.\nLegal Remedy\nYou understand and agree that money damages would not be a sufficient remedy for any breach of this Agreement by you or your representatives and that the Company will be entitled to specific performance and injunctive relief as remedies for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by your or your representatives but shall be in addition to all other remedies available at law or equity provided however any suit for damages shall be specifically limited to actual provable damages, and Company hereby waives any and all rights to seek consequential, punitive, treble or other compensatory damages of any types or kind.\nOther\nThis Agreement constitutes the entire agreement between the parties hereto regarding the subject matter hereof. This Agreement may be changed only by a written agreement signed by the parties hereto or their authorized representatives.\nThis Agreement shall be governed and construed in accordance with the laws of the State of California, without regard to the conflicts of law principles thereof.\nIf you are in agreement within the foregoing, please sign and return one copy of this letter, it being understood that all counterpart copies will constitute but one agreement with respect to the subject matter of this letter.\nVery truly yours,\nMERIDIAN POINT REALTY TRUST VIII\nBy: /s/ Robert H. Gidel\nRobert H. Gidel\nChief Executive Officer\nAccepted and Agreed:\nEASTGROUP PROPERTIES INC.\nBy: /s/ David H. Hoster II\nDavid H. Hoster II\nPresident and Chief Executive Officer\n", "spans": [ [ 0, 69 ], [ 70, 78 ], [ 78, 84 ], [ 85, 102 ], [ 103, 159 ], [ 160, 185 ], [ 186, 231 ], [ 232, 254 ], [ 255, 283 ], [ 284, 300 ], [ 301, 597 ], [ 597, 714 ], [ 715, 754 ], [ 755, 1225 ], [ 1225, 1512 ], [ 1513, 1780 ], [ 1780, 1847 ], [ 1847, 1904 ], [ 1905, 1911 ], [ 1912, 1977 ], [ 1977, 2277 ], [ 2277, 2317 ], [ 2318, 2345 ], [ 2346, 2482 ], [ 2482, 2595 ], [ 2595, 3228 ], [ 3228, 3376 ], [ 3376, 3505 ], [ 3505, 3711 ], [ 3711, 3792 ], [ 3793, 4256 ], [ 4256, 4361 ], [ 4361, 4482 ], [ 4482, 4566 ], [ 4566, 4704 ], [ 4704, 5034 ], [ 5034, 5238 ], [ 5239, 5253 ], [ 5254, 5495 ], [ 5495, 6143 ], [ 6143, 6359 ], [ 6360, 6379 ], [ 6380, 6745 ], [ 6746, 6752 ], [ 6753, 6792 ], [ 6793, 6970 ], [ 6970, 7240 ], [ 7241, 7270 ], [ 7271, 7994 ], [ 7994, 8333 ], [ 8334, 9021 ], [ 9021, 9517 ], [ 9517, 9741 ], [ 9742, 9780 ], [ 9780, 10079 ], [ 10079, 10210 ], [ 10210, 10641 ], [ 10642, 10654 ], [ 10655, 10913 ], [ 10913, 11345 ], [ 11346, 11351 ], [ 11352, 11464 ], [ 11464, 11587 ], [ 11588, 11749 ], [ 11750, 11976 ], [ 11977, 11994 ], [ 11995, 12027 ], [ 12028, 12051 ], [ 12052, 12067 ], [ 12068, 12091 ], [ 12092, 12112 ], [ 12113, 12138 ], [ 12139, 12165 ], [ 12166, 12184 ], [ 12185, 12222 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 39 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Contradiction", "spans": [ 15 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 16, 21 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 42 ] }, "nda-3": { "choice": "Entailment", "spans": [ 13, 15 ] }, "nda-18": { "choice": "Entailment", "spans": [ 46 ] }, "nda-7": { "choice": "Entailment", "spans": [ 24, 25 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 30, 31 ] }, "nda-13": { "choice": "Entailment", "spans": [ 16, 20 ] }, "nda-5": { "choice": "Entailment", "spans": [ 24, 25 ] }, "nda-4": { "choice": "Entailment", "spans": [ 23, 28 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000828957/000095010998001266/0000950109-98-001266.txt" }, { "id": 410, "file_name": "859119_0000950123-98-001418_document_15.txt", "text": "AGREEMENT FOR NON-DISCLOSURE OF PROPRIETARY INFORMATION AND STANDSTILL\nThis Agreement, made as of this 13th day of March, 1997, by and between CANADIAN NATIONAL RAILWAY COMPANY, with a principal place of business located at 935 de La Gauchetiere St. W., Montreal, Province of Quebec, Canada, and ILLINOIS CENTRAL CORP., with a principal place of business located at 455 North Cityfront Plaza Drive, Chicago, State of Illinois, is to assure the protection and preservation of the confidential and proprietary nature of information to be disclosed or made available under this Agreement, and shall be governed by and enforceable under, the laws of the State of New York.\nRECITALS\nWHEREAS, the parties hereto (each referred to herein as a \"Party\") are giving consideration to a possible transaction, including a possible business combination, joint venture or other possible arrangement involving the parties (a \"Business Arrangement\") and in connection therewith it is expected that each Party furnish to the other Party certain Proprietary Information (as defined below);\nAND WHEREAS, each Party desires to assure the confidential and proprietary status of the Proprietary Information which may be disclosed hereunder;\nAND WHEREAS, the parties also desire that any Proprietary Information that is disclosed pursuant to the terms of this Agreement to the other Party or, as permitted hereunder, to its directors, officers, employees, affiliates, representatives (including financial advisors, attorneys and accountants) or agents (collectively, \"Representatives\"), be used only for the purposes of evaluating a possible Business Arrangement;\nAGREEMENT\nNOW, THEREFORE, in consideration of the premises, and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged; the parties agree as follows:\n1. The Party receiving Proprietary Information (the \"Recipient\") and its Representatives will protect all Proprietary Information received under this Agreement from any disclosure to third parties or the use of such Proprietary Information beyond that allowed under this Agreement, in each case, in accordance with this Agreement, and will not engage in such disclosure or use without the prior express written permission of the Party disclosing such information (the \"Disclosing Party\").\n2. Proprietary Information which may be supplied and is protected under this Agreement includes, but is not limited to: all business plans, specifications, reports, manuals, data books, computer programs, techniques, employment arrangements, and all other business practices or information of a private nature on any media whatsoever, and any derivatives of the foregoing, including, without limitation, any notes, analyses, compilations, studies, memoranda or other documents prepared by the Recipient, or its Representatives, which contain, reflect or are based on, in whole or in part, such proprietary information (collectively, \"Proprietary Information\"). Such Proprietary Information includes data transferred in the form of, but not limited to, oral, written, graphic or computer media including telephone, and meeting conversations, as well as all analyses, compilations, forecasts, studies or other documents which include any Proprietary Information. The term \"Proprietary Information\" does not include confidential information which (i) becomes generally available to the public other than as a result of a disclosure by Disclosing Party or Disclosing Party's Representatives, (ii) was available to Recipient on a non-confidential basis prior to its disclosure to Recipient by Disclosing Party or its Representatives, (iii) is independently developed by the Recipient or its Representatives without the use of any Proprietary Information of the Disclosing Party, or (iv) becomes available to Recipient on a non-confidential basis from a source other than Disclosing Party or its Representatives, provided that such source, to Recipient's knowledge, is not bound by a confidentiality agreement with Disclosing Party or its Representatives, or is otherwise prohibited from transmitting the information to Recipient by a contractual, legal, or fiduciary obligation. In the event that Recipient or its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigation demand or other similar process) or required by the rules of any relevant stock exchange or other relevant regulatory authority to disclose any Proprietary Information, Recipient or its Representatives shall provide the Disclosing Party with prompt notice of any such request or requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Disclosing Party, the Recipient or its Representatives are nonetheless, in the opinion of counsel, required to disclose Proprietary Information, the Recipient or its Representatives may, without liability hereunder, disclose only that portion of the Proprietary Information which in the opinion of counsel is legally required to be disclosed; provided that the Recipient or its Representatives attempt to preserve the confidentiality of the Proprietary Information, including, without limitation, by cooperating with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Proprietary Information.\n3. Recipient agrees to keep confidential or protect such Proprietary Information as it would its own confidential and proprietary information at the highest level of proprietary material. Disclosure of such Proprietary Information shall be restricted to those Representatives of Recipient who (i) have a need to know the information for the purpose of evaluating a possible Business Arrangement between the parties and (ii) are informed by the Disclosing Party of the confidential and proprietary nature of the Proprietary Information. The Disclosing Party will cause its Representatives to observe the terms of this Agreement and the Disclosing Party will be responsible for any breach of this Agreement by any of its Representatives.\n4. All Proprietary Information, including all applicable intellectual property rights residing in the Proprietary Information (including without limitation, patents, copyrights, industrial designs, trademarks and trade secrets), unless otherwise specified in writing by Disclosing Party, are and shall remain the exclusive property of Disclosing Party, including any and all reproductions in any form of said Proprietary Information. All such Proprietary Information (whether prepared by the Recipient or its Representatives on its behalf) shall be returned or destroyed, at the election of Disclosing Party or upon request of Disclosing Party provided, however, that all notes, analyses, conditions, studies, interpretations, memoranda or other documents, to the extent that they contain, reflect or are based upon the Proprietary Information, may be destroyed (rather than delivered); provided further that Board or Board Committee minutes need neither be delivered nor destroyed. Upon the request of Disclosing Party, Recipient shall execute a certificate of destruction of such Proprietary Information when destroyed by Recipient, whether intentionally or accidentally, and transmit the same to Disclosing Party.\n5. Proprietary Information supplied under this Agreement shall only be reproduced when legitimately required for Recipient's purposes and in conformity with the provisions hereof.\n6. Recipient hereby agrees that it will not use the Proprietary Information for any reason or purpose other than to evaluate a possible Business Arrangement with the Disclosing Party and that the use of the Proprietary Information supplied hereunder shall be limited to Recipient's activities in connection therewith. For greater certainty nothing contained in this Agreement will be construed as granting or conferring upon the Recipient or its Representatives, any rights by license or otherwise, for any invention, discovery or improvement made, conceived or acquired, prior to or after the date of this Agreement based in whole, or in part, upon Proprietary Information provided to the Recipient or its Representatives hereunder.\n7. Neither Party, nor any of their respective Representatives will, without the prior written consent of the other Party, disclose to any person the fact that the Proprietary Information exists or has been made available, that such Party is considering a proposed Business Arrangement with the other Party, or that discussions or negotiations are taking or have taken place concerning a proposed Business Arrangement or any term condition or other fact relating to a proposed Business Arrangement or such discussions or negotiations, including, without limitation, the status thereof, except if it has received legal advice that such disclosure is reasonably required under then existing circumstances pursuant to any securities or similar laws of any relevant state or country, or rules of any relevant stock exchange or other relevant authority of whatever nature; provided, however, that each Party agrees to use reasonable best efforts to consult with the other before issuing an announcement or a public statement.\n8. In the event that Recipient violates this Agreement or Disclosing Party has reasonable cause to feel that its Proprietary Information is in danger of being disclosed or misused, either Party may at any time, in addition to all other recourse under law, terminate this Agreement and demand and be entitled to the return from Recipient of all Proprietary Information in all existing forms.\n9. It is further understood and agreed that money damages may not be a sufficient remedy for any breach of this Agreement by Recipient and that Disclosing Party shall be entitled to equitable relief, including injunctions and orders for specific performance, as a remedy for any such breach or threatened breach. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement but shall be in addition to all other remedies available at law or equity to Disclosing Party.\n10. Neither Party, nor any of their Representatives or controlling persons within the meaning of Section 20 of the Securities Exchange Act of 1934, as amended, makes any express or implied representation or warranty as to the accuracy or completeness of the Proprietary Information disclosed hereunder, and each Party agrees that no such person will have any liability relating to the Proprietary Information or for any errors therein or omissions therefrom. Each Party further agrees that neither Party shall be entitled to rely on the accuracy or completeness of the Proprietary Information and that each Party will be entitled to rely solely on such representations and warranties as may be included in any definitive agreement with respect to any agreement that may be entered into between the parties hereafter, subject to such limitations and restrictions as may be contained therein.\n11. Each Party agrees that until the expiry of eighteen (18) months from the date of this Agreement, each Party or its parent and affiliated companies (herein, collectively a \"Party\"), will not, and each Party will direct its parent and affiliated companies not to, except with the prior written consent of the other Party (i) purchase, acquire, obtain or hold (or offer or agree to purchase, acquire, obtain or hold) beneficial ownership of any of the securities of the other Party; (ii) make, or in any way participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any of the other Party's securities; (iii) enter into, or agree to enter into or seek or propose any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction involving the other Party; (iv) act, alone or together with any person, to control or influence the management or the Board of Directors or other Party; or (v) advise, encourage, or assist any person in the acquisition of beneficial ownership of any of the other Party's securities or control of the other Party or a significant portion of its significant assets; provided, however, that such restrictions (or the restrictions set forth in the next sentence) shall terminate in the event that a third party publicly commences a tender or exchange offer, or otherwise proposes a merger or business combination transaction, in respect of the other Party and such other Party has (a) exempted such transaction for purposes of Section 203 of the Delaware General Corporation Law, or (b) publicly announced or publicly confirmed that it is engaged in negotiations in connection with such proposed transaction; provided, further, any such termination shall not relieve the parties of any obligations hereunder with respect to the Proprietary Information. Each Party also agrees during such eighteen (18) month period not to (i) request the other Party or its Representatives, directly or indirectly, to amend or waive any provisions of this paragraph (including this sentence) or (ii) take any initiative in respect of the other Party which would, upon the advice of counsel, reasonably require the other Party to make a public announcement regarding the possibility of such Party acquiring, with or without others, control of the other Party whether by means of business combination or otherwise. For purposes of this Section 11, Party shall include its parent and affiliated companies.\n12. If, at any time during the period prior to the time that either Party notifies the other of its decision not to proceed with any Business Arrangement, either Party is approached by, or commences discussions with, any third party concerning its or their participation in a transaction involving the other's securities or a significant portion of its assets or its significant businesses, the contacted Party will promptly inform the other of the nature of such contact and the parties thereto.\n13. This Agreement shall supersede all prior oral and written agreements, communications and documents between the parties with respect to the subject matter hereof and no modification to this Agreement shall be effective unless approved in writing by both parties. A waiver of any term of this Agreement shall, to be effective, be evidenced in writing by the waiving Party. Each Party agrees that, unless and until a definitive agreement between each of the Parties with respect to a Business Arrangement has been executed and delivered, neither of us will be under any legal obligation of any kind whatsoever with respect to any such transaction by the Party's Representatives except, in the case of this Agreement, for the matters specifically agreed to herein. For purposes of this Agreement, the term \"definitive agreement\" shall not include an executed letter of intent or any other preliminary written agreement unless and to the extent it expressly states that it is to be legally binding. The agreement set forth in this paragraph may be modified or waived only by a separate writing by each of us expressly so modifying or waiving such agreement.\n14. Nothing in this Agreement shall grant to either Party the right to make commitments of any kind for or on behalf of the other Party.\n15. The provisions of this Agreement pertaining to Proprietary Information disclosed under this Agreement shall continue and survive for a period of three (3) years after the termination of this Agreement.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.\nCANADIAN NATIONAL RAILWAY COMPANY\nBY: /s/ Jean Pierre Ouellet\nITS: Chief Legal Officer & Corporate\nSecretary\nILLINOIS CENTRAL CORP.\nBY:\nITS:\n", "spans": [ [ 0, 70 ], [ 71, 668 ], [ 669, 677 ], [ 678, 1070 ], [ 1071, 1217 ], [ 1218, 1639 ], [ 1640, 1649 ], [ 1650, 1839 ], [ 1840, 2328 ], [ 2329, 2990 ], [ 2990, 3290 ], [ 3290, 3373 ], [ 3373, 3517 ], [ 3517, 3658 ], [ 3658, 3806 ], [ 3806, 4203 ], [ 4203, 4846 ], [ 4846, 5618 ], [ 5619, 5807 ], [ 5807, 5912 ], [ 5912, 6038 ], [ 6038, 6155 ], [ 6155, 6354 ], [ 6355, 6789 ], [ 6789, 7338 ], [ 7338, 7571 ], [ 7572, 7751 ], [ 7752, 8070 ], [ 8070, 8485 ], [ 8486, 9505 ], [ 9506, 9896 ], [ 9897, 10210 ], [ 10210, 10392 ], [ 10393, 10852 ], [ 10852, 11283 ], [ 11284, 11607 ], [ 11607, 11768 ], [ 11768, 11954 ], [ 11954, 12239 ], [ 12239, 12368 ], [ 12368, 12889 ], [ 12889, 12991 ], [ 12991, 13261 ], [ 13261, 13330 ], [ 13330, 13486 ], [ 13486, 13804 ], [ 13804, 13893 ], [ 13894, 14390 ], [ 14391, 14657 ], [ 14657, 14766 ], [ 14766, 15156 ], [ 15156, 15389 ], [ 15389, 15547 ], [ 15548, 15684 ], [ 15685, 15890 ], [ 15891, 15987 ], [ 15988, 16021 ], [ 16022, 16049 ], [ 16050, 16086 ], [ 16087, 16096 ], [ 16097, 16119 ], [ 16120, 16123 ], [ 16124, 16128 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 24 ] }, "nda-15": { "choice": "Entailment", "spans": [ 23, 28 ] }, "nda-10": { "choice": "Entailment", "spans": [ 29 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 9 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 11, 14 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 10 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 5, 19, 20 ] }, "nda-17": { "choice": "Entailment", "spans": [ 26 ] }, "nda-8": { "choice": "Entailment", "spans": [ 16 ] }, "nda-13": { "choice": "Entailment", "spans": [ 11, 15 ] }, "nda-5": { "choice": "Entailment", "spans": [ 5, 19, 20, 21 ] }, "nda-4": { "choice": "Entailment", "spans": [ 5, 8, 27 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000859119/000095012398001418/0000950123-98-001418.txt" }, { "id": 414, "file_name": "897730_0000950136-98-001457_document_7.txt", "text": "CRANE CO.\n100 FIRST STAMFORD PLACE\nSTAMFORD, CT 06902\nNON-DISCLOSURE AGREEMENT\nLiberty Technologies, Inc.\nAttn: R. Nim Evatt\nLee Park\n555 North Lane, Suite 6000\nConshohocken, PA 19428-2208\nGentlemen:\nCrane Co. is about to enter into discussions and evaluations concerning a possible negotiated transaction involving one or more divisions or subsidiaries of Liberty Technologies, Inc. (the \"Business\"). In connection with these discussions and evaluations, you are furnishing us or our representatives with certain information which may be either non-public, confidential or proprietary in nature. The divisions or subsidiaries are part of the Business. The information furnished to us or our representatives, together with analyses, compilations, forecasts, studies or other documents prepared by us, our agents, representatives (including attorneys, accountants and financial advisors) or employees which contain or otherwise reflect such information or our review of, or interest in, the Business, is hereinafter referred to as the \"Information.\"\nIn consideration of your furnishing us with the Information, we agree that:\n1. The Information will be kept confidential and shall not without your prior written consent, be disclosed by us, or by our agents, representatives or employees, in any manner whatsover, in whole or in part, and shall not be used by us, our agents, representatives or employees, other than in connection with the transaction described above. Moreover, we agree to reveal the Information only to our agents, representatives and employees who need to know the Information for the purpose of evaluating the transaction described above, who are informed by us of the confidential nature of the Information and who shall agree in writing to act in accordance with the terms and conditions of this Agreement. We shall be responsible for any breach of this Agreement by our agents, representatives or employees.\n2. Without your prior written consent, except as required by law, we and our agents, representatives and employees will not disclose to any person or entity the fact that the Information has been made available, that discussions or negotiations are taking place or have taken place concerning a possible transaction involving the Business or any of the terms, conditions or other facts with respect to any such possible transaction, including the status thereof.\n3. We shall keep a record of the written Information furnished to us and of the location of such Information. All copies of the Information, along with our notes on, summaries and compilations of, or excepts from, the Information, except for that portion of the Information which consists of analyses, compilations, forecasts, studies or other documents prepared by us, our agents, representatives or employees, will be returned to you immediately upon your request. That portion of the Information which consists of analyses, compilations, forecasts, studies or other documents prepared by us, our agents, representatives or employees, will be held by us and kept confidential and subject to the terms of this Agreement, or destroyed upon your request, and any oral Information will continue to be subject to the terms of this Agreement. Such destruction will be confirmed in writing to you by us and the person or persons who prepared such documents.\n4. The term Information shall not include such portions of the Information which (i) are or become generally available to the public other than as a result of a disclosure by us, our agents, representatives or employees, or (ii) become available to us on a non-confidential basis from a source (other than you or your agents) which is not prohibited from disclosing such information to us by a legal, contractual or fiduciary obligation to you or (iii) information which we have developed independently through conducting our own competitive business.\n5. Without your prior written consent, we and our Representatives will not communicate with any person or entity that is a party to any agreement with the Business or any possible transaction between us and the Business involving the Business.\n6. Without your prior written consent, we will not for a period of one year from the date hereof directly or indirectly solicit for employment any person who is now employed by you or any of your subsidiaries who is identified by us as a result of our invastigation of the Business.\n7. We acknowledge that you make no express or implied representation or warranty as to the accuracy or completeness of the Information, and you expressly disclaim any and all liability that may be based on the Information, errors therein or omissions therefrom. We agree that we are not entitled to rely on the accuracy or completeness of the Information and that we shall be entitled to rely solely on the representations and warranties made to us by the Business in any final purchase agreement regarding the acquisition.\n8. In the event that we or anyone to whom we transmit the Information pursuant to this Agreement becomes legally compelled to disclose any of the Information, we will provide you with prompt written notice and oral notice so that you may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Business waives compliance with the provisions of this Agreement, we will furnish only that portion of the Information which we are advised by the Business or the Business' attorney we are legally required to furnish and we will exercise the efforts directed by the Business to obtain reliable assurance that confidential treatment will be accorded the Information. All costs for actions taken at the direction of the Business shall be subject to indemnification and reimbursement by the Business.\n9. We agree that, until the expiration of the term of this Agreement pursuant to Paragraph 10 below, neither we nor any of our affiliates, including any person or entity directly or indirectly through one or more intermediaries, controlling us or controlled by or under common control with us, will purchase, offer or agree to purchase any securities or assets of the Business, enter, or agree to enter into any acquisition or other business combination, relating to the Business, or make, or induce any other entity to make or negotiate or otherwise deal with others for a tender or exchange offer of Common Stock of the Business, solicit proxies, votes or consents other than for nonimees selected by the Business' Board of Directors, and proposals recommended by the Business' Board of Directors, or otherwise seek to acquire control of the Business unless such purchase, transaction, offer, agreement or proposal shall have previously been approved by the Board of Directors of the Business.\n10. This Agreement shall expire on December 31, 1999.\n11. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.\n12. We acknowledge that remedies at law may be inadequate to protect against breach of this Agreement and we hereby agree in advance to the granting of injunctive relief in your favor without proof of actual damages.\nVery truly yours,\nCRANE CO.\nBy: /s/ N.S. Evans\n----------------------------------\nPrint Name: N.S. Evans\nTitle: CEO\n-------------------------------\nDate: 3/18/98\n2\n", "spans": [ [ 0, 9 ], [ 10, 34 ], [ 35, 53 ], [ 54, 78 ], [ 79, 105 ], [ 106, 112 ], [ 112, 124 ], [ 125, 133 ], [ 134, 160 ], [ 161, 188 ], [ 189, 199 ], [ 200, 402 ], [ 402, 597 ], [ 597, 653 ], [ 653, 1048 ], [ 1049, 1124 ], [ 1125, 1468 ], [ 1468, 1829 ], [ 1829, 1930 ], [ 1931, 2393 ], [ 2394, 2504 ], [ 2504, 2861 ], [ 2861, 3233 ], [ 3233, 3346 ], [ 3347, 3428 ], [ 3428, 3571 ], [ 3571, 3794 ], [ 3794, 3898 ], [ 3899, 4142 ], [ 4143, 4425 ], [ 4426, 4688 ], [ 4688, 4949 ], [ 4950, 5303 ], [ 5303, 5754 ], [ 5754, 5885 ], [ 5886, 6881 ], [ 6882, 6935 ], [ 6936, 7054 ], [ 7055, 7271 ], [ 7272, 7289 ], [ 7290, 7299 ], [ 7300, 7318 ], [ 7319, 7353 ], [ 7354, 7376 ], [ 7377, 7387 ], [ 7388, 7419 ], [ 7420, 7433 ], [ 7434, 7435 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 19, 28 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 22 ] }, "nda-12": { "choice": "Entailment", "spans": [ 24, 27 ] }, "nda-20": { "choice": "Entailment", "spans": [ 22 ] }, "nda-3": { "choice": "Entailment", "spans": [ 22 ] }, "nda-18": { "choice": "Entailment", "spans": [ 29 ] }, "nda-7": { "choice": "Entailment", "spans": [ 17 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 32 ] }, "nda-13": { "choice": "Entailment", "spans": [ 24, 26 ] }, "nda-5": { "choice": "Entailment", "spans": [ 17 ] }, "nda-4": { "choice": "Entailment", "spans": [ 16 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000897730/000095013698001457/0000950136-98-001457.txt" }, { "id": 415, "file_name": "899240_0000912057-01-007226_a2040095zex-99_9d1.txt", "text": "CONFIDENTIALITY AGREEMENT\nTHIS AGREEMENT (\"Agreement\") is made as of January 31, 2001 by and between Sunglass Hut International, Inc., a Florida corporation (\"Sunglass Hut\"), and Luxottica Group S.p.A, an Italian corporation (\"Luxottica\") (Sunglass Hut and Luxottica are collectively referred to herein as the \"Parties\").\nWHEREAS, the Parties wish to provide for the disclosure of information relating to Sunglass Hut and maintenance of the confidentiality thereof with respect of the evaluation by Luxottica of a possible transaction (the \"Possible Transaction\");\nNOW, THEREFORE, the Parties, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, hereby agree as follows:\n1. DEFINITIONS. The following terms are defined as follows:\n(a) \"Evaluation Material\" means any oral or written information concerning Sunglass Hut, its subsidiaries, business, markets, products, prospects or finances furnished by it (in such capacity, the \"Provider\") or any of its Representatives (as defined below) to Luxottica (in such capacity, the \"Recipient\") or any of its Representatives, except information which: (i) is or becomes generally available to or known by the public (other than as a result of a disclosure directly or indirectly by the Recipient or any of its Representatives who received such information pursuant hereto); (ii) is or becomes available to the Recipient or any of its Representatives on a nonconfidential basis from a source other than the Provider or any of its Representatives; provided, that such source is not and was not bound by a confidentiality agreement with, or other similar obligation to, the Provider of which the Recipient or any of its Representatives are aware; or (iii) has been independently acquired or developed by the Recipient or any of its Representatives without violating any of its obligations under this Agreement.\n(b) A \"Representative\" of a Party includes any officer, director, shareholder, employee, advisor, attorney, consultant or agent of such Party.\n2. USE OF EVALUATION MATERIAL. Any Evaluation Material provided to the Recipient hereunder will be used by the Recipient and its Representatives solely for the purpose of evaluating the Possible Transaction and will not be used by the Recipient in any way detrimental to the Provider or its stockholders. The Recipient will maintain the strict confidentiality of any Evaluation Material provided to it or any of its Representatives by the other Party or any of the other Party's Representatives and will not disclose any part of it to any other person; provided, however, that it may disclose any such Evaluation Material or portions thereof to those of its Representatives who need to know such information in order to assist the Recipient in evaluating the advisability of entering into the Possible Transaction and it may disclose any such Evaluation Material in accordance with Paragraph 5 hereof.\n3. REPRESENTATIVES. The Recipient will (a) provide the other Party with a list of its Representatives who are given access to any Evaluation Material, (b) inform each such Representative of the terms of this Agreement, and (c) obtain the agreement of each such Representative to abide by the terms of this Agreement. Each Party will be responsible for any breach of this Agreement by any of its Representatives.\n4. INDEMNIFICATION. Each Party will indemnify, defend and hold harmless the other Party from and against any and all damages, losses, liabilities and costs that any other Party may sustain or incur as a result of any breach of this Agreement by such Party or any of its Representatives.\n5. SUBPOENAS, ETC. If the Recipient or any of its Representatives becomes required by law or applicable legal process (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any Evaluation Material furnished by the Provider, the Recipient will provide the Provider with prompt prior written notice of such requirement and the terms of and circumstances surrounding such requirement so that the Provider may seek an appropriate protective order or other remedy, or waive compliance with the terms of this Agreement, and the Recipient will provide such cooperation with respect to obtaining a protective order or other remedy as the Provider may reasonably request. If such protective order or other remedy is not obtained, or if the Provider is required to waive compliance with the provisions hereof, Recipient will furnish only that portion of such Evaluation Material which, as it is advised in a written opinion by its counsel, is legally required to furnish and will exercise all reasonable efforts to obtain an order or other reasonable assurance that confidential treatment, if available, will be accorded such Evaluation Material.\n6. TERMINATION. If any Party decides that it does not wish to proceed with a Possible Transaction, it will promptly advise the other Parties of that decision. In such event, the Recipient promptly will return to the Provider all copies of any Evaluation Material in its possession or in the possession of any of its Representatives furnished by such Provider or any of its Representatives, and the Recipient will destroy all analyses, compilations, studies or other documents prepared by it or any of its Representatives or for their use containing or reflecting any Evaluation Material, whether in digital, written or other form. Any destruction required pursuant to this Paragraph 6 will be certified in writing to the Provider by an authorized officer supervising such destruction.\n7. NON-DISCLOSURE. Without the prior written consent of the other Party, each Party will not, and will direct its Representatives not to, disclose to any person that any investigations, discussions or negotiations are taking place concerning a Possible Transaction, that such Party has requested or received Evaluation Material from the other Party, or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof.\n8. NO SOLICITATION OF EMPLOYEES. Each Party covenants that for a period of two (2) years following the date of this Agreement, such Party will not, directly or indirectly, solicit for employment or hire any employee of the other Party or any of the other Party's subsidiaries with whom such Party has had contact or who became known to such Party in connection with its consideration of the Possible Transaction; provided, however, that the foregoing provision will not prevent a Party from employing any employee of the other Party who contacts the prospective employer Party on his or her own initiative without any direct or indirect solicitation by or encouragement from the prospective employer Party, or prevent a general solicitation conducted in the ordinary course of business and not directed specifically at the employees of the other Party.\n9. ACCURACY OF MATERIALS. The Provider does not make any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Materials provided or to be provided by it or any of its Representatives. Neither the Provider nor any of its Representatives will have any liability to the Recipient or any person resulting from the Recipient's use of any Evaluation Material provided by the Provider or any of its Representatives or the contents thereof or from any action taken or any inaction occurring in reliance thereon.\n10. NO COMMITMENT. No contract or agreement providing for any transaction or other arrangement between the Parties exists. Neither Party nor any of their respective stockholders or owners will have any legal obligation of any kind whatsoever with respect to any transaction or other arrangement by virtue of this Agreement or any other written or oral expression with respect to any transaction or other arrangement except, in the case of this Agreement, for the matters specifically agreed to herein. Each Party will be free to conduct or terminate the process whereby it may enter into any transaction or other arrangement as such Party in its sole discretion will determine. No Party will have any claims whatsoever against the other Party or any of the other Party's Representatives arising out or relating to any transaction or other arrangement. Neither this Paragraph 10 nor any other provision in this Agreement can be waived or amended except by written consent of both Parties.\n11. COMPLIANCE WITH SECURITIES LAWS. Each Party acknowledges that it is aware (and that its Representatives who are apprised of a Proposed Transaction have been, or upon being so apprised will be, advised) of the restrictions imposed by certain securities laws on a person possessing material non-public information about certain companies and agrees to comply with such laws.\n12. EQUITABLE REMEDIES. The Parties acknowledge that money damages are an inadequate remedy for breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, each Party will be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Agreement by the other Party or any of its Representatives, in addition to all other remedies available to such Party at law or in equity.\n13. NO WAIVERS. No failure or delay by either Party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.\n14. INTEGRATION. This Agreement embodies the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, agreements and understandings among the Parties with respect to the subject matter hereof.\n15. MISCELLANEOUS. This Agreement is for the benefit of the Parties and will be governed by and construed in accordance with the laws of the State of Florida. All Parties' obligations under this Agreement will expire one year from the date of this Agreement. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect and will in no way be affected, impaired or invalidated.\nIN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first hereinabove written.\nSUNGLASS HUT INTERNATIONAL, INC.\nBy: /s/ James N. Hauslein\n---------------------------------------\nJames N. Hauslein\nChairman of the Board\nLUXOTTICA GROUP S.P.A.\nBy: /s/ Leonardo Del Vecchio\n----------------------------------------\nLeonardo Del Vecchio\nChairman\n4\n", "spans": [ [ 0, 25 ], [ 26, 239 ], [ 239, 321 ], [ 322, 564 ], [ 565, 751 ], [ 752, 768 ], [ 768, 811 ], [ 812, 1176 ], [ 1176, 1398 ], [ 1398, 1771 ], [ 1771, 1931 ], [ 1932, 2074 ], [ 2075, 2106 ], [ 2106, 2380 ], [ 2380, 2976 ], [ 2977, 2997 ], [ 2997, 3016 ], [ 3016, 3128 ], [ 3128, 3200 ], [ 3200, 3294 ], [ 3294, 3388 ], [ 3389, 3409 ], [ 3409, 3675 ], [ 3676, 3695 ], [ 3695, 4407 ], [ 4407, 4880 ], [ 4881, 4897 ], [ 4897, 5040 ], [ 5040, 5512 ], [ 5512, 5665 ], [ 5666, 5685 ], [ 5685, 6134 ], [ 6135, 6168 ], [ 6168, 6987 ], [ 6988, 7014 ], [ 7014, 7220 ], [ 7220, 7539 ], [ 7540, 7559 ], [ 7559, 7663 ], [ 7663, 8042 ], [ 8042, 8218 ], [ 8218, 8392 ], [ 8392, 8527 ], [ 8528, 8565 ], [ 8565, 8904 ], [ 8905, 8929 ], [ 8929, 9157 ], [ 9157, 9455 ], [ 9456, 9472 ], [ 9472, 9756 ], [ 9757, 9774 ], [ 9774, 10036 ], [ 10037, 10056 ], [ 10056, 10196 ], [ 10196, 10296 ], [ 10296, 10623 ], [ 10624, 10733 ], [ 10734, 10766 ], [ 10767, 10792 ], [ 10793, 10832 ], [ 10833, 10850 ], [ 10851, 10872 ], [ 10873, 10895 ], [ 10896, 10924 ], [ 10925, 10965 ], [ 10966, 10986 ], [ 10987, 10995 ], [ 10996, 10997 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 27, 28 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 31 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 7, 10 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 7 ] }, "nda-18": { "choice": "Entailment", "spans": [ 33 ] }, "nda-7": { "choice": "Entailment", "spans": [ 11, 14 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 24 ] }, "nda-13": { "choice": "Entailment", "spans": [ 7, 10 ] }, "nda-5": { "choice": "Entailment", "spans": [ 11, 14 ] }, "nda-4": { "choice": "Entailment", "spans": [ 13 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000899240/000091205701007226/0000912057-01-007226.txt" }, { "id": 416, "file_name": "900091_0001047469-97-003029_document_4.txt", "text": "NON-DISCLOSURE AGREEMENT\nThis Agreement made and entered into this 10th day of July, 1996 (\"Effective Date\"), by and between SHARP CORPORATION, a Japanese corporation, having its principal place of business at 22-22, Nagaike-cho, Abeno-ku, Osaka, Japan (hereinafter called \"Sharp\") and Hybrid Networks, Inc., an American corporation, having its principal place of business at 10161 Bubb Road, Cupertino, California 95014-4167 (hereinafter called \"Hybrid Networks\").\nWITNESSETH:\nWHEREAS, Sharp and Hybrid Networks both have as their purpose an interest in exploring a possible business relationship and in order for the parties to explore this relationship, it may be necessary for the parties to disclose certain of their proprietary and other information to each other, which information each of the parties regards as confidential. This confidential information relates to Cable Data Modem.\nNOW, THEREFORE, the parties hereto agree as follows:\n1. (a) All of the confidential information (hereinafter \"Confidential Information\"), including, without limitation, all information relating to business plans, financial or technical matters, trade secrets, designs, know-how, inventions, operations and any other information received or acquired by one party (\"Receiving Party\") from the other (\"Disclosing Party\") in the course of exploring the possible business relationship shall be in written form and marked \"Confidential,\" with the name of the Disclosing Party and the date of disclosure. If the Confidential Information is initially disclosed orally, it shall be reduced to written form by the Disclosing Party (including the date of the oral disclosure and name of the Disclosing Party) and presented or mailed to the Receiving Party within fifteen (15) days of the first oral disclosure.\n(b) The Confidential Information shall remain the property of the Disclosing Party.\n(c) All information disclosed which is not marked \"Confidential,\" or not reduced to written form and marked \"Confidential\" if initially disclosed orally shall be considered to be non-confidential and shall not be subject to the obligations imposed by this Agreement. All Confidential Information disclosed under this Agreement shall be limited to the subject matter mentioned in the Recital. The existence and terms of this Agreement shall be treated as Confidential Information.\n2. The Receiving Party shall:\n(a) hold the Confidential Information in confidence and not disclose it to third parties, except in the limited cases referred to in paragraph \"6\"; and\n(b) not use the Confidential Information for any purpose other than exploring or examining the possibility of a business relationship between the parties.\n3. Either party hereto shall have the right, at any time, to terminate in writing and discussions and exchange of information in connection with the exploration of the possibilities of a business relationship between the parties without any further obligations or liabilities to the other party, other than the obligations of confidentiality hereunder, or any right or obligation relating to the Confidential Information hereunder.\n4.(i) The obligations of the above paragraph \"2\" shall not apply to any information which:\n(a) is available to the public through no breach of this Agreement by the Receiving Party; or\n(b) was in the possession of the Receiving Party prior to receipt from the Disclosing Party; or\n(c) is received independently from a third party who is free to disclose such information to the Receiving Party; or\n(d) is subsequently independently developed by the Receiving Party; or\n(e) has been or is made public by the Disclosing Party, such as by commercial use or sale or by publications or patents, or otherwise; or\n(f) is approved for release by written consent of the Disclosing Party.\n(ii) Disclosure of Confidential Information shall not be precluded if such disclosure is pursuant to the requirement or request of a governmental agency or by operation of law. Provided, however, the Receiving Party shall promptly give a written notice to the Disclosing party so that the Disclosing Party may seek an appropriate protective order.\n5. All Confidential Information delivered to and/or in the possession of the Receiving Party shall be returned or delivered to the Disclosing Party, with all copies made thereof, in whatever form, if the Disclosing Party so requests.\n6. The Receiving Party agrees that the Confidential Information shall be disclosed to only those people within its respective organizations or its agents, consultants, representatives or advisors who have a need to know the information and who are obligated under terms no less restrictive than those imposed by this Agreement on the Receiving Party.\n7. Each party shall have the right to refuse to accept any information under this Agreement, and nothing herein shall obligate either party to disclose to the other party any particular information. Further, each party acknowledges that no contract or agreement providing for a business relationship, of any nature, shall be deemed to exist unless and until a final definitive agreement has been executed and delivered.\n8. If any official approval is required by a government authority or disclose the Confidential Information hereunder, such disclosure is subject to that approval. Both parties shall comply in all respects with applicable laws, regulations and court orders, including but not limited to laws and regulations on export control, in both parties' countries and other applicable countries.\n9. Disclosure of any information under this Agreement, or otherwise, shall not be construed as granting, directly or by implication, any license under or interest of any kind in any patent, patent application, copyright or other intellectual property rights.\n10. The Disclosing Party represents and warrants that it has the right to disclose the information disclosed under the terms of this Agreement and that disclosure of this information does not conflict with the terms of any agreement between the Disclosing Party and a third party.\n11. The parties hereto shall not be obligated to compensate each other for the disclosure and/or use pursuant to the terms of this Agreement of any information exchanged in connection with this Agreement or the discussions between the parties.\n12. This Agreement supersedes all prior agreements, understandings, representations and statements, whether oral or written, between the parties relating to the disclosure of the Confidential Information. The terms of this Agreement may not be changed except by subsequent written agreement duly signed by an officer of each of the parties.\n13. Subject to Paragraph \"4\" hereof, the obligation of the Receiving Party provided in Paragraph \"2\" hereof shall continue for three (3) years from the date of each receipt of the Confidential Information, even after termination of this Agreement according to paragraph \"3\" hereof.\n14. This Agreement shall be governed, construed and interpreted in accordance with the laws of Japan.\n15. The Receiving Party acknowledges that remedies of damages may be inadequate to protect against breach of this Agreement and the Receiving Party agrees in advance to the granting of injunctive or other equitable relief to the Disclosing Party in addition to any other remedy which may be available to the Disclosing Party.\n16. The Disclosing Party does not make any representation or warranty, except as may be specifically provided in writing, as to the accuracy or completeness of the Confidential Information, or as to its utility or suitability for any purpose of the Receiving Party and the Disclosing Party expressly disclaims any right of the Receiving Party to rely thereon, or any liability to the Receiving Party resulting from the use of the Confidential Information.\nIN WITNESS WHEREOF, the parties by their duly authorized representatives have executed this Agreement as of the Effective Date first set forth above.\nHYBRID NETWORKS, INC. SHARP CORPORATION\nBy: /s/ Carl S. Ledbetter By: /s/ Akira Mitarai\n---------------------------- -----------------------------\nTyped Name: Carl S. Ledbetter Typed Name: Akira Mitarai\n-------------------- --------------------\nTitle: President & CFO Title: Corporate Director\n------------------------- -------------------------\nDate: 10 July, 1996 Date: 10 July 1996\n------------------------- -------------------------\n4\n", "spans": [ [ 0, 24 ], [ 25, 465 ], [ 466, 477 ], [ 478, 834 ], [ 834, 892 ], [ 893, 945 ], [ 946, 949 ], [ 949, 1491 ], [ 1491, 1792 ], [ 1793, 1876 ], [ 1877, 2144 ], [ 2144, 2269 ], [ 2269, 2356 ], [ 2357, 2386 ], [ 2387, 2538 ], [ 2539, 2693 ], [ 2694, 3125 ], [ 3126, 3128 ], [ 3128, 3216 ], [ 3217, 3310 ], [ 3311, 3406 ], [ 3407, 3523 ], [ 3524, 3594 ], [ 3595, 3732 ], [ 3733, 3804 ], [ 3805, 3837 ], [ 3837, 3982 ], [ 3982, 4152 ], [ 4153, 4386 ], [ 4387, 4737 ], [ 4738, 4937 ], [ 4937, 5157 ], [ 5158, 5321 ], [ 5321, 5542 ], [ 5543, 5801 ], [ 5802, 6082 ], [ 6083, 6326 ], [ 6327, 6532 ], [ 6532, 6667 ], [ 6668, 6693 ], [ 6693, 6949 ], [ 6950, 7051 ], [ 7052, 7377 ], [ 7378, 7833 ], [ 7834, 7983 ], [ 7984, 8006 ], [ 8006, 8023 ], [ 8024, 8071 ], [ 8072, 8101 ], [ 8101, 8130 ], [ 8131, 8186 ], [ 8187, 8208 ], [ 8208, 8228 ], [ 8229, 8277 ], [ 8278, 8304 ], [ 8304, 8329 ], [ 8330, 8368 ], [ 8369, 8395 ], [ 8395, 8420 ], [ 8421, 8422 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 9, 34 ] }, "nda-10": { "choice": "Entailment", "spans": [ 12 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-1": { "choice": "Entailment", "spans": [ 7, 10 ] }, "nda-19": { "choice": "Entailment", "spans": [ 39, 40 ] }, "nda-12": { "choice": "Entailment", "spans": [ 18, 22 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 28 ] }, "nda-3": { "choice": "Entailment", "spans": [ 7, 8, 10 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 29 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 25, 26, 27 ] }, "nda-13": { "choice": "Entailment", "spans": [ 18, 21 ] }, "nda-5": { "choice": "Entailment", "spans": [ 29 ] }, "nda-4": { "choice": "Entailment", "spans": [ 13, 15 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000900091/000104746997003029/0001047469-97-003029.txt" }, { "id": 417, "file_name": "912592_0000929624-98-000842_document_20.txt", "text": "NON-COMPETITION AND NON-DISCLOSURE AGREEMENT\nTHIS NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (this \"Agreement\") is made as of April 2, 1998, by and between RENAISSANCE GOLF PRODUCTS, INC., a Delaware Corporation (\"Renaissance\"), and the WORLD GOLF FEDERATION, INC. (\"Corporation\"), a Texas corporation, and JOSEPH P. CONNORS, an individual, WILLIAM PETMECKY, an individual, KIP GUNDRY, an individual, and TROY HORTON, an individual (collectively referred to as the \"Undersigneds\").\nThis Agreement is entered into with reference to the following facts:\nA. The Corporation has been engaged in the business of designing, developing, organizing, and managing golfing events as well as marketing its events through a network of independent distributors (the \"Business\").\nB. Pursuant to the Asset Purchase Agreement of April 2, 1998, by and among the Corporation, Joseph P. Connors, William Petmecky, Kip Gundry, and Troy Horton, shareholder and/or employees of or distributors for the Corporation, and the Purchaser (the \"Purchase Agreement\"), the Purchaser is purchasing substantially all of the assets of the Corporation and the business of the Corporation as a going concern.\nC. The Undersigneds the Corporation and a shareholder of the Corporation, and will derive substantial benefit from the transactions contemplated by the Purchase Agreement.\nD. As a result of the Undersigneds' prior business activities and prior association with and/or employment by the Corporation, the Undersigneds have detailed knowledge and posses confidential information concerning the business and operations of the Corporation.\nE. After the closing of the transaction contemplated in the Purchase Agreement, Connors, Petmecky, Gundry, and Horton desire to continue to engage in the Business, subject, however, to the terms, conditions, and limitations set forth in this Agreement.\nF. In order to induce the Purchaser to consummate the transactions contemplated by the Purchase Agreement, the Undersigneds have agreed and the Purchaser has required the Undersigneds to enter into this Agreement.\nNOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:\n1. RESTRICTIVE COVENANTS.\n1.1 The Undersigneds acknowledge and agree that: (i) the business contacts, customers, suppliers, technology, know-how, trade secrets, marketing and distribution techniques, and other aspects of the business of the Corporation have been of value to the Corporation, and have provided the Corporation (and will hereafter provide the Purchaser) with substantial competitive advantage in the operation of its business, and (ii) by virtue of their previous relationships with the Corporation as officers, managers, Shareholders, employees, and/or affiliates, the Undersigneds have detailed knowledge and possess confidential information concerning the business and operations of the Corporation.\n1.2 It is hereby agreed that none of the Undersigneds shall, directly, or indirectly, for itself or themselves, or through or on behalf of any other person or entity including, without limitation, family members, trusts, or other business or estate planning arrangements engage in the following:\n(a) at any time, divulge, transmit, or otherwise disclose or cause to be divulged, transmitted, or otherwise disclose, any business contacts, client, distributor, or customer lists, technology, know-how, traded secrets, marketing techniques, supplier contacts, contracts, or other confidential or proprietary information of the Corporation of whatever nature existing on or prior to the date hereof (provided, however, that for purposes hereof, information shall not be considered to be confidential or proprietary if (i) it is a matter of common knowledge or public record, (ii) it is generally known in the industry in which the Business is engaged, or (iii) the Undersigneds can demonstrate that such information was already known to the recipient thereof other than by reason of any breach of any obligation under this Agreement or any other confidentiality or non-disclosure agreement);\n(b) at any time during the period of the Purchase Agreement and for two years following the termination of the Purchase Agreement for any reason (the \"Restrictive Period\"), invest, carry on, engage, or become involved, either as an employee, agent, advisor, officer, director, stockholder (excluding ownership of not more than 3% of the outstanding shares of a publicly held Corporation if such ownership does not involve managerial or operational responsibility), manager, partner, joint venture, participant, or consultant, in any business enterprise (other than the Purchaser or any of its subsidiaries, affiliates, successors, or assigns) which (i) is located or operating, or soliciting customers located in the United States of America or any other country in which Purchaser sells products, and (ii) is or becomes, at any time during the Restrictive Period, engaged in the manufacture, assembly, sale, marketing, advertising, and distribution of golf balls or any golf related products. For purposes of this Agreement, golf related products shall mean products that are marketed or sold by Purchaser; and\n(c) at any time during the Restrictive Period initiate contact with any employee, consultant, or independent contractor of Purchaser for the purpose of hiring away such employee, consultant, or independent contractor from Purchaser, or solicit customers of the Purchasers.\n2. CORPORATE AND TRADE NAMES.\nFrom and after the date hereof, the Undersigneds will not utilize the name \"The World Golf Tour,\" or any confusingly similar name in connection with any business activities from and after the date hereof.\n3. CONSIDERATION.\nIn consideration for the covenants contained herein, the Purchaser has agreed to enter into the Asset Purchase Agreement to be executed in conjunction with this Agreement.\n4. REMEDIES.\n4.1 In the event of a breach of this Agreement by any either of the Undersigneds, the precise amount of damages that may be suffered by the Purchaser of reason of such breach may be difficult to ascertain; accordingly, the parties hereby agree that, as liquidated damages (and not as a penalty) in respect of any such breach, the Purchaser, in its sole discretion, may choose to demand the sum of $20,000 as the sole and exclusive damages for the breach. The parties agree that the foregoing provision for liquidated damages, if chosen by Purchaser, constitutes a fair and reasonable estimate of the actual damages that might be suffered by reason of a breach of this Agreement by the Undersigneds. Alternatively, and in lieu of its right to demand liquidated damages as aforesaid, the Purchaser may elect to pursue and recover all actual damages, incurred by the Purchaser as a result of such breach, insofar as they can be determined.\n4.2 The Undersigneds and the Purchaser hereby further acknowledge and agree that any breach by either of the Undersigneds, directly or indirectly, of the foregoing restrictive covenants will cause the Purchaser irreparable injury for which there is not adequate remedy at law. Accordingly, each of the Undersigneds expressly agrees that, in the event of any such breach or any threatened breach hereunder by any of the Undersigneds, directly or indirectly, the Purchaser shall be entitled, in addition to any and all other remedies available (including but not limited to the damages provided for in paragraph 4.1 above), to seek and obtain injunctive and/or other equitable relief to require specific performance of or prevent, restrain, and/or enjoin a breach under the provisions of this Agreement.\n5. MISCELLANEOUS.\n5.1 Governing Law. This Agreement shall be construed under and governed by the laws of the State of Utah without regard to any conflict of law provisions.\n5.2 Assignment. The benefits and obligations of any party to this Agreement may not be assigned, except upon the written consent of the other party. This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties named herein and their respective successors and assigns.\n5.3 Entire Agreement. This Agreement and the documents and other agreements referenced herein contain the entire Agreement between the parties with respect to the subject matter hereof; all representations, promises, and prior or contemporaneous understandings between the parties with respect to the subject matter hereof, are merged into and expressed in this Agreement and such documents and other agreements; and any and all prior agreements between the parties with respect to the subject matter hereof are hereby canceled.\n5.4 Amendment. This Agreement may be amended, modified, or supplemented only by an instrument in writing signed by the parties to this Agreement.\n5.5 Notices. All notices, requests, demands, and other communications hereunder shall be deemed to have been duly given on the date received if personally delivered, telecopied, or mailed by commercial express mail service:\nTO UNDERSIGNEDS: WORLD GOLF FEDERATION, INC.\n5555 North Lamar Blvd., Suite L-137\nAustin, Texas 78751\nAttn: Joseph P. Connors\nJoseph P. Connors, William Petmecky\nKip Gundry, Troy Horton\n5555 North Lamar Blvd., Suite L-137\nAustin, Texas 78751\nTO PURCHASER: RENAISSANCE GOLF PRODUCTS, INC.\n12187 South Business Park Drive, Suite 100\nDraper, Utah 84020\nAttn: John Hewlett\nor to such other address or telecopier number which either party may notify the other party as provided above.\n5.6 Headings. The headings of the Sections of this Agreement are for the convenience of reference only, and do not form a part hereof, and in no way modify, interpret, or construe the meanings of the parties.\n5.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one Agreement.\n5.8 Waiver; Severability. The failure of any of the parties to this Agreement to require the performance of term or obligation under this Agreement or the waiver by any of the parties to this Agreement of any breach hereunder shall not prevent subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach hereunder. In case any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein.\n5.9 Dispute Resolution. Any controversy, claim, or dispute among the parties hereto arising out of or related to this Agreement or the breach hereto, which cannot be settled amicably by the parties, shall be submitted for mediation in Salt Lake City, Utah. In the event mediation is unsuccessful, the parties consent to the exclusive jurisdiction of an appropriate court within Salt Lake County, State of Utah, to hear and decide any controversy, claim, or dispute hereunder. The prevailing party in any legal action shall be entitled to recover its reasonable attorneys' fees and costs, as determined by the trial court.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.\nPURCHASER: UNDERSIGNED:\nRENAISSANCE GOLF PRODUCTS, INC. WORLD GOLF TOUR, INC.\na Delaware corporation a Texas corporation\n/s/ John B. Hewlett /s/ Joseph P. Connors\nBy:_______________________ By:_______________________\nJohn B. Hewlett, Joseph P. Connors,\nChief Executive Officer President\nUNDERSIGNED INDIVIDUALS:\n/s/ Joseph P. Connors /s/ William Petmecky\n___________________________ _______________________\nJOSEPH P. CONNORS WILLIAM PETMECKY\n/s/ Kip Gundry /s/ Troy Horton\n___________________________ _______________________\nKIP GUNDRY TROY HORTON\n4\n", "spans": [ [ 0, 44 ], [ 45, 267 ], [ 267, 483 ], [ 484, 553 ], [ 554, 767 ], [ 768, 1175 ], [ 1176, 1347 ], [ 1348, 1610 ], [ 1611, 1863 ], [ 1864, 2077 ], [ 2078, 2307 ], [ 2308, 2333 ], [ 2334, 2338 ], [ 2338, 2383 ], [ 2383, 2754 ], [ 2754, 3025 ], [ 3026, 3030 ], [ 3030, 3321 ], [ 3322, 3840 ], [ 3840, 3897 ], [ 3897, 3977 ], [ 3977, 4213 ], [ 4214, 4863 ], [ 4863, 5016 ], [ 5016, 5208 ], [ 5208, 5325 ], [ 5326, 5598 ], [ 5599, 5628 ], [ 5629, 5833 ], [ 5834, 5851 ], [ 5852, 6023 ], [ 6024, 6036 ], [ 6037, 6041 ], [ 6041, 6492 ], [ 6492, 6736 ], [ 6736, 6973 ], [ 6974, 6978 ], [ 6978, 7251 ], [ 7251, 7775 ], [ 7776, 7793 ], [ 7794, 7813 ], [ 7813, 7948 ], [ 7949, 7965 ], [ 7965, 8098 ], [ 8098, 8262 ], [ 8263, 8285 ], [ 8285, 8791 ], [ 8792, 8807 ], [ 8807, 8937 ], [ 8938, 8951 ], [ 8951, 9161 ], [ 9162, 9206 ], [ 9207, 9242 ], [ 9243, 9262 ], [ 9263, 9286 ], [ 9287, 9322 ], [ 9323, 9346 ], [ 9347, 9382 ], [ 9383, 9402 ], [ 9403, 9448 ], [ 9449, 9491 ], [ 9492, 9510 ], [ 9511, 9529 ], [ 9530, 9640 ], [ 9641, 9655 ], [ 9655, 9849 ], [ 9850, 9868 ], [ 9868, 10020 ], [ 10021, 10047 ], [ 10047, 10373 ], [ 10373, 10774 ], [ 10775, 10799 ], [ 10799, 11032 ], [ 11032, 11251 ], [ 11251, 11396 ], [ 11397, 11497 ], [ 11498, 11521 ], [ 11522, 11554 ], [ 11554, 11575 ], [ 11576, 11618 ], [ 11619, 11660 ], [ 11661, 11688 ], [ 11688, 11714 ], [ 11715, 11750 ], [ 11751, 11784 ], [ 11785, 11809 ], [ 11810, 11852 ], [ 11853, 11881 ], [ 11881, 11904 ], [ 11905, 11939 ], [ 11940, 11970 ], [ 11971, 11999 ], [ 11999, 12022 ], [ 12023, 12045 ], [ 12046, 12047 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 17, 18 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 17, 26 ] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 17, 18 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000912592/000092962498000842/0000929624-98-000842.txt" }, { "id": 418, "file_name": "912643_0001045969-00-000244_document_3.txt", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\n(FieldWorks, Inc. disclosing and receiving information)\nThis Agreement is made as of the date of execution by FieldWorks (\"Execution Date\"), by and between FieldWorks, INC., a Minnesota Corporation, (hereinafter \"FieldWorks\"), located at 7631 Anagram Drive, Eden Prairie, MN 55344-7310, Phone 612/974-7000, Fax 612/974-7099 and\nCompany:\n-------------------------------------------\nAddress:\n--------------------------------------------------------------------------------------\nTelephone: Voice:\nFAX:\n(hereinafter the \"COMPANY\").\nWHEREAS, FieldWorks has and may acquire certain company confidential information which it desires to disclose to COMPANY, and COMPANY is willing to accept such information confidentially and as limited herein; and,\nWHEREAS COMPANY, has and may acquire certain company confidential information which it desires to disclose to FieldWorks, and FieldWorks is willing to accept such information confidentially and as limited herein:\nNOW, THEREFORE, the parties agree as follows:\n\"Confidential information\" is any information disclosed in any form whatsoever, tangible or intangible including, but not limited to, a device, sample, material, product, graphic, printed, written, drawing, chart, diagram, sketch, notes, figure, machine-recognizable form including data stored in electronic storage devices of all types, or other tangible form, audio disks, tapes and cassettes, video disks, tapes and cassettes, electronic transmission of all types, including radio, television, satellite, cable, telephone, or information disclosed orally or visually, or information disclosed in other forms, or information disclosed in other forms developed in the future to the receiving party (either COMPANY or FieldWorks) areas and that is marked, designated, labeled or identified at the time of disclosure as being confidential or its equivalent.\nConfidential information that is disclosed orally will be confirmed in writing by the disclosing party within thirty (30) days after such disclosure. The parties agree that such written confirmation when mailed by the disclosing party, will form a part of this Agreement.\n1.1. It is agreed that confidential information may include information which is acquired by the disclosing party based at least in part on the disclosing party's testing, evaluating, or analyzing certain goods, samples, products, devices, equipment or apparatus which may be provided by the receiving party.\n2. Unless otherwise expressly authorized by the disclosing party, the receiving party agrees to retain the confidential information in confidence for the \"Confidential Period\" defined in paragraph number 3 below, during which period the receiving party shall not disclose the confidential information to any third party, and shall not use the confidential information for any purpose other than the aforesaid purposes.\n2.1. Further, the receiving party agrees to use at least the same degree of care to avoid disclosure of such confidential information as the receiving party uses with respect to its own proprietary or confidential information of like importance.\n3. The \"Confidential Period\" shall mean two (2) years from the date of receipt of the confidential information or until such time as the information no longer qualifies as confidential information pursuant to paragraph number 5 below.\n4. The receiving party shall limit dissemination of the confidential information to such of its employees or agents who have a need to know for the aforesaid purposes.\n4.1. Further, the receiving party agrees to instruct all such employees and agents not to disclose such confidential information to third parties. Each such employee and agent shall be individually bound by this Agreement.\n5. Notwithstanding any other provisions of this Agreement, confidential information shall not include any information which:\n(a) Is or becomes publicly known through no wrongful act of the receiving party; or\n(b) Is, at the time of disclosure under this Agreement, already known to the receiving party without restriction on disclosure; or\n(c) Is, or subsequently becomes, rightfully and without breach of this Agreement, in the receiving party's possession without any obligation restricting disclosure; or\n(d) Is independently developed by the receiving party without breach of this Agreement; or\n(e) Is explicitly approved for release by written authorization of the disclosing party.\n6. All confidential information shall remain the property of the disclosing party. Further, the receiving party agrees to return to the disclosing party, upon request, any information disclosed in any tangible form, all copies thereof, containing any of the confidential information referred to in paragraph number 1 above.\n7. It is agreed that nothing in this Agreement shall be construed as granting to the receiving party any rights, by license or otherwise, in the confidential information except to use the information as expressly authorized by this Agreement.\n7.1. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall not be assignable by either party without the written consent of the other party, and any purported assignment not permitted hereunder shall be void. This document constitutes the entire agreement between the parties with respect to the subject matter hereof, and shall supersede all previous communications, representations, understandings and agreements, whether oral or written, between the parties or any official or representative thereof.\n8. Each party hereby affirms that it is not prohibited by the Office of Export Administration for the U.S. Department of Commerce from receiving technical information, know-how, data or other information and each party agrees not to export such information, or products incorporating it, to any prohibited country.\nIN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives below\nFieldWorks Incorporated\n------------------------------------------------ -------------------------------------------------\n(name of COMPANY)\n------------------------------------------------ -------------------------------------------------\n(signature of Authorized Representative) (signature of Authorized Representative)\n------------------------------------------------ -------------------------------------------------\n(print Authorized Representative name) (print Authorized Representative name)\n------------------------------------------------ -------------------------------------------------\n(title) (title)\n------------------------------------------------ -------------------------------------------------\n(Execution Date) (date)\n", "spans": [ [ 0, 31 ], [ 32, 87 ], [ 88, 359 ], [ 360, 368 ], [ 369, 412 ], [ 413, 421 ], [ 422, 508 ], [ 509, 526 ], [ 527, 531 ], [ 532, 560 ], [ 561, 775 ], [ 776, 988 ], [ 989, 1034 ], [ 1035, 1891 ], [ 1892, 2042 ], [ 2042, 2163 ], [ 2164, 2472 ], [ 2473, 2891 ], [ 2892, 3137 ], [ 3138, 3372 ], [ 3373, 3540 ], [ 3541, 3688 ], [ 3688, 3763 ], [ 3764, 3888 ], [ 3889, 3972 ], [ 3973, 4103 ], [ 4104, 4271 ], [ 4272, 4362 ], [ 4363, 4451 ], [ 4452, 4535 ], [ 4535, 4775 ], [ 4776, 5018 ], [ 5019, 5146 ], [ 5146, 5317 ], [ 5317, 5611 ], [ 5612, 5926 ], [ 5927, 6047 ], [ 6048, 6071 ], [ 6072, 6121 ], [ 6121, 6170 ], [ 6171, 6188 ], [ 6189, 6238 ], [ 6238, 6287 ], [ 6288, 6369 ], [ 6370, 6419 ], [ 6419, 6468 ], [ 6469, 6546 ], [ 6547, 6596 ], [ 6596, 6645 ], [ 6646, 6661 ], [ 6662, 6711 ], [ 6711, 6760 ], [ 6761, 6784 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 29, 31 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 13 ] }, "nda-1": { "choice": "Entailment", "spans": [ 13 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 23, 27 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 30 ] }, "nda-3": { "choice": "Entailment", "spans": [ 13, 14 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 20 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 23, 26 ] }, "nda-5": { "choice": "Entailment", "spans": [ 20 ] }, "nda-4": { "choice": "Entailment", "spans": [ 17 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000912643/000104596900000244/0001045969-00-000244.txt" }, { "id": 419, "file_name": "913949_0000950149-96-000782_document_6.txt", "text": "PROPRIETARY INFORMATION NON-DISCLOSURE AGREEMENT\nThis Agreement is made this __day of ____, 1995 by and between Ingram Micro Inc., a California corporation with its business at 1600 East St. Andrew Place, Santa Ana, CA 92799-5125 (\"Ingram\"), and Macromedia, Inc., a California corporation, with its business at 600 Townsend Street, San Francisco, California 94103 (\"Vendor\") .\nWHEREAS Ingram has compiled and organized certain information relating to its sales which is proprietary and confidential, known as the \"non-standard, subsection (i), point of sale (POS) data\" component of its \"Systems Sales Out Report\" (\"Proprietary Information\"); and\nWHEREAS Ingram agrees to disclose Proprietary Information to Vendor for the limited purpose set out herein; and\nWHEREAS Vendor desires to inspect such Proprietary Information so Vendor may monitor sales through distribution;\nNOW, THEREFORE, in consideration of the mutual promises set out herein, the parties hereby agree as follows:\n1. Except as authorized herein, Vendor agrees not to communicate, disclose, or otherwise make available all or any part of the Proprietary Information to any third party, including, but not limited to Vendor's parent, subsidiaries, or affiliated companies.\n2. Vendor agrees not to use, or permit others to use, the Proprietary Information, other than for the purpose of monitoring sales through distribution. Vendor agrees to make no more than five (5) copies of the Proprietary Information unless otherwise agreed in writing between the parties; and Vendor agrees to limit distribution of and access to the Proprietary Information to those of Vendor's personnel who require access to Proprietary Information for the foregoing purpose. Vendor agrees not to directly contact, for the purpose of soliciting, or selling Product directly to any customer or dealer listed in the Proprietary Information.\n3. Vendor and Ingram mutually agree that all copies of the Proprietary Information and all written descriptions, extractions, or summaries thereof, whether made by Vendor or Ingram, shall be the property of Ingram, and shall, upon expiration of this Agreement or Ingram's request, be immediately returned to Ingram.\n4. Vendor and Ingram mutually agree that Ingram's public disclosure of the Proprietary Information, except pursuant to a confidential disclosure agreement, to any party will release Vendor from the obligation of confidentiality with respect to that portion of the Proprietary Information actually disclosed by Ingram.\n5. Upon termination of this Agreement by either party for any reason, Vendor shall return all Proprietary Information to Ingram within thirty (30) days, irrespective of format. For purposes of enforcing this provision, Vendor's return obligation shall survive the termination of this Agreement.\n6. The rights, promises, duties, and obligations set out herein, and the validity, interpretation, performance, and legal effect of the whole Agreement shall be governed and determined by the laws of the State of California. In the event that any provision is found invalid or unenforceable pursuant to statutory or Judicial decree, such provision shall be construed only to the maximum extent permitted by law, and the remainder of the Agreement shall be valid and enforceable in accordance with its terms.\nINGRAM MICRO INC. MACROMEDIA, INC.\nBy: ____________________________ By: _______________________________\nSanat K. Dutta Name: _____________________________\nExecutive Vice President Title: ____________________________\nDate: ___________________________ Date: _____________________________\nDomestic Distribution Agreement March 15, 1996\n", "spans": [ [ 0, 48 ], [ 49, 376 ], [ 377, 385 ], [ 385, 539 ], [ 539, 646 ], [ 647, 655 ], [ 655, 758 ], [ 759, 767 ], [ 767, 871 ], [ 872, 980 ], [ 981, 1013 ], [ 1013, 1237 ], [ 1238, 1390 ], [ 1390, 1717 ], [ 1717, 1879 ], [ 1880, 2195 ], [ 2196, 2513 ], [ 2514, 2691 ], [ 2691, 2808 ], [ 2809, 3034 ], [ 3034, 3316 ], [ 3317, 3335 ], [ 3335, 3351 ], [ 3352, 3356 ], [ 3356, 3385 ], [ 3385, 3389 ], [ 3389, 3420 ], [ 3421, 3436 ], [ 3436, 3442 ], [ 3442, 3471 ], [ 3472, 3504 ], [ 3504, 3532 ], [ 3533, 3539 ], [ 3539, 3567 ], [ 3567, 3573 ], [ 3573, 3602 ], [ 3603, 3649 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 15, 17 ] }, "nda-15": { "choice": "Entailment", "spans": [ 15 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 2, 3, 4 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 18 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 15 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 10, 11, 13 ] }, "nda-17": { "choice": "Entailment", "spans": [ 13 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 13 ] }, "nda-4": { "choice": "Entailment", "spans": [ 12 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000913949/000095014996000782/0000950149-96-000782.txt" }, { "id": 420, "file_name": "916529_0000927016-97-001071_document_2.txt", "text": "SCHEDULE C - NON-DISCLOSURE AGREEMENT\nThis SECRECY AGREEMENT is entered into between Electric Fuel Limited, 5 Kiryat Mada Street, Har Hotzvim, P.O. Box 23073, Jerusalem 91230, Israel - on behalf of itself, its parent company and its wholly owned subsidiaries, hereinafter referred to as EFL - and Israel Electric Corporation Ltd., hereinafter \"IEC\", having a place of business at 2 Ha'hagana Street, Haifa, Israel. EFL is a developer and owner of proprietary technology in the areas of electric energy generation and storage, batteries and Electric Fuel/(R)/ hereinafter \"The EFL System.\"\nIEC and EFL mutually wish to enter into a limited period of information exchange for the purpose of evaluating a business relationship related to EFL's Technology.\nAccordingly, IEC and EFL hereby agree as follows:\nDEFINITIONS\nPROGRAM as used herein means an exploratory exchange and evaluation of technical and business information among the Parties pertaining to the EFL System. PROPRIETARY INFORMATION - any information disclosed by one PARTY to the respective other PARTY, which is transferred:\n(a) by means of documents including, but not limited to, agreements, drawings or pictures, designated as confidential at the time of disclosure and marked accordingly;\n(b) any specimen, physical item or any other object, whether it be marked \"confidential\" or not;\n(c) visual or verbal disclosure which is subsequently contained in a document marked \"confidential\" and delivered to the receiving PARTY within 60 days from its disclosure.\nPROGRAM OBJECTIVE\nThe objective of the PROGRAM is to provide a mechanism for the sharing of PROPRIETARY INFORMATION which will enable IEC to evaluate the benefits of the EFL System.\nNONDISCLOSURE OF PROPRIETARY INFORMATION\nEach Party agrees to protect PROPRIETARY INFORMATION of the other Party, not to use proprietary information for any purpose other than stated in the PROGRAM OBJECTIVE and not to disclose PROPRIETARY INFORMATION to any third party. The Parties shall each secure in writing a similar non-disclosure agreement from each of its employees prior to any disclosure of PROPRIETARY INFORMATION to that person. IEC shall employ in general the same standard of care as it employs with respect to its own proprietary or confidential information of like kind and character.\nThere shall be no obligation with respect to PROPRIETARY INFORMATION which:\na) is or becomes publicly available without fault of the receiving Party;\nb) can be shown by competent written proof to have been in the possession of the receiving Party as of the date of the disclosure;\nc) is disclosed without restriction to the receiving Party by a third party having the legal right to make such disclosures.\nTERM\nThe PROGRAM shall have a nominal term of one year commencing with the effective date of this Agreement, and may be extended at the mutual written agreement of IEC and EFL.\nEither IEC or EFL may terminate the PROGRAM at any time without cause on written notice to the other.\nFollowing the expiration of the PROGRAM, or a termination of the PROGRAM as provided for above, the rights and obligations respecting NONDISCLOSURE OF PROPRIETARY INFORMATION set forth in this Agreement will survive and remain in effect for a period of five years.\nNOTICE\nAny notice required or permitted under this Agreement shall be submitted in writing, shall become effective at the time of its receipt, and shall be addressed as follows, or to such other addresses either party designates from time to time:\nIf to EFL:\nMr. Yehuda Harats\nElectric Fuel Ltd.\nHar Hotzvim, P.O. Box 23073\nJerusalem 91230 Israel\nFax: 02-322-252\nIf to IEC:\nMr. Yigal Porat\nIsrael Electric Corporation Ltd.\n2 Ha'hagana Street\nHaifa, Israel\nFax: 04-370-690\nASSIGNMENT\nThis Agreement shall not be assigned by either Party without the prior written consent of the other Party, except that either Party may assign its rights under the Agreement to the successors or assigns of all or substantially all of its business assets relating to the subject matter of this Agreement.\nENTIRE AGREEMENT\nThis Agreement constitutes the entire understanding of the Parties and may only be modified by an amendment in writing executed by authorized persons on behalf of both IEC and EFL.\nIN WITNESS WHEREOF the parties hereto, through their authorized representatives, have executed this Agreement.\nELECTRIC FUEL LTD. ISRAEL ELECTRIC CORPORATION LTD.\nBy /s/Yehuda Harats By /s/Yigal Porat\n------------------------------ ------------------------------\nTitle President and Chief Title Head Research and\nExectutive Officer Development Division\nDate 15.5.95 Date 14.5.95\n", "spans": [ [ 0, 37 ], [ 38, 415 ], [ 415, 588 ], [ 589, 752 ], [ 753, 802 ], [ 803, 814 ], [ 815, 969 ], [ 969, 1086 ], [ 1087, 1254 ], [ 1255, 1351 ], [ 1352, 1524 ], [ 1525, 1542 ], [ 1543, 1706 ], [ 1707, 1747 ], [ 1748, 1979 ], [ 1979, 2149 ], [ 2149, 2308 ], [ 2309, 2384 ], [ 2385, 2458 ], [ 2459, 2589 ], [ 2590, 2714 ], [ 2715, 2719 ], [ 2720, 2891 ], [ 2892, 2993 ], [ 2994, 3258 ], [ 3259, 3265 ], [ 3266, 3506 ], [ 3507, 3517 ], [ 3518, 3535 ], [ 3536, 3554 ], [ 3555, 3582 ], [ 3583, 3599 ], [ 3599, 3605 ], [ 3606, 3621 ], [ 3622, 3632 ], [ 3633, 3648 ], [ 3649, 3681 ], [ 3682, 3700 ], [ 3701, 3714 ], [ 3715, 3730 ], [ 3731, 3741 ], [ 3742, 4045 ], [ 4046, 4062 ], [ 4063, 4243 ], [ 4244, 4354 ], [ 4355, 4374 ], [ 4374, 4406 ], [ 4407, 4427 ], [ 4427, 4444 ], [ 4445, 4476 ], [ 4476, 4506 ], [ 4507, 4556 ], [ 4557, 4596 ], [ 4597, 4622 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 7, 8 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 7, 9 ] }, "nda-19": { "choice": "Entailment", "spans": [ 24 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 7, 10 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 14 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 17, 20 ] }, "nda-5": { "choice": "Entailment", "spans": [ 15 ] }, "nda-4": { "choice": "Entailment", "spans": [ 14 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000916529/000092701697001071/0000927016-97-001071.txt" }, { "id": 421, "file_name": "917253_0000917253-00-000008_document_8.txt", "text": "STATE OF SOUTH CAROLINA\nCOUNTY OF CHARLESTON\nLICENSE, CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT (the \"Agreement') is effective as of the 1st' of January, 1996, by and between ENVIROMETRICS PRODUCTS COMPANY, a corporation organized and existing under the laws of South Carolina and having its principal place of business at 1019 Bankton Drive, Charleston, South Carolina, 29406 (hereinafter the \"Company\"), and ZELLWEGER ANALYTICS, INC., a company organized and existing under the laws of Texas, and its subsidiaries and affiliates, having its principal place of business at 405 Barclay Boulevard, Lincolnshire, Illinois, 60069 (hereinafter the \"Master Distributor\").\nWHEREAS, the Company is engaged in the Business of the Company throughout the United States and, in the course of such activities, has acquired or developed certain Trade Secrets, Confidential Information and Proprietary Information (as such terms are hereinafter defined) not generally known in the Company's industry or otherwise;\nWHEREAS, such Trade Secrets, Confidential Information and Proprietary Information provide the Company with a competitive advantage in the marketplace in which it competes;\nWHEREAS, the Company and Master Distributor have entered into a Master Distributorship Agreement, dated as of the date hereof, pursuant to which Master Distributor will promote, market, and sell Products to Sub-Distributors and Customers in the Territory, as is more particularly defined in the Master Distributorship Agreement\nWHEREAS, as a result of the execution of the Master Distributorship Agreement, Master Distributor is in a position involving the trust and confidence of the Company and will receive access to the Companys Trade Secrets, Confidential Information and Proprietary Information, and, through the use of Company facilities or resources, may develop, or contribute to the development of, additional Trade Secrets, Confidential Information and Proprietary Information; and\nWHEREAS, the Company and Master Distributor are entering into this Agreement in order to protect the Company's Trade Secrets, Confidential Information and Proprietary Information.\nNOW THEREFORE, in consideration of the execution of the Master Distributorship Agreement, the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:\n1. Definitions.\n(a) The ACT Monitoring Card System TM. The term \"The ACT Monitoring Card System TM means the system composed of the ACT Electronic Reader and the Cards, which system has been developed and is currently being distributed by the Company as part of the Business of Company.\n(b) ACT Electronic Reader. The term \"ACT Electronic Reader\" means the device produced by or on behalf of the Company to read the Cards.\n(c) Business of Company. The term \"Business of Company\" means the research, design, development, manufacture, sale and service of air monitoring and other environmental testing technologies and products, including the Products.\n(d) Cards. The term \"Cards\" means the cards developed by the Company and used by the ACT Electronic Reader to perform the function of quantitatively measuring elements present in the atmosphere, and the cards used for qualitative measurement which are read visually.\n(e) Competing Business. 'Me term \"Competing Business\" means any person or entity in the same business or substantially the same business as the Business of Company.\n(f) Competing Product. The term \"Competing Product\" means any good that performs substantially the same functions as either of the Cards.\n(g) Confidential Information. The term \"Confidential Information' means any and all data and information relating to the business conducted by the Company (whether constituting a Trade Secret or not) which is or has been disclosed to Master Distributor or of which Master Distributor became aware as a consequence of or through his relationship with Company and which has value to the Company and is not generally known by its competitors; provided, however, no information will be deemed \"confidential\" unless such information is treated by the Company as confidential. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Company (except where such public disclosure has been made by Master Distributor or any other person or entity without authorization), or that has been independently developed and disclosed by others (except where such independent development and disclosure has been made by Master Distributor or any other person or entity without authorization), or that otherwise enters the public domain through lawful means.\n(h) Copyrights. The term \"Copyrights\" means all original works of authorship including literary, artistic, pictorial, graphic and other intellectual works owned or claimed by the Company which are registered with the United States Copyright Office or the copyright office of any nation, state or political jurisdiction within the Territory, are eligible to be so registered, or are entitled to protection by and under the laws and treaties of the United States or the substantial equivalent laws of any political subdivision, nation and/or state within the Territory.\ni) Customer. The term \"Customer\" means any end-user of a Product \"Intellectual Property\". The term \"Intellectual Property\" means the Copyrights, Marks and Patents, collectively or in combination, as the context suggests.\n(k) Marks. The term \"Marks\" means all trade names, word marks, trademarks, service marks and logos or designs (including any @e dress that is susceptible to protection under the laws of the United States or any other political subdivision in the Territory), whether or not registered with the United States Patent and Trademark Office or trademark office or registry of any nation, state or political jurisdiction within the Territory, placed upon or used in connection with the Business of Company or the sale, distribution, promotion and marketing of the Products or any other goods or services provided or distributed by Company, including, without limitation, \"ACT and design,\" \"Air-Chem Technologies W\" and \"The ACT Monitoring Card System TM\", together with any and all other marks that may be developed for use or are used in connection with the marketing or distribution of the Products or any other goods or services provided or distributed by Company; provided, however, the term \"Marks\" shall not include the trademarks and, which are owned by Master Distributor.\n(1) Master Distributorship Agreement The term \"Master Distributorship Agreement\" means that certain Agreement by and between Company and Master Distributor dated as of the 1st day of January, 1996.\n(m) Patents. The term \"Patents\" means all inventions or letters patent owned or obtained by or on behalf of Company, and which are registered with the United States Patent and Trademark Office or the patent office or registry in any political subdivision, nation or state in the Territory or are eligible for registration and/or other protection under the laws and treaties of the United States or of any other political subdivision, nation or state in the Territory.\n(n) Products. The term \"Products\" means and includes the Products to be distributed by the Master Distributor under the Master Distributorship Agreement.\n(o) Proprietary Information. The term \"Proprietary Information\" means all of the following materials and information, whether or not patentable or protected or protectable, by copyright or equivalent design, registration law or regulation existing from time to time with any part of the Territory, to which Master Distributor has received access or which Master Distributor receives, develops, or has developed, in whole or in part, as a direct or indirect result of performing this Agreement or through the use of any of Company's facilities or resources:\n(i) Production processes, quality control processes and/or procedures, marketing techniques, purchasing information, pricing policies, quoting procedures, financial information, customer names and requirements, customer data and other materials or information relating to the manner in which Company does business;\n(ii) Discoveries, concepts and ideas, and the embodiment thereof, whether or not patentable or subject to protection by a copyright, I including, without limitation, the nature and results of research and development activities, processes, formulas, techniques and \"know-how\";\n(iii) Any other materials or information related to the business or activities of Company which are not generally known to others engaged in similar business or activities;\n(iv) Trade Secrets, Confidential Information or other proprietary information which Company has acquired or may in the future acquire from any third party, including, without limitation, operating principles, documentation, drawings, programs and performance specifications and results, provided to Company by such third parties pursuant to agreements, understandings and/or acknowledgments to the effect that such trade secrets and confidential or proprietary information provided to Company by such third parties (collectively \"Third Party Confidential Information\") is the proprietary and/or confidential information of such respective third party and is to be treated by Company as if such Third Party Confidential Information were Company's Confidential Information.\n(p) Territory. The term \"Territory\" means the world.\n(q) Trade Secrets. The term \"Trade Secrets\" means the whole or any portion or phase of any data or information developed, owned, or licensed from a third party by the Company, including any formula, pattern, compilation, program, device, method, technique, improvement, or process that:\n(i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, other persons who can obtain economic value from its disclosure or use, and\n(ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.\nTrade Secrets shall not include any data or information (i) that has been voluntarily disclosed to the public by Company or has become generally known to the public (except when such public disclosure has been made by or through Master Distributor, or by a third person or entity with the knowledge of Master Distributor, without authorization from Company); (ii) that has been independently developed and disclosed by parties other than Master Distributor or Company, the public generally or to Master Distributor without a breach of obligation of confidentiality by any such parties running directly or indirectly to Company; or (iii) that otherwise enters the public domain through lawful means.\n2. Term. The term of this Agreement shall commence on the 1st day of January, 1996, and shall end on the termination of the Master Distribution Agreement, except where a different date of termination or survival is herein specified.\n3. Exclusive-Ownership by Company. Master Distributor agrees and acknowledges that all Proprietary Information, Intellectual Property, Trade Secrets and Confidential Information, and any and all embodiments thereof (herein, the \"Property\"), is and shall remain at all times the exclusive property of and owned by the Company, and that Master Distributor's performance of its duties and obligations and its use or awareness of the Property during the term of this Agreement or the Master Distributorship Agreement shall create no rights, at law or in equity, under the laws and decisions of any nation or state within the Territory, in Master Distributor in or to the Property, or any aspect or embodiment thereof. Master Distributor further agrees not to copy, reverse engineer, disassemble, decompile or otherwise reproduce any Product or its equivalent, in whole or in part.\n4. Non-Disclosure of Trade Secrets. Master Distributor shall not, during the term of this Agreement and the Master Distributorship Agreement, and at any and all times following termination, for any reason, of this Agreement or the Master Distributorship Agreement, disclose, use, reveal, report, publish, disclose, transfer, or make available, directly or indirectly, to any person, business concern, or other entity, any Trade Secrets except in the proper performance of its duties hereunder; provided, however, Master Distributor is not prohibited hereby from disclosing or using any Trade Secrets which subsequently becomes part of the public domain through no breach of this Agreement or the Master Distributorship Agreement and through no fault of Master Distributor.\n5. Non-Disclosure of Confidential Information or Proprietary Information. Master Distributor shall not, during the term of this Agreement and the Master Distributorship Agreement, and for a period of three (3) years following termination, for any reason, of the Master Distributorship Agreement, disclose, use, reveal, report, publish, disclose, transfer, or make available, directly or indirectly, to any person, business concern, or other entity, any Confidential Information or Proprietary Information except in the proper performance of its duties hereunder; provided, however, Master Distributor is not prohibited hereby from disclosing or using any Confidential Information or Proprietary Information which subsequently becomes part of the public domain through no breach of this Agreement and the Master Distributorship Agreement and through no fault of Master Distributor.\n6. Confidentiality Procedures. Master Distributor shall take all appropriate steps to ensure that the Confidential Information and Trade Secrets and any other similar information and data set forth in this Agreement and the Master Distributorship Agreement are not divulged or disclosed to any unauthorized person.\n7. License and Use of Marks. Company hereby grants to Master Distributor, during the term of this Agreement only, the non-exclusive, royalty-free limited right and license to use the Marks only in connection with the performance of Master Distributor's duties and obligations under this Agreement and under the Master Distributorship Agreement. Master Distributor agrees not to use the Marks in connection with any other business, products or services. Master Distributor agrees not to use the Marks, or any of them, or any confusingly similar name or symbol, in whole or in part, as part of Master Distributor's business or trade name. The Parties shall mutually approve all promotional material used by Master Distributor in connection with the distribution and marketing of the Products to ensure that Master Distributor properly uses the Marks.\n8. Protection Against Infringement. Master Distributor agrees to cooperate fully with Company to protect company's proprietary rights in the Intellectual Property, yet acknowledges and agrees that Company shall have the sole right, opportunity and duty to protect the Intellectual Property from legal action or suit for infringement thereof, and Master Distributor shall not respond, contest, settle, or otherwise conduct any proceedings or handle any claims without prior consultation with and written approval from Company, unless a response is necessary to avoid compromising the rights of Company in such proceedings or with regard to such claims.\n9. No Registration without Notice. Master Distributor agrees it will not, without the prior written consent of Company, directly or indirectly register, apply for registration, or attempt to acquire any legal protection for any of the Intellectual Property or the Products or any proprietary rights therein, or take any other action which may adversely affect Company's right, title, or interest in or to the Intellectual Property or the Products in any nation or state within the Territory.\n10. No Challenges. Master Distributor shall not challenge, directly or indirectly, the right, title, and interest of Company in and to the Proprietary Information, Intellectual Property and Products, nor the validity or enforceability of Company's claimed rights therein under the laws of any nation or state within the Territory.\n11. No Warranty of Intellectual Prop. Company expressly disclaims and makes no warranty, promise or representation that the Intellectual Property does not infringe upon the proprietary rights of third parties under the laws of the nations and states in the Territory.\n12. Termination upon Breach. Master Distributor acknowledges that in the event of a breach by Master Distributor of its obligations under this Agreement or the Master Distributorship Agreement, Company may immediately terminate this Agreement and the Master Distribution Agreement without liability and may bring appropriate legal action to enjoin any breach of this Agreement, and shall be entitled to recover from Master Distributor legal fees and costs in addition to other appropriate legal and equitable relief in any nation or state within the Territory.\n13. No Recourse for Loss Caused by Intellectual Property. Master Distributor shall have no recourse against Company for any loss, liability, damages or costs which may at any time be suffered or incurred by Master Distributor by reason of, or in reliance upon, any of the Intellectual Property furnished hereunder by Company, or by reason of any suit or proceeding against Master Distributor on account of any Intellectual Property, or by reason of the defense of any such suit or proceeding, unless such loss, liability, damages or costs are caused by gross negligence or fraud of Company.\n14. Covenants/Severability. Master Distributor recognizes and agrees: (i) that the covenants and agreements contained in Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 of this Agreement are of the essence of this Agreement; (ii) that each of such covenants is reasonable and necessary to protect and preserve the interests and properties of the Company and the Business of Company; (iii) that irreparable loss and damage will be suffered by Company should Master Distributor breach any of such covenants and agreements; (iv) that each of such covenants and agreements is separate, distinct and severable from the other and remaining provisions of this Agreement; (v) that, if any such covenant is found by a court of competent jurisdiction to be over broad in any respect, Master Distributor desires and directs that such covenant be amended by such court to a reasonable breadth; (vi) that, in addition to other remedies available to it, Company shall be entitled to both temporary and permanent injunctions to prevent a breach or contemplated breach by Master Distributor of any of such covenants or agreements; (vii) that the prevailing party s ' hall be reimbursed for any costs or expenses (including reasonable attorneys' fees) in attempting to enforce or defend against any such covenants; and (viii) in the event Company seeks a temporary or preliminary injunction hereunder, Master Distributor hereby waives any requirement that Company post a bond or other security.\n15, Binding Effect. This Agreement shall ensure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors, assigns, and legal representatives.\n16. Governing Law, Forum for Litigation. This Agreement shall be interpreted and governed by the laws of the State of South Carolina, without giving effect to its conflicts of laws rules. Notwithstanding alternative dispute settlement provisions in the Master Distributorship Agreement, any action or proceeding to enforce or interpret this Agreement shall be brought only in the state or federal courts sitting in Charleston County, South Carolina, United States, and Master Distributor hereby irrevocably submits and consents to such exclusive jurisdiction and venue.\n17. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or the unenforceability of any one or more of the provisions hereof shall not affect the validity or enforceability of the other provisions hereof.\n18. Entire Agreement. This Agreement is executed in connection with the Master Distributorship Agreement, but, with respect to the subject matter hereof, sets forth the entire understanding between the parties hereto and supersedes and replaces any and every other agreement with respect to the subject matter hereof which may have existed between Company and Master Distributor, including, without limitation, the Non-Disclosure and Confidentiality Agreement executed on or about September 1, 1994, and the Confidentiality Agreement executed on or about October 11, 1995.\n19. Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by the party against whom enforcement of any such modification or amendment is sought. Either party hereto may by an instrument in writing waive compliance by the other party of any term or provision of this Agreement on the part of such other party. The waiver by any party of a breach of any term or provision shall not be construed as a waiver of any subsequent breach.\n20. Section Headings. The section headings contained in this Agreement are for reference purposes only and shall not be deemed to control or affect the meaning or construction of any provision.\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first written above.\nMASTER DISTRIBUTOR: ZELLWEGER\nANALYTICS INC.\nBy:\nATTEST:\nCorporate Secretary\nCOMPANY-. ENVIROMETRICS PRODUCTS\nCOMPANY\nBy\nWalter H. Elliott, III, President\nATTEST:\nCorporate Secretary\n", "spans": [ [ 0, 23 ], [ 24, 44 ], [ 45, 98 ], [ 99, 684 ], [ 685, 1017 ], [ 1018, 1189 ], [ 1190, 1517 ], [ 1518, 1982 ], [ 1983, 2162 ], [ 2163, 2443 ], [ 2444, 2459 ], [ 2460, 2495 ], [ 2495, 2499 ], [ 2499, 2730 ], [ 2731, 2739 ], [ 2739, 2758 ], [ 2758, 2866 ], [ 2867, 2892 ], [ 2892, 3094 ], [ 3095, 3106 ], [ 3106, 3361 ], [ 3362, 3386 ], [ 3386, 3526 ], [ 3527, 3550 ], [ 3550, 3664 ], [ 3665, 3695 ], [ 3695, 4236 ], [ 4236, 4772 ], [ 4773, 4789 ], [ 4789, 5340 ], [ 5341, 5354 ], [ 5354, 5431 ], [ 5431, 5561 ], [ 5562, 5573 ], [ 5573, 6635 ], [ 6636, 6673 ], [ 6673, 6833 ], [ 6834, 6847 ], [ 6847, 7301 ], [ 7302, 7316 ], [ 7316, 7455 ], [ 7456, 7485 ], [ 7485, 8012 ], [ 8013, 8327 ], [ 8328, 8604 ], [ 8605, 8777 ], [ 8778, 9549 ], [ 9550, 9565 ], [ 9565, 9602 ], [ 9603, 9622 ], [ 9622, 9889 ], [ 9890, 10122 ], [ 10123, 10222 ], [ 10223, 10279 ], [ 10279, 10582 ], [ 10582, 10854 ], [ 10854, 10921 ], [ 10922, 10931 ], [ 10931, 11154 ], [ 11155, 11190 ], [ 11190, 11869 ], [ 11869, 12031 ], [ 12032, 12068 ], [ 12068, 12804 ], [ 12805, 12879 ], [ 12879, 13685 ], [ 13686, 13717 ], [ 13717, 14000 ], [ 14001, 14030 ], [ 14030, 14346 ], [ 14346, 14454 ], [ 14454, 14638 ], [ 14638, 14849 ], [ 14850, 14886 ], [ 14886, 15501 ], [ 15502, 15537 ], [ 15537, 15993 ], [ 15994, 16013 ], [ 16013, 16324 ], [ 16325, 16363 ], [ 16363, 16592 ], [ 16593, 16622 ], [ 16622, 17153 ], [ 17154, 17212 ], [ 17212, 17744 ], [ 17745, 17773 ], [ 17773, 17815 ], [ 17815, 17973 ], [ 17973, 18131 ], [ 18131, 18269 ], [ 18269, 18412 ], [ 18412, 18630 ], [ 18630, 18863 ], [ 18863, 19050 ], [ 19050, 19225 ], [ 19226, 19246 ], [ 19246, 19414 ], [ 19415, 19456 ], [ 19456, 19603 ], [ 19603, 19984 ], [ 19985, 20003 ], [ 20003, 20228 ], [ 20229, 20251 ], [ 20251, 20801 ], [ 20802, 20830 ], [ 20830, 21020 ], [ 21020, 21184 ], [ 21184, 21305 ], [ 21306, 21328 ], [ 21328, 21499 ], [ 21500, 21665 ], [ 21666, 21695 ], [ 21696, 21710 ], [ 21711, 21714 ], [ 21715, 21722 ], [ 21723, 21742 ], [ 21743, 21775 ], [ 21776, 21783 ], [ 21784, 21786 ], [ 21787, 21820 ], [ 21821, 21828 ], [ 21829, 21848 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 61 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 60 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Entailment", "spans": [ 46 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 63, 65 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "Contradiction", "spans": [ 61 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 27, 53, 55 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 63, 65 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000917253/000091725300000008/0000917253-00-000008.txt" }, { "id": 422, "file_name": "920729_0000891618-96-000819_document_6.txt", "text": "MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Mutual Confidentiality and Non-Disclosure Agreement is entered into as of April 2, 1996 (the \"Effective Date\") by and between HNC Software Inc., a Delaware corporation, and Infoseek, a California corporation (hereinafter collectively referred to as \"the parties\").\nWHEREAS, the parties recognize that each other's business involves specialized and proprietary knowledge, information, methods, processes, techniques, and skills peculiar to their security and growth. The parties acknowledge that any disclosure of such methods, processes, skills, financial data, or other confidential or proprietary information would substantially injure the party's business, impair the party's investments and goodwill, and jeopardize the party's relationship with the party's clients and customers;\nWHEREAS, the parties presently desire to consult with each other with respect to certain matters;\nWHEREAS, in the course of such consultation the parties anticipate disclosing to each other certain information of a novel, proprietary, or confidential nature, and desire that such information be subject to all of the terms and conditions set forth below.\nNOW, THEREFORE, the parties hereto, in consideration of the premises and other good and valuable consideration, agree as follows:\n1. Confidential Information. \"Confidential Information\" shall mean and include any information which relates to the financial and/or business operations of each party, including, but not limited to, information relating to each party's customers, products, processes, financial condition, employees, manufacturing techniques, experimental work and/or trade secrets. Said Confidential Information is deemed proprietary by the parties hereto. The Subject Matter of this Agreement, as well as any additional information disclosed hereunder that is deemed Confidential Information by the parties is described in Exhibit A attached hereto and incorporated herein by this reference.\n2. Use of Confidential Information. Each party agrees not to use the other's Confidential Information for any purpose other than for the specific consultation regarding the subject matter of this Agreement. Any other use of such Confidential Information shall be made only upon the prior written consent from an authorized representative of the party which disclosed such information (hereinafter the \"Disclosing Party\") or pursuant to subsequent agreement between the parties.\n3. Non-Disclosure of Proprietary Information. The parties agree that from the date of receipt, the party receiving the Confidential Information (hereinafter the \"Receiving Party\") shall not disclose Confidential Information to any other person, firm, corporation or other entity or use it for its own benefit except as provided in this Agreement. The Receiving Party shall not publish, divulge, communicate, or reveal any Confidential Information to any person, corporation, or other third party or to any of Receiving Party's employees who do not have a need to know such Confidential Information with respect to their job duties. The Receiving Party shall use the same degree of care to avoid publication or dissemination of the Confidential Information as it would with respect to its own confidential information. These efforts shall specifically include document control measures, such as numbered copies and sign out logs, and imposing on all employees, agents and other representatives of Receiving Party restrictions at least as strict as required by this Agreement.\n\"Confidential Information\" shall not include information, technical data or know-how which:\n(a) is already known to the Receiving Party at the time of disclosure and is not otherwise subject to restriction;\n(b) is or becomes publicly known through no wrongful act of the Receiving Party;\n(c) rightfully disclosed to Receiving Party by a third party who has no obligation of confidentiality to the Disclosing Party;\n(d) is independently developed by the Receiving Party; or\n(e) is approved for release by written authorization of the Disclosing Party.\n4. Marking. Confidential Information may be disclosed either visually, orally or in writing. Written material shall be identified and labeled \"Confidential\" or \"Proprietary\" to discloser. Verbal or visual information should be identified as \"Confidential Information\" when disclosed.\n5. Return of Confidential Information. All Confidential Information and copies and extracts thereof shall be promptly returned to Disclosing Party three years from the effective date of this Agreement, or at any time within thirty (30) days of receipt of a written request by the Disclosing Party for the return of such Confidential Information.\n6. Ownership of Information. The parties agree that any Confidential Information revealed to the other by the Disclosing Party remains the exclusive property of the Disclosing Party and its successors and assigns, unless otherwise expressly provided in writing signed by an authorized representative of the Disclosing Party.\n7. No License Granted. Nothing contained in this Agreement shall be construed as granting or conferring any rights to the Receiving Party by license or otherwise, expressly, impliedly or otherwise, for any information, discovery or improvement made, conceived, or acquired after the date of this Agreement, or for any invention, discovery, or improvement made, conceived or acquired prior to the date of this Agreement.\n8. Arbitration and Equitable Relief.\n(a) Arbitration. Except as provided in Section 8(b) below, the parties agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement shall be settled by arbitration to be held in San Diego County, California in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. In the event of arbitration, a reasonable amount of discovery may be undertaken by the parties. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction.\n(b) Equitable Remedies. The parties agree that it would be impossible or inadequate to measure and calculate the Disclosing Party's damages from any breach of the covenants set forth herein. Accordingly, the parties agree that if in the event of a breach of any of the covenants contained in this Agreement, the affected party will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. The parties further agree that no bond or other security shall be required in obtaining such equitable relief and the parties hereby consent to the issuance of such injunction and to the ordering of specific performance.\n(c) Legal Expenses. If any action or proceeding is brought for the enforcement of this Agreement, or because of an alleged or actual dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in such action or proceeding in addition to any other relief to which it may be entitled.\n9. Term. This Agreement shall expire two (2) years from the Effective Date, but may be terminated prior to expiration by either party giving thirty (30) days' prior written notice to the other party; provided, however, the obligations to protect the Confidential Information in accordance with this Agreement shall survive for a period of five (5) years from the date of the last disclosure of Confidential Information is made under this Agreement.\n10. No Formal Business Obligations. This Agreement shall not constitute, create, give effect to, or otherwise imply a joint venture, pooling arrangement, partnership, or formal business organization of any kind, nor shall it constitute, create, give effect to, or otherwise imply an obligation or commitment on the part of either party to submit a proposal to or perform a contract with the other party. Nothing herein shall be construed as providing for the sharing of profits or loss arising out of the efforts of either or both parties. Neither party will be liable to the other for any of the costs associated with the other's efforts in connection with this Agreement.\n11. General Provisions.\n(a) Governing Law. This Agreement will be governed by the laws of the State of California.\n(b) Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.\n(c) Successors and Assigns. This Agreement will be binding upon the successors and/or assigns of the parties.\n(d) Headings. All headings used herein are intended for reference purposes only and shall not affect the interpretation, or validity of this Agreement.\n(e) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement. Any amendment or modification of this Agreement shall be in writing and executed by a duly authorized representative of the parties.\nThe parties, by the signatures of their authorized representatives appearing below, acknowledge that they have read and understand each and every term of this Agreement and agree to be bound by its terms and conditions.\nHNC Software Inc. Infoseek Corporation\n5930 Cornerstone Court West 2620 Augustine Drive, Suite 250\nSan Diego, CA 92121-3728 Santa Clara, CA 95054\nBy: By:\n----------------------------- -----------------------------\nMichael A. Thiemann Robin Johnson\nExecutive Vice President CEO\nEXHIBIT A\nSUBJECT MATTER; ADDITIONAL CONFIDENTIAL INFORMATION\nHNC (which shall be considered the Disclosing Party for purposes of this Exhibit A) may disclose information with respect to the following in connection with this Agreement. The parties agree that any such information disclosed shall be considered Confidential Information for purposes of this Agreement: Any and all information from any and all verbal, electronic, and/or written communications (whether in the form of slides, handouts, letters, memoranda, agreements, facsimile transmissions, meetings, conference and other telephone calls, diskettes, files, tapes, and/or any other mode) with respect to the HNC products known as SelectCast(TM), Convectis(TM), related products, and/or related concepts, proposals, data sources, plans, markets, customers, pricing, schedules, development efforts (including future product functionality and release plans), decision technology and/or models, software (including source code, object code and/or documentation), numerical data processing algorithms, product and software design specifications and/or functionality, and/or ideas.\n", "spans": [ [ 0, 51 ], [ 52, 321 ], [ 322, 523 ], [ 523, 841 ], [ 842, 939 ], [ 940, 1196 ], 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9814 ], [ 9815, 9840 ], [ 9840, 9861 ], [ 9862, 9869 ], [ 9870, 9900 ], [ 9900, 9929 ], [ 9930, 9963 ], [ 9964, 9992 ], [ 9993, 10001 ], [ 10001, 10002 ], [ 10003, 10054 ], [ 10055, 10229 ], [ 10229, 11133 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 30 ] }, "nda-15": { "choice": "Entailment", "spans": [ 32, 34 ] }, "nda-10": { "choice": "Entailment", "spans": [ 10 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 8, 80 ] }, "nda-1": { "choice": "Entailment", "spans": [ 27, 28 ] }, "nda-19": { "choice": "Entailment", "spans": [ 49 ] }, "nda-12": { "choice": "Entailment", "spans": [ 19, 23 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 30 ] }, "nda-3": { "choice": "Entailment", "spans": [ 26, 80 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 16 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 19, 22 ] }, "nda-5": { "choice": "Entailment", "spans": [ 16 ] }, "nda-4": { "choice": "Entailment", "spans": [ 12, 15 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000920729/000089161896000819/0000891618-96-000819.txt" }, { "id": 423, "file_name": "922237_0000950005-02-000645_p15515_ex10-19.txt", "text": "Non-Disclosure Agreement\nEnova Systems, a corporation organized under the laws of California and Eco Power Technology, an Italian company, desire to explore certain possible business transactions and in facilitating that, it is understood and agreed that certain business and trade information which the parties deem confidential may be provided or disclosed by one to the other:\nIn consideration of the receiving party being granted access or continued access to such information, it is agreed as follows:\n1. \"INFORMATION\" shall mean any information, technical data or know-how relating to the business, services or products of the disclosing party or a third party, including without limitation any research, products, services, developments, inventions, processes, techniques, designs, components, parts, documents, drawings, electronic files, data sketches, plans, programs, specifications, software, and/or distribution, engineering, marketing, financial, merchandising, sales, and salary information and/or other materials (hereinafter collectively referred to as \"INFORMATION\") which is disclosed by such party or on its behalf, before or after the date hereof, to the other party or its employees or agents, directly or indirectly, in writing, orally, electronically, or by drawings or inspection. \"INFORMATION\" does not include information, technical data or know-how which the receiving party establishes: (i) is already published or available to the public other than by a breach of this Agreement or any confidentiality obligation owed to the disclosing party; (ii) is rightfully received from a third party without, and not in breach of, any obligation of confidentiality; (iii) is independently developed by personnel or agents of the receiving party without access to the INFORMATION of the other; (iv) is known to the receiving party at the time of disclosure without an obligation of confidentiality; or (v) is produced in compliance with applicable law or a court order, provided that the receiving party first gives the disclosing party reasonable notice of such law or order and gives the disclosing party opportunity to oppose and/or attempt to limit such production.\n2. The receiving party shall hold in trust and confidence, and not disclose to others, by any means, any and all INFORMATION disclosed under this Agreement. INFORMATION may be used by the receiving party only for the purpose of considering or pursuing a business relationship or business transaction with the disclosing party. The receiving party may disclose INFORMATION received under this Agreement to persons within its organization who have a need to know such information and only if such persons are bound in writing (pursuant, for example to a general employee non-disclosure agreement protecting third party confidential information as well as the employer's confidential information) to protect the confidentiality of such INFORMATION. The receiving party further agrees it shall take the same measures, but no less than reasonable security measures, and use the same care, but no less than a reasonable degree of care, to preserve and protect the secrecy of, and to avoid disclosure or unauthorized use of, the disclosing party's INFORMATION as it uses with its own information of similar importance. With respect to tangible materials constituting INFORMATION the receiving party agrees not to analyze any such materials for composition or structure.\n3. Title to all property received by the receiving party from the disclosing party, including all INFORMATION, shall remain at all times the sole property of the disclosing party, and this Agreement shall not be construed to grant to receiving party any licenses or similar rights to such property or INFORMATION (including all intellectual property) disclosed to the receiving party hereunder. Nothing in this Agreement shall limit or restrict the rights of the disclosing party to assert infringement or other intellectual property claims against the receiving party or to impose on either party any obligation to disclose any INFORMATION or to purchase or sell any products.\n4. The receiving party shall, upon request of the disclosing party: (i) return to the disclosing party all documents, drawings, equipment and other tangible materials, including all INFORMATION and all manifestations thereof, delivered to the receiving party under this Agreement, and all copies and reproductions thereof; and (ii) certify to the disclosing party that all such INFORMATION has been returned.\n5. The receiving party's duties under Section 2 of this Agreement expire with respect to any particular item of INFORMATION five years after the date of disclosure hereunder to the receiving party, or three years after the expiration or termination of the relationship between the parties to this Agreement, whichever is later.\n6. The parties further agree to the following terms and conditions:\n(a) Neither party shall without the prior written consent of the other party disclose to a third party any aspect of the commercial relationship between the parties including, but not limited to, pricing, items or quantities offered or sold, payment terms, production methods or schedules, delivery locations and means and suppliers. Each party agrees not to issue any press release or make any statement on the Internet, America on Line, CompuServe, Prodigy or any other public electronic network, or to any analysts or reporters concerning the other party or its products or services, without the other party's prior written authorization.\n(b) Receiving party shall adhere to the U.S. Export Administration Laws and Regulations and shall not export or re-export any technical data or products received from the disclosure or the direct product of such technical data to any proscribed countries.\n(c) Any breach by the receiving party of its obligations under this Agreement will result in irreparable injury to the disclosing party for which damages and other legal remedies will be inadequate. In seeking enforcement of any of these obligations, the disclosing party will be entitled (in addition to other remedies) to preliminary and permanent injunctive and other equitable relief.\n(d) If any provision of this Agreement is invalid or unenforceable, then such provision shall be construed and limited to the extent necessary, or severed if necessary, in order to eliminate such invalidity or unenforceability, and the other provisions of this Agreement shall not be affected thereby.\n(e) No delay or omission by either party in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by either party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.\n(f) This Agreement shall be binding upon and will inure to the benefit of the parties hereto, and their respective successors and assigns.\n(g) This Agreement is governed by and will be construed in accordance with the laws of the State of California, and the state and federal courts of California shall be the exclusive forum.\n(h) This Agreement supersedes all prior agreements, written or oral, between the disclosing party and receiving party (or their respective predecessors in interest) relating to the subject matter of this Agreement. This Agreement may not be amended except by an agreement in writing signed by both parties that specifically refers to this Agreement.\nEco Power Technology ENOVA SYSTEMS\nBy:_______________________________ By:_______________________________\n[REDACTED]* [REDACTED]*\nDate: Date:\n---------------------------- ---------------------------\n", "spans": [ [ 0, 15 ], [ 15, 24 ], [ 25, 379 ], [ 380, 506 ], [ 507, 1306 ], [ 1306, 1416 ], [ 1416, 1573 ], [ 1573, 1686 ], [ 1686, 1813 ], [ 1813, 1921 ], [ 1921, 2188 ], [ 2189, 2346 ], [ 2346, 2516 ], [ 2516, 2935 ], [ 2935, 3301 ], [ 3301, 3451 ], [ 3452, 3847 ], [ 3847, 4129 ], [ 4130, 4198 ], [ 4198, 4457 ], [ 4457, 4538 ], [ 4539, 4866 ], [ 4867, 4934 ], [ 4935, 5269 ], [ 5269, 5576 ], [ 5577, 5832 ], [ 5833, 6032 ], [ 6032, 6221 ], [ 6222, 6523 ], [ 6524, 6663 ], [ 6663, 6843 ], [ 6844, 6982 ], [ 6983, 7171 ], [ 7172, 7387 ], [ 7387, 7521 ], [ 7522, 7556 ], [ 7557, 7592 ], [ 7592, 7626 ], [ 7627, 7650 ], [ 7651, 7662 ], [ 7663, 7692 ], [ 7692, 7719 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 16 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 4 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Contradiction", "spans": [ 21 ] }, "nda-12": { "choice": "Entailment", "spans": [ 5, 8 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 18, 19 ] }, "nda-3": { "choice": "Entailment", "spans": [ 4 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 23 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 5, 10 ] }, "nda-13": { "choice": "Entailment", "spans": [ 5, 7 ] }, "nda-5": { "choice": "Entailment", "spans": [ 13 ] }, "nda-4": { "choice": "Entailment", "spans": [ 12, 23 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000922237/000095000502000645/0000950005-02-000645.txt" }, { "id": 424, "file_name": "922913_0000943440-00-000122_document_2.txt", "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Agreement is entered into this 10th day of April, 2000, between INFe.com, Inc. (\"INFE\"), and ClubComputer, Inc., (\"RECIPIENT\"), having offices at: 2771 Rockfish Valley Highway, Nellysford, VA 22958.\nWHEREAS, the disclosure by the parties of certain proprietary and trade secret information is necessary for the purchase of assets by INFE from RECIPIENT; and\nWHEREAS, the parties desire to protect and maintain the confidentiality of their respective trade secrets and/or other proprietary information (hereafter collectively referred to as \"Proprietary Information\") and to control and restrict its dissemination to prevent disclosure to unauthorized parties; and\nNOW THEREFORE, INFE and RECIPIENT agree to the following:\n1. INFE will disclose to RECIPIENT such portions of its Proprietary Information solely to enable RECIPIENT to determine the desirability of selling its assets to INFE; and RECIPIENT shall not disseminate any portions of the Proprietary Information to any third party individual or entity.\n2. As used in this Agreement, the phrase Proprietary Information shall include, but not be limited to the following: (a) information\nrelating to trade secrets, appropriate licenses with certain third parties, data, designs, samples, drawings, relationships, documentation, machinery, prototypes, processes, methods, concepts, facilities, research, development, patent applications, and other Proprietary Information relating to the development, testing, manufacture, or application of any such devices or systems (including but not limited to system concepts, architectures, source documents and programming documents); and (b) all marketing or financial plans, projections, resources, contracts, studies, and general information relating to the specific business opportunity contemplated herein, whether obtained verbally or in writing, or through observation. All information, tangible or intangible, whether obtained verbally or in writing, is to be considered Proprietary Information.\n4. No Proprietary Information shall be disclosed to any third party whatsoever by RECIPIENT without the prior written approval of INFE and all such information shall be protected with at least the same diligence, care, and precaution that Recipient uses to protect its own Proprietary Information.\n5. The undertakings and obligations of RECIPIENT under this Agreement shall not apply to any information which: (a) is disclosed in a printed publication available to the general public, is described by or in a patent anywhere in the world, or is otherwise in the public domain at the time of disclosure other than through the wrongful act or omission of the receiving party; (b) is generally disclosed to third parties by the disclosing party without restriction on such third parties; (c) is approved for release by prior, express, written authorization from the disclosing party.\n8. With respect to each item of Proprietary Information disclosed, this obligation of the parties under this Agreement shall expire three (3) years from the date of each such disclosure or the maximum period permitted by law if such period is less than three (3) years.\n Ex-2; Pg. 14\n9. No modification, alteration, or addition to this Agreement shall be binding unless mutually agreed to in writing by both parties.\n10. This Agreement shall be construed, interpreted, and enforced according to the laws of the Commonwealth of Virginia and the parties hereto consent to jurisdiction therein.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.\nINFe.com, Inc. RECIPIENT: ClubComputer.com, Inc.\nBy:____________________ By:_________________________\nName: Thomas M. Richfield Name: Dennis Tracz\nIts: President and CEO Its: President\n", "spans": [ [ 0, 44 ], [ 45, 248 ], [ 249, 407 ], [ 408, 713 ], [ 714, 771 ], [ 772, 1060 ], [ 1061, 1178 ], [ 1178, 1193 ], [ 1194, 1685 ], [ 1685, 1923 ], [ 1923, 2049 ], [ 2050, 2347 ], [ 2348, 2460 ], [ 2460, 2724 ], [ 2724, 2835 ], [ 2835, 2930 ], [ 2931, 3200 ], [ 3201, 3220 ], [ 3221, 3353 ], [ 3354, 3528 ], [ 3529, 3629 ], [ 3630, 3640 ], [ 3640, 3645 ], [ 3645, 3678 ], [ 3679, 3703 ], [ 3703, 3731 ], [ 3732, 3776 ], [ 3777, 3814 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 3, 6, 7, 8, 9 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 6, 7, 10 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 5, 11 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000922913/000094344000000122/0000943440-00-000122.txt" }, { "id": 425, "file_name": "922913_0000943440-00-000294_0004.txt", "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Agreement is entered into this ___ day of July, 2000, between INFe.com, Inc. (\"INFE\"), and International Data Operations, Inc. (\"IDO\"), having offices at: 200 Route 17, Mahwah N.J. 07340.\nWHEREAS, the disclosure by the parties of certain proprietary and trade secret information is necessary for the purchase of assets by INFE from IDO; and\nWHEREAS, the parties desire to protect and maintain the confidentiality of their respective trade secrets and/or other proprietary information (hereafter collectively referred to as \"Proprietary Information\") and to control and restrict its dissemination to prevent disclosure to unauthorized parties; and\nNOW THEREFORE, INFE and IDO agree to the following:\n1. INFE will disclose to IDO such portions of its Proprietary Information solely to enable IDO to determine the desirability of the proposed sale of assets of the Placeum.com division of IDO to INFE; and IDO shall not disseminate any portions of the Proprietary Information to any third party individual or entity.\n2. IDO will disclose to INFE such portions of its Proprietary Information solely to enable INFE to determine the desirability of the proposed sale of assets the Placeum.com division of IDO; and INFE shall not disseminate any portions of the Proprietary Information to any third party individual or entity.\n2. As used in this Agreement, the phrase Proprietary Information shall include, but not be limited to the following: (a) information relating to trade secrets, appropriate licenses with certain third parties, data, designs, samples, drawings, relationships, documentation, machinery, prototypes, processes, methods, concepts, facilities, research, development, patent applications, and other Proprietary Information relating to the development, testing, manufacture, or application of any such devices or systems (including but not limited to system concepts, architectures, source documents and programming documents); and (b) all marketing or financial plans, projections, resources, contracts, studies, and general information relating to the specific business opportunity contemplated herein, whether obtained verbally or in writing, or through observation. All information, tangible or intangible, whether obtained verbally or in writing, is to be considered Proprietary Information.\n4. Neither party shall disclose the Proprietary Information of the other party to any third party whatsoever by without the prior written approval of the other party and all such information shall be protected with at least the same diligence, care, and precaution that each party uses to protect its own Proprietary Information.\n5. The undertakings and obligations of the parties under this Agreement shall not apply to any information which: (a) is\ndisclosed in a printed publication available to the general public, is described by or in a patent anywhere in the world, or is otherwise in the public domain at the time of disclosure other than through the wrongful act or omission of the receiving party; (b) is generally disclosed to third parties by the disclosing party without restriction on such third parties; (c) is approved for release by prior, express, written authorization from the disclosing party.\n Exhibit - 2.4 - Pg. 14\n8. With respect to each item of Proprietary Information disclosed, this obligation of the parties under this Agreement shall expire three (3) years from the date of each such disclosure or the maximum period permitted by law if such period is less than three (3) years.\n9. No modification, alteration, or addition to this Agreement shall be binding unless mutually agreed to in writing by both parties.\n10. This Agreement shall be construed, interpreted, and enforced according to the laws of the Commonwealth of Virginia and the parties hereto consent to jurisdiction therein.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.\nINFe.com, Inc. International Data Operations, Inc.\nBy: -------------------------- By:-----------------------------\nName: Thomas M. Richfield Name: Shlornie Morgenstern\nIts: President and CEO Its: Vice President\n", "spans": [ [ 0, 44 ], [ 45, 237 ], [ 238, 390 ], [ 391, 696 ], [ 697, 748 ], [ 749, 1063 ], [ 1064, 1369 ], [ 1370, 1487 ], [ 1487, 1994 ], [ 1994, 2232 ], [ 2232, 2358 ], [ 2359, 2688 ], [ 2689, 2803 ], [ 2803, 2809 ], [ 2810, 3067 ], [ 3067, 3178 ], [ 3178, 3273 ], [ 3274, 3303 ], [ 3304, 3573 ], [ 3574, 3706 ], [ 3707, 3881 ], [ 3882, 3982 ], [ 3983, 4033 ], [ 4034, 4038 ], [ 4038, 4065 ], [ 4065, 4097 ], [ 4098, 4150 ], [ 4151, 4193 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 7, 9 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 7, 9, 10 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 5, 6, 11 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000922913/000094344000000294/0000943440-00-000294.txt" }, { "id": 426, "file_name": "925544_0000950144-00-010739_ex99-d4.txt", "text": "PIERCING PAGODA, INC.\n3910 Adler Place\nPost Office Box 25007\nLehigh Valley, Pa 18002\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis Agreement, made as of March 28, 2000 (the Effective Date), by and between Piercing Pagoda, Inc., a Delaware corporation (including its affiliates and their respective successors, transferees and permitted assigns, \"PPI\"), and the undersigned (including its affiliates and their respective successors, transferees and permitted assigns, \"Company\") in connection with, our consideration of a possible business transaction (the \"Stated Purpose\") each party may disclose certain of its proprietary and confidential information to the other party in order to facilitate discussion and analyses.\nAs a condition to the furnishing by one party (in such capacity, the \"Disclosing Party\") of such information as the Disclosing Party, in its sole and absolute discretion, may determine to furnish to the other party (in such capacity, the \"Recipient\"), the parties hereto agree to comply with the terms and conditions set forth below.\nNOW, THEREFORE, in consideration of and reliance on the respective representations, warranties and covenants contained herein and intending to be legally bound hereby, the parties hereto agree as follows:\n1. The Recipient shall take responsible steps to ensure that all Confidential Information of the Disclosing Party is kept confidential; provided, however, that such information may be disclosed to those employees or agents of the Recipient who have a need to know such information, or to such other party as may be agreed to by the Disclosing Party in writing, only if each such employee or party is informed by the Recipient of the confidential and proprietary nature of such information and of the confidentiality undertakings of the Recipient contained herein. The Recipient shall be responsible for any breach of this Agreement by its employees or agents.\n2. As used herein, \"reasonable steps\" means the steps that the Recipient takes to protect its own, similar confidential and proprietary information, which shall not be less than a reasonable standard of care.\n3. As used herein \"Confidential Information\" means all proprietary or confidential information of the Disclosing Party, including but not limited to Confidential Information regarding its products, suppliers, customers, technology, pricing, business plan, activities or know-how, whether disclosed directly or indirectly, in writing (marked as Confidential Information), orally or by drawings or inspection of documents.\n4. However, Confidential Information does not include any of the foregoing items:\n(i) prior to disclosure, is know to the public or becomes so known through no action of Recipient;\n(ii) is required to be disclosed pursuant to applicable laws, rules or regulations or governmental requirement or court order (provided, however, that the Recipient shall promptly advise the Disclosing Party of its notice of any such requirement or order);\n(iii) is already rightfully in the Recipient's possession at the time of disclosure, as evidenced by written records of the Recipient; or\n(iv) is received by the Recipient from another person or entity who is not obligated to the Disclosing party to keep the same confidential.\n5. Neither party shall, without the other party's prior written consent (a) disclose to any person or entity (other than the persons employed by either party who are actively and directly participating in the Stated Purpose) any information about the parties' discussions regarding the Stated Purpose or the terms, conditions or other facts relating thereto including the fact that discussions are taking place with respect thereto or the status thereof, or the fact that the Confidential Information has been made available to either party, except to the extent that such disclosure is required by applicable laws, rules or regulations or government requirement or court order (provided, however, that the Recipient shall promptly advise the Disclosing Party of its notice of any such requirement or order); or (b) use the Confidential Information for any purpose other than the Stated Purpose, without limiting the foregoing, the Recipient shall not trade in the securities of the Disclosing Party while in the possession of Confidential Information relating to the Disclosing Party.\n6. At the request of the Disclosing Party, the Recipient shall promptly return to the Disclosing Party all Confidential Information of the Disclosing Party in whatever medium, including any and all copies thereof. Such return (or, if authorized, destruction of Confidential Information) shall be confirmed in writing by the Recipient to the Disclosing Party.\n7. Each party agrees that it would be impossible or inadequate to measure and calculate the other party's damages from any breach of the covenants set forth in this Agreement. Accordingly, the parties agree that if either party breaches or threatens to breach any of such covenants, the non-breaching party will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. The parties further agree that no bond or other security shall be required in obtaining such equitable relief and each party hereby consents to the issuance of such injunction and to the ordering of specific performance.\n8. Each party understands and acknowledges that the Disclosing Party is not making any representation or warranty as to the accuracy or completeness of any Confidential Information furnished by or on behalf of the Disclosing Party (except to the extent and only to such effect as shall be expressly set forth in an executed and delivered definitive agreement between the parties to effect the Stated Purpose (the \"Definitive Agreement\")). Neither the Disclosing Party, its affiliates nor any of their respective officers, directors, employees or agents shall have any liability to the Recipient or any of its Representatives relating to or arising from the use of the Confidential Agreement.\n9. Except as set forth in this Agreement, neither PPI nor Company shall have any liability or obligation of any nature whatsoever to the other party, nor any obligation to enter into a Definitive Agreement, negotiate to enter into a Definitive Agreement, or refrain from negotiating similar agreements with other parties.\n10. It is further understood and agreed that this Agreement may not be amended except by an instrument signed by the party against whom enforcement is sought. This Agreement shall be governed by an interpreted in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to any conflict of law provisions. This Agreement shall become binding when any one or more counterparts hereof, individually or taken together, shall bear the signatures of PPI and Company. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, but all of which together shall constitute but one and the same instrument.\n11. IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed effected as of the date first above written.\nPIERCING PAGODA, INC. ZALE CORPORATION\nBy: /s/ John Eureyecko By: /s/ Alan P. Shor\n----------------------------- ----------------------------------\nName: John Eureyecko Name: Alan P. Shor\nTitle: President and COO Title: Executive Vice President\nand Chief Operating Officer\n", "spans": [ [ 0, 21 ], [ 22, 38 ], [ 39, 60 ], [ 61, 84 ], [ 85, 116 ], [ 117, 711 ], [ 712, 1045 ], [ 1046, 1250 ], [ 1251, 1815 ], [ 1815, 1910 ], [ 1911, 2119 ], [ 2120, 2540 ], [ 2541, 2622 ], [ 2623, 2721 ], [ 2722, 2978 ], [ 2979, 3116 ], [ 3117, 3256 ], [ 3257, 3329 ], [ 3329, 4069 ], [ 4069, 4342 ], [ 4343, 4557 ], [ 4557, 4701 ], [ 4702, 4878 ], [ 4878, 5269 ], [ 5269, 5489 ], [ 5490, 5929 ], [ 5929, 6181 ], [ 6182, 6503 ], [ 6504, 6663 ], [ 6663, 6836 ], [ 6836, 6992 ], [ 6992, 7229 ], [ 7230, 7361 ], [ 7362, 7384 ], [ 7384, 7400 ], [ 7401, 7444 ], [ 7445, 7475 ], [ 7475, 7509 ], [ 7510, 7549 ], [ 7550, 7606 ], [ 7607, 7634 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 17, 18 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 11 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 11 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 20 ] }, "nda-3": { "choice": "Entailment", "spans": [ 11 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 8 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 12, 14 ] }, "nda-13": { "choice": "Entailment", "spans": [ 12, 16 ] }, "nda-5": { "choice": "Entailment", "spans": [ 8 ] }, "nda-4": { "choice": "Entailment", "spans": [ 17, 19 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000925544/000095014400010739/0000950144-00-010739.txt" }, { "id": 427, "file_name": "925942_0001047469-98-029396_document_13.txt", "text": "Mr. Larry Addington\nAddington Enterprises, Inc.\n1500 North Big Run Road\nAshland, KY 41102\nMarch 6, 1998\nDear Mr. Addington:\nYou (which term shall include your subsidiaries or other entities controlled by you) have requested information regarding Zeigler Coal Holding Company (which term, together with its subsidiaries or other controlled entities, the \"Company\", \"us\" or \"we\") in connection with your consideration of the possible acquisition of the Company (a \"Possible Transaction\"). In consideration of our furnishing you with the Evaluation Materials (as defined below) you agree as follows:\nCONFIDENTIALITY OF EVALUATION MATERIALS\nYou will treat confidentially any information (whether written or oral) that either we or our financial advisor, CREDIT SUISSE FIRST BOSTON CORPORATION (\"CSFB\"), or our other representatives furnish to you in connection with a Possible Transaction involving the Company, together with analyses, compilations, studies or other documents prepared by you, or by your representatives (as defined below) which contain or otherwise reflect such information or your review of, or interest in the Company (collectively, the \"Evaluation Materials\"). You recognize and acknowledge the competitive value of the Evaluation Materials and the damage that could result to the Company if the Evaluation Materials were used or disclosed except as authorized by this Agreement.\nThe term \"Evaluation Materials\" includes information furnished to you orally or in writing (whatever the form or storage medium) or gathered by inspection,and regardless of whether such information is specifically identified as \"confidential.\" The term \"Evaluation Materials\" does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by you or your representatives, (ii) was or becomes available to you on a non-confidential BASIS from a source other than the Company or its representatives, provided that such source is not prohibited from disclosing such information to you by a contractual, legal or fiduciary obligation to the Company or its representatives, or (iii) is independently developed by you.\nUSE OF EVALUATION MATERIALS\nYou will not use any of the Evaluation Materials for any purpose other than the exclusive purpose of evaluating a Possible Transaction. You and your representatives will keep the Evaluation Materials completely confidential; PROVIDED, HOWEVER, that (i) any of such information may only be disclosed to those of your directors, officers, employees, agents, representatives (including attorneys, accountants and financial advisors), lenders and other sources of financing (collectively, \"your representatives\") who need to know such information for the purpose of evaluating a Possible Transaction between you and the Company (it being understood that your representatives shall be informed by you of the confidential nature of such information and shall be directed by you, and shall each expressly agree, to treat such information confidentially in accordance with this Agreement) and (ii) any other disclosure of such information may only be made if the Company consents by writing prior to any such disclosure. Without limiting the generosity of the foregoing, in the event that a Possible Transaction is not consummated neither you nor your representatives shall use any of the Evaluation Materials for any purpose. You will be responsible for any breach of this Agreement by your representatives.\nIn the event that you or any of your representatives receive a request or are required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Evaluation Materials, you or your representatives as the case may be, agree to (i) immediately notify the Company of the existence terms and circumstances surrounding such a request, (ii) consult with the Company on the advisability of taking legally available steps to resist, or narrow such request and (iii) assist the Company in seeking a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained or that the Company waives compliance with the provisions hereof, (i) you or your representatives, as the case may be, may disclose to any tribunal only that portion of the Evaluation Materials which you are advised by counsel is legally required to be disclosed, and shall exercise your best efforts to obtain assurance that confidential treatment will be accorded such Evaluation Materials and (ii) you shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by you or your representatives not permitted by this Agreement.\nNON-DISCLOSURES\nThe disclosure of your possible interest in purchasing the Company could have a material adverse effect on the Company's business if for any reason an agreement of purchase and sale is not consummated. Accordingly, unless required by applicable law, you agree that prior to the closing of a Possible Transaction, without the prior written consent of the Company, you will not, and you will direct your representatives not to, disclose to any person either the fact that discussions or negotiations are taking place concerning a possible transaction between you and the Company or any of the terms, conditions or other facts with respect to any such Possible Transaction, including the status thereof. The term \"person\" as used in this letter shall be broadly interpreted to include, without limitation, any corporation, the Company, governmental agency or body, stock exchange, partnership, association or individual.\nRETURN OF DOCUMENTS\nUpon the Company's request, you shall promptly deliver to the Company or destroy all written Evaluation Materials and any other written materials without retaining, in whole or in part, any copies, extracts or other reproductions (whatever the form or storage medium) of such material, and shall certify the destruction of such materials in writing to the Company.\nNO UNAUTHORIZED CONTACT OR SOLICITATION\nDuring the course of your evaluation, all inquiries and other communications are to be made directly to CSFB or employees or representatives of the Company specified by CSFB. Accordingly, you agree not to directly or indirectly contact or communicate with any executive or other employee of the Company concerning is Possible Transaction, or to seek any information in connection therewith from such person, without the express consent of CSFB. You also agree not to discuss with or offer to any third party an equity participation in a Possible Transaction or any other form of joint acquisition by you and such third party without CSFB's prior written consent.\nWithout the Company's prior consent, neither your or anybody acting on your behalf shall directly or indirectly for a period of two years from the date hereof (a) induce or encourage any employee of Zeigler to leave employment with Zeigler or (b) employ or hire the services of any executive, managerial, supervisory, technical, or geological employee, of Zeigler, provided that you shall not be prohibited by clause (b) above from employing or hiring the services of any person who has to be an employee of Zeigler for a period of at least 180 days prior to any direct or indirect communication of any kind between such person and you relating to possible or actual employment of such Person or hiring such Person's services.\nSTANDSTILL\nYou agree that until two years from the date of this Agreement, you will not without the prior approval of the Board of Directors (I) acquire or make any proposal to acquire any securities or property of the Company, (ii) propose to enter into any merger or business combination involving the Company or purchase a material portion of the assets of the Company, (iii) make or participate in any Of to vote, or seek to advise or influence any person with respect to the voting of any securities of the Company, (iv) form, join or participate in a \"group\" (within the meaning of Section 13( )( ) of the Securities Exchange Act of 1834) with respect to any voting securities of the Company, (v) otherwise act or seek to control or influence the management Board of Directors or policies of the Company, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing or (vii) take any action which might require the Company to make a public announcement regarding the possibility of a business combination or merger. Except as provided above, you also agree during such period not to request the Company (or its directors, officers, employees, agents or representatives) to amend or waive any provision of this paragraph.\nNO REPRESENTATION OR WARRANTY\nAlthough the Company and CSFB have endeavored to included in the Evaluation Materials Information known to them which they believe to be relevant for the purpose of your investigation, you acknowledge and agree that non of the Company, CSFB or any of the Company's other representatives or agents is making any representation or warranty, expressed or implied, as to the accuracy or completeness of the Evaluation Materials, and riches of the Company, CSFB or any of the Company's other representatives or agents, nor any of their respective officers, directors, employees, representatives, stockholders, owners, affiliates, advisors or agents, will have any liability to you of any other person resulting from the use of Evaluation Materials by you or any other person resulting from the use of Evaluation Materials by you or any of your representatives. Only those representatives or warranties that are made to a purchaser in a definitive sale agreement for the Company (\"Sale Agreement\") when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such Sale Agreement, will have any legal effect.\nYou also acknowledge and agree that no contract or agreement providing for the sale of the Company shall be deemed to exist between you and the Company unless and until a Sale Agreement has been executed and delivered by you and each of the other parties thereof, and you hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with the sale of the Company unless and until a Sale Agreement has been executed and delivered by you and each of the other parties thereto. You also agree that unless and until a Sale Agreement between the Company and you with respect to the acquisition of the Company has been executed and delivered by you and each of the other parties thereto, there shall not be any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this agreement or any other written or oral expression with respect to such transaction except, in the case of this Agreement, for the matters specifically agreed to herein. For purposes of this Agreement, the term \"Sale Agreement\" does not include an executed letter of or any other preliminary written agreement, nor does it include any oral acceptance of an offer or bid by you.\nYou further understand and agree that (I) the Company and CSFB shall be free to conduct the process for the Company's sale as they in their sole discretion shall determine (including, without limitation, negotiating with any of the prospective buyers and entering into a Sale Agreement without prior notice to you or to any other person). (ii) Any procedures relating to such sale may be changed at any time without notice to you or any other person and (iii) you shall not have any claims whatsoever against the Company, CSFB or any of their respective directors, officers, employees, stockholders, owners, affiliates, agents or representatives arising out of or relating to the sale of the Company (either than those as against the parties to a Sale Agreement with you in accordance with the terms thereof).\nLEGAL REMEDY\nYou understand and agree that money damages would not be a sufficient remedy for any breach of this Agreement by you or your representatives and that the Company will be entitled to specific performance and injunctive relief as remedies for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by you or your representatives but shall be in addition to all other remedies available at law or equity.\nOTHER\nThis Agreement constitutes the entire agreement between the parties hereto regarding the subject matter hereof. This Agreement may be changed only by a written agreement signed by the parties herein or their authorized representatives.\nThis Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof.\nIf you are in agreement with the foregoing, please sign and return one copy of this letter, it being understood that all counterpart copies will constitute but one agreement with respect to the subject matter of this letter.\nVery truly yours,\nZEIGLER GOAL HOLDING COMPANY\nBy CREDIT SUISSE FIRST BOSTON CORPORATION, solely as the Company's representative\nBy: Illegible\n-------------------------------------------\nName:\nTitle:\nAccepted and agreed to as of my date hereof:\nADDINGTON ENTERPRISES INC.\nBy: /s/ Stephen Addington\nName: Stephen Addington\n", "spans": [ [ 0, 19 ], [ 20, 47 ], [ 48, 53 ], [ 53, 71 ], [ 72, 89 ], [ 90, 103 ], [ 104, 123 ], [ 124, 487 ], [ 487, 596 ], [ 597, 636 ], [ 637, 1178 ], [ 1178, 1396 ], [ 1397, 1641 ], [ 1641, 1708 ], [ 1708, 1831 ], [ 1831, 2131 ], [ 2131, 2171 ], [ 2172, 2199 ], [ 2200, 2336 ], [ 2336, 2449 ], [ 2449, 3085 ], [ 3085, 3213 ], [ 3213, 3419 ], [ 3419, 3500 ], [ 3501, 3813 ], [ 3813, 3917 ], [ 3917, 4039 ], [ 4039, 4123 ], [ 4123, 4261 ], [ 4261, 4591 ], [ 4591, 4795 ], [ 4796, 4811 ], [ 4812, 5014 ], [ 5014, 5513 ], [ 5513, 5729 ], [ 5730, 5749 ], [ 5750, 6114 ], [ 6115, 6154 ], [ 6155, 6330 ], [ 6330, 6600 ], [ 6600, 6817 ], [ 6818, 6977 ], [ 6977, 7061 ], [ 7061, 7235 ], [ 7235, 7544 ], [ 7545, 7555 ], [ 7556, 7686 ], [ 7686, 7773 ], [ 7773, 7918 ], [ 7918, 8066 ], [ 8066, 8184 ], [ 8184, 8244 ], [ 8244, 8356 ], [ 8356, 8440 ], [ 8440, 8587 ], [ 8587, 8791 ], [ 8792, 8821 ], [ 8822, 9678 ], [ 9678, 9967 ], [ 9968, 10484 ], [ 10484, 10978 ], [ 10978, 11185 ], [ 11186, 11224 ], [ 11224, 11525 ], [ 11525, 11640 ], [ 11640, 11995 ], [ 11996, 12008 ], [ 12009, 12267 ], [ 12267, 12466 ], [ 12467, 12472 ], [ 12473, 12585 ], [ 12585, 12708 ], [ 12709, 12868 ], [ 12869, 13093 ], [ 13094, 13111 ], [ 13112, 13140 ], [ 13141, 13222 ], [ 13223, 13236 ], [ 13237, 13280 ], [ 13281, 13286 ], [ 13287, 13293 ], [ 13294, 13338 ], [ 13339, 13365 ], [ 13366, 13391 ], [ 13392, 13415 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 33 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 10 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 12 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 13, 16 ] }, "nda-20": { "choice": "Entailment", "spans": [ 36 ] }, "nda-3": { "choice": "Entailment", "spans": [ 10, 12 ] }, "nda-18": { "choice": "Entailment", "spans": [ 41, 43, 44 ] }, "nda-7": { "choice": "Entailment", "spans": [ 19, 20 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 24, 25 ] }, "nda-13": { "choice": "Entailment", "spans": [ 13, 15 ] }, "nda-5": { "choice": "Entailment", "spans": [ 19, 20 ] }, "nda-4": { "choice": "Entailment", "spans": [ 18 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000925942/000104746998029396/0001047469-98-029396.txt" }, { "id": 428, "file_name": "930796_0000950123-05-001407_y05539exv99w5.txt", "text": "CONFIDENTIALITY, NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT\nTHIS CONFIDENTIALITY, NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT (this \"Agreement\") is made as of this 24th day of September, 2004 by and among JD Holdings, LLC (\"Originator\") and GIC Real Estate, Inc. (\"Participant\").\nWHEREAS, Originator is considering entering into a transaction with the entity set forth on Exhibit I attached hereto (\"Target\") (whether structured as a purchase of assets, a purchase of securities, a merger, consolidation, combination, recapitalization, refinancing, restructuring, reorganization or otherwise, a \"Transaction\"); and\nParticipant may participate with Originator in the due diligence review and negotiations regarding the Transaction and in the consummation of the Transaction, in each case on such terms and in such capacity as may be mutually agreeable to Originator and Participant (the \"Participation\");\nWHEREAS, Originator or its Representative may execute a confidentiality agreement with Target (a \"Confidentiality Agreement\") pursuant to which Originator may agree to maintain the confidentiality of certain information and to refrain from certain activities in respect of Target's employees, and including for purposes herein, without limitation, all financial analysis and models relating to various post-Transaction structures and including all information and materials in respect of Originator which would constitute confidential information if Originator were substituted for Target throughout the Confidentiality Agreement and Participant were substituted for Originator) (such information referred to herein as \"Evaluation Material\"); and\nWHEREAS, in connection with the Participation, Participant may have access to the Evaluation Material.\nNOW, THEREFORE, for good and valuable consideration (including, without limitation, Originator's making available the Evaluation Material to Participant and Originator's engaging in discussions with Participant regarding the Participation), the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:\n1. The term \"Representatives\" means each party's affiliates and such party's and its affiliates' directors, officers, partners, employees, agents and advisors (including, without limitation, financial advisors, legal counsel and accountants), and the term \"person\" shall include any corporation, company, partnership, limited liability company, trust, governmental entity or individual.\n2. (a) Participant agrees that Participant will (i) use the Evaluation Material solely for the purposes of the Participation, (ii) not, directly or indirectly, use, disseminate, disclose, discuss or reveal any Evaluation Material, and (iii) otherwise treat and maintain in full confidence all Evaluation Material.\n(b) Participant agrees that Participant will not disclose to any person (including other possible bidders for Target and employees, customers and suppliers of Target) that the Evaluation Material has been made available to Participant, that Participant has inspected any portion thereof, the fact that Originator is considering a possible Transaction, that discussions are or may take place regarding a possible Transaction, that Originator and Participant are considering or discussing Participant's possible participation in a Transaction, or any other information regarding a possible Transaction, including the status thereof.\n(c) Neither Participant nor its Representatives shall initiate any communications with any Representative of Target concerning the Evaluation Material without Originator's prior written consent.\n(d) \"Evaluation Material\" shall not include any information which Participant can demonstrate (i) was or becomes generally available to the public other than as a result of a disclosure by Participant or its Representatives, or (ii) was or becomes available to Participant or its Representatives on a nonconfidential basis from a source other than Originator or its Representatives or Target or its representatives (provided that such source is not known by participant to be bound by a confidentiality obligation or fiduciary obligation prohibiting or otherwise restricting the disclosure of such information) or (iii) is required by law, legal process or any applicable government agency or court or other tribunal of competent jurisdiction to be disclosed.\n(e) The foregoing restrictions shall not apply to disclosures by Participant to its Representatives to whom disclosure is required in order to permit Participant to evaluate its participation in a possible Transaction and to whom disclosure is made for the purposes of such evaluation; provided that prior to making any such disclosure, Participant shall apprise its Representatives of the confidential nature of such matters and the obligations of Participant hereunder. Participant shall in any event be liable to Originator for any actions by such persons which would constitute a breach of this Agreement if taken by Participant.\n(f) In the event that Participant or any Representative of Participant is requested or becomes legally compelled (by oral questions, interrogatories; requests for information or documents, subpoena, civil investigative demands or similar process) to disclose any of the Evaluation Material or take any other action prohibited by this Agreement, Participant shall, to the extent practicable, provide Originator with prompt written notice thereof (in reasonable detail) so that Originator may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, Participant shall furnish only that portion of the Evaluation Material or take only such action as is legally required by law or binding order.\n3. In the event that a Transaction is not consummated and upon originator's written request, or otherwise upon Originator's written request, all Evaluation Material supplied by Originator, Target or their respective Representatives (and all copies, extracts or other reproductions in whole or in part thereof, whether prepared by Originator or any of its Representatives or any other person) shall be returned to Originator or, with the Originator's written permission, destroyed and not retained by Participant or its Representatives in any form or for any reason except as required by law or regulations. This provision applies to all documents, memoranda, notes, computer programs and data bases and other writings whatsoever prepared by Participant or its Representatives based on, containing or otherwise reflecting the Evaluation Material.\n4. To the extent the Evaluation Material includes or otherwise involves intellectual property, technical data, technology, processes, applications for patents, trade secrets or know-how, disclosure thereof to Participant or its Representatives by or on behalf of Originator, Target or any of their respective Representatives shall not be construed as the grant of any license or of any right to use the same, except for the sole purpose of evaluating and completing a potential Transaction.\n5. Participant hereby covenants and agrees that for a period of eighteen months following the date hereof, it shall not, without the prior written consent of Originator (which will not be unreasonably withheld) directly or indirectly:\n(a) enter into negotiations, provide advice, provide any form of financial assistance (including, without limitation, debt or equity investments) or otherwise encourage, facilitate or consummate any transaction involving Target (whether structured as an investment, a purchase or assets, a purchase of debt or equity interests (including, without limitation, options, warrants or other securities or instruments convertible into or exercisable or exchangeable for debt or equity interests or equity appreciation rights, phantom equity or similar instruments or rights containing equity-like features), a merger, consolidation, combination, recapitalization, refinancing, restructuring, reorganization or otherwise) without the prior express written consent of Originator; or\n(b) initiate discussions with respect to the prospective employment of, or hire for employment, any employees of Target or any subsidiary thereof.\n6. Participant acknowledges and agrees that neither Originator nor any Representative of Originator makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material. Any representations or warranties with respect to Originator, Target or otherwise made in connection with the consummation of a potential Transaction shall be contained only in a definitive agreement, if any, to which Participant and Originator are parties. Originator and its Representatives expect that Participant shall conduct its own independent investigation and analysis of Target and a potential Transaction, and you agree that neither Originator nor any of its Representatives shall have any liability to Participant or its Representatives resulting from the use of the Evaluation Material supplied by Originator, Target or any of its Representatives.\n7. Nothing herein shall be deemed to obligate Participant to enter into any transaction or arrangement with Originator or Target, and Originator shall be entitled to terminate the Participation and to demand the return or destruction of all Evaluation Materials by Participant at any time without limiting Participant's obligations hereunder.\n8. Participant acknowledges and affirms that money damages would not be a sufficient remedy for any breach of this Agreement by it and that Originator shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement, but shall be in addition to all other remedies available at law or in equity. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that Participant has breached this Agreement, then Participant shall be liable for and shall pay to Originator the reasonable legal fees and expenses and court costs incurred by Originator in connection with any such litigation, including any appeal therefrom.\n9. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be deemed affected, impaired or invalidated.\n10. This Agreement may not be amended or waived, in whole or in part, except with the written consent of Originator and Participant. It is understood and agreed that no failure or delay by Originator in exercising any right, power or privilege hereunder shall operate as a waiver hereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege.\n11. This Agreement shall be governed by and construed in accordance with the internal laws of New York State.\n12. The language used herein shall be deemed to be the language mutually chosen by the parties hereto to express their intent and understanding, and no doctrine of construction shall be applied against either party.\n13. This Agreement may be executed in two counterparts, each of which shall be deemed to be an original and both of which together shall be deemed to constitute one fully-executed Agreement.\n14. This agreement shall expire upon the earlier of the date the Transaction is consummated or eighteen months from the date hereof.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.\nOriginator:\nJD Holdings, LLC\nBy: /s/ Jonathan D. Eilian\n-------------------------\nIts: Managing Member\nParticipant:\nGIC Real Estate, Inc.\nBy: /s/ Howard Margolis\nIts:\nExhibit I\nName of Entity\nJohn Q. Hammons Hotels\n", "spans": [ [ 0, 63 ], [ 64, 286 ], [ 287, 621 ], [ 622, 910 ], [ 911, 1657 ], [ 1658, 1760 ], [ 1761, 2138 ], [ 2139, 2525 ], [ 2526, 2529 ], [ 2529, 2574 ], [ 2574, 2652 ], [ 2652, 2761 ], [ 2761, 2839 ], [ 2840, 3470 ], [ 3471, 3665 ], [ 3666, 3760 ], [ 3760, 3894 ], [ 3894, 4280 ], [ 4280, 4425 ], [ 4426, 4898 ], [ 4898, 5059 ], [ 5060, 5604 ], [ 5604, 5820 ], [ 5821, 6428 ], [ 6428, 6666 ], [ 6667, 7157 ], [ 7158, 7392 ], [ 7393, 8167 ], [ 8168, 8314 ], [ 8315, 8536 ], [ 8536, 8794 ], [ 8794, 9196 ], [ 9197, 9539 ], [ 9540, 9815 ], [ 9815, 9988 ], [ 9988, 10351 ], [ 10352, 10701 ], [ 10702, 10835 ], [ 10835, 11140 ], [ 11141, 11250 ], [ 11251, 11466 ], [ 11467, 11657 ], [ 11658, 11790 ], [ 11791, 11894 ], [ 11895, 11906 ], [ 11907, 11923 ], [ 11924, 11950 ], [ 11951, 11976 ], [ 11977, 11997 ], [ 11998, 12010 ], [ 12011, 12032 ], [ 12033, 12056 ], [ 12057, 12061 ], [ 12062, 12071 ], [ 12072, 12086 ], [ 12087, 12109 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 25 ] }, "nda-10": { "choice": "Entailment", "spans": [ 13 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Entailment", "spans": [ 23 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 26, 28 ] }, "nda-7": { "choice": "Entailment", "spans": [ 7, 19 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 21 ] }, "nda-13": { "choice": "Entailment", "spans": [ 15, 17 ] }, "nda-5": { "choice": "Entailment", "spans": [ 7, 19 ] }, "nda-4": { "choice": "Entailment", "spans": [ 9, 10 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000930796/000095012305001407/0000950123-05-001407.txt" }, { "id": 430, "file_name": "935703_0001047469-98-030238_document_4.txt", "text": "NON-COMPETITION AGREEMENT\nTHIS NON-COMPETITION AGREEMENT (\"Agreement\"), made the ______ day of ____________, 1998, by and among [ ] (the \"Selling Shareholder\") and Dollar Tree Stores, Inc., a Virginia corporation (\"Parent\") and its wholly-owned subsidiary Dollar Tree West, Inc., a California corporation (\"Sub\") (Parent and its direct and indirect subsidiaries, including Sub, are referred to hereinafter as \"Dollar Tree\"). W I T N E S S E T H:\nWHEREAS, Selling Shareholder owns _____________________ percentage of all the issued and outstanding shares of stock of Step Ahead Investments, Inc., a California corporation (\"SAI\"); and\nWHEREAS, concurrently herewith and pursuant to the Merger Agreement dated July 22, 1998, (\"Merger Agreement\"), Sub will be merged with and into SAI with SAI as the surviving corporation (the \"Merger\").\nWHEREAS, concurrently herewith and pursuant to the Merger Agreement, all of the issued and outstanding stock of SAI will be converted into shares of common stock of Parent.\nWHEREAS, Selling Shareholder acknowledges that (i) SAI directly or indirectly operates stores, offices and distribution facilities under the name Step Ahead Investments and the tradenames \"98CENTS Clearance Center\" and \"Clearance 98CENTS Centers\" engaged in the retail and wholesale distribution of variety merchandise (the \"Business\"); (ii) the Business is conducted in the United States; (iii) the operation of the Business by SAI has given Selling Shareholder access to trade secrets of and confidential information relating to, the Business; and\nWHEREAS, the parties hereto agree that Selling Shareholder and Selling Shareholder's affiliates shall not compete (as described herein) with Dollar Tree for a certain period of time subsequent to the Effective Time as defined in the Merger Agreement in accordance with the terms and conditions set forth herein; and\nWHEREAS, as a fundamental condition to the consummation of the Merger, the Selling Shareholder has agreed to enter into this Agreement, which is designed to ensure Dollar Tree receives the value of the Merger; and\nWHEREAS, Selling Shareholder further acknowledges Dollar Tree may suffer irreparable damage should Selling Shareholder breach this Agreement.\nNOW, THEREFORE, in consideration of good and valuable consideration described above and the covenants hereinafter set forth, the receipt and sufficiency of which is hereby acknowledged by Selling Shareholder, and for the grant of [___________] options to purchase the stock of Parent pursuant to the terms of a separate option agreement, it is agreed as follows:\n1. NON-COMPETITION COVENANT.\nThe Selling Shareholder acknowledges (i) as an [director,] officer and principal shareholder of SAI, he has been instrumental in the Business of SAI and its success and (ii) has been privy to and had access to the offices, personnel, technology, confidential and proprietary information of SAI.\n1.1 Selling Shareholder agrees, during the period ending five years from the Effective Time (\"Restricted Period\"), neither Selling Shareholder nor any affiliate of Selling Shareholder shall conduct any of the following activities described in Sections 1.1.1, 1.1.2, and 1.1.3:\n1.1.1 engage in Restricted Activities within the Restricted Area (as defined below); or\n1.1.2 operate or promote within the Restricted Area a store using (or at least a 500 square foot area within a store dedicated to) a single price point retail concept selling goods at a single price point at or below $2.00; or\n1.1.3 operate any variety, clearance, or close-out retail store in the same shopping center as any retail location of SAI existing as of the Effective Time or, in the case of an existing store of SAI not in a\nshopping center, within one-quarter mile of such retail location. 1.2 Selling Shareholder agrees that, at no time after the Effective Time for so long as Dollar Tree or its successors carry on the Business, shall Selling Shareholder or Selling Shareholder's Affiliates operate any business (a) under the names or names similar to \"98 CENTS Clearance Center,\" \"Clearance 98 CENTS Centers,\" \"Everything 98 CENTS ... or less,\" or \"Step Ahead Investments\"; (b) advertise or promote outside or within a store using the terms, or terms similar to \"Everything 98 CENTS,\" 98 CENTS Clearance Centers,\" and \"Clearance 98 CENTS Centers\"; or (c) under any name containing the words \"98 CENTS,\" \"Tree,\" or \"Super Dollar,\" including their plurals. 1.3 As used in this Agreement, the following terms have the following meanings:\n1.3.1 a. While Selling Shareholder is a resident of California, \"Restricted Area\" shall mean all counties and cities in the States of California and Nevada in which SAI, as of the Effective Time, carries on the Business. The covenant not to compete in the Restricted Area shall be construed as a series of separate covenants with regard to such city or county in the States of California and in Nevada.\nb. If Selling Shareholder ceases to be a resident of California, immediately upon Selling Shareholder's change of residency \"Restricted Area\" shall mean each state in which either Dollar Tree or SAI, as of the Effective Time, has a store or otherwise carries on the Business. The covenant not to compete in the Restricted Area shall be viewed as a series of separate covenants with regard to each state where either Dollar Tree or SAI carries on the Business.\n1.3.2 \"Restricted Activities\" means the operation of (i) a wholesale merchandise business that supplies stores of the type described in clause (ii) hereof, or (ii) any store engaged in the retail sale of goods (e.g., toys, health and beauty aids, food, books, party goods, stationery, hardware, housewares, jewelry, hair products, crafts, pet supplies, etc.) where at least eighty percent (80%) of such goods are sold at or below $2.00.\n1.3.3 A \"shopping center\" means a group of at least six (6) retail shops organized in a strip or mall configuration (but not necessarily in attached or adjacent buildings) sharing common parking areas and having the same landlord or leasing agent.\n1.4 Selling Shareholder agrees that the restrictions in Section 1 are reasonable and necessary to protect the value of Dollar Tree, including the good will associated therewith, and do not unduly restrict Selling Shareholder's ability to earn a livelihood.\n2. NO SOLICITATION AND NO HIRE OF EMPLOYEES. Unless the parties hereto otherwise agree, Selling Shareholder agrees that from July 22, 1998 until the end of the Restricted Period, Selling Shareholder has not and shall not, directly or indirectly, hire or attempt to hire any employee of Dollar Tree or SAI, or solicit, induce, or attempt to solicit or induce (other than through newspaper classified advertisements) any employee of Dollar Tree or SAI to leave his or her job for any reason whatsoever without the written consent of Dollar Tree. For purposes of this paragraph, an \"employee\" shall mean, as of any given date, anyone who has been an employee of Dollar Tree or SAI or any affiliate at any time during the four (4) month period prior to such date.\n3. RETURN OF PROPERTY. All property, materials, memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of SAI or its affiliates relating to or useful in the operation of the Business, are and shall be SAI's property (\"Property\") and all such Property that is confidential or that SAI does not have copies of shall be delivered to SAI at or prior to the Effective Time; provided, however, Selling Shareholder shall be allowed to retain copies of such Property necessary for Selling Shareholder to prepare, compute or support Selling Shareholder's tax returns or tax liabilities.\n4. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. Selling Shareholder shall not, without the prior written approval of Dollar Tree, at any time copy, reproduce, disclose or divulge to any third party, use or permit others to use any confidential information of SAI or Dollar Tree (including financial information, sources of supplies and materials, prospective and existing expansion programs, joint ventures and affiliate agreements, business systems and marketing methods, and all business affairs). During the Restricted Period, Selling Shareholder shall keep secret and retain in strictest confidence, and shall not use for the benefit of Selling Shareholder, Selling Shareholder's affiliate, or others, all confidential matters of the Business or of Dollar Tree, including trade secrets, details of supplier contracts, lease provisions and terms, operational methods and marketing plans or strategies. Notwithstanding the foregoing, nothing herein contained shall preclude Selling Shareholder from using the confidential information described in this Section 4 in the operation of or in the leasing of any real property or the operation of any business in connection with a business not coming within the definition of Restricted Activities or for other personal use, so long as such use does not conflict with any provision of this Agreement. This Section 4 shall not apply if (a) such information is already known to such party or to others not bound by a duty of confidentiality or such information is or becomes publicly available through no fault of Selling Shareholder or Selling Shareholder's Affiliates, (b) the use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the closing under the Merger Agreement, or (c) the furnishing or use of such information is required by legal proceedings.\n5. COOPERATION. Selling Shareholder agrees to cooperate in any reasonable manner with any reasonable requests by Dollar Tree from time to time to verify compliance with the provisions of this Agreement, provided, however, Dollar Tree shall reimburse Selling Shareholder for Selling Shareholder's reasonable out-of-pocket costs in complying with such request.\n6. AFFILIATES.\n6.1. Selling Shareholder agrees that the restrictions contained in Sections 1, 2, 3, and 4 above shall apply to any direct or indirect activities of Selling Shareholder whether conducted as (i) an individual, (ii) a partner (limited or otherwise) or joint venturer with any other person or entity, (iii) an employee, agent or representative of any other person or entity, (iv) as an officer, director or shareholder of any corporation (other than the ownership of less than 5% of the interests in a publicly traded entity), or (v) as a member or manager of any limited liability company (other than the ownership of less than 5% of the interests in a publicly traded entity).\n6.2. As used herein, the term \"affiliate\" with respect to any person shall mean any person or entity which controls such person, which that person controls, or which is under common control with that person. In the case of Selling Shareholder, the term \"affiliate\" shall include the spouse, sibling, or lineal descendant or ancestor of Selling Shareholder, a trust for the benefit of any of the preceding, or any corporation, partnership, joint venture, or other entity which the Selling Shareholder, the spouse, sibling, or lineal descendant or ancestor of Selling Shareholder, or a trust for the benefit of any of the preceding, controls. For purposes of the preceding sentences, the term \"control\" means the power, direct or indirect through one or more intermediaries, to direct or cause to the direction of the management and policies of a person or entity through voting securities, contract, or otherwise.\n7. INJUNCTION; REMEDIES. The Selling Shareholder acknowledges that Dollar Tree shall have no adequate remedy at law and that irreparable injury may result to Dollar Tree in the event Selling Shareholder violates or breaches any of the above agreements, covenants, or restrictions. Therefore, it is hereby agreed that upon any breach of any of the above covenants, agreements, or restrictions, Dollar Tree shall be entitled, in addition to any other remedies available, to an injunction to restrain the violation or breach of any of the terms of such covenants, agreements, or restrictions by Selling Shareholder, and that no bond shall be required in procuring any such injunction. In addition, if any party files suit to enforce its rights under this Agreement and prevails, the other party agrees to reimburse the prevailing party for all reasonable costs and fees, including any reasonable attorney's fees the prevailing party incurs. The court shall determine who is the prevailing party for purposes of the preceding sentence. The foregoing remedies for breach of this Agreement are cumulative and not exclusive of any other remedies Dollar Tree may have at law or in equity in the event of breach.\n8. ENFORCEABILITY.\n8.1 Selling Shareholder has examined this Agreement in detail, understands the nature of the burdens imposed by this Agreement, and is entering into this Agreement on Selling Shareholder's own volition. Selling Shareholder has been encouraged by Dollar Tree to have this Agreement reviewed by Selling Shareholder's independent legal counsel and has had adequate opportunity to do so. Selling Shareholder agrees that the restrictions, covenants and agreements contained in this Agreement are (i) reasonable in all respects (including, without limitation, geographic area and duration), (ii) necessary to protect the value of Dollar Tree, and (iii) are not unduly harsh upon Selling Shareholder's ability to earn a livelihood. Selling Shareholder represents that upon careful review, Selling Shareholder knows of no reason why any agreement, covenant, or restriction contained in this Agreement is not reasonable and enforceable.\n8.2 If any provision of this Agreement shall be found by any arbitration panel or court of competent jurisdiction to be invalid or unenforceable, such provision shall be replaced by such panel or court by a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of the invalid or unenforceable provision and, as modified, shall be enforced as any other provision hereof, all other provisions continuing in full force and effect to the maximum extent possible. The enforceability of the remaining provisions shall not in any way be affected or impaired thereby.\n9. NON-DISPARAGEMENT. From and after the execution of this Agreement, the Selling Shareholder shall not make any material public statement, representation or communication of any sort, whether oral, in writing, or by any other medium, which disparages Dollar Tree, its directors, officers, shareholders, partners, employees, products, services or financial condition.\n10. NO DEFENSE. The existence of any claim or cause of action of the Selling Shareholder against Dollar Tree, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by Dollar Tree of the restrictions, covenants and agreements contained herein.\n11. AMENDMENT AND MODIFICATION. Subject to applicable law, this Agreement may be amended, modified and supplemented only by written agreement of Selling Shareholder and Dollar Tree at any time.\n12. WAIVER OF COMPLIANCE; CONSENTS. Any failure of the Selling Shareholder to comply with any obligation, covenant, agreement or condition herein may be waived only by a writing signed by Dollar Tree only and such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.\n13. NOTICES. All claims, notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given or made (i) upon receipt when delivered by hand or sent by overnight delivery by a nationally recognized private courier, (ii) upon receipt for notices delivered by facsimile or (iii) three (3) business days after being mailed, first class, certified mail, return receipt requested, with postage prepaid:\n13.1 If to the Selling Shareholder, to:\n[Insert address]\nwith a required copy to:\nLatham & Watkins\n505 Montgomery Street, Suite 1900\nSan Francisco, California 94111\nAttention: Tracy Edmonson, Esquire\nTelecopier: 415-395-8095\nor to such other person or address as any of the Selling Shareholder shall furnish to Dollar Tree.\n13.2 If to Dollar Tree to:\nDollar Tree Stores, Inc.\n500 Volvo Parkway\nChesapeake, Virginia 23320\nAttention: Mr. H. Ray Compton\nTelecopier: 757-321-5111\nin each case with a required copy to:\nWilliam A. Old, Jr., Esquire\nHofheimer Nusbaum, P.C.\n1700 Dominion Tower\n999 Waterside Drive\nNorfolk, Virginia 23510\nTelecopier: 757-629-0660\nor to such other person or address as Dollar Tree shall furnish to the Selling Shareholder.\n14. ASSIGNMENT. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and any subsidiaries of Dollar Tree and their respective heirs, successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties.\n15. GOVERNING LAW. While Selling Shareholder is a resident of California, the Agreement shall be governed by the internal laws of the State of California, and the Courts of the State of California and the United States District Court for the Eastern District of California shall be the exclusive courts of jurisdiction and venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, in connection with, or by reason of this Agreement. If Selling Shareholder ceases to be a resident of California, immediately upon Selling Shareholder's change of residency, this Agreement shall be governed by the internal laws of the Commonwealth of Virginia, and the Circuit Court of the City of Norfolk and the United States District Court, Eastern District of Virginia, Norfolk Division, shall be the exclusive courts of jurisdiction and venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, in connection with, or by reason of this Agreement. The parties hereby consent to the jurisdiction of such courts.\n16. COUNTERPARTS. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dollar Tree and Selling Shareholder agree that at least two (2) completely executed counterparts of this Agreement shall be delivered to Dollar Tree and at least two (2) completely executed counterparts of this Agreement shall be delivered to Selling Shareholder.\n17. HEADINGS. The article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.\n18. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties.\n19. CONSTRUCTION. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. The word \"including\" shall mean including without limitation.\n20. RIGHTS OF THIRD PARTIES. Nothing in this Agreement shall be construed as giving any person, firm, corporation, or other entity, other than the parties who are signatory hereto and their respective successors and permitted assigns, any right, remedy, or claim under or in respect of this Agreement or any provision hereof.\nIN WITNESS WHEREOF, the parties hereto have made and entered into this Agreement under their hand and seal as of the date first hereinabove set forth.\n------------------------------\n[Name]\nSelling Shareholder\nDOLLAR TREE STORES, INC.\nBy\n-------------------------\nName:\nTitle:\nDOLLAR TREE WEST, INC.\nBy\n-------------------------\nName:\nTitle:\nState of\nCity/County of\nThe foregoing instrument was acknowledged before me this ___ day of ___________, 1998, by ______________________________ as Selling Shareholder.\n-------------------------------------\nNotary Public\nMy commission expires:\nCommonwealth of Virginia\nCity of\nThe foregoing instrument was acknowledged before me this ___ day of ____________, 1998, by ________________________ as the ___________________ of Dollar Tree Stores, Inc., a Virginia corporation, on behalf of such corporation, and as the ___________________ of Dollar Tree West, Inc., a California corporation, on behalf of such corporation.\n--------------------------------------\nNotary Public\nMy commission expires:\n--------------------\n", "spans": [ [ 0, 25 ], [ 26, 425 ], [ 425, 445 ], [ 446, 480 ], [ 480, 502 ], [ 502, 633 ], [ 634, 835 ], [ 836, 1008 ], [ 1009, 1056 ], [ 1056, 1346 ], [ 1346, 1399 ], [ 1399, 1558 ], [ 1559, 1874 ], [ 1875, 2088 ], [ 2089, 2230 ], [ 2231, 2593 ], [ 2594, 2622 ], [ 2623, 2660 ], [ 2660, 2792 ], [ 2792, 2917 ], [ 2918, 3194 ], [ 3195, 3282 ], [ 3283, 3509 ], [ 3510, 3718 ], [ 3719, 3785 ], [ 3785, 4009 ], [ 4009, 4172 ], [ 4172, 4349 ], [ 4349, 4453 ], [ 4453, 4457 ], [ 4457, 4532 ], [ 4533, 4754 ], [ 4754, 4935 ], [ 4936, 5212 ], [ 5212, 5395 ], [ 5396, 5449 ], [ 5449, 5539 ], [ 5539, 5555 ], [ 5555, 5832 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"spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 43 ] }, "nda-7": { "choice": "Contradiction", "spans": [ 49 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 49 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 50 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000935703/000104746998030238/0001047469-98-030238.txt" }, { "id": 431, "file_name": "938733_0000912057-99-002412_document_3.txt", "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (this \"AGREEMENT\") is entered into as of September 20, 1999 (the \"EFFECTIVE DATE\") by and between Premisys Communications, Inc. (\"PREMISYS\") and Zhone Corporation (\"RECIPIENT\").\nThe parties desire to pursue certain business discussions solely for the purpose (the \"BUSINESS PURPOSE\") of evaluating a possible business transaction between themselves, including discussions regarding (i) the strategic importance and value of Premisys or any of its products or technology to Recipient's business, and (ii) the possible structures of any business transaction between Premisys and Recipient. In connection with such discussions, Premisys may elect to make available and disclose to Recipient certain of its confidential information solely for the Business Purpose.\nAccordingly, in consideration of the disclosure of any such confidential information by Premisys to Recipient, and the mutual agreements of the parties set forth in this Agreement, and in order to facilitate the evaluation of the possible business transaction described above, the parties agree as follows:\n1. DEFINITION OF \"CONFIDENTIAL INFORMATION. As used in this Agreement, \"CONFIDENTIAL INFORMATION\" means all information disclosed by Premisys or its agents to Recipient (or to Recipient's attorneys, accountants or other professional advisors, collectively, its \"REPRESENTATIVES\") in connection with the Business Purpose, including without limitation, information regarding Premisys' products, computer software, technology, agreements, customers, suppliers, financial condition, business plans or strategies and also includes all information contained in any notes, analyses, compilations, studies, interpretations or other documents prepared by Recipient or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished by Premisys or its agents; PROVIDED, HOWEVER, that Confidential Information will NOT include information that:\n(a) is as of the Effective Date, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known or readily ascertainable through proper means to persons knowledgeable in the relevant industry;\n(b) was acquired by Recipient by proper means without restriction as to use or disclosure BEFORE receiving such information from Premisys;\n(c) is hereafter rightfully furnished to Recipient by a third party, without restriction as to use or disclosure; or\n(d) was independently developed by Recipient without use of Premisys' Confidential Information.\n2. RESTRICTIONS ON USE AND DISCLOSURE. Recipient agrees: (a) to hold Premisys' Confidential Information in strict confidence; (b) not to disclose such Confidential Information to any third parties (other than on a confidential basis to its Representatives in furtherance of the Business Purpose); and (c) not to use any Confidential Information for any purpose except for the Business Purpose. Recipient may disclose Premisys' Confidential Information to its employees with a bona fide need to know, but only to the extent reasonably necessary to carry out the Business Purpose. Recipient agrees to instruct all such employees that they may not use such Confidential Information for any purpose other than the Business Purpose and (except as permitted by the terms of this Agreement) not to disclose such Confidential Information to third parties, including consultants, without the prior written consent of Premisys.\n3. NON-DISCLOSURE OF TRANSACTION. Recipient will not, without the prior written consent of Premisys, disclose to any third party (except as permitted by the terms of this Agreement) the fact that any Confidential Information has been disclosed hereunder, that discussions or negotiations are taking place concerning a possible transaction involving the parties or any of the terms, conditions or other facts with respect thereto (including the status thereof); PROVIDED, HOWEVER, that Recipient (and its Representatives) may make such disclosure if, in the reasonable opinion of counsel for such party, such disclosure is required by law, regulation or any stock exchange or the Nasdaq National Market.\n4. REQUIRED DISCLOSURE. In the event that Recipient or any of its Representatives is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information of Premisys, Recipient shall provide Premisys with prompt written notice of any such request or requirement so that Premisys may seek a protective order, confidential treatment or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order, confidential treatment or other remedy or the receipt of a waiver by Premisys, Recipient or its Representatives are requested or required to make the disclosure and, in the reasonable opinion of legal counsel for Recipient, legally compelled to disclose Premisys' Confidential Information to any court, tribunal or agency or else stand liable for contempt or suffer other censure or penalty, Recipient or its Representatives may, without liability hereunder, disclose to such tribunal or agency only that portion of Premisys' Confidential Information which such counsel advises is legally required to be disclosed, provided that Recipient and its Representative exercise their best efforts to preserve the confidentiality of Premisys' Confidential Information, including, without limitation, by cooperating with Premisys to obtain an appropriate protective order or other assurance that confidential treatment will be accorded Premisys' Confidential Information by such tribunal or agency.\n5. RETURN/DESTRUCTION OF CONFIDENTIAL INFORMATION. Premisys may, at any time, deliver written notice (a \"TERMINATION NOTICE\") to Recipient of Premisys' election to have all tangible materials (including without limitation paper and magnetic storage media) in the possession of Recipient (or its Representatives) which contain, reflect, are based upon or derived from, in whole or in part, any of Premisys' Confidential Information (\"CONFIDENTIAL MATERIALS\") either returned to Premisys or, at Premisys' election, destroyed. Upon receipt of a Termination Notice, Recipient shall, within twenty (20) calendar days, either: (i) return the Confidential Materials in its possession to Premisys and instruct its Representatives to do the same; (ii) destroy the Confidential Materials in a secure manner and instruct its Representatives to do the same; or (iii) at Premisys' election, take any combination of steps (i) and (ii). Prior to the expiration of the foregoing twenty (20) period, Recipient shall certify in writing to Premisys that it has complied with its obligations under this Section 5 (a \"COMPLIANCE CERTIFICATE\"). Notwithstanding the provisions of this Section 5, if Recipient receives a Termination Notice, it shall not be required to return or destroy Confidential Materials to the extent that, in the reasonable opinion of legal counsel for such party, such return or destruction violates any law or regulation; PROVIDED, HOWEVER, that in such event Recipient shall describe in its Compliance Certificate the extent to which it is not returning or destroying Confidential Materials. Notwithstanding any return or destruction of Confidential Materials, Recipient will continue to be bound by its obligations under this Agreement with respect to Confidential Information contained or reflected in such Confidential Materials.\n6. NO LICENSE OR OTHER RIGHTS. Nothing contained in this Agreement will be construed as granting any rights to Recipient, by license or otherwise, to any of Premisys' Confidential Information except as expressly specified in this Agreement.\n7. NO REPRESENTATION OF ACCURACY. Recipient acknowledges and agrees that Premisys makes no representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information disclosed to Recipient in connection with the Business Purpose. Recipient agrees that neither Premisys nor its agents, shall have any liability to Recipient or its Representatives relating to or resulting from the use of the Confidential Information or any errors therein or omissions therefrom. Only those representations and warranties which are made in the final definitive agreement between the parties hereto regarding any transactions contemplated hereby, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.\n8. NO OBLIGATION REGARDING BUSINESS PURPOSE. Each party acknowledges that (i) neither party will be under any obligation of any kind by virtue of this Agreement to enter into any agreement relating to the Business Purpose or the possible transaction referred to herein and (ii) unless and until a binding written agreement to the contrary is executed and delivered by the parties hereto, each party reserves the absolute right, in its sole discretion, to reject any and all proposals made by the other party with regard to any possible transaction relating to the Business Purpose and to terminate discussions relating to such a possible transaction at any time.\n9. NONSOLICITATION OF EMPLOYEES. Beginning on Effective Date and continuing for a period of six months thereafter, Recipient will not, either for itself or for any other person or entity, directly or indirectly, solicit, induce or attempt to induce any employee of Premisys to terminate his or her employment with Premisys. The parties agree that general solicitation or recruitment of prospective employees through newspaper advertising or job fairs shall not be deemed a violation of this provision.\n10. STANDSTILL. Beginning on the Effective Date and continuing for a period of one (1) year thereafter, neither Recipient nor any of its affiliates will (and neither party nor any of its affiliates will assist or encourage others to), directly or indirectly, unless specifically requested to do so in writing in advance by Premisys' Board of Directors:\n(a) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the \"EXCHANGE ACT\")) of any of Premisys' assets or businesses or any securities issued by Premisys, or any rights or options to acquire such ownership, including from a third party; or\n(b) make, or in any way participate, in any solicitation of proxies or consents with respect to any securities of Premisys which are, or may be, entitled to vote in the election of Premisys' directors (\"VOTING SECURITIES\"), become a \"participant\" in any \"election contest\" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to Premisys; or seek to advise, encourage or influence any person or entity with respect to the voting of any Voting Securities; or demand a copy of Premisys' stock ledger, list of its stockholders or other books and records; or call or attempt to call any meeting of the stockholders of Premisys; or\n(c) form, join, or in any way participate, directly or indirectly, in a \"group\" within the meaning of Section 13(d)(3) of the Exchange Act with respect to any securities of Premisys.\n11. INJUNCTIVE RELIEF; LEGAL FEES AND EXPENSES. Recipient acknowledges that any violation of the terms of this Agreement would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Recipient agrees that Premisys will have the right to obtain equitable relief, including an injunction or specific performance, as a remedy for any breach of the terms of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach. In the event of litigation arising from or relating to this Agreement, the party which is found to be the prevailing party by a court of competent jurisdiction in a final, non-appealable order shall receive from the non-prevailing party the reasonable legal fees and expenses, including attorney fees, incurred by the prevailing party in connection with such litigation, including any appeal therefrom.\n12. GOVERNING LAW; JURISDICTION AND VENUE. The internal laws of the State of California (irrespective of its choice of law principles) will govern the validity of this Agreement, the construction of its terms, and the interpretation and enforcement of the rights and duties of the parties hereto. Each of the parties hereby irrevocably consents to the exclusive jurisdiction of and venue in the United States District Court for the Northern District of California in connection with any litigation of a dispute between them arising from or relating to this Agreement and waives any and all right to object to the jurisdiction of such court or to claim that venue in such court is not proper.\n13. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect to such subject matter.\n14. AMENDMENT AND WAIVERS. Any term or provision of this Agreement may be amended only by the written consent of each of the parties hereto. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound by such waiver. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default.\n15. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which will be an original as regards any party whose signature appears thereon and all of which together will constitute one and the same instrument. This Agreement will become binding when one or more counterparts hereof, individually or taken together, will bear the signatures of all parties reflected hereon as signatories.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers or representatives.\nPREMISYS COMMUNICATIONS, INC. ZHONE CORPORATION\nBy: /s/ John J. Hagedorn By: /s/ Mory Ejabat\n---------------------------- ---------------------------------------\nTyped Name: JOHN J. HAGEDORN Typed Name: MORY EJABAT\n-------------------- -------------------------------\nTitle: Sr. VP/Chief Financial Title: Chairman and Chief Executive Officer\n------------------------- ------------------------------------\nOfficer\n-------------------------\nBy:\n-------------------------------\nTyped Name: JEANNETTE SIMONDS\n-----------------------\nTitle:\n----------------------------\n", "spans": [ [ 0, 24 ], [ 25, 232 ], [ 233, 437 ], [ 437, 554 ], [ 554, 643 ], [ 643, 815 ], [ 816, 1122 ], [ 1123, 1167 ], [ 1167, 2001 ], [ 2002, 2228 ], [ 2229, 2367 ], [ 2368, 2484 ], [ 2485, 2580 ], [ 2581, 2620 ], [ 2620, 2638 ], [ 2638, 2707 ], [ 2707, 2882 ], [ 2882, 2975 ], [ 2975, 3160 ], [ 3160, 3498 ], [ 3499, 3533 ], [ 3533, 4201 ], [ 4202, 4226 ], [ 4226, 4785 ], [ 4785, 5816 ], [ 5817, 5868 ], [ 5868, 6341 ], [ 6341, 6438 ], [ 6438, 6555 ], [ 6555, 6666 ], [ 6666, 6725 ], [ 6725, 6733 ], [ 6733, 6739 ], [ 6739, 6940 ], [ 6940, 7412 ], [ 7412, 7652 ], [ 7653, 7684 ], [ 7684, 7893 ], [ 7894, 7928 ], [ 7928, 8164 ], [ 8164, 8396 ], [ 8396, 8693 ], [ 8694, 8739 ], [ 8739, 8768 ], [ 8768, 8967 ], [ 8967, 9356 ], [ 9357, 9390 ], [ 9390, 9681 ], [ 9681, 9858 ], [ 9859, 9875 ], [ 9875, 10211 ], [ 10212, 10621 ], [ 10622, 11282 ], [ 11283, 11465 ], [ 11466, 11514 ], [ 11514, 11691 ], [ 11691, 12009 ], [ 12009, 12411 ], [ 12412, 12455 ], [ 12455, 12709 ], [ 12709, 13103 ], [ 13104, 13126 ], [ 13126, 13451 ], [ 13452, 13479 ], [ 13479, 13593 ], [ 13593, 13807 ], [ 13807, 13986 ], [ 13987, 14005 ], [ 14005, 14225 ], [ 14225, 14402 ], [ 14403, 14524 ], [ 14525, 14555 ], [ 14555, 14572 ], [ 14573, 14617 ], [ 14618, 14647 ], [ 14647, 14686 ], [ 14687, 14739 ], [ 14740, 14761 ], [ 14761, 14792 ], [ 14793, 14866 ], [ 14867, 14893 ], [ 14893, 14929 ], [ 14930, 14937 ], [ 14938, 14963 ], [ 14964, 14967 ], [ 14968, 14999 ], [ 15000, 15029 ], [ 15030, 15053 ], [ 15054, 15060 ], [ 15061, 15089 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 27, 28, 29, 30, 31, 32 ] }, "nda-15": { "choice": "Entailment", "spans": [ 37 ] }, "nda-10": { "choice": "Entailment", "spans": [ 21 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 8 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 35 ] }, "nda-12": { "choice": "Entailment", "spans": [ 8, 12 ] }, "nda-20": { "choice": "Entailment", "spans": [ 34 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 47 ] }, "nda-7": { "choice": "Contradiction", "spans": [ 19 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 23 ] }, "nda-13": { "choice": "Entailment", "spans": [ 8, 10, 11 ] }, "nda-5": { "choice": "Entailment", "spans": [ 8, 14, 16, 18 ] }, "nda-4": { "choice": "Entailment", "spans": [ 14, 17, 19 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0000938733/000091205799002412/0000912057-99-002412.txt" }, { "id": 434, "file_name": "1012459_0000912057-97-027209_document_4.txt", "text": "EXHIBIT \"H\"\nNON-DISCLOSURE AGREEMENT\nContract No. [***]\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis MUTUAL NON-DISCLOSURE AGREEMENT (the \"Agreement\") made this ____ day of ____ , 199__ (the \"Effective Date\") between FEDERAL EXPRESS CORPORATION (\"Federal\") and INTERNATIONAL BILLING SERVICES, INC (\"IBS\").\nRECITALS\n1. Federal and IBS have each developed certain confidential and proprietary information (\"Federal's Confidential Information\" or \"IBS's Confidential Information\") including, but not limited to, financial statements, financing documents, trade secrets, new products, copyrights, computer software, documentation, specifications, systems, hardware, concepts, designs, configurations, schedules, costs, performance features, techniques, copyrighted matter, patentable and patented inventions, plans, methods, drawings, data, tables, calculations, documents or other paperwork, computer program narratives, flow charts, source and object codes, business and marketing plans, dealings, arrangements, objectives, locations and customer information.\n2. In order to discuss the pursuit of a business relationship, Federal and IBS recognize the need for disclosure of Federal's Confidential Information to IBS, and of IBS's Confidential Information to Federal.\n3. Federal is willing to disclose its Confidential Information to IBS and IBS is willing to disclose its Confidential Information to Federal pursuant to the terms and subject to the conditions of this Agreement.\nFOR AND IN CONSIDERATION of the mutual covenants contained in this Agreement,\nFederal and IBS (individually a \"Party\" and collectively the \"Parties\") agree as follows:\nSection 1. Confidentiality of Information. (a) Each party acknowledges that all Confidential Information which has or will come into its possession or knowledge after the Effective Date in connection with business discussions, conferences or other activities in pursuit of a business relationship between Federal and IBS:\n(i) is proprietary to the disclosing party, having been designed, developed or accumulated by the disclosing party at a great expense and over lengthy periods of time and\n*** Portions of this exhibit have been redacted pursuant to a Confidential Treatment Request.\n(ii) is secret, confidential and unique, and constitutes the exclusive property of the disclosing party. Each party acknowledges that any disclosure of the other's Confidential Information other than for the benefit of the other party will be wrongful and will cause irreparable injury to the other party and, therefore, each party agrees to hold the other's Confidential information in strictest confidence and not to make use of it other than for the benefit of the other party.\n(b) Information shall be deemed \"Confidential Information\" and shall be subject to the terms of this Agreement if:\n(i) the party to which such information is being disclosed is notified that the information is confidential or proprietary prior to its disclosure; or\n(ii) information in a tangible form is labeled as confidential or proprietary prior to its disclosure; or\n(iii) the party to which such information is being disclosed knows that such information is confidential or proprietary or would be reasonably expected to understand the confidential or proprietary nature of such information.\nSection 2. Non-Disclosure to Third Parties. Neither party shall communicate the other's Confidential Information in any form to any third party without the other party's prior written consent and each party shall use its best efforts to prevent inadvertent disclosure of the other's Confidential Information to any third party. Any Confidential Information disclosed to a third party pursuant to this Section shall be provided pursuant to a non-disclosure agreement between the party providing the information and the third party, which non-disclosure agreement shall substantially conform to this Agreement. In addition, the parties agree that they will conform to the provisions of applicable securities laws in connection with their use of the Confidential Information.\nSection 3. Authorized Disclosure. The parties acknowledge that in order to enable them to discuss pursuit of a business relationship each may be required to disseminate the other party's Confidential Information to various of its employees. Each party undertakes to cause any of its employees to whom such Confidential Information is transmitted to be bound to the same obligation of secrecy and confidentiality to which the parties are bound under this Agreement.\nSection 4. Survival of Terms. The obligations of this Agreement shall terminate with respect to any particular portion of a party's Confidential Information:\n(i) if either party can show that the Confidential Information received from the other is or has become generally available to the public through no violation of the terms of this Agreement;\n*** Portions of this exhibit have been redacted pursuant to a Confidential Treatment Request.\n(ii) if either party can show that such Confidential Information is in a written record in such party's files prior to receipt from the other party;\n(iii) if either party at any time lawfully obtains such Confidential Information in writing from a third party under circumstances permitting its disclosure;\n(iv) if such Confidential Information is disclosed with the prior written consent of the party to whom such Confidential Information belongs, provided that any disclosure complies in all respects with the terms of such written consent; or\n(v) if such Confidential Information is disclosed pursuant to the lawful requirement of a governmental agency or required by operation of law; provided that the party to whom such Confidential Information belongs shall be given written notice prior to such disclosure and such disclosure shall be permitted only to the extent required by law.\nOtherwise, the obligations of this Agreement with respect to either party's Confidential Information shall terminate on the later of (i) three (3) years after the Expiration Date (or earlier termination date) of this Agreement as set forth in Section 5 hereof, or (ii) in the event there are\nany contracts or agreements between the parties which are entered into in connection with information disclosed under this Agreement, three (3) years after the date of termination or expiration of all such contracts and agreements between the parties.\nSection 5. Extent of Agreement. (a) This Agreement shall govern all communications between Federal and IBS that are made from the Effective Date of this Agreement through and including the date which shall be three (3) years from the Effective Date of this Agreement (the \"Expiration Date\"). Notwithstanding the Expiration Date, the parties agree that in the event of any breach of this Agreement by a party, the injured party shall have the right to immediately terminate this Agreement.\n(b) This Agreement is not an agreement by either party to enter into any business relationship with the other or to procure any product or service from the other. Any agreement for such business relationship, purchase or other procurement shall be at the discretion of the parties and shall be evidenced by separate written agreements executed by the parties.\nSection 6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Tennessee.\nSection 7. Injunctive Relief. In addition to and not in lieu of the right to terminate as provided in Section 5, the parties agree that in the event of any violation or threatened\n*** Portions of this exhibit have been redacted pursuant to a Confidential Treatment Request.\nviolation of this Agreement the injured party shall be authorized and entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as an equitable accounting of all profits or benefits arising from such violation, which rights and remedies shall be cumulative and in addition to any other rights or remedies at law or in equity to which the injured party may be entitled.\nSection 8. Valid Agreement. Both parties acknowledge that this Agreement is valid and legally binding and has been executed by an authorized representative, and each party confirms and ratifies the terms and conditions herein.\nIN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.\nINTERNATIONAL BILLING SERVICES, INC.\nBy: /R. Karl Turner/\nTitle: Sr. Vice President\n(\"IBS\")\nAPPROVED LEGAL DEPT. TK 10/21/96\nFEDERAL EXPRESS CORPORATION\nBy: /Sandra W. Cohn/\nTitle: Managing Director\n(\"Federal\")\nAPPROVED AS TO LEGAL FORM CSS 10/11/96\n*** Portions of this exhibit have been redacted pursuant to a Confidential Treatment Request.\n", "spans": [ [ 0, 11 ], [ 12, 36 ], [ 37, 55 ], [ 56, 87 ], [ 88, 297 ], [ 298, 306 ], [ 307, 1049 ], [ 1050, 1258 ], [ 1259, 1470 ], [ 1471, 1548 ], [ 1549, 1638 ], [ 1639, 1647 ], [ 1647, 1682 ], [ 1682, 1960 ], [ 1961, 2131 ], [ 2132, 2136 ], [ 2136, 2225 ], [ 2226, 2331 ], [ 2331, 2706 ], [ 2707, 2821 ], [ 2822, 2972 ], [ 2973, 3078 ], [ 3079, 3304 ], [ 3305, 3313 ], [ 3313, 3349 ], [ 3349, 3633 ], [ 3633, 3914 ], [ 3914, 4077 ], [ 4078, 4086 ], [ 4086, 4112 ], [ 4112, 4319 ], [ 4319, 4542 ], [ 4543, 4573 ], [ 4573, 4700 ], [ 4701, 4891 ], [ 4892, 4896 ], [ 4896, 4985 ], [ 4986, 5134 ], [ 5135, 5292 ], [ 5293, 5531 ], [ 5532, 5874 ], [ 5875, 6008 ], [ 6008, 6139 ], [ 6139, 6166 ], [ 6167, 6418 ], [ 6419, 6427 ], [ 6427, 6451 ], [ 6451, 6711 ], [ 6711, 6907 ], [ 6908, 7071 ], [ 7071, 7267 ], [ 7268, 7276 ], [ 7276, 7294 ], [ 7294, 7385 ], [ 7386, 7394 ], [ 7394, 7416 ], [ 7416, 7565 ], [ 7566, 7570 ], [ 7570, 7659 ], [ 7660, 8082 ], [ 8083, 8091 ], [ 8091, 8111 ], [ 8111, 8309 ], [ 8310, 8403 ], [ 8404, 8440 ], [ 8441, 8461 ], [ 8462, 8487 ], [ 8488, 8495 ], [ 8496, 8517 ], [ 8517, 8520 ], [ 8520, 8528 ], [ 8529, 8556 ], [ 8557, 8577 ], [ 8578, 8602 ], [ 8603, 8614 ], [ 8615, 8645 ], [ 8645, 8653 ], [ 8654, 8658 ], [ 8658, 8747 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 13, 14, 17 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 19, 21, 22 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 25 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 40 ] }, "nda-13": { "choice": "Entailment", "spans": [ 33, 38 ] }, "nda-5": { "choice": "Entailment", "spans": [ 30 ] }, "nda-4": { "choice": "Entailment", "spans": [ 18 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001012459/000091205797027209/0000912057-97-027209.txt" }, { "id": 436, "file_name": "1013687_0000950144-96-001973_document_37.txt", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made this _________ day of ___________, 19 ___, by and between __________________________ (\"Company\" and Phoenix International Ltd., Inc. (\"Phoenix\"), having its principal place of business at 900 Winderley Place, Suite 140, Maitland, Florida 32751.\nRECITALS\nWHEREAS, Phoenix and Company mutually desire to engage in discussions concerning a possible business relationship for the development and/or licensing of software products and, in furtherance of those discussions may find it necessary and advantageous to disclose to each other, certain confidential information regarding software products and strategic plans; and\nWHEREAS, Company and Phoenix consider such documents, records and information pertaining to products confidential and do not want them disclosed to third parties;\nNOW, THEREFORE IN CONSIDERATION of the mutual covenants and conditions herein contained, the parties agree as follows:\n1. Phoenix and Company agree that they shall hold in confidence and shall not disclose any Confidential Information (as defined in Paragraph 2 below) without the prior written authorization from a corporate officer of the party to whom the information belongs nor use such Confidential Information for any purpose other than that contemplated by this Agreement. This obligation, however, shall not extend to any of the following:\nA. Confidential Information which at the time of disclosure is in the public domain;\nB. Confidential Information which after generation or disclosure is published or otherwise becomes part of the public domain through no fault of the disclosing party (but only after and to the extent that it is published or otherwise becomes part of the public domain);\nC. Confidential Information which either party can show was in its possession at the time of generation or disclosure and was not acquired, directly or indirectly, from the other party or from a third party under obligation of confidence;\nD. Confidential Information which was received after the time of generation or disclosure hereunder, from a third party who did not require that party to hold it in confidence and who did not acquire it, directly or indirectly, form the other party under an obligation of confidence; and\nE. Confidential Information which Phoenix and Company can show was developed independently without benefit of, or based on information generated hereunder or made available by the other party.\n2. \"Confidential Information\" shall be deemed to include the source and object code computer programs and associated documentation, manuals and other printed or visually acceptable materials describing the use or design of software and strategic plans as well as any other information, oral or written, which shall be so noted on its face as being confidential or proprietary to the disclosing party.\n3. Each party shall exercise such care in the protection of the confidential information of the other as they exercise in the protection of confidential information of their own.\n4. Rights and obligations of this Agreement shall be binding upon the heirs, assigns and successors of Phoenix and Company.\n5. At the termination of this examination, both parties agree to return to each other all of the documents and other information provided in connection with this examination, and all copies thereof, as soon as requested by the other party.\n6. Phoenix and Company warrant that they have the unqualified right to disclose fully the Confidential Information disclosed hereunder.\n7. Phoenix and Company agree to maintain as Confidential Information, the existence of these discussions regarding a possible business relationship, until an agreement is completed.\nIN WITNESS HEREOF, the parties hereto by their duly authorized representatives have executed this Agreement as of the date first written above.\nPHOENIX INTERNATIONAL LTD., INC.\nBy: By:\n---------------------------- ----------------------------\nAuthorized Signature Authorized Signature\n---------------------------- ----------------------------\nType or Print Name and Title Type or Print Name and Title\n---------------------------- ----------------------------\nDate Date\n", "spans": [ [ 0, 31 ], [ 32, 113 ], [ 113, 140 ], [ 140, 299 ], [ 300, 308 ], [ 309, 673 ], [ 674, 836 ], [ 837, 955 ], [ 956, 1318 ], [ 1318, 1385 ], [ 1386, 1470 ], [ 1471, 1740 ], [ 1741, 1979 ], [ 1980, 2267 ], [ 2268, 2460 ], [ 2461, 2861 ], [ 2862, 3040 ], [ 3041, 3164 ], [ 3165, 3404 ], [ 3405, 3540 ], [ 3541, 3722 ], [ 3723, 3866 ], [ 3867, 3889 ], [ 3889, 3899 ], [ 3900, 3907 ], [ 3908, 3937 ], [ 3937, 3965 ], [ 3966, 4007 ], [ 4008, 4037 ], [ 4037, 4065 ], [ 4066, 4123 ], [ 4124, 4153 ], [ 4153, 4181 ], [ 4182, 4191 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 18 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 20 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 15 ] }, "nda-1": { "choice": "Entailment", "spans": [ 15 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 9, 14 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 18 ] }, "nda-3": { "choice": "Entailment", "spans": [ 15 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 8 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 9, 13 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 8 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001013687/000095014496001973/0000950144-96-001973.txt" }, { "id": 437, "file_name": "1013687_0000950144-96-001973_document_38.txt", "text": "CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT PERMITTING ACCESS TO SYSTEM DOCUMENTATION AND DATA FILES FOR DATA CONVERSION\nTHIS CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT PERMITTING ACCESS TO SYSTEM DOCUMENTATION AND DATA FILES FOR DATA CONVERSION (hereinafter referred to as the \"Agreement\") is made and entered into as of the last day and year written below by and between Phoenix International Ltd., Inc., a Florida Corporation, of 900 Winderley Place, Suite 140, Maitland, Florida 32751 (\"Company\"), and the following parties:\n\n \nCLIENT: RECIPIENT:\n------------------------------------------- -------------------------------------------------------\n------------------------------------------- -------------------------------------------------------\n------------------------------------------- -------------------------------------------------------\nContact: Contact:\n----------------------------------- -----------------------------------------------\nTelephone: Telephone:\n--------------------------------- ---------------------------------------------\n(above party is hereinafter to as \"Client\") (above party is hereinafter referred to as \"Recipient\")\n
\nPurpose of Agreement:\nCompany has developed, owns, uses, or re-markets certain confidential and proprietary computer software and related documentation and materials (all of which shall collectively be referred to hereinafter as \"Application Software\"), which Application Software is used to process certain of Client's data pursuant to a separate license or service agreement between Company and Client. Client desires that certain of its data being processed by the Application Software be converted to another software program (hereinafter referred to as the \"Conversion\"), and Client desires that Recipient assist with this Conversion.\nIn order for Recipient to perform Recipient's job functions with Client, Client desires that Recipient have access to those data files of Client and to those portions of the documentation for the Application Software which are specifically identified in Paragraph 1 below (those items identified in Paragraph 1 shall collectively be hereinafter referred to as the \"Confidential Information\"). Recipient, on its own behalf and on behalf of its employees, agrees to abide by the terms of this Agreement. Company and Client agree to permit Recipient to have access to the Confidential Information as requested herein by Client, but only in accordance with the terms of this Agreement.\nTherefore, in consideration of the premises hereof, and other good and valuable consideration not herein recited but the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:\n1. Grant of Access to Confidential Information. Company and Client hereby agree to permit Recipient to have access to the Confidential Information listed below for the sole purpose of assisting Client with the Conversion, and such access is granted solely upon the terms and conditions set forth in this Agreement. This Agreement DOES NOT grant to Recipient the right to have access to any portion of the Application Software other than the documentation specifically set forth below. The Confidential Information to be disclosed is as follows:\nClient data files to be Deconverted: ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------\nApplication Software Documentation to be Provided to Recipient: ------------------------------------------------------------------------------------------------------------------------------------------------------------------------\n2. Confidential Nature of Application Software and Confidential Information. Recipient acknowledges that the Application Software and all documentation and related materials are proprietary to Company and are confidential and constitute a valuable asset of Company, and that the data files contained in the Confidential Information are proprietary to Client and are confidential and constitute a valuable asset of Client. Recipient agrees to safeguard the Confidential Information, and Recipient shall not disclose or give access to the Confidential Information to any person or entity other than those employees of Recipient who have a need for such access in order to assist Client with Conversion.\n3. Unauthorized Use. Recipient shall not make any unauthorized use or disclosure of the Confidential Information and Recipient shall promptly advise Company and Client in writing if Recipient learns of any unauthorized use or disclosure of the Confidential Information or Application Software by anyone, whether an employee, former employee or agent of Recipient, or others, and shall immediately take all reasonable steps within Recipient's power to stop any unauthorized use or disclosure of the Confidential Information or Application Software by anyone. Recipient shall not, and it will not permit anyone else, to copy the Confidential Information or Application Software.\n4. Termination. In the event an employee of Recipient terminates his or her employment with Recipient, Recipient agrees to require such terminated employee to immediately return to Recipient all copies of the Confidential Information in such employee's possession at the time of termination of employment. Recipient shall, upon the earlier occurrence of (i) completion of the tasks assigned to it by Client which require access to the Confidential Information, or (ii) Recipient's termination of employment with Client, return to Client all copies of the Confidential Information.\n5. Injunctive Relief. Recipient acknowledges that the use or disclosure of the Confidential Information or Application Software by Recipient (including any of its employees or anyone who obtains the Confidential Information or Application Software or gains access thereto from or through Recipient or any of its employees) in a manner inconsistent with this Agreement will cause Company or Client as the case may be, irreparable damage. In such event, Company and Client shall have the right to equitable and injunctive relief to prevent any unauthorized use or disclosure, and to such damages as are occasioned by any such unauthorized use or disclosure, including but not limited to reasonable attorneys' fees and costs incurred in enforcing Company's or Client's rights hereunder.\n6. Miscellaneous. This agreement shall be governed by, interpreted in accordance with, and enforced under the laws of the State of Florida. Recipient and Client hereby agree and acknowledge that Company is a benefited third party to this Agreement. Modification of this Agreement must be in writing and signed by all parties.\nIN WITNESS WHEREOF, the parties hereto have executed this Addendum in manner and form sufficient to bind them on the day and year indicated after their respective execution hereof.\nCLIENT: RECIPIENT:\n---------------------------- ----------------------------\nAuthorized Signature Authorized Signature\n---------------------------- ----------------------------\nType or Print Name and Title Type or Print Name and Title\n---------------------------- ----------------------------\nDate Date\nPHOENIX INTERNATIONAL LTD., INC.\n----------------------------\nAuthorized Signature\n----------------------------\nType or Print Name and Title\n----------------------------\nDate\n", "spans": [ [ 0, 117 ], [ 118, 523 ], [ 524, 531 ], [ 532, 539 ], [ 540, 558 ], [ 559, 603 ], [ 603, 658 ], [ 659, 703 ], [ 703, 758 ], [ 759, 803 ], [ 803, 858 ], [ 859, 876 ], [ 877, 913 ], [ 913, 960 ], [ 961, 982 ], [ 983, 1017 ], [ 1017, 1062 ], [ 1063, 1107 ], [ 1107, 1162 ], [ 1163, 1171 ], [ 1172, 1193 ], [ 1194, 1577 ], [ 1577, 1811 ], [ 1812, 2205 ], [ 2205, 2314 ], [ 2314, 2493 ], [ 2494, 2709 ], [ 2710, 2758 ], [ 2758, 3025 ], [ 3025, 3195 ], [ 3195, 3254 ], [ 3255, 3292 ], [ 3292, 3487 ], [ 3488, 3552 ], [ 3552, 3720 ], [ 3721, 3798 ], [ 3798, 4143 ], [ 4143, 4421 ], [ 4422, 4980 ], [ 4980, 5098 ], [ 5099, 5115 ], [ 5115, 5405 ], [ 5405, 5453 ], [ 5453, 5563 ], [ 5563, 5679 ], [ 5680, 5702 ], [ 5702, 6117 ], [ 6117, 6463 ], [ 6464, 6482 ], [ 6482, 6604 ], [ 6604, 6713 ], [ 6713, 6789 ], [ 6790, 6970 ], [ 6971, 6989 ], [ 6990, 7019 ], [ 7019, 7047 ], [ 7048, 7089 ], [ 7090, 7119 ], [ 7119, 7147 ], [ 7148, 7205 ], [ 7206, 7235 ], [ 7235, 7263 ], [ 7264, 7273 ], [ 7274, 7296 ], [ 7296, 7306 ], [ 7307, 7335 ], [ 7336, 7356 ], [ 7357, 7385 ], [ 7386, 7414 ], [ 7415, 7443 ], [ 7444, 7448 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 41 ] }, "nda-15": { "choice": "Entailment", "spans": [ 29 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 41 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 37 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 39 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 37 ] }, "nda-4": { "choice": "Entailment", "spans": [ 28 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001013687/000095014496001973/0000950144-96-001973.txt" }, { "id": 438, "file_name": "1014552_0000950148-01-500497_v71961toex99-d3.txt", "text": "DTM CORPORATION\n1611 Headway Circle Building 2\nAustin, Texas 78754-5138\nMarch 17, 2001\n3D Systems Corporation\n26081 Avenue Hall\nValencia, California 91355\nConfidentiality Agreement\nLadies and Gentlemen:\nIn connection with the possible transaction (the \"Proposed Transaction\") between DTM Corporation (together with its subsidiaries, \"DTM\") and 3D Systems Corporation (together with its subsidiaries, \"3D\"), and in order to allow DTM and 3D to evaluate the Proposed Transaction, each of DTM and 3D have and will deliver to the other party hereto, upon the execution and delivery of this letter agreement by such other party, certain information about its properties, employees, finances, businesses and operations (such party when disclosing such information being the \"Disclosing Party\" and when receiving such information being the \"Receiving Party\"). All information (i) about the Disclosing Party or (ii) about a third party (which information was provided to the Disclosing Party subject to a confidentiality agreement with such third party) furnished by the Disclosing Party or its Representatives (as defined below) to the Receiving Party or its Representatives, whether furnished before or after the date hereof in connection with the Proposed Transaction, and regardless of the manner in which it is furnished, is referred to in this letter agreement as \"Evaluation Material.\" Evaluation Material shall not include, however, information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives in violation of this letter agreement; (ii) was available to the Receiving Party on a nonconfidential basis prior to its disclosure by the Disclosing Party or its Representatives; (iii) becomes available to the Receiving Party on a nonconfidential basis from a person other than the Disclosing Party or its Representatives who is not otherwise bound by a confidentiality agreement with the Disclosing Party or any of its Representatives, or is otherwise not known to the Receiving Party to be under an obligation to the Disclosing Party or any of its Representatives not to transmit the information to the Receiving Party; or (iv) was independently developed by the Receiving Party without reference to or use of the Evaluation Material. For purposes of this letter agreement, (i) \"Representative\" shall mean, as to any person, its directors, officers, employees, agents and advisors (including, without limitation, financial advisors, attorneys and accountants) and debt and equity financing sources and their advisors and Representatives (but shall not include any debt and equity financing sources that enter into a confidentiality agreement reasonably acceptable to the Disclosing Party, which either names Disclosing Party as a third party beneficiary or to which Disclosing Party is made a party, and an executed copy of which is provided to Disclosing Party); and (ii) \"person\" shall be broadly interpreted to include, without limitation, any corporation, company, partnership, other entity or individual.\nSubject to the immediately succeeding paragraph, unless otherwise agreed to in writing by the Disclosing Party, the Receiving Party (i) except as required by law, rule or regulation, shall keep all Evaluation Material confidential, shall not disclose or reveal any Evaluation Material to any person other than its Representatives who are actively and directly participating in its evaluation of the Proposed Transaction or who otherwise need to know the Evaluation Material for the purpose of evaluating the Proposed Transaction and shall cause those persons to observe the terms of this letter agreement; (ii) shall not use Evaluation Material for any purpose other than in connection with its evaluation of the Proposed Transaction or the consummation of the Proposed Transaction in a manner that the Disclosing Party has approved; and (iii) except as required by law, rule or regulation, shall not disclose to any person (other than those of its Representatives who are actively and directly participating in its evaluation of the Proposed Transaction or who otherwise need to know for the purpose of evaluating the Proposed Transaction, which Representatives it shall cause to observe the terms of this agreement,) any information about the Proposed Transaction, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Evaluation Material has been made available to the Receiving Party or its Representatives. The Receiving Party shall be responsible for any breach of the terms of this letter agreement by it and secondarily responsible for any breach of the terms of this letter agreement by its Representatives. The parties agree that notwithstanding the generality of the foregoing, the existence of any discussions shall not be disclosed in any court, governmental or other similar proceeding except as expressly permitted herein.\nNotwithstanding the definition of Evaluation Material, nothing contained herein shall be deemed to prohibit the Disclosing Party or the Receiving Party from utilizing any information obtained pursuant to discovery or other mediation, arbitration, court, or administrative proceedings even though such information also was provided hereunder as Evaluation Material; provided that neither the Disclosing Party or the Receiving Party shall utilize any Evaluation Material in connection with such proceeding unless acquired in such proceeding.\nIn the event that the Receiving Party or any of its Representatives are requested pursuant to, or required by, applicable law or regulation (including, without limitation, any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the Receiving Party's securities are listed or quoted) or by legal process to disclose any Evaluation Material or any other information concerning the Disclosing Party or the Proposed Transaction, the Receiving Party shall provide the Disclosing Party with prompt notice of such request or requirement in order to enable the Disclosing Party (i) to seek an appropriate protective order or other remedy, (ii) to consult with the Receiving Party with respect to the Receiving Party's taking steps to resist or narrow the scope of such request or legal process, or (iii) to waive compliance, in whole or in part, with the terms of this letter agreement. In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance, in whole or in part, with the terms of this letter agreement, the Receiving Party or its Representative shall use good faith efforts to disclose only that portion of the Evaluation Material which is legally required to be disclosed and to cooperate with the Disclosing Party in its efforts to obtain reliable assurance that all Evaluation Material that is so disclosed will be accorded confidential treatment to the fullest extent available. In the event that the Receiving Party or its Representatives, as the case may be, shall have complied with the provisions of this paragraph, such disclosure may be made by the Receiving Party or its Representatives, as applicable, without any liability hereunder.\nFor a period (the \"Restricted Period\") commencing with the date of this letter agreement and ending on the earlier of (i) 15 months after the termination of discussions between the parties with respect to a Proposed Transaction and (ii) the occurrence of a \"Significant Event\" (as defined below), neither party hereto nor any of its Representatives shall, without the prior written consent of the other party or its board of directors or any committee thereof delegated the responsibility for such matters:\n(a) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities or direct or indirect rights to acquire any voting securities of the other party or any subsidiary of the other party, or of any successor to or person in control of the other party, or any material assets of the other party or any subsidiary or division of the other party or of any such successor or controlling person;\n(b) make, or in any way participate, directly or indirectly, in any \"solicitation\" of \"proxies\" to vote (as such terms are used in the rules of the Securities and Exchange Commission (the \"SEC\")), or seek to advise or influence any person or entity with respect to the voting of any voting securities of the other party;\n(c) make any public announcement with respect to, or submit a proposal or offer (with or without conditions) in connection with any of the foregoing;\n(d) form, join or in any way participate in a \"group\" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the \"Exchange Act\"), in connection with any of the foregoing;\n(e) otherwise act or seek to control or influence the management, Board of Directors or policies of the other party;\n(f) take any action that could reasonably be expected to require the other party to make a public announcement regarding the possibility of any of the events described in clauses (a) through (e) above; or (g) request the other party or any of its Representatives, directly or indirectly, to amend or waive any provision of this paragraph.\nDuring the Restricted Period, each party hereto shall promptly advise the other party of any inquiry or proposal made to it with respect to any of the foregoing. For purposes of this letter agreement, (i) \"Significant Event\" shall mean, with respect to each of the parties hereto, any of (A) the acquisition by any person or \"13D Group\" (as defined below) of beneficial ownership of \"Voting Securities\" (as defined below) of such party representing 15% or more of the then outstanding Voting Securities of such party; (B) the announcement or commencement by any person or 13D Group of a tender or exchange offer to acquire Voting Securities of such party which, if successful, would result in such person or 13D Group owning, when combined with any other Voting Securities of such party owned by such person or 13D Group, 15% or more of the then outstanding Voting Securities of such party; or (C) the entry into by such party, or determination by such party to seek to enter into, any merger, sale or other business combination transaction pursuant to which the outstanding shares of common stock of such party would be converted into cash or securities of another person or 13D Group or 50% or more of the then outstanding shares of common stock of such party would be owned by persons other than the then current holders of shares of common stock of such party, or which would result in all or a substantial portion of such party's assets being sold to any person or 13D Group; (ii) \"Voting Securities\" shall mean, with respect to each party hereto, at any time shares of any class of capital stock of such party which are then entitled to vote generally in the election of directors; provided, that for purposes of this definition any securities which at such time are convertible or exchangeable into or exercisable for shares of common stock of such party shall be deemed to have been so converted, exchanged or exercised; and (iii) \"13D Group\" shall mean, with respect to the Voting Securities of each party hereto, any group of persons formed for the purpose of acquiring, holding, voting or disposing of such Voting Securities which would required under Section 13(d) of the Exchange Act and the rules and regulations thereunder to file a statement on Schedule 13D with the SEC as a \"person\" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Voting Securities representing more than 5% of the total combined voting power of all such Voting Securities then outstanding.\nFor a period of two (2) years subsequent to the termination of discussions between the parties with respect to the Proposed Transaction, neither party shall, without prior written consent of the other party, directly or indirectly solicit for hire, any person currently employed by the other party (or any of its subsidiaries); provided, however, that the foregoing provision shall not prevent either party, without such consent, from employing any employee who (i) contacts the hiring party directly at his or her own initiative without any direct or indirect solicitation by or encouragement from the hiring party or (ii) responds to a mass media solicitation or advertisement consistent with the hiring party's past practices that is not directed at employees of the other party.\nTo the extent that any Evaluation Material may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges to the fullest extent available under applicable law. Nothing in this letter agreement obligates any party to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege.\nIf either party hereto shall determine that it does not wish to proceed with the Proposed Transaction, such party shall promptly advise the other party of that decision. In that case, or in the event that the Disclosing Party, in its sole discretion, so requests or the Proposed Transaction is not consummated by the Receiving Party, the Receiving party shall, upon the Disclosing Party's written request, promptly deliver to the Disclosing Party all Evaluation Material, and, at the Receiving Party's election, return or destroy (provided that any such destruction shall be certified by a duly authorized Representative of the Receiving Party) all copies, reproductions, summaries, analyses or extracts thereof, including any electronic or computer file copies, or based thereon in the Receiving Party's possession or in the possession of any Representative of the Receiving Party.\nSubject to the terms and conditions of a definitive agreement regarding the Proposed Transaction and without prejudice thereto, each party hereto acknowledges that neither it nor its Representatives nor any of the officers, directors, employees, agents or controlling persons of such Representatives makes any express or implied representation or warranty as to the completeness of the Evaluation Material. The Receiving Party shall not be entitled to rely on the completeness of any Evaluation Material, but shall be entitled to rely solely on such representations and warranties regarding the completeness of the Evaluation Material as may be made to it in any definitive agreement relating to the Proposed Transaction, subject to the terms and conditions of such agreement.\nUntil a definitive agreement regarding the Proposed Transaction has been executed by the parties hereto and subject to the terms and conditions of that certain letter agreement dated as of March 17, 2001 between the company and the Interested Party (the \"Exclusivity Agreement\"), neither party hereto shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Proposed Transaction by virtue of this letter agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Subject to the terms and conditions of the Exclusivity Agreement, each party hereto and its Representatives (i) may conduct the process that may or may not result in the Proposed Transaction in such manner as such party, in its sole discretion, may determine (including, without limitation, negotiating and entering into a definitive agreement with any third party without notice to the other party) and (ii) reserves the right to change (in its sole discretion, at any time and without notice to such other party) the procedures relating to the consideration of the Proposed Transaction (including, without limitation, terminating all further discussions with the other party and requesting that such other party return or destroy the Evaluation Material as described above).\nWithout prejudice to the rights and remedies otherwise available to either party hereto, each party shall be entitled to equitable relief by way of injunction or otherwise if the other party or any of its Representatives breach or threaten to breach any of the provisions of this letter agreement. In the event of litigation relating to this letter agreement, if a court of competent jurisdiction determines in a final order from which there is no appeal that this letter agreement has been breached by a party or by its Representatives, the breaching party or the party whose Representatives have breached this letter agreement, as the case may be, will reimburse the other party for its costs and expenses (including, without limitation, reasonable legal fees and expenses) incurred in connection with the enforcement of this letter agreement and such litigation.\nIt is further understood and agreed that no failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\nThis letter agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of Texas law.\nThis letter agreement contains the entire agreement between the parties hereto concerning confidentiality of the Evaluation Material, and no modification of this letter agreement or waiver of the terms and conditions hereof shall be binding upon either party hereto, unless approved in writing by each such party. This letter agreement supersedes and replaces the Mutual Non-Disclosure Agreement dated January 25, 2000 entered into previously between the parties; provided that the restrictions imposed by such previous letter agreement shall remain in effect for periods prior to the date hereof.\nPlease confirm your agreement with the foregoing by signing and returning to the undersigned the duplicate copy of this letter enclosed herewith.\nDTM CORPORATION\nBy: /s/ Anthony Mariotti\n--------------------------------------------\nName: Anthony Mariotti\nTitle: Director, Member of Special Committee\nACCEPTED AND AGREED as of the date hereof:\n3D SYSTEMS CORPORATION\nBy: /s/ Brian K. Service\n---------------------------------------------\nName: Brian K. Service\nTitle: President and Chief Executive Officer\nACKNOWLEDGEMENT SIGNATURE PAGE FOR 3D\nDEBT AND EQUITY FINANCING SOURCES\nThe undersigned hereby agrees to be bound the terms of the letter agreement between DTM Corporation and 3D Systems Corporation to which this acknowledgement page is attached.\n----------------------\nName of Representative\nBy:\n-------------------\nName:\nTitle:\nDated:\n", "spans": [ [ 0, 15 ], [ 16, 21 ], [ 21, 46 ], [ 47, 71 ], [ 72, 86 ], [ 87, 109 ], [ 110, 116 ], [ 116, 127 ], [ 128, 154 ], [ 155, 180 ], [ 181, 202 ], [ 203, 853 ], [ 853, 869 ], [ 869, 903 ], [ 903, 1385 ], [ 1385, 1451 ], [ 1451, 1627 ], [ 1627, 1768 ], [ 1768, 2214 ], [ 2214, 2326 ], [ 2326, 2365 ], [ 2365, 2959 ], [ 2959, 3100 ], [ 3101, 3233 ], [ 3233, 3707 ], [ 3707, 3939 ], [ 3939, 4658 ], [ 4658, 4863 ], [ 4863, 5083 ], [ 5084, 5623 ], [ 5624, 6269 ], [ 6269, 6330 ], [ 6330, 6489 ], [ 6489, 6578 ], [ 6578, 7136 ], [ 7136, 7399 ], [ 7400, 7518 ], [ 7518, 7632 ], [ 7632, 7733 ], [ 7733, 7906 ], [ 7907, 8352 ], [ 8353, 8673 ], [ 8674, 8823 ], [ 8824, 9022 ], [ 9023, 9139 ], [ 9140, 9319 ], [ 9319, 9331 ], [ 9331, 9345 ], [ 9345, 9478 ], [ 9479, 9641 ], [ 9641, 9680 ], [ 9680, 9767 ], [ 9767, 9997 ], [ 9997, 10373 ], [ 10373, 10960 ], [ 10960, 11412 ], [ 11412, 11998 ], [ 11999, 12461 ], [ 12461, 12618 ], [ 12618, 12781 ], [ 12782, 13442 ], [ 13442, 13724 ], [ 13724, 13894 ], [ 13895, 14065 ], [ 14065, 14777 ], [ 14778, 14961 ], [ 14961, 15185 ], [ 15185, 15554 ], [ 15555, 16132 ], [ 16132, 16240 ], [ 16240, 16536 ], [ 16536, 16908 ], [ 16909, 17207 ], [ 17207, 17430 ], [ 17430, 17774 ], [ 17775, 18103 ], [ 18104, 18352 ], [ 18353, 18667 ], [ 18667, 18950 ], [ 18951, 19096 ], [ 19097, 19112 ], [ 19113, 19137 ], [ 19138, 19182 ], [ 19183, 19205 ], [ 19206, 19250 ], [ 19251, 19293 ], [ 19294, 19316 ], [ 19317, 19341 ], [ 19342, 19387 ], [ 19388, 19410 ], [ 19411, 19455 ], [ 19456, 19493 ], [ 19494, 19527 ], [ 19528, 19702 ], [ 19703, 19725 ], [ 19726, 19748 ], [ 19749, 19752 ], [ 19753, 19772 ], [ 19773, 19778 ], [ 19779, 19785 ], [ 19786, 19792 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 23, 26 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 11 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 15, 19 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 64 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 36, 37, 38, 39, 41, 57 ] }, "nda-7": { "choice": "Entailment", "spans": [ 20, 21, 23, 24 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 30, 31 ] }, "nda-13": { "choice": "Entailment", "spans": [ 15, 18 ] }, "nda-5": { "choice": "Entailment", "spans": [ 20, 21, 23, 24 ] }, "nda-4": { "choice": "Entailment", "spans": [ 23, 25 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001014552/000095014801500497/0000950148-01-500497.txt" }, { "id": 439, "file_name": "1014959_0000950116-96-000618_document_7.txt", "text": "MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT\n(PRE-RELEASE PRODUCT-GENERAL)\nIMPORTANT: PLEASE COMPLETE THIS FORM AND RETURN IT TO MICROSOFT AT THE ADDRESS BELOW:\nUpon receipt by Microsoft Corporation (\"MS\") of this Agreement, signed and completed by the individual or organization indicated below (\"Recipient\"), MS may elect, at MS' sole discretion, to provide Recipient with a pre-release copy of the MS product MSN Software Development Kit, and related documentation and information (collectively the \"Product\"). MS may, in its sole discretion, also provide further pre-releases of the Product or related information to Recipient hereunder, in which case such further pre-releases and related information shall also be covered hereunder as \"Product\".\n1, GRANT OF LICENSE.\n(a) MS grants to Recipient a limited, non-exclusive, nontransferable, royalty-free license to use up to five copies of the executable Product code on CPU's residing at Recipient's premises solely to test the compatibility of Recipient's application or other product(s) (\"Application\") which operate in conjunction with the Product and to evaluate the Product for the purpose of providing feedback thereon to MS. All other rights are reserved to MS. Recipient shall not rent, lease, sell, sublicense, assign, or otherwise transfer the Product, including any accompanying printed materials. Recipient may not reverse engineer, decompile or disassemble the Product except to the extent that this restriction is expressly prohibited by applicable law. MS and its suppliers shall retain title and all ownership rights to the Product.\n(b) Recipient agrees to provide reasonable feedback to MS, including but not limited to beta reports, usability, bug reports and test results, with respect to the Product testing. Recipient will use reasonable efforts to review and comment on all documentation supplied. All bug reports, test results and other feedback made by Recipient shall be the property of MS and may be used by MS for any purpose. Due to the nature of the development work, MS is not certain as to when errors or discrepancies in the Products may be corrected.\n(c) Recipient may disclose the Product only to its employees who have a need to know in order to accomplish the purposes identified in Section l(a), and such employees' use of the Product shall take place solely at Recipient's site. Recipient will have executed appropriate written agreements with its employees sufficient to enable it to comply with the terms of this Agreement.\n2. REDISTRIBUTABLE COMPONENTS. MS further grants to recipient the following non-exclusive, nontransferable, royalty-free rights with respect to the sample and redistributable code listed in the readme.txt file.\n(a) Subject to Section 2(b) below, to reproduce and distribute test version of Recipient's Application for use on The Microsoft Network (\"MSN\") created using the Product to MSN users provided you identify such Application as \"BETA\" and that you comply with Section 2(c), below.\n(b) To modify the sample code provided with the Product and to reproduce and distribute such modifications in object code form for use on The Microsoft Network to MSN users provided you identify such Application as \"BETA\" and that you comply with Section 2(c), below.\n(c) if you redistribute your Application as allowed under this Agreement, you must: (1) distribute the Product only in conjunction with and as part of your Application which is designed, developed and tested to operate on MSN; (2) not make any statements to the effect or which imply that your Application is \"certified\" by MS or that its performance is guaranteed by MS; (3) not use MS' name, logo, or trademarks to market your Application; and (4) agree to indemnify, hold harmless, and defend MS and its suppliers from and against any claims or lawsuits, including attorney's fees, that arise or result from your distribution of the Application.\n(d) The Product shall not be used, modified, reproduced except as provided above and you agree to destroy or erase the copy of the Product upon MS' release of the Product in final form.\n3. TERM OF AGREEMENT. The term of this Agreement shall commence on the Effective Date and shall continue until terminated by MS in writing at any time, with or without cause. This Agreement will terminate without notice upon the commercial release of the Product. Upon the termination of this Agreement, Recipient shall promptly return to MS. or certify destruction of, all full or partial copies of the Product and related materials provided by MS. Section 6 shall survive termination or expiration of this Agreement with respect to any information that has not been made public by MS as of the commercial release of the Product.\n4. COST OF TESTING. There is no charge to Recipient for testing of the Product. MS shall bear all transportation expenses relating to the shipment of the Product to Recipient's place of business and Recipient will pay any return transportation expenses.\n5. PRODUCT MAINTENANCE. MS is not obligated to provide maintenance or updates to Recipient for the Product. However, any maintenance or updates provided by MS shall be covered by this Agreement.\n6. CONFIDENTIALITY. The Product and related information is proprietary and confidential information to MS and its suppliers. Recipient agrees not to disclose or provide the Product, documentation, or any related information (including the Product features or the results of use or testing) to any third party or use the Product for any purpose other than as provided in this Agreement. However, Recipient may disclose confidential information in accordance with judicial or other governmental order, provided Recipient shall give MS reasonable written notice prior to such disclosure and shall comply with any applicable protective order or equivalent. Further, Recipient shall not be obligated to maintain the confidentiality of information which Recipient can prove (1) is already known to Recipient without an obligation to maintain the same as confidential; (2) becomes publicly known through no wrongful act of Recipient; (3) is rightfully received from a third party without breach of an obligation of confidentiality owed to MS; or (4) is independently developed by Recipient. This provision shall survive the termination or expiration of this Agreement with respect to any information that has not been made public by MS as of the commercial release of the Product.\n7. DISCLAIMER OF WARRANTY. Product is deemed accepted by Recipient. The Product constitutes pre-release code and may be changed substantially before commercial release. The PRODUCT IS PROVIDED \"AS IS\" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCT AND DOCUMENTATION REMAINS WITH RECIPIENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MICROSOFT OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF MICROSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO RECIPIENT.\n8. GOVERNING LAW; ATTORNEYS FEES. This Agreement shall be governed by the laws of the State of Washington and Recipient further consents to jurisdiction by the state and federal courts sitting in the State of Washington. If either MS or Recipient employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees.\n9. U.S. GOVERNMENT RESTRICTED RIGHTS. The Product is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause of DFARS 252.227-7013 or subparagraphs (c)(i) and (2) of the Commercial Computer Software -- Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Microsoft Corporation, One Microsoft Way, Redmond, WA 98052-6399.\n10. EXPORT RESTRICTIONS. Recipient acknowledges that the Product licensed hereunder is subject to the export control laws and regulations of the U.S.A., and any amendments thereof. Recipient confirms that with respect to the Product, it will not export or re-export it, directly or indirectly, either to (i) any countries that are subject to U.S.A export restrictions (currently including, but not necessarily limited to, Cuba, the Federal Republic of Yugoslavia (Serbia and Montenegro), Haiti, Iran, Iraq, Libya, North Korea, South Africa (military and police entities), and Syria), (ii) any end user who Recipient knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons; or (iii) any end user who has been prohibited from participating in the U.S.A. export transactions by any federal agency of the U.S.A. government. Recipient further acknowledges that the Product may include technical data subject to export and re-export restrictions imposed by U.S.A. law.\n11. ENTIRE AGREEMENT. This Agreement constitutes the complete and exclusive agreement between MS and Recipient with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. This Agreement may not be modified except in a writing duly signed by an authorized representative of MS and Recipient.\n12. PARTIES BOUND. If \"Company Name\" or a company address is filled in below, then the individual signing this Agreement represents that he/she has authority to execute this agreement on behalf of such company and agrees that Product (and any copies thereof) shall remain on the company premises, unless otherwise agreed by MS.\nIN WITNESS WHEREOF. Recipient has caused this Agreement to he executed by its duly authorized representative.\nBeta Site ID\nCompany Name\nAlpha Site Contact/Tester (Recipient)\nCompany Authorized Representative's Signature\nPrint Authorized Signature and Title\nPhysical Address (No P.O. Boxes)\nCity, State, Zip\nPhone Number\nMicrosoft Network Member ID\nDate\nRETURN TO:\nWPG Beta Group Address.\nMicrosoft Corporation\nAttn:\nOne Microsoft Way\nRedmond, WA 98052-6399\n", "spans": [ [ 0, 46 ], [ 47, 76 ], [ 77, 162 ], [ 163, 516 ], [ 516, 753 ], [ 754, 774 ], [ 775, 1187 ], [ 1187, 1224 ], [ 1224, 1364 ], [ 1364, 1523 ], [ 1523, 1603 ], [ 1604, 1784 ], [ 1784, 1875 ], [ 1875, 2009 ], [ 2009, 2138 ], [ 2139, 2372 ], [ 2372, 2518 ], [ 2519, 2550 ], [ 2550, 2729 ], [ 2730, 3007 ], [ 3008, 3275 ], [ 3276, 3360 ], [ 3360, 3503 ], [ 3503, 3648 ], [ 3648, 3722 ], [ 3722, 3924 ], [ 3925, 4110 ], [ 4111, 4133 ], [ 4133, 4286 ], [ 4286, 4375 ], [ 4375, 4454 ], [ 4454, 4561 ], [ 4561, 4741 ], [ 4742, 4762 ], [ 4762, 4822 ], [ 4822, 4995 ], [ 4996, 5020 ], [ 5020, 5104 ], [ 5104, 5190 ], [ 5191, 5211 ], [ 5211, 5316 ], [ 5316, 5577 ], [ 5577, 5844 ], [ 5844, 5959 ], [ 5959, 6053 ], [ 6053, 6118 ], [ 6118, 6230 ], [ 6230, 6275 ], [ 6275, 6464 ], [ 6465, 6492 ], [ 6492, 6533 ], [ 6533, 6634 ], [ 6634, 6696 ], [ 6696, 6918 ], [ 6918, 7029 ], [ 7029, 7383 ], [ 7383, 7531 ], [ 7531, 7708 ], [ 7709, 7743 ], [ 7743, 7930 ], [ 7930, 8119 ], [ 8120, 8158 ], [ 8158, 8206 ], [ 8206, 8312 ], [ 8312, 8423 ], [ 8423, 8434 ], [ 8434, 8531 ], [ 8531, 8612 ], [ 8613, 8638 ], [ 8638, 8794 ], [ 8794, 8917 ], [ 8917, 9197 ], [ 9197, 9363 ], [ 9363, 9507 ], [ 9507, 9649 ], [ 9650, 9672 ], [ 9672, 9928 ], [ 9928, 10047 ], [ 10048, 10067 ], [ 10067, 10375 ], [ 10376, 10396 ], [ 10396, 10485 ], [ 10486, 10498 ], [ 10499, 10511 ], [ 10512, 10549 ], [ 10550, 10595 ], [ 10596, 10632 ], [ 10633, 10665 ], [ 10666, 10682 ], [ 10683, 10695 ], [ 10696, 10723 ], [ 10724, 10728 ], [ 10729, 10739 ], [ 10740, 10763 ], [ 10764, 10785 ], [ 10786, 10791 ], [ 10792, 10809 ], [ 10810, 10832 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 9 ] }, "nda-16": { "choice": "Entailment", "spans": [ 30 ] }, "nda-15": { "choice": "Entailment", "spans": [ 6, 7, 10 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 32, 48 ] }, "nda-12": { "choice": "Entailment", "spans": [ 43, 47 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 30, 31 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 15, 41 ] }, "nda-17": { "choice": "Entailment", "spans": [ 26 ] }, "nda-8": { "choice": "Entailment", "spans": [ 42 ] }, "nda-13": { "choice": "Entailment", "spans": [ 43, 46 ] }, "nda-5": { "choice": "Entailment", "spans": [ 15 ] }, "nda-4": { "choice": "Entailment", "spans": [ 6, 41 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001014959/000095011696000618/0000950116-96-000618.txt" }, { "id": 441, "file_name": "1017358_0001017358-97-000002_document_4.txt", "text": "EXHIBIT D\nFORM OF CONFIDENTIALITY AGREEMENT\nTHIS CONFIDENTIALITY AGREEMENT (this \"Agreement\"), made effective as of the ____________ day of _________, 199 , by and between Sprint Spectrum L.P., a Delaware limited partnership (\"Sprint Spectrum\"), whose address is 4717 Grand Avenue, 5th Floor, Kansas City, Missouri 64112, and , a , whose address is , is to assure the protection and preservation of the confidential and/or proprietary nature of information to be disclosed or made available to each other pursuant to or in connection with the transactions contemplated by, the Credit Agreement dated as of October 2, 1996 (the \"Credit Agreement\"), by and among Spring Spectrum, the lenders named therein and Northern Telecom Inc., as agent.\nNOW, THEREFORE, in reliance upon and in consideration of the following undertakings, the parties, for themselves, or for any corporation, partnership, association, joint stock company, limited liability company, limited liability partnership, or trust directly or indirectly controlling, controlled by or under common control of such party, or a more than 50% owned subsidiary of such party (its \"Affiliates\"), agree as follows:\n1. Scope. For purposes of this Agreement, the \"Proprietary Information\" of a party disclosing information (the \"Discloser\") means any and all information, including, without limitation, all oral, written, graphical, and electronic information disclosed to the party receiving the information (the \"Recipient\") pursuant to, or in connection with the transactions contemplated by, the Credit Agreement, whether delivered to the Recipient directly by the Discloser or indirectly through an agent of the Discloser or Recipient.\n2. Limitation. The term \"Proprietary Information\" does not include information which: (a) has been or may in the future be published or is now or may in the future be otherwise in the public domain through no fault of the Recipient; (b) prior to disclosure pursuant to this Agreement is properly within the legitimate possession of the Recipient; (c) subsequent to disclosure pursuant to this Agreement, is lawfully received from a third party having rights in the information without restriction of the third party's right to disseminate the information and without notice of any restriction against its further disclosure; (d) is independently developed by the Recipient through parties who have not had, either directly or indirectly, access to or knowledge of such Proprietary Information; (e) is approved for disclosure by prior written permission of an authorized signatory of Discloser; or (f) is obligated to be produced by law or under order of a court of competent jurisdiction or other similar requirement of a governmental agency, or is required to be disclosed to, or is requested by, the Recipient's outside auditors or examiners in connection with an audit or examination or so long as the party required to disclose the information provides the other party with prior written notice of any required disclosure pursuant to such law, order or requirement.\n3. Use. Each party agrees to use the Proprietary Information received from the other party only for the purpose of the servicing or protection of its interests in respect of the Loans, the Credit Agreement and the Loan Documents (each as defined in the Credit Agreement). No other rights, and particularly licenses, trademarks, inventions, copyrights, patents, or any other intellectual property rights are implied or granted under the Credit Agreement or this Agreement or by the conveying of Proprietary Information between the parties. Each party agrees that the other may disclose Proprietary Information received by it to its Affiliates, employees not permitted under the Credit Agreement and agents, subject to the terms of this Agreement.\n4. Reproduction. Proprietary Information supplied is not to be reproduced in any form except as required to accomplish the intent of this Agreement.\n5. Duty of Care. All Proprietary Information must be retained by the Recipient in accordance with its customary procedures for handling confidential information of this nature and disclosed only to the Recipient's Affiliates or employees (or , attorneys, accountants and agents who have a non-disclosure obligation at least as restrictive as this Agreement) who need to know such information for purposes of the servicing or protection of its interest in respect of the Loans, the Credit Agreement and the Loan Documents (each as defined under the Credit Agreement) and the transactions contemplated thereby and to such third parties as the Discloser has consented to by prior written approval. In addition, the Recipient must provide the same care to avoid disclosure not permitted under the Credit Agreement or unauthorized use of the Proprietary Information as it provides to protect its own similar proprietary information.\n6. Ownership. All Proprietary Information, unless otherwise specified in writing, (a) remains the property of the Discloser, and (b) must be used by the Recipient only for the purpose stated herein. Upon termination of this Agreement, all copies of written, recorded, graphical or other tangible Proprietary Information must either be returned to the Discloser, or destroyed (i) after the Recipient's need for it has expired or (ii) upon the request of the Discloser. At the request of the Discloser, the Recipient will furnish a certificate of an officer of the Recipient certifying that any Proprietary Information not returned to Discloser has been destroyed.\n7. Right to Disclose. Each party warrants that it has the right to disclose all Proprietary Information which it will disclose to the other party pursuant to this Agreement, and each party agrees to indemnify and hold harmless the other from all claims by a third party related to the wrongful disclosure of such third party's information. Otherwise, neither party makes any representation or warranty, express or implied, with respect to any Proprietary Information. Neither party is liable for indirect, incidental, consequential, or punitive damages of any nature or kind resulting from or arising in connection with this Agreement.\n8. Right to Enjoin Disclosure. The parties acknowledge that a Recipient's unauthorized disclosure or use of Proprietary Information may result in irreparable harm. Therefore, the parties agree that, in the event of violation or threatened violation of this Agreement, without limiting any other rights and remedies of each other, a temporary restraining order and/or an injunction to enjoin disclosure of Proprietary Information may be sought against the party who has breached or threatened to breach this Agreement and the party who has breached or threatened to breach this Agreement will not raise the defense of an adequate remedy at law.\n9. Disclosure to Third Parties. All media releases and pubic announcements or disclosures by either party relating to this Agreement, its subject matter or the purpose of this Agreement are to be coordinated with and consented to by the other party in writing prior to the release or announcement.\n10. No Partnership or Joint Venture Formed. The exchange of any Proprietary Information between the parties is not intended to be interpreted that the parties have formed or will form a partnership, joint venture or other relationship. Any business relationship between the parties, if any, must be governed by separate agreement.\n11. General. (a) This Agreement is governed and construed under the laws of the State of Missouri and there are no understandings, agreements or representations, express or implied, not specified herein. (b) Except for subsection 9.13 of the Credit Agreement, this Agreement represents the entire understanding between the parties with respect to the confidentiality and disclosure of Proprietary Information, and the terms of this Agreement supersede the terms of any prior agreements or understandings, written or oral with respect thereto. (c) This Agreement may not be amended except in a writing signed by the parties. (d) The provisions of this Agreement are to be considered as severable, and in the event that any provision is held to be invalid or unenforceable, the parties intend that the remaining provisions will remain in full force and effect. (e) Captions in this Agreement are for ease of reference only and should not be considered in the construction of this Agreement. (f) There are no third party beneficiaries to this Agreement. (g) Failure by a party to enforce or exercise any provision, right or option contained in this Agreement will not be construed as a present or future waiver of such provision, right or option.\nIN WITNESS THEREOF, the parties have executed this Agreement as of the effective date stated above.\nSPRINT SPECTRUM L.P. ______________________________\nBy: By:\nName: Name:\nTitle: Title:\n", "spans": [ [ 0, 9 ], [ 10, 43 ], [ 44, 740 ], [ 741, 1169 ], [ 1170, 1180 ], [ 1180, 1693 ], [ 1694, 1709 ], [ 1709, 1780 ], [ 1780, 1927 ], [ 1927, 2041 ], [ 2041, 2319 ], [ 2319, 2488 ], [ 2488, 2591 ], [ 2591, 3063 ], [ 3064, 3336 ], [ 3336, 3603 ], [ 3603, 3809 ], [ 3810, 3827 ], [ 3827, 3958 ], [ 3959, 3976 ], [ 3976, 4654 ], [ 4654, 4886 ], [ 4887, 4901 ], [ 4901, 4969 ], [ 4969, 5016 ], [ 5016, 5086 ], [ 5086, 5262 ], [ 5262, 5315 ], [ 5315, 5355 ], [ 5355, 5549 ], [ 5550, 5572 ], [ 5572, 5890 ], [ 5890, 6018 ], [ 6018, 6185 ], [ 6186, 6217 ], [ 6217, 6350 ], [ 6350, 6829 ], [ 6830, 6862 ], [ 6862, 7127 ], [ 7128, 7172 ], [ 7172, 7364 ], [ 7364, 7458 ], [ 7459, 7472 ], [ 7472, 7663 ], [ 7663, 8002 ], [ 8002, 8083 ], [ 8083, 8318 ], [ 8318, 8448 ], [ 8448, 8510 ], [ 8510, 8702 ], [ 8703, 8802 ], [ 8803, 8819 ], [ 8819, 8824 ], [ 8824, 8854 ], [ 8855, 8862 ], [ 8863, 8874 ], [ 8875, 8888 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 26, 27 ] }, "nda-15": { "choice": "Entailment", "spans": [ 15, 23, 24 ] }, "nda-10": { "choice": "Entailment", "spans": [ 38 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 7, 11 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 26, 27, 28 ] }, "nda-3": { "choice": "Entailment", "spans": [ 5 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 16, 20 ] }, "nda-17": { "choice": "Entailment", "spans": [ 18 ] }, "nda-8": { "choice": "Entailment", "spans": [ 7, 13 ] }, "nda-13": { "choice": "Entailment", "spans": [ 7, 10 ] }, "nda-5": { "choice": "Entailment", "spans": [ 16, 20 ] }, "nda-4": { "choice": "Entailment", "spans": [ 14, 23, 25 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001017358/000101735897000002/0001017358-97-000002.txt" }, { "id": 442, "file_name": "1017545_0001012870-97-001500_document_2.txt", "text": "EXHIBIT E: NON-DISCLOSURE AGREEMENT BETWEEN PBIS AND SOLOPOINT, INC. AND PACIFIC BELL AND SOLOPOINT, INC.\nCONFIDENTIAL NON-DISCLOSURE AGREEMENT\nThis agreement is made on August 21, 1996 between SoloPoint, Inc., a California corporation (\"SoloPoint\") and Pacific Bell Information Services (\"PBIS\").\n1. Purpose. Company and SoloPoint wish to explore a business possibility under which each party may disclose its Confidential Information to the other party.\n2. Definition. \"Confidential Information\" means any information, technical data, or know-how, including, but not limited to that which relates to research, products, software, services, development, inventions, processes, designs, drawings, formulas, engineering, marketing, finances, financial models, and business plans, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Confidential Information does not include information, technical data, or know-how (i) is in the possession of the receiving party at the time of disclosures shown by the receiving party's files and records immediately prior to the time of disclosure; or (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party, or (iii) is required by law to be disclosed by the receiving party; (iv) is independently developed by the receiving party without utilization of the Confidential Information.\n3. Non-Disclosure of Confidential Information. Each party agrees not to use the Confidential Information disclosed to it by the other party for its own use or for any purpose except to carry out discussions concerning the completion of any business relationship between the two. Each party will not disclose the Confidential Information of the other party to third parties or to its employees except employees who are required to have the information in order to carry out the contemplated business. Each party will have employees to whom Confidential Information of the other party is disclosed sign a Non-Disclosure Agreement in content substantially similar to this agreement if such persons have not already signed such agreements obligating them to hold the Confidential Information in confidence. Each party agrees that it will take all reasonable steps to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party on order to prevent of unauthorized falling into the public domain or the possession of unauthorized persons. Each agrees to immediately notify the other party in writing of any misuse or misappropriation of such Confidential Information of the other party which may come to its attention.\n4. Return of Information. Upon request of the disclosing party, the receiving party agrees to promptly return all documents furnishes to it by the disclosing party, together with all copies thereof in its possession.\n5. Term. The term of this Agreement shall be five (5) years. 6. General Provisions. This Agreement will be governed by the laws of the State of California. This Agreement will be binding upon the successors of each party, and will be for the benefit of each party, its successors, and its assigns. Each party agrees that it would be difficult to measure the damage to such party from the breach of the other party's obligations hereunder, that injury to such party from any such breach would be impossible to calculate, and that monetary damages would therefor be an inadequate remedy; accordingly, each party agrees that the other party shall be entitled, in addition to all other remedies it might have, to injunctions or other appropriate orders to restrain any such breach without showing or proving any actual damage.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year written above.\nCompany:\nPacific Bell Information Services SoloPoint, Inc.\nBy: By:\n---------------------------------- ----------------------------------\nTitle: Title:\n------------------------------- -------------------------------\n", "spans": [ [ 0, 69 ], [ 69, 105 ], [ 106, 143 ], [ 144, 297 ], [ 298, 310 ], [ 310, 455 ], [ 456, 471 ], [ 471, 980 ], [ 980, 1063 ], [ 1063, 1235 ], [ 1235, 1402 ], [ 1402, 1467 ], [ 1467, 1574 ], [ 1575, 1622 ], [ 1622, 1854 ], [ 1854, 2075 ], [ 2075, 2378 ], [ 2378, 2646 ], [ 2646, 2825 ], [ 2826, 2852 ], [ 2852, 3042 ], [ 3043, 3052 ], [ 3052, 3104 ], [ 3104, 3127 ], [ 3127, 3199 ], [ 3199, 3341 ], [ 3341, 3865 ], [ 3866, 3965 ], [ 3966, 3974 ], [ 3975, 4024 ], [ 4025, 4032 ], [ 4033, 4068 ], [ 4068, 4102 ], [ 4103, 4116 ], [ 4117, 4149 ], [ 4149, 4180 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-1": { "choice": "Entailment", "spans": [ 7 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 8, 12 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 20 ] }, "nda-3": { "choice": "Entailment", "spans": [ 7 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 15 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 15 ] }, "nda-4": { "choice": "Entailment", "spans": [ 14 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001017545/000101287097001500/0001012870-97-001500.txt" }, { "id": 443, "file_name": "1018761_0000950130-96-004285_document_6.txt", "text": "[LOGO]\nTeleService Resources\nTELESERVICE RESOURCES\nNON DISCLOSURE AND NONCOMPETE AGREEMENT\nThis agreement is made as of the 1st of March, 1996, by and between TeleService Resources (TSR)(the \"Providing Party\") and Computer Generated Solutions, Inc. (CGS) (the \"Receiving Party\").\nIn connection with discussions between TSR and CGS, it will be necessary for CGS to review certain documentation and information considered proprietary by TSR. In view of TSR's desire that such documentation and information be maintained in confidence, it is hereby agreed that for a period of five (5) years commencing on the date of this Agreement, CGS shall not disclose or otherwise make available to a third party any proprietary information and documentation received from TSR that is identified as confidential (\"Confidential Information\"). All Confidential Information transmitted hereunder shall be and remain the property of TSR, and all such Information and any copies thereof shall be promptly returned to TSR upon request or destroyed at TSR's option.\nConfidential Information shall mean any non-public, confidential proprietary information, services to be rendered or transactions contemplated hereby, including without limitation, pricing and material terms and conditions of services offered, intellectual property, enabling software, programming, except that Confidential Information does not include any information that:\n(i) is required by law to be disclosed (ii) was available to the Receiving Party prior to its disclosure by the Providing Party\n(iii) was known or becomes generally available to the public or to competitors of the parties hereto other than as a result of disclosure by the Receiving Party\nFurthermore, in the event that TSR and CGS enter into program-specific Agreements whereby CGS will provide help desk call handling services to TSR, those services will be provided for TSR's client programs. CGS agrees not to pursue independent business relations with any of TSR's clients for which it provides services for a minimum period of two (2) years from the end date of the program-specific Agreement(s)\n/s/ Steve Carter Date: 3/1/96\n--------------------- ------------\nSteve Carter, Vice President\nCMC Division\nComputer Generated Solutions, INc.\n/s/ L.L. Curtis Date: 3/1/96\n-------------------------------- ------------\nLauri Curtis, Group President\nTeleService Resources/Data Management Services\n", "spans": [ [ 0, 6 ], [ 7, 28 ], [ 29, 50 ], [ 51, 90 ], [ 91, 279 ], [ 280, 440 ], [ 440, 828 ], [ 828, 1044 ], [ 1045, 1419 ], [ 1420, 1459 ], [ 1459, 1547 ], [ 1548, 1708 ], [ 1709, 1916 ], [ 1916, 2121 ], [ 2122, 2151 ], [ 2152, 2174 ], [ 2174, 2186 ], [ 2187, 2215 ], [ 2216, 2220 ], [ 2220, 2228 ], [ 2229, 2263 ], [ 2264, 2292 ], [ 2293, 2326 ], [ 2326, 2338 ], [ 2339, 2368 ], [ 2369, 2415 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 7 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 8 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001018761/000095013096004285/0000950130-96-004285.txt" }, { "id": 445, "file_name": "1021096_0000914317-03-001205_ex2-2.txt", "text": "NON-COMPETITION AND NON-DISCLOSURE AGREEMENT\nTHIS NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (the \"Agreement\") is made and entered into as of the 1st day of April, 2003, by and between BELCAN CORPORATION, an Ohio corporation (\"Belcan\"), and ARC COMMUNICATIONS, INC., a New Jersey corporation (\"ARC\"). All initially capitalized terms not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement (later defined).\nWHEREAS, the parties hereto are parties to a certain Stock Purchase Agreement (the \"Purchase Agreement\") dated as of April 1, 2003, pursuant to which ARC agreed to sell to Belcan the Purchased Shares in the Company;\nWHEREAS, ARC will receive valuable consideration from Belcan for the sale of the Purchased Shares in the Company and will also receive the Note as additional consideration for its covenants contained herein;\nWHEREAS, ARC has had access to all material and otherwise confidential information relating to the Company;\nWHEREAS, the Company is engaged in the business of providing on-line training to professionals in the medical arena (the \"Business\");\nWHEREAS, Belcan would not be willing to enter into the Purchase Agreement without the agreement of ARC to execute this Non-Competition and Non-Disclosure Agreement, and Belcan has expressly conditioned its obligations under the Purchase Agreement on the entering into of this Non-Competition and Non-Disclosure Agreement.\nNOW, THEREFORE, in pursuance of the above and in consideration of the terms and conditions contained herein and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\n1. Non-Disclosure of the Company's Confidential Information and Trade Secrets. ARC has learned trade secrets and confidential information of the Company, including, but not limited to, the software of the Company, marketing, price information, customer lists, identities of customer contact persons, lists of prospective customers, market research, sales systems, marketing programs, budgets, pricing strategy, identity and requirements of national accounts, methods of operating, other trade secrets and confidential information regarding customers and employees of the Company or its customers and other information about the Company's Business that is not readily known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know such information (collectively, the \"Confidential Information\"). ARC acknowledges that the Company has invested substantial sums in the development of its Confidential Information. ARC covenants and agrees that they will not, directly or indirectly, disclose or communicate to any person or entity any Confidential Information of the Company; except (i) in connection with the enforcement of ARC's rights under the Purchase Agreement, or (ii) as otherwise required by law. This covenant has no geographical or territorial restriction or limitation and applies no matter where ARC may be located in the future.\n2. Non-Solicitation Covenant. For a period of five (5) years from the date hereof, ARC, acting either directly or indirectly, through any other person, firm, or corporation, covenants and agrees not to (i) induce or attempt to induce or influence any employee of the Company to terminate employment with the Company when the Company desires to retain that person's services; (ii) in any way interfere with the relationship between the Company and any employee of the Company; or (iii) employ, or otherwise engage as an employee, independent contractor or otherwise, any employee of the Company.\n3. Non-Competition. For a period of five (5) years from the date hereof, ARC shall not, acting directly or indirectly, (i) have any ownership interest in any competing business, (ii) call on, solicit or have business communications with respect to a competing business with any of the Company's customers or prospective customers for the purpose of obtaining competing business from such customer or prospective customer other than for the benefit of the Company, or (iii) participate in the formation or start-up of a competing business. As used in this Agreement, the term \"competing business\" means any business competing with the Company for the Company's Business anywhere in the United States. As used in this Agreement, the term \"customer\" means any customer of the Company whose identity ARC learned through ARC's ownership of the Company or with whom ARC had business contact during the twelve (12) months immediately prior to the date hereof.\n4. Return of Confidential Information. Upon the Closing (as defined in the Purchase Agreement) of the transactions contemplated by the Purchase Agreement, ARC agrees that all copies and originals of all documents and other materials containing or referring to the Company's Confidential Information as may be in ARC's possession, or over which ARC may have control, shall be delivered by ARC to Belcan immediately, with no request being required.\n5. Injunctive Relief. ARC acknowledges and agrees that a breach of any of the covenants set forth in this Agreement will cause irreparable injury and damage to Belcan for which Belcan would have no adequate remedy at law, and ARC further agrees that in the event of said breach, Belcan, without having to prove damages, shall be entitled to an immediate restraining order and injunction to prevent such violation or continued violation, and to all costs and expenses, including Belcan's reasonable attorney fees, in addition to any other remedies to which Belcan may be entitled at law or equity.\n6. Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable in any respect, Belcan and ARC agree that such term or provision shall be deemed to be modified to the extent necessary to permit its enforcement to the maximum extent permitted by applicable law.\n7. Assignment. This Agreement shall be binding upon and inure to the benefit of Belcan, its successors and assigns.\n8. Governing Law, Forum Selection, and Consent to Personal Jurisdiction. This Agreement shall be governed by the laws of the State of Ohio.\nThe remainder of this page intentionally left blank.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.\nWITNESSES: BELCAN CORPORATION\nBY: /s/Richard J. Lajoie, Jr.\nRichard J. Lajoie, Jr.\nVice President\nARC COMMUNICATIONS, INC.\nBY: /s/ Michael Rubel\n-----------------------------\nMichael Rubel\nChief Operating Officer\n", "spans": [ [ 0, 44 ], [ 45, 303 ], [ 303, 440 ], [ 441, 656 ], [ 657, 864 ], [ 865, 972 ], [ 973, 1106 ], [ 1107, 1428 ], [ 1429, 1676 ], [ 1677, 1756 ], [ 1756, 2522 ], [ 2522, 2638 ], [ 2638, 2807 ], [ 2807, 2895 ], [ 2895, 2930 ], [ 2930, 3066 ], [ 3067, 3087 ], [ 3087, 3097 ], [ 3097, 3269 ], [ 3269, 3442 ], [ 3442, 3546 ], [ 3546, 3661 ], [ 3662, 3682 ], [ 3682, 3781 ], [ 3781, 3840 ], [ 3840, 4129 ], [ 4129, 4201 ], [ 4201, 4362 ], [ 4362, 4614 ], [ 4615, 4654 ], [ 4654, 5061 ], [ 5062, 5084 ], [ 5084, 5658 ], [ 5659, 5676 ], [ 5676, 5956 ], [ 5957, 5972 ], [ 5972, 6072 ], [ 6073, 6146 ], [ 6146, 6212 ], [ 6213, 6265 ], [ 6266, 6371 ], [ 6372, 6401 ], [ 6402, 6431 ], [ 6432, 6454 ], [ 6455, 6469 ], [ 6470, 6494 ], [ 6495, 6516 ], [ 6517, 6546 ], [ 6547, 6560 ], [ 6561, 6584 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 30 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 10 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 30 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 18, 21 ] }, "nda-7": { "choice": "Contradiction", "spans": [ 12 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Contradiction", "spans": [ 12 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001021096/000091431703001205/0000914317-03-001205.txt" }, { "id": 447, "file_name": "1029445_0000940180-97-000212_document_12.txt", "text": "NON-DISCLOSURE AGREEMENT\nThis agreement, made and entered into this 15th day of April, 1996, by and between Assessment Systems, Inc., a corporation having an office at 780 Third Avenue, New York, N.Y. 10017 (hereinafter referred to as \"CONSULTANT\") and Telesector Resources Group, Inc, (\"NYNEX\"), a corporation duly organized and existing under the laws of the State of Delaware and having an office at 240 East 38th Street, New York, New York 10016. NYNEX shall remain and include Telesector Resources Group, Inc., its holding and parent companies, and its or their affiliates and subsidiaries.\nWITNESSETH THAT:\nWHEREAS, in order for CONSULTANT to provide consultant services to NYNEX it may be necessary or desirable for NYNEX to disclose to CONSULTANT certain confidential and proprietary material, information, data, and other communications concerning NYNEX's past, current, future and proposed or potential customers, products, services, operations, business forecasts, procurement requirements, plans strategies and technology; and\nWHEREAS, CONSULTANT and NYNEX wish to define the agreed upon terms and conditions governing the confidentially of material, information and data furnished and to be furnished by NYNEX to CONSULTANT in connection with its present and future business plans.\nNOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and undertakings expressed herein, agree with each other as follows:\n1. For the purposes of this Non-Disclosure Agreement, the term \"Confidential Information\" shall mean material, information, data and other communications (a) disclosed by NYNEX and/or one or more of its parent, subsidiary or affiliated corporations, appropriately marked as \"Confidential,\" \"Proprietary\" or the like or otherwise disclosed in a manner consistent with its proprietary and confidential nature; or (b) produced during the course of the working relationship between NYNEX and CONSULTANT, which would either give NYNEX' competitors an advantage or diminish or eliminate NYNEX' advantage over its competitors.\n2. ALL NYNEX Confidential Information:\n(a) is hereby acknowledged by CONSULTANT to be of a proprietary nature to, and to constitute secrets of NYNEX;\n(b) shall not be copied, used, distributed, disclosed, disseminated or communicated in any way or form by CONSULTANT whether or not for its own benefit, to anyone outside or within its own organization, except on a \"need-to-know\" basis to the extent necessary for: (i) negotiations, discussions and consultations with personnel or authorized representatives of NYNEX; (ii) supplying NYNEX with products or services at its order; (iii) preparing bids, estimates and proposals for submission to NYNEX; and (iv) any other purpose which NYNEX may authorize in writing;\n(c) shall not be used by CONSULTANT for any purposes other than those set forth herein, without the experts prior written permission of NYNEX;\n(d) shall be held by CONSULTANT in the strictest confidence, and shall be treated by it with the same degree of care to avoid disclosure to any third party as is used with respect to CONSULTANT'S own information of like importance, or, a minimum, shall be treated with a reasonable degree of care to avoid any such disclosure. CONSULTANT shall be liable for the disclosure of Confidential Information of NYNEX if such care is not used. The burden shall be upon CONSULTANT to show that such care, in fact, was used; and\n(e) Confidential Information is hereby acknowledged by CONSULTANT to be the sole property of NYNEX and shall be returned to NYNEX (including, without limitation, all materials, documents, drawings, models, apparatus, sketches, designs, specifications and lists, encompassing or evidencing same or related thereto, and all copies/formats thereof), within seven (7) days after receipt by CONSULTANT of a written request from NYNEX setting forth the Confidential Information to be returned. Upon receipt of such request, CONSULTANT also shall erase or destroy any such Confidential Information in any computer memory or data storage apparatus.\n3. The obligations set forth in Paragraph 2 hereof shall not apply, or shall terminate, with respect to any particular portion of NYNEX Confidential Information which:\n(a) was in CONSULTANT's possession, free of any obligation of confidence, prior to receipt from NYNEX, as proven by CONSULTANT's written records; provided, however, that CONSULTANT immediately informs NYNEX, in writing, to establish its prior possession;\n(b) is already in the public domain at the time NYNEX communicates it to CONSULTANT, or becomes available to the public through no breach of this Non-Disclosure Agreement by CONSULTANT;\n(c) is received independently from a third party free to disclose such information to CONSULTANT;\n(d) is developed by CONSULTANT, independently of and without reference to any Confidential Information of NYNEX or any other information that NYNEX has disclosed in confidence to any third party, as proven by CONSULTANT's written records;\n(e) is disclosed by CONSULTANT to a third party, with the express prior written permission of NYNEX;\n(f) is disclosed by CONSULTANT in order to satisfy any legal requirement of any competent government body; provided, however, that immediately upon CONSULTANT's receipt of any such request, CONSULTANT shall first advise NYNEX of same before making any disclosure to such body, so that NYNEX may either interpose an objection to such disclosure before such body, or take action to assure confidential handling of the Confidential Information by such body, or take other action to protect the Confidential Information which NYNEX deems appropriate under the circumstances; or\n(g) in any event, five (5) years after the date of execution of this Non-Disclosure Agreement.\n4. Nothing contained in this Non-Disclosure shall be construed as obligating NYNEX to disclose any particular information to CONSULTANT.\n5. Nothing contained in this Non-Disclosure Agreement shall be construed as granting to or conferring on CONSULTANT, expressly or impliedly, any rights, by license or otherwise, to the Confidential Information of NYNEX or any other material, information or data, or any invention, discovery, improvement or product conceived, made or acquired prior to, on or after the date of this Non-Disclosure Agreement.\n6. CONSULTANT warrants and represents that CONSULTANT has bound its employees, agents and subcontractors to the terms and conditions of this Agreement or that each and every employee, agent or subcontractor has personally executed a Non-Disclosure Agreement containing terms and conditions no less stringent than the terms and conditions contained herein; and furthermore CONSULTANT hereby agrees to indemnify, hold harmless and defend NYNEX from and against any loss, cost, damage, expense or claim arising out of any breach of this provision or the failure of CONSULTANT or its employees, agents or subcontractors to protect such Confidential Information.\n7. This Non-Disclosure Agreement shall become effective upon the day and year first written, and shall remain in effect until terminated in writing by either party. Notwithstanding any such termination, the rights and obligations with respect to the disclosure of Confidential Information set forth herein shall survive the termination of this Non-Disclosure Agreement.\n8. CONSULTANT further agrees that it shall not, without the prior written consent of NYNEX, make any news release, public announcement, or denial or confirmation of all or any part of the discussions or negotiations, or in any manner advertise or publish the fact that the parties have entered into discussions or negotiations with each other, or disclose any details connected with such discussions or negotiations to any third party, including any disclosure with respect to this Non-Disclosure Agreement, the negotiations culminating herein, or any phase of any program hereunder.\n9. No term or provision of this Non-Disclosure Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to waiver of, or be cause for, any other, different or subsequent breach.\n10. The construction, interpretation and performance of this Agreement and all transactions under it shall be governed by the laws of the State of New York.\nASSESSMENT SYSTEMS, INC. NYNEX\nBy: /s/ Eli Salig By: /s/ Harold Bell\nName: ELI SALIG Name: HAROLD BELL\nprint print\nTitle: EVP Title: DIRECTOR\nDate: 10 MAY 1996 Date: 5/14/96\nACCEPTANCE SHALL BE INDICATED BY (1) SIGNING AND (2) RETURNING DUPLICATE\nAssessment Systems, Inc. Telesector Resources Group, Inc\n780 Third Avenue, 22nd floor (A NYNEX Company)\nNew York, N.Y. 10017 240 East 38th Street, 15th floor\nAttn: Mr. Bernard Reynolds New York, N.Y. 10016\nAttn: Mr. Sean Mahoney - SPL\nSERVICE: Testing, assessment and interview process of additional field personnel.\nTelesector Resources Group, Inc., (herein after referred to as NYNEX) Agreement with you No. G12463P is amended as follows:\nEffective July 9th, 1996, Exhibit A--Statement of Work, will be expanded to provide services for additional NYNEX field personnel, and Exhibit B--Compensation, will be modified to provide for compensation for the additional service. Exhibits A and B are attached and are made part of the Agreement.\nAll other Terms and Conditions of the Agreement are reaffirmed and remain in effect to the extent that they do not conflict with this Agreement.\n(1) Sign Here and (2) Return To Address Above:\nTELESECTOR RESOURCES GROUP, INC.\nASSESSMENT SYSTEMS, INC. (A NYNEX COMPANY)\nBy /s/ Eli Salig By /s/ Harold Bell\nTitle EXEC. V.P Title Dir Strategic Servicing\nName ELI SALIG Name HAROLD BELL\n(print) (print)\nAccepted: Date 24 July 1996\n", "spans": [ [ 0, 24 ], [ 25, 451 ], [ 451, 595 ], [ 596, 612 ], [ 613, 1038 ], [ 1039, 1294 ], [ 1295, 1440 ], [ 1441, 1595 ], [ 1595, 1852 ], [ 1852, 2060 ], [ 2061, 2099 ], [ 2100, 2210 ], [ 2211, 2476 ], [ 2476, 2579 ], [ 2579, 2640 ], [ 2640, 2715 ], [ 2715, 2775 ], [ 2776, 2918 ], [ 2919, 3246 ], [ 3246, 3355 ], [ 3355, 3437 ], [ 3438, 3926 ], [ 3926, 4078 ], [ 4079, 4246 ], [ 4247, 4501 ], [ 4502, 4687 ], [ 4688, 4785 ], [ 4786, 5024 ], [ 5025, 5125 ], [ 5126, 5699 ], [ 5700, 5794 ], [ 5795, 5931 ], [ 5932, 6339 ], [ 6340, 6997 ], [ 6998, 7021 ], [ 7021, 7163 ], [ 7163, 7367 ], [ 7368, 7951 ], [ 7952, 8167 ], [ 8167, 8365 ], [ 8366, 8522 ], [ 8523, 8548 ], [ 8548, 8553 ], [ 8554, 8591 ], [ 8592, 8625 ], [ 8626, 8637 ], [ 8638, 8664 ], [ 8665, 8689 ], [ 8689, 8696 ], [ 8697, 8730 ], [ 8730, 8746 ], [ 8746, 8769 ], [ 8770, 8826 ], [ 8827, 8873 ], [ 8874, 8909 ], [ 8909, 8927 ], [ 8928, 8975 ], [ 8976, 9004 ], [ 9005, 9086 ], [ 9087, 9157 ], [ 9157, 9210 ], [ 9211, 9444 ], [ 9444, 9509 ], [ 9510, 9654 ], [ 9655, 9673 ], [ 9673, 9701 ], [ 9702, 9734 ], [ 9735, 9760 ], [ 9760, 9777 ], [ 9778, 9789 ], [ 9789, 9813 ], [ 9814, 9826 ], [ 9826, 9859 ], [ 9860, 9891 ], [ 9892, 9907 ], [ 9908, 9935 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 21, 32 ] }, "nda-10": { "choice": "Entailment", "spans": [ 37 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 4 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 7, 8 ] }, "nda-19": { "choice": "Entailment", "spans": [ 36 ] }, "nda-12": { "choice": "Entailment", "spans": [ 23, 27, 30 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 21, 22 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 10, 12 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 10, 12 ] }, "nda-8": { "choice": "Entailment", "spans": [ 29 ] }, "nda-13": { "choice": "Entailment", "spans": [ 23, 26, 30 ] }, "nda-5": { "choice": "Entailment", "spans": [ 10, 12 ] }, "nda-4": { "choice": "Entailment", "spans": [ 17 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001029445/000094018097000212/0000940180-97-000212.txt" }, { "id": 448, "file_name": "1030471_0001012870-01-501268_dex1065.txt", "text": "EXHIBIT C: MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nTHIS AGREEMENT IS ENTERED INTO BY AND BETWEEN COMPANY, INC., 1275 HARBOR BAY PARKWAY, SUITE 100, ALAMEDA, CA 94502 (\"Company\") AND TELECOMMUNICATIONS D'HAITI S.A.M. (\"BUYER\").\n1. This Agreement shall apply to all confidential and proprietary information disclosed by the parties to the other, including but not limited to confidential product planning information, product specifications and other proprietary and business and technical information (hereinafter referred to as \"Confidential Information\"). As used herein, \"Confidential Information\" shall be in written, graphic, machine recognizable or other tangible or electronic form and marked \"Confidential\" or \"Proprietary\" or shown by implication that it is imparted or disclosed in confidence, or if disclosed orally or visually, shall be reduced to writing in summary form, identified as \"Confidential Information\" and sent to the Receiving Party within 15 days following such oral or visual disclosure.\n2. Company and BUYER mutually agree to hold the other party's Confidential Information in strict confidence and not to disclose such Confidential Information to any third parties except after receiving prior consent by the disclosing party in writing. Company and BUYER shall use the same degree of care to avoid disclosure of such Confidential Information as each employs with respect to its own proprietary information of like importance or a greater degree if reasonable.\n3. Company and BUYER agree that they will not use the other party's Confidential Information for any purpose other than for the intended purposes, without the prior written permission of the other party.\n4. Company and BUYER mutually agree they may disclose such Confidential Information to their respective responsible employees with a bona fide need to know, and Company and BUYER agree to instruct all such employees not to disclose such Confidential Information to third parties and will ensure that such employees have agreed to similar non-disclosure provisions with Company or the BUYER, its own employees respectively.\n5. Information shall not be deemed Confidential Information and the receiving party shall have no obligation regarding any information for which it can be proven in written documentation (a) is already known to the receiving party at the time that it is disclosed without use of the Confidential Information; (b) is or becomes publicly known through no wrongful act contrary to this Agreement of the receiving party; (c) is rightfully received from a third party without obligation of confidence or restriction on disclosure from receiving party and without breach of this Agreement; (d) is independently developed by the receiving party without use of Confidential Information; (f) is disclosed pursuant to a requirement of a valid court order provided that the Receiving Party provides (i) prior written notice for the disclosing party of such obligation and (ii) the opportunity to oppose such disclosure and (iii) it is disclosed for the extent and purposes or the order only.\n6. All Confidential Information shall remain the property of the disclosing party, and upon the written request of either party, the other party shall promptly return to the disclosing party all Confidential Information disclosed to it and all copies thereof or at the disclosing party's option shall destroy all such Confidential Information and shall provide the receiving party with a certificate that all Confidential Information has been destroyed.\n7. Company and BUYER recognize and agree that nothing contained in this Agreement shall be construed as granting any rights, by license or otherwise to any Confidential Information disclosed pursuant to this Agreement.\n8. This agreement shall be binding upon and inure to the benefit of the party's successors and assigns. This Agreement shall not be assignable by either party for the written consent of the other party, and any purported assignment not permitted hereunder shall be void. This document constitutes the entire agreement between the parties with respect to the subject matter hereof, and shall supersede all previous, understandings and agreements, either oral or written, between the parties or any official or representative thereof.\n9. The obligations undertaken by each party pursuant to this Agreement shall remain in effect for three years from the last date of disclosure of Confidential Information, and shall survive any termination or expiration hereof.\n10. None of the Confidential Information disclosed by the parties constitutes any representation, warranty, assurance, guarantee or inducement by either party to the either with respect to the infringement of trademarks, patents, copyrights; any right of privacy; or any rights of third persons.\n11. The parties hereto are independent contractors.\n12. This Agreement may be modified only by written amendment signed by both parties. This Agreement shall be construed in accordance with the laws of the State of California without regard to the conflict of laws provisions and shall be subject to the jurisdiction of the courts of the State of California.\n13. The receiving party may make copies of Confidential Information only to the extent necessary for the purpose of this Agreement provided that the copies are marked \"Confidential\" and treated as Confidential Information in accordance with the terms of this Agreement.\n14. Accordingly, nothing in this Agreement will be construed as a representation or inference prohibiting either party from developing products, having products developed for it, from entering into joint ventures, alliances, or licensing arrangements that all without violation of this Agreement, compete with the products or systems embodying the Confidential Information.\n", "spans": [ [ 0, 62 ], [ 63, 124 ], [ 124, 238 ], [ 239, 569 ], [ 569, 1025 ], [ 1026, 1278 ], [ 1278, 1500 ], [ 1501, 1704 ], [ 1705, 2127 ], [ 2128, 2315 ], [ 2315, 2437 ], [ 2437, 2545 ], [ 2545, 2712 ], [ 2712, 2807 ], [ 2807, 2916 ], [ 2916, 2989 ], [ 2989, 3040 ], [ 3040, 3108 ], [ 3109, 3562 ], [ 3563, 3781 ], [ 3782, 3886 ], [ 3886, 4053 ], [ 4053, 4314 ], [ 4315, 4542 ], [ 4543, 4838 ], [ 4839, 4890 ], [ 4891, 4976 ], [ 4976, 5197 ], [ 5198, 5467 ], [ 5468, 5841 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 18, 19 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 3 ] }, "nda-1": { "choice": "Entailment", "spans": [ 4, 28 ] }, "nda-19": { "choice": "Entailment", "spans": [ 23 ] }, "nda-12": { "choice": "Entailment", "spans": [ 9, 13 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 18 ] }, "nda-3": { "choice": "Entailment", "spans": [ 4 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 5 ] }, "nda-17": { "choice": "Entailment", "spans": [ 28 ] }, "nda-8": { "choice": "Entailment", "spans": [ 9, 14, 15 ] }, "nda-13": { "choice": "Entailment", "spans": [ 9, 12 ] }, "nda-5": { "choice": "Entailment", "spans": [ 8 ] }, "nda-4": { "choice": "Entailment", "spans": [ 7 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001030471/000101287001501268/0001012870-01-501268.txt" }, { "id": 449, "file_name": "1031896_0000950147-01-501725_ex10-8.txt", "text": "NON-DISCLOSURE AND NON-CIRCUMVENT AGREEMENT\nThis agreement is made between the parties, effective as of the signatory dates below, for the purpose of assisting each other in certain Merchant and Investment Banking transactions for the \"Company's\" project or business and assisting each other in providing other services as may occur from time to time. Both parties agree to maintain complete confidentiality concerning the business affairs of the other and all proprietary information which each may receive from the other. Both parties agree to assume that any information which is divulged to the other is proprietary information and each agrees not to divulge or disseminate any such proprietary information to third parties without the written consent of the other. Neither party may use information divulged to the other in any independent trade or business enterprise or financing transaction. Both parties agree not to circumvent each other in dealing with the contacts of the other. Each party agrees to negotiate directly and solely with and through the other to any new potential financing, joint ventures, mergers, acquisition or other opportunities, which one makes known to the other, and each shall specify the particular capital sources and/or project.\nBoth parties agree not to contact the clients of the other for any reason without written consent of the other and will take all the necessary precautions to insure that the parties' clients will not communicate directly without written consent.\nAll notices of discharge, termination or discontinuance of service, by the other party, must be submitted in written form and sent by certified mail or verified e-mail to the address of record of the notified party.\nIN WITNESS WHEREOF, the parties have executed this agreement, which is effective as of the date of execution.\nAMERICAN SOIL TECHNOLOGIES INC. AGRIBLEND DIVISION\nOfficer: /s/ S. F. Lee\nDate: 7/25/01\nThe undersigned has received a copy of this Agreement this 25th day of July, 2001 and agrees to the terms set forth herein.\nCompany Name: BioPlusNutrients\nOFFICER: /s/ JOHN H. KUNZ\nDate: 7/25/01\n", "spans": [ [ 0, 43 ], [ 44, 352 ], [ 352, 524 ], [ 524, 770 ], [ 770, 900 ], [ 900, 991 ], [ 991, 1267 ], [ 1268, 1513 ], [ 1514, 1729 ], [ 1730, 1839 ], [ 1840, 1872 ], [ 1872, 1890 ], [ 1891, 1913 ], [ 1914, 1927 ], [ 1928, 2051 ], [ 2052, 2082 ], [ 2083, 2108 ], [ 2109, 2122 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 7 ] }, "nda-7": { "choice": "Contradiction", "spans": [ 3 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001031896/000095014701501725/0000950147-01-501725.txt" }, { "id": 450, "file_name": "1039399_0000891618-02-001883_f80848orex10-19.txt", "text": "NON-DISCLOSURE AGREEMENT\nFFI Contact Name: ____________________ FFI Contact Phone:___________________\nFORMFACTOR, INC.\nNON-DISCLOSURE AGREEMENT\n(COMPANY)\nThis Non-Disclosure Agreement (\"Agreement\") dated as of ________________________ (\"Effective Date\"), is by and between FormFactor, Inc. (\"FormFactor\"), a Delaware corporation, having an office at 5666 La Ribera Street, Livermore, CA 94550, and\nName: , ____________________________________________________________ having an office at\nStreet Address:____________________________________________________,\nCity, State, Zip Code:____________________________________________, on its own behalf and on behalf of its parents, subsidiaries and affiliated companies (collectively \"Recipient\").\nFormFactor desires to disclose, and Recipient desires to receive for its own internal evaluation, information relating to certain of FormFactor's technologies and business strategies, which information is deemed to be confidential, secret and/or proprietary to FormFactor, for the sole purpose of assisting in the determination of their mutual interest in a business relationship (\"Purpose\"). Accordingly, FormFactor and Recipient agree as follows:\n1. CONFIDENTIAL INFORMATION.\n1.1 \"Confidential Information\" shall mean:\n(a) All information disclosed by FormFactor to Recipient whether such information is disclosed in written, graphic, electronic, oral or sample form; and\n(b) All component specifications, component and contact structures, equipment designs, electronic configurations, manufacturing processes and methodologies, including any information which can be obtained by examination, testing, repair, reverse engineering and analysis of any hardware, or component part thereof comprising, relating to, or a part of a product manufactured or assembled with FormFactor's technology, notwithstanding the fact that the requirements for marking and designation referred to in Paragraph 2.1 have not been fulfilled.\n1.2 Confidential Information shall not include information that Recipient can demonstrate, through extant, contemporaneously prepared, written records:\n(a) Is or becomes part of the public domain through no fault or breach on the part of Recipient, any of its subsidiaries, affiliates or persons to whom Confidential Information is disclosed as permitted by this Agreement; or\n(b) Is known to Recipient or any of its subsidiaries or affiliates prior to the disclosure by FormFactor; or\n(c) Is subsequently rightfully obtained by Recipient or any of its subsidiaries or affiliates from a third party who has the legal right to disclose or transfer it to Recipient.\n2. DISCLOSURE AND PROTECTION OF CONFIDENTIAL INFORMATION.\n2.1 As to any information which FormFactor regards as \"Confidential Information\", disclosures by FormFactor following the Effective Date are subject to and in FormFactor's sole and absolute discretion and will be made as follows:\n(a) If such information is in writing, or in a drawing, or in some other tangible form, such information at the time of such disclosure will be clearly marked as \"Confidential Information\"; and\n(b) In the event that such information is orally disclosed, as may happen during exchanges between the parties, FormFactor shall state that the information disclosed is Confidential Information.\n2.2 As to any information whether or not specifically designated by FormFactor as \"Confidential Information\" (as hereinabove described), FormFactor reserves all of its rights and remedies as may now or in the future be accorded to FormFactor under the patent and copyright laws as may apply to the disclosure or use of such information by Recipient.\n2.3 Recipient shall use Confidential Information solely and exclusively for the purpose of this Agreement. Recipient shall not use Confidential Information for the benefit of any other party, or disclose, publish, disseminate or copy Confidential Information or any part thereof, to any other person, corporation or other organization without, in each case, obtaining the prior written consent of FormFactor. Recipient shall restrict any and all circulation of Confidential Information to a limited number of its employees on a \"need to know basis\" for the exclusive purpose of reviewing the Confidential Information for the Purpose of this Agreement. Recipient acknowledges that all information is provided \"AS IS\" and without any warranty, whether express or implied, as to its accuracy or completeness, non-infringement or use for particular purpose.\n2.4 Recipient shall not reverse engineer, decompile or disassemble any of the Confidential Information or any products or samples containing Confidential Information; provided, however, Recipient may examine FormFactor's products or samples for the sole purpose of internally evaluating them. Recipient may examine FormFactor's products or samples for the sole purpose of internally evaluating them. Recipient shall use its best efforts to safeguard against the unauthorized use or disclosure of Confidential Information, and take security precautions at least as great as the precautions it takes to protect its own confidential and proprietary information and materials.\n2.5 Notwithstanding anything to the contrary herein provided, Recipient shall not:\n(a) Deliver or leave any samples; parts or products containing Confidential Information to or with third party;\n(b) Disclose to any third party the manufacturing or assembly process used by FormFactor, or the structure of FormFactor's electronic interconnect technology products; and/or\n(c) Disclose to any third party any evaluation and testing date or results, unless FormFactor gives prior written approval of such disclosure.\n2.6 Neither execution of this Agreement nor the furnishing of any Confidential Information to Recipient shall be construed as granting to Recipient, either expressly or by implication, estoppel, or otherwise, any license or right to (a) make use of any such Confidential Information, or (b) any patents or other intellectual property of FormFactor, other than for the purpose. Recipient agrees that neither it nor any of its subsidiaries, affiliates or representatives will use Confidential Information for outer than the purpose without the specific and written express consent of FormFactor prior to such use. Furthermore, Recipient agrees that Confidential Information is the sole property of FormFactor and that Recipient has no proprietary interest in such information whatsoever.\n2.7 Within ten (10) business days of receipt of FormFactor's written request, Recipient will return to FormFactor all information and materials, including but not limited to documents, drawings, programs, lists, models, records, compilations, notes, extracts, summaries, and any samples or parts containing Confidential Information, and all copies thereof containing Confidential Information, regardless of whether prepared by FormFactor or Recipient or any of its subsidiaries, affiliates or representatives. Fur purposes of this Paragraph 2.7, the term \"documents\" includes all information fixed in any tangible medium or expression, in whatever furor or format whether known or hereafter created.\n2.8 Recipient hereby acknowledges and agrees that unauthorized use or disclosure of Confidential Information Would cause serious and irreparable harm and significant injury to FormFactor that may be difficult or impossible to ascertain. Accordingly, Recipient agrees that FormFactor will have, in addition to all outer remedies at law or in equity, the right to seek and obtain immediate injunctive relief for the actual or threatened unauthorized use or disclosure of Confidential Information. Recipient shall notify FormFactor immediately upon the discovery of any unauthorized disclosure or use of Confidential Information, or any other breach of this Agreement by Recipient. Recipient will cooperate with FormFactor in every reasonable way to help FormFactor regain possession of the Confidential Information and prevent further unauthorized use.\n3. EXPORT RESTRICTIONS. Recipient agrees that it will not in any form export, reexport, resell, ship or divert or cause to be exported, reexported, resold, stripped or diverted, directly or indirectly, any product or technical data to any country for which the United States Government or any agency thereof at the time of export or reexport requires an export license or other government approval without first obtaining such approval.\n4. TERMS. This Agreement shall be effective as of the Effective Date and may be terminated by FormFactor with respect to further disclosures upon thirty (30) days written notice. All obligations of confidentiality and restrictions on the use of Confidential Information created under and by this Agreement shall remain in force and effect for five (5) years from the date any Confidential Information is or was disclosed by FormFactor Recipient or, in the event that FormFactor and the Recipient enter into a business relationship following the date of this Agreement, five (5) years following the date such business relationship terminates, whichever is later. All other terms and conditions of this Agreement shall survive the termination of this Agreement.\n5. NO OBLIGATIONS. This Agreement and any action taken pursuant to the terms and conditions hereof shall not obligate either party to enter into any other business relationship. The terms and conditions of any such relationship shall be subject to separate negotiation and agreement of the parties.\n6. MISCELLANEOUS.\n6.1 This Agreement is the entire agreement between FormFactor and Recipient with respect to the subject matter contained herein and supersedes any prior or contemporaneously oral or written agreements concerning this subject matter. This Agreement may not be amended except by written agreement signed by authorized representatives of both parties. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.\n6.2 This Agreement may not be assigned or transferred by Recipient without FormFactor's prior written consent.\n6.3 This Agreement will be governed and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The parties hereby agree to submit themselves to the jurisdiction of the federal and state courts within Santa Clara County, California.\nIN WITNESS THEREOF, FormFactor and Recipient have executed this Agreement as of the Effective Date.\n\"FORMFACTOR\": \"RECIPIENT\":\nFormFactor, Inc. Name: ____________________________\n(Individual or Company, as applicable)\nBy: _______________________________\n(Signature) By: ____________________________\n(Signature)\nName: _______________________________\n(Printed Name) Name: ____________________________\n(Printed Name) Title: _______________________________\n(Authorized Officer) Title: ____________________________\n(Authorized Officer)\n", "spans": [ [ 0, 24 ], [ 25, 43 ], [ 43, 68 ], [ 68, 101 ], [ 102, 118 ], [ 119, 143 ], [ 144, 153 ], [ 154, 210 ], [ 210, 235 ], [ 235, 397 ], [ 398, 467 ], [ 467, 486 ], [ 487, 500 ], [ 500, 555 ], [ 556, 573 ], [ 573, 737 ], [ 738, 1131 ], [ 1131, 1186 ], [ 1187, 1215 ], [ 1216, 1258 ], [ 1259, 1411 ], [ 1412, 1958 ], [ 1959, 2110 ], [ 2111, 2335 ], [ 2336, 2444 ], [ 2445, 2622 ], [ 2623, 2680 ], [ 2681, 2685 ], [ 2685, 2910 ], [ 2911, 3104 ], [ 3105, 3299 ], [ 3300, 3304 ], [ 3304, 3649 ], [ 3650, 3757 ], [ 3757, 4059 ], [ 4059, 4302 ], [ 4302, 4503 ], [ 4504, 4797 ], [ 4797, 4904 ], [ 4904, 5176 ], [ 5177, 5259 ], [ 5260, 5371 ], [ 5372, 5546 ], [ 5547, 5689 ], [ 5690, 5923 ], [ 5923, 5977 ], [ 5977, 6067 ], [ 6067, 6302 ], [ 6302, 6475 ], [ 6476, 6480 ], [ 6480, 6986 ], [ 6986, 7175 ], [ 7176, 7413 ], [ 7413, 7671 ], [ 7671, 7855 ], [ 7855, 8026 ], [ 8027, 8051 ], [ 8051, 8463 ], [ 8464, 8474 ], [ 8474, 8643 ], [ 8643, 9126 ], [ 9126, 9223 ], [ 9224, 9243 ], [ 9243, 9402 ], [ 9402, 9522 ], [ 9523, 9540 ], [ 9541, 9545 ], [ 9545, 9774 ], [ 9774, 9890 ], [ 9890, 10033 ], [ 10033, 10223 ], [ 10224, 10228 ], [ 10228, 10334 ], [ 10335, 10339 ], [ 10339, 10492 ], [ 10492, 10628 ], [ 10629, 10728 ], [ 10729, 10755 ], [ 10756, 10773 ], [ 10773, 10779 ], [ 10779, 10807 ], [ 10808, 10846 ], [ 10847, 10851 ], [ 10851, 10882 ], [ 10883, 10895 ], [ 10895, 10899 ], [ 10899, 10927 ], [ 10928, 10939 ], [ 10940, 10946 ], [ 10946, 10977 ], [ 10978, 10999 ], [ 10999, 11027 ], [ 11028, 11050 ], [ 11050, 11081 ], [ 11082, 11103 ], [ 11103, 11110 ], [ 11110, 11138 ], [ 11139, 11159 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 37 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 44, 45, 46, 48 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Entailment", "spans": [ 19, 21 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 19, 21 ] }, "nda-19": { "choice": "Entailment", "spans": [ 60, 61 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 50 ] }, "nda-3": { "choice": "Entailment", "spans": [ 19, 20, 28, 30 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 40, 41, 42, 43 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 34 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 22, 25 ] }, "nda-5": { "choice": "Entailment", "spans": [ 35 ] }, "nda-4": { "choice": "Entailment", "spans": [ 33, 47 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001039399/000089161802001883/0000891618-02-001883.txt" }, { "id": 453, "file_name": "1043431_0000950133-00-000090_document_15.txt", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Agreement is entered into on October 14, 1999 between Best Software, Inc., with its principal place of business at 11413 Issac Newton Square, Reston, VA 20190 and Sage Software, Inc., with its principal place of business at 56 Technology Drive, Irvine, CA 92618.\nWHEREAS, the Parties are contemplating business and technical discussions concerning a possible business combination.\nWHEREAS, the Parties may need or want to disclose certain Information to each other on a confidential basis to further their discussions concerning such business and technical developments;\nNOW, THEREFORE, in consideration of the disclosure of Information (as defined herein) by either Party, the Parties agree as follows;\n1. Definitions:\n\"Information\" is defined as communications or data including, but not limited to, business information, marketing plans, technical or financial information, customer lists or proposals, sketches, models, samples, computer programs and documentation, drawings, specifications, whether conveyed in oral, written, graphic, or electromagnetic form or otherwise.\n\"Party\" is defined as either entity executing this Agreement and any subsidiary, division, affiliate, or parent company of such entity.\n2. All Information related to the parties' business or technical discussions described in the Preamble to this Agreement that is disclosed by one Party (\"Disclosing Party\") to the other (\"Receiving Party\") shall be protected by the Receiving Party.\n3. Information of the Disclosing Party shall remain the property of the Disclosing Party. The Receiving Party agrees to protect the Information of the Disclosing Party against unauthorized disclosure and warrants that it applies reasonable safeguards against the unauthorized disclosure Information.\n4. The Receiving Party agrees that: (i) the Information shall be used solely for the purpose described in the preamble to this Agreement; (ii) it will not use any Information disclosed hereunder for any other purpose; and (iii) it will not distribute, disclosure or disseminate Information to anyone except its employees and agents with a need to know and who, in each case, have been informed of the confidential nature of the Information and have agreed to be bound by the terms of this Agreement.\n5. The Information shall be treated as confidential and safeguarded hereunder by the Receiving Party for a period of two (2) years.\n6. This Agreement shall not apply to Information that:\n(a) is in or enters the public domain, through no fault of the Receiving Party; or\n(b) is or has been disclosed by the Disclosing Party to the Receiving Party or to a third party without restriction; or\n(c) is already in the possession of the Receiving Party, without restriction and prior to disclosure of the information hereunder; or\n(d) is or has been lawfully disclosed by a third party to the Receiving Party without an obligation of confidentiality.\nNotwithstanding the above, nothing hereunder shall prevent the Receiving Party from disclosing Information which it is required to disclose by court order or pursuant to the rules and regulations of a governmental agency or body, in either case having jurisdiction over the Receiving Party, to the extent so required by such court order or the published rules and regulations of such governmental authority; provided, however, that prior to any such disclosure the Receiving Party shall (i) notify the Disclosing Party promptly in writing of any order or request to disclose and of the facts and circumstances surrounding such order or request so that the Disclosure Party may seek an appropriate protective order and (ii) cooperate with the Disclosing Party in any proceeding to obtain an appropriate protective order.\n7. In the event that the above-mentioned business combination is not completed, each Party agrees not to solicit, entice or offer employment to any employees of the other Party before one (1) year from the date of this Letter; provided, however, that the foregoing shall not prohibit either Party from employing any individual who has received notice of termination from, or ceased to be employed by, the other Party prior to the first time such individuals discussed, directly or with any representatives, employment by the hiring Party.\n8. Each Party acknowledges that in its examination of the Information it will be exposed to material nonpublic information concerning the business and financial condition of the Disclosing Party and consequently the Receiving Party agrees that prior to the date two (2) years from the date hereof, without the prior written approval of the Board of Directors of the Disclosing Party, the Receiving Party will not (and will insure that its affiliates (and any person acting on behalf of or in concern with the Receiving Party or any affiliate) will not) purchase or otherwise acquire (or enter into any agreement or make any proposal to purchase or otherwise acquire) any securities of the Disclosing Party, any warrant or option to purchase such securities, any security convertible into any such securities or any other right to acquire such securities.\n9. Except as expressly provided herein no license or right is granted by the Disclosing Party to the Receiving Party under any patent, patent application, trademark, copyright, software or trade secret.\n10. At the Disclosing Party's request, all Information of the Disclosing Party in tangible form, or any copies thereof, that is in the possession of the Receiving Party shall be returned to the Disclosing Party or destroyed.\n11. Each Party agrees that it will not disclose the subject matter or terms of this Agreement or the discussion between the Parties without the written consent of the other Party.\n12. This Agreement shall terminate two (2) years from the date first written above. Any amendment of this Agreement must be in writing and signed by authorized officials of each Party. No failure or delay in exercising any right under this Agreement shall operate as a waiver thereof.\n13. This Agreement shall be governed by the laws of the Commonwealth of Virginia.\nBest Software, Inc. Sage Software, Inc.\nBy: /s/ David N. Bosserman By: /s/ James R. Eckstaedt\nName: David N. Bosserman Name: James R. Eckstaedt\nTitle: Chief Financial Officer Title: Vice President Finance and Chief Financial Officer\n", "spans": [ [ 0, 31 ], [ 32, 299 ], [ 300, 417 ], [ 418, 607 ], [ 608, 740 ], [ 741, 756 ], [ 757, 1114 ], [ 1115, 1250 ], [ 1251, 1499 ], [ 1500, 1590 ], [ 1590, 1799 ], [ 1800, 1836 ], [ 1836, 1938 ], [ 1938, 2022 ], [ 2022, 2299 ], [ 2300, 2431 ], [ 2432, 2486 ], [ 2487, 2569 ], [ 2570, 2689 ], [ 2690, 2823 ], [ 2824, 2943 ], [ 2944, 3431 ], [ 3431, 3662 ], [ 3662, 3763 ], [ 3764, 4302 ], [ 4303, 5157 ], [ 5158, 5360 ], [ 5361, 5585 ], [ 5586, 5765 ], [ 5766, 5850 ], [ 5850, 5951 ], [ 5951, 6050 ], [ 6051, 6132 ], [ 6133, 6172 ], [ 6173, 6226 ], [ 6227, 6252 ], [ 6252, 6276 ], [ 6277, 6365 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 9, 26 ] }, "nda-10": { "choice": "Entailment", "spans": [ 28 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 27 ] }, "nda-3": { "choice": "Entailment", "spans": [ 6 ] }, "nda-18": { "choice": "Entailment", "spans": [ 24 ] }, "nda-7": { "choice": "Entailment", "spans": [ 11, 14 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 21, 22 ] }, "nda-13": { "choice": "Entailment", "spans": [ 16, 20 ] }, "nda-5": { "choice": "Entailment", "spans": [ 11, 14 ] }, "nda-4": { "choice": "Entailment", "spans": [ 11, 12, 13 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001043431/000095013300000090/0000950133-00-000090.txt" }, { "id": 454, "file_name": "1044777_0000950124-98-000388_document_7.txt", "text": "CONFIDENTIAL INFORMATION DISCLOSURE AGREEMENT\nIt is understood and agreed that the following shall govern the oral and/or written disclosure of CONFIDENTIAL INFORMATION by VASCO DATA SECURITY, INC. (\"VASCO\") to HUCOM, INC. (\"HUCOM\") concerning the VASCO SmartCard Reader, AccessKey, Digipass and software products.\nThe CONFIDENTIAL INFORMATION is disclosed in confidence so that HUCOM may evaluate and use CONFIDENTIAL INFORMATION for the purpose of assisting VASCO in the commercial exploitation thereof. In consideration of the disclosure, HUCOM agrees to treat, and will treat, the CONFIDENTIAL INFORMATION disclosed to it as confidential until such time as the CONFIDENTIAL INFORMATION becomes publicly available through no act or failure to act on the part of HUCOM as evidenced by written documentation.\nHUCOM further agrees not to make any use of the CONFIDENTIAL INFORMATION other than for the above-mentioned purpose(s) and will not disclose CONFIDENTIAL INFORMATION to any other person without the prior written consent of VASCO, except that if HUCOM is a corporation, CONFIDENTIAL INFORMATION may be disclosed to a person within the company on a need-to-know basis. If no satisfactory arrangement is concluded between the parties, or if otherwise requested by VASCO, HUCOM agrees to return to VASCO any written disclosure of CONFIDENTIAL INFORMATION provided by VASCO plus any copies, notes, summaries or other materials derived from the CONFIDENTIAL INFORMATION.\nWith respect to the subject matter set forth above, this Agreement constitutes the entire agreement between the parties and supersedes any previous oral or written representations, understandings or agreements as to the above subject matter.\nVASCO DATA SECURITY, INC. HUCOM, INC.\nT. Kendall Hunt Hideaki Sato\nNAME NAME\nChief Executive Officer CEO & President\nTITLE TITLE\n/s/ T. Kendall Hunt /s/ Hideaki Sato\nSIGNATURE SIGNATURE\n6/3/97 6/3/97\nDATE DATE\n", "spans": [ [ 0, 45 ], [ 46, 198 ], [ 198, 223 ], [ 223, 314 ], [ 315, 506 ], [ 506, 809 ], [ 810, 1177 ], [ 1177, 1474 ], [ 1475, 1716 ], [ 1717, 1743 ], [ 1743, 1754 ], [ 1755, 1783 ], [ 1784, 1793 ], [ 1794, 1833 ], [ 1834, 1845 ], [ 1846, 1882 ], [ 1883, 1902 ], [ 1903, 1916 ], [ 1917, 1926 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 7 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 5 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-3": { "choice": "Entailment", "spans": [ 1, 2, 3 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 6 ] }, "nda-4": { "choice": "Entailment", "spans": [ 4, 6 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001044777/000095012498000388/0000950124-98-000388.txt" }, { "id": 457, "file_name": "1052946_0000950134-98-001627_document_4.txt", "text": "NON-DISCLOSURE/CONFIDENTIALITY AGREEMENT\nThis agreement is effective as of March 10, 1997 by and between Delta Steel, Inc., a Texas corporation, hereafter referred to as \"Delta\" or \"party\", and FWT, Inc., a Texas corporation, hereafter referred to as \"FWT\" or \"party\".\nWITNESSETH:\n1.0 Both parties understand the nature and character of this Agreement, and intend for this to be a fully binding agreement. The parties may use all legal means at their disposal to enforce this Agreement. Reference to Delta and FWT includes any subsidiary, affiliated or parent companies, and the directors, officers, employees, agents, representatives and contractors of the respective companies.\n1.1 \"Period of Affiliation\", as used below, refers to the period of the business relationship between the parties under the Cooperative Production Agreement dated March 10, 1997.\n1.2 Consideration for compliance with this Agreement is the opportunity to work under the aforementioned Cooperative Production Agreement and any remuneration in any form agreed to by the parties. This Agreement is intended to extend beyond the Period of Affiliation.\n2.0 Both parties agree that its representatives and employees will not at any time, either during or subsequent to the Period of Affiliation, either directly or indirectly, disclose to others or use any secret, confidential or proprietary information and know-how of the other party (whether or not developed by the other party) without that party's written consent. The term \"secret, confidential or proprietary information and know-how\" shall include, but shall not be limited to, company plans, customers, costs, programs, prices, computer programs and methods used, developed, investigated, made or sold, at any time, either before or during the parties' Period of Affiliation.\n2.1 Salary and compensation information is considered confidential and proprietary information, and is fully subject to the disclosure restrictions of this Agreement.\n3.0 The rights and obligations of the parties hereto shall be construed under the laws of the State of Texas and shall be binding upon the heirs, legal representatives and assigns with respect to the subject matter thereof. No changes to this Agreement shall be effective unless made in writing and executed by both parties.\nDELTA STEEL, INC. FWT, Inc.\nP.O. Box 2289 P.O. Box 8597\nHouston, TX 77252 Fort Worth, TX 76124\nBY: /s/ R. A. EMBRY BY: /s/ T. W. MOORE\nTITLE: PRESIDENT TITLE: PRESIDENT\nDATE: 3/10/97 DATE: 3/31/97\n", "spans": [ [ 0, 40 ], [ 41, 268 ], [ 269, 280 ], [ 281, 406 ], [ 406, 487 ], [ 487, 679 ], [ 680, 858 ], [ 859, 1056 ], [ 1056, 1126 ], [ 1127, 1494 ], [ 1494, 1808 ], [ 1809, 1975 ], [ 1976, 1980 ], [ 1980, 2200 ], [ 2200, 2300 ], [ 2301, 2319 ], [ 2319, 2328 ], [ 2329, 2356 ], [ 2357, 2395 ], [ 2396, 2435 ], [ 2436, 2469 ], [ 2470, 2497 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 10, 11 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 9 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001052946/000095013498001627/0000950134-98-001627.txt" }, { "id": 458, "file_name": "1053949_0001005150-98-000126_document_8.txt", "text": "NON-DISCLOSURE AGREEMENT\nI. Non-Disclosure\nIn connection with services now or in the future performed by the undersigned for Goldman, Sachs & Co. or for any subsidiary or affiliate of Goldman, Sachs & Co. (collectively called \"Goldman Sachs\"), the undersigned may have access to non-public information or materials describing or relating to Goldman Sachs or its clients, or third parties to whom Goldman Sachs has a duty of confidentiality, including materials describing or relating to the business affairs, policies or procedures of Goldman Sachs or its clients or such third parties; formulas; strategies; methods; processes; computer materials including source or object codes, data files, computer listings, computer programs, and other computer materials (regardless of the medium in which they are stored); or other information (\"Confidential Information\"). With respect to such Confidential Information, the undersigned acknowledges and agrees as follows:\n1. The undersigned will hold Confidential Information in strict confidence and will not, nor will it permit any agent, servant or employee to, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose Confidential Information to any person, firm or corporation including any partner or employee of Goldman Sachs who does not have a need to know the Confidential Information.\n2. Upon the termination of the services to be performed by the undersigned (or earlier if requested by Goldman Sachs), the undersigned shall return to Goldman Sachs all copies of documents, papers or other material relating to Goldman Sachs or obtained or developed in the course of performing services for Goldman Sachs, or containing or derived from Confidential Information which are in the undersigned's possession, together, if requested by Goldman Sachs, with a certificate signed by the undersigned, in form and substance satisfactory to Goldman Sachs, to the effect that all such Confidential Information has been returned.\nII. Non-Promotion\nThe undersigned agrees that the undersigned will not, without the prior written consent of Goldman Sachs in each instance: (a) use in advertising, publicity or otherwise the name of Goldman Sachs or any trade name, trademark, trade device, servicemark, symbol or any abbreviation, contraction or simulation thereof owned by Goldman Sachs; or (b) represent, directly or indirectly, that any product or any service provided by the undersigned has been approved or endorsed by Goldman Sachs.\nIII. Non-Employment\nThe undersigned affirms that the undersigned is not an employee of Goldman Sachs for any purpose and that the undersigned is not entitled to exercise any rights, or seek any benefit, accruing to the regular employees of Goldman Sachs by virtue of the services rendered by the undersigned to Goldman Sachs or otherwise. The undersigned agrees to provide any assistance necessary to Goldman Sachs in investigating any illegal or fraudulent activities, security breaches or similar situations.\nIV. Background Check and Testing\nThe undersigned agrees that in connection with performing the services contemplated by this Agreement, he or she may be subject to a background check, including employers, education, credit, criminal public record, drug screen or other checking or testing, and the undersigned consents to the foregoing. The undersigned hereby releases Goldman Sachs, its employees and agents from any and all liability or claims arising from such checking and testing and the use and reporting of the results thereof except for those arising due to the negligence of Goldman Sachs.\nThe obligations created by this Agreement shall survive the termination of the services of the undersigned. The undersigned acknowledges that any violation, breach or other failure on the undersigned's part to strictly comply with this Agreement could materially adversely affect Goldman Sachs and its business, thus giving rise to suit for monetary damages and/or injunctive relief for such violation, breach or other failure.\n/s/ Michael R. Cunningham\n(Signature)\nMichael R. Cunningham\n(Print Name)\n(Date)\n29\n", "spans": [ [ 0, 24 ], [ 25, 42 ], [ 43, 865 ], [ 865, 963 ], [ 964, 1379 ], [ 1380, 2011 ], [ 2012, 2029 ], [ 2030, 2153 ], [ 2153, 2372 ], [ 2372, 2518 ], [ 2519, 2538 ], [ 2539, 2858 ], [ 2858, 3029 ], [ 3030, 3062 ], [ 3063, 3367 ], [ 3367, 3628 ], [ 3629, 3737 ], [ 3737, 4056 ], [ 4057, 4082 ], [ 4083, 4094 ], [ 4095, 4116 ], [ 4117, 4129 ], [ 4130, 4136 ], [ 4137, 4139 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 5 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 2 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 16 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 5 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 4 ] }, "nda-17": { "choice": "Entailment", "spans": [ 4 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 4 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001053949/000100515098000126/0001005150-98-000126.txt" }, { "id": 459, "file_name": "1061148_0001047469-98-018914_document_17.txt", "text": "NON-DISCLOSURE, ASSIGNMENT OF INVENTIONS AND NON-COMPETITION AGREEMENT\nEmployee Name: Kevin Bennis\nDate: February 2, 1998\nWHEREAS, certain investors have agreed to provide financing (the \"Financing\") to Pathnet, Inc. (the \"Company\") subject to the terms of that certain Investment and Stockholders' Agreement, dated October 31, 1997 (the \"Investment and Stockholders' Agreement\"), by and among the Company, David Schaeffer and the investors identified therein (the \"Investors\");\nWHEREAS, such Financing will significantly benefit the Company and indirectly benefit the above-named Employee, as a stockholder of the Company; and\nWHEREAS, this Non-Disclosure, Assignment of Inventions and Non-Competition Agreement (this \"Agreement\") is a condition to the Investment and Stockholders' Agreement.\nNOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:\n1. NON-DISCLOSURE OBLIGATION. I understand and agree that my employment creates a relationship of confidence and trust between me and the Company with respect to (a) all proprietary and confidential information of the Company, and (b) the confidential information of others with which the Company has a business relationship. The information referred to in clauses (a) and (b) of the preceding sentence is referred to in this Agreement, collectively, as \"Confidential Information.\" I will not at any time, whether during or after the termination of employment, for any reason whatsoever (other than to promote and advance the business of the Company), reveal to any person or entity (both commercial and non-commercial) or use for any purpose other than the furtherance of the Company's business interests any of the trade secrets or Confidential Information, including, but not limited to, the Company's research and development activities, marketing plans and strategies, pricing and costing policies, customer and supplier lists, and business or financial information of the Company so far as they have come or may come to my knowledge, except as may be required in the ordinary course of performing my duties as an employee of the Company. This restriction shall not apply to: (i) information that may be disclosed generally or is in the public domain through no fault of mine; (ii) information received from a third party outside the Company that was disclosed without a breach of any confidentiality obligation; or (iii) information that may be required by law or an order of any court, agency or proceeding to be disclosed, provided that such disclosure is subject to all applicable governmental or judicial protection available for like material, and I agree to provide the Company with prior notice of any such disclosure. I shall keep secret all matters of such nature entrusted to me and shall not use or disclose any such information in any manner.\n2. ASSIGNMENT OF INVENTIONS. I expressly understand and agree that any and all right or interest I have or obtain in any designs, trade secrets, technical specifications, technical data, know-how and show-how, internal reports and memoranda, marketing plans, inventions, concepts, ideas, expressions, discoveries, improvements, copyrights, and patent or patent rights conceived, devised, developed, reduced to practice, or which I otherwise have or obtain during the term of this Agreement which relates to the business of the Company or arise out of my employment with the Company are expressly regarded as \"works for hire\" (the \"Inventions\").\nI hereby assign to the Company the sole and exclusive right to such Inventions. I agree that I will promptly disclose to the Company any and all such Inventions, and that, upon request of the Company, I will execute and deliver any and all documents or instruments and take any other action which the Company shall deem necessary to assign to and vest completely in the Company, to perfect trademark, copyright and patent protection with respect to, or to otherwise protect the Company's trade secrets and proprietary interest in such Inventions. The obligations of this Section shall continue beyond the termination of my employment with respect to such Inventions conceived of or made by me during the term of this Agreement. The Company agrees to pay any and all copyright, trademark and patent fees and expenses or other costs incurred by me for any assistance rendered to the Company pursuant to this Section.\nMy obligation to assign Inventions shall not apply to any invention about which I can prove that: (i) it was developed entirely on my own time and effort; (ii) no equipment, supplies, facilities, trade secrets or confidential information of the Company was used in its development; (iii) it does not relate to the business of the Company or to the Company's actual or anticipated research and development, and (iv) it does not result from any work performed by me for the Company.\n3. DOCUMENTS, RECORDS, ETC. All documents, records, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to me by the Company or are produced by me in connection with my employment will be and remain the sole property of the Company. I will return to the Company all such materials and property as and when requested by the Company. In any event, I will return all such materials and property immediately upon termination of my employment for any reason. I will not take with me any such material or property or any copies thereof upon such termination.\n4. NON-COMPETITION COVENANT. While I am employed by the Company and for a period of two (2) years after the termination or cessation of such employment for any reason, I shall not, without the Company's prior written consent, directly or indirectly, alone or as a partner, joint venturer, officer, director, employee, consultant, agent, independent contractor or stockholder of any company or business, engage in any business activity which is or may reasonably be construed to be competitive with the \"PathNet Business.\" For purposes of this Agreement, the \"PathNet Business\" shall mean the business of installing, constructing, aggregating and linking digital capacity and marketing and selling the bulk telecommunications capacity and services created by such systems. My ownership of not more than one(1%) percent of the shares of any class of stock of any corporation which is actively traded on a national securities exchange or on NASDAQ shall not be deemed, in and of itself, to violate the prohibitions of this paragraph. I understand that the restrictions set forth in this Section are intended to protect the Company's valid business interests and agree that such restrictions are reasonable and appropriate for this purpose.\n5. NON-SOLICITATION. During my employment with the Company and for a period two (2) years thereafter, I will not encourage any employee of the Company to terminate their employment with the Company, nor solicit nor hire any employee of the Company for employment by any corporation or any other commercial enterprise other than the Company, unless first approached in writing by the Company employee. I understand that the restrictions set forth in this Section are intended to protect the Company's valid business interests and agree that such restrictions are reasonable and appropriate for this purpose.\n6. RESTRICTIONS ON CORPORATE OPPORTUNITIES. During my employment with the Company and for a period of two (2) years thereafter, I will not pursue, engage in or have an interest in other business ventures or opportunities which are or may reasonably be construed to be competitive with the \"PathNet Business.\" In addition, I will be obligated to present any telecommunications business or investment opportunity arising out of the Company's operations to the Company, and the Company shall have the exclusive right to pursue such business or investment opportunity.\n7. ABSENCE OF CONFLICTING AGREEMENTS. I understand the Company does not desire to acquire from me any trade secrets, know-how or confidential business information that I may have acquired from others. I represent that I am not bound by any agreement or any other existing or previous business relationship which conflicts with or prevents the full performance of my duties and obligations to the Company under this Agreement or otherwise during the course of my employment.\n8. NO EMPLOYMENT OBLIGATION. Other than the provisions of Section 9 hereof, I understand that this Agreement does not create an obligation on the part of the Company to continue my employment with the Company. I am employed as an employee \"at will\".\n9. SEVERANCE. If I am terminated for any reason, in consideration for the Non-competition covenant and the other covenants and agreements set forth in the Agreement, I will receive a salary of $275,000 per annum for one year after such termination payable in bi-weekly installments in accordance with the Company's payroll procedures.\n10. REMEDIES UPON BREACH. I agree that it would be difficult to measure any damages caused to the Company which might result from any breach by me of the promises set forth in this Agreement, and that, in any event, money damages would be an inadequate remedy for any such breach. Accordingly, I agree that if I breach or propose to breach any portion of this Agreement, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company.\n11. BINDING EFFECT. This Agreement will be binding upon me and my heirs, executors, administrators and legal representatives and will inure to the benefit of the Company, any subsidiary of the Company, and its and their respective successors and assigns. My obligations under this Agreement shall survive the termination of my relationship with the Company regardless of the manner of such termination.\n12. ENFORCEABILITY. If any portion or provision of this Agreement is to any extent declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable will not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. In the event that any provision of this Agreement is determined by any court of competent jurisdiction to be unenforceable by reason of excessive scope as to geographic, temporal or functional coverage, such provision will be deemed to extend only over the maximum geographic, temporal and functional scope as to which it may be enforceable.\n13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Company and myself with respect to the subject matter hereof, and supersedes all prior representations and agreements with respect to such subject matter. This Agreement may not be amended, modified or waived except by a written instrument duly executed by the person against whom enforcement of such amendment, modification or waiver is sought. The failure of any party to require the performance of any term or obligation of this Agreement or the waiver by any party of any breach of this Agreement in any particular case will not prevent any subsequent enforcement of such term or obligation or to be deemed a waiver of any separate or subsequent breach.\n14. THIRD-PARTY BENEFICIARIES. This Agreement is being entered into at the request of the Investors and such Investors are intended to be third-party beneficiaries hereunder with full power to enforce the terms hereof.\n15. NOTICES. Any notices, requests, demands and other communications provided for by this Agreement will be sufficient if in writing and delivered in person, or sent by registered or certified mail, postage prepaid, to me at the last address which I have filed in writing with the Company or, in the case of any notice to the Company, at its main offices to the attention of its Chief Executive Officer.\n16. GOVERNING LAW. This Agreement shall be construed under and be governed in all respects by the laws of the District of Columbia.\nI UNDERSTAND THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS. I HAVE READ IT CAREFULLY AND AM SATISFIED THAT I UNDERSTAND IT COMPLETELY.\n/s/ Kevin Bennis\nKevin Bennis\nAccepted and Agreed to by PATHNET, INC.\nBy: /s/ Richard A. Jalkut\nName:\nTitle:\n", "spans": [ [ 0, 70 ], [ 71, 98 ], [ 99, 121 ], [ 122, 478 ], [ 479, 627 ], [ 628, 793 ], [ 794, 942 ], [ 943, 973 ], [ 973, 1105 ], [ 1105, 1174 ], [ 1174, 1269 ], [ 1269, 1308 ], [ 1308, 1316 ], [ 1316, 1425 ], [ 1425, 2187 ], [ 2187, 2224 ], [ 2224, 2325 ], [ 2325, 2464 ], [ 2464, 2775 ], [ 2775, 2903 ], [ 2904, 2933 ], [ 2933, 3548 ], [ 3549, 3629 ], [ 3629, 4096 ], [ 4096, 4277 ], [ 4277, 4463 ], [ 4464, 4562 ], [ 4562, 4619 ], [ 4619, 4746 ], [ 4746, 4874 ], [ 4874, 4944 ], [ 4945, 4973 ], [ 4973, 5251 ], [ 5251, 5350 ], [ 5350, 5472 ], [ 5472, 5570 ], [ 5571, 5600 ], [ 5600, 6093 ], [ 6093, 6343 ], [ 6343, 6602 ], [ 6602, 6807 ], [ 6808, 6829 ], [ 6829, 7209 ], [ 7209, 7414 ], [ 7415, 7459 ], [ 7459, 7724 ], [ 7724, 7979 ], [ 7980, 8018 ], [ 8018, 8181 ], [ 8181, 8453 ], [ 8454, 8483 ], [ 8483, 8664 ], [ 8664, 8703 ], [ 8704, 8718 ], [ 8718, 9038 ], [ 9039, 9065 ], [ 9065, 9320 ], [ 9320, 9636 ], [ 9637, 9657 ], [ 9657, 9892 ], [ 9892, 10039 ], [ 10040, 10060 ], [ 10060, 10520 ], [ 10520, 10861 ], [ 10862, 10884 ], [ 10884, 11099 ], [ 11099, 11290 ], [ 11290, 11601 ], [ 11602, 11633 ], [ 11633, 11820 ], [ 11821, 11834 ], [ 11834, 12224 ], [ 12225, 12244 ], [ 12244, 12356 ], [ 12357, 12416 ], [ 12416, 12490 ], [ 12491, 12507 ], [ 12508, 12520 ], [ 12521, 12560 ], [ 12561, 12586 ], [ 12587, 12592 ], [ 12593, 12599 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 0, 23, 34, 35 ] }, "nda-15": { "choice": "Entailment", "spans": [ 32 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 14, 21 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 24, 60 ] }, "nda-12": { "choice": "Entailment", "spans": [ 26, 27 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 33, 34, 35 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 42 ] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 15, 18 ] }, "nda-13": { "choice": "Entailment", "spans": [ 15, 17 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 14 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001061148/000104746998018914/0001047469-98-018914.txt" }, { "id": 460, "file_name": "1062579_0000950123-99-005018_document_3.txt", "text": "EXHIBIT C\nNDA FOR AUDITORS\nNON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nTHIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\n(\"Agreement\") is made as of the __________ day of __________, __________\nBETWEEN:\nAMDOCS INC., a corporation organized and existing under the laws of the State of Missouri, having its principal offices at 1610 Des Peres Rd, MO (hereinafter referred to as \"AMDOCS\");\nAND\n__________ a __________ [corporation, partnership, etc.] organized and existing under the laws of __________, having its principal offices at __________ (hereinafter referred to as the \"Receiving Party\").\nWHEREAS AMDOCS (or any of its affiliated companies) is the owner and/or author of and/or has the right to license certain valuable proprietary routines, computer programs, documentation, trade secrets, systems, methodology, know-how, marketing and other commercial knowledge, techniques, specifications, plans and other proprietary information, whether in oral, written, graphic, electronic, or any other form or medium whatsoever, including any related ideas and look-and-feel, which are referred to in this Agreement as \"the AMDOCS Proprietary Information\"; and\nWHEREAS SBC OPERATIONS, INC. (\"SBC\") would like the Receiving Party to provide it with certain services the \"Services\"); and\nWHEREAS in order to perform the Services, the Receiving Party must have access to the AMDOCS Proprietary Information, and AMDOCS agrees to provide the Receiving Party with such access to the AMDOCS Proprietary Information, subject to the Receiving Party first obligating itself to confidentiality by signing this Agreement.\nNOW THEREFORE, the parties agree as follows:\n1. In this Agreement, \"AMDOCS Confidential Information\" means the software and any other AMDOCS Proprietary Information received by the Receiving Party from SBC or Amdocs where the AMDOCS Proprietary Information is clearly so marked or where the Receiving Party has otherwise been made aware that the AMDOCS Proprietary Information is confidential. For greater certainty, if AMDOCS notifies the Receiving Party that certain AMDOCS Proprietary Information already disclosed is confidential, that AMDOCS Proprietary Information shall become AMDOCS Confidential Information under this Agreement.\n2. The Receiving Party agrees to hold in confidence the AMDOCS Confidential Information, including derivatives thereof in any form (e.g., reports or analyses relating to such information, whether or not provided by AMDOCS), and to refrain from copying, distributing, disseminating or otherwise disclosing the AMDOCS Confidential Information to anyone, other than to employees of the Receiving Party who have a need to know such information for purposes of performing the Services.\n3. Furthermore, the Receiving Party hereby undertakes:\n(a) not to use the AMDOCS Confidential Information for any purposes other than performance of the Services;\n(b) not to sell, grant, make available to, or otherwise allow the use of the AMDOCS Confidential Information by any third party, directly or indirectly; and\n(c) not to use, directly or indirectly, the AMDOCS Confidential Information in the development and/or sale of software systems, for itself or for a third party, and/or in the provision of any services to a third party, except for the Services to be provided by the Receiving Party to SBC.\n4. Upon the termination or expiration of this Agreement for any reason or upon the conclusion of the Services and/or at the request of AMDOCS, the Receiving Party shall:\n(a) return to AMDOCS any document or other material in tangible form in its possession being part of the AMDOCS Confidential Information; and\n(b) destroy any document or other material in tangible form that contains the AMDOCS Confidential Information together with confidential and/or proprietary information of a third party, and confirm such destruction in writing to AMDOCS.\n5. Disclosure of the AMDOCS Confidential Information to the Receiving Party may be made in writing or other tangible form, electronically, or by demonstration of any product\n6. Disclosure of the AMDOCS Confidential Information to the Receiving Party shall in no way serve to create, on the part of the Receiving Party, a license to use, or any proprietary right in, the AMDOCS Confidential Information or in any other proprietary product, trade mark, copyright or other right of AMDOCS.\n7. Any use by the Receiving Party of the AMDOCS Confidential Information permitted under this Agreement is conditioned upon the Receiving Party first taking the safeguards and measures required to secure the confidentiality of such Proprietary Information. Without limiting the generality of the foregoing, the Receiving Party shall draw to the attention of its employees who will have access to the AMDOCS Confidential Information, all the obligations concerning the AMDOCS Confidential Information contained in this Agreement, and shall require each and every such employee to sign a written acknowledgment with respect to such obligations substantially in the form of the Annex attached hereto and made a part hereof.\n8. The confidentiality obligations of the Receiving Party regarding the AMDOCS Confidential Information shall have not apply to such information which:\n(a) becomes public domain without fault on the part of the Receiving Party;\n(b) is lawfully obtained by the Receiving Party from any source other than AMDOCS, free of any obligation to keep it confidential;\n(c) is previously known to the Receiving Party without an obligation to keep it confidential, as can be substantiated by written records;\n(d) is expressly released in writing from such obligations by AMDOCS; or\n(e) is required to be disclosed pursuant to law, regulation, judicial or administrative order, or request by a governmental or other entity authorized by law to make such request; provided, however, that the Receiving Party first notifies AMDOCS to enable it to seek relief from such requirement, and renders reasonable assistance requested by AMDOCS (at AMDOCS' expense) in connection therewith.\n9. This Agreement shall be in full force and effect for a period of seven (7) years commencing on the date first stated above. However, the provisions of Section 2(c) above shall survive the termination and/or expiration of this Agreement for any reason.\n10. The Receiving Party acknowledges that a breach of this Agreement may cause AMDOCS extensive and irreparable harm and damage, and agrees that AMDOCS shall be entitled to injunctive relief to prevent use or disclosure of its Proprietary Information not authorized by this Agreement, in addition to any other remedy available to AMDOCS under applicable law.\n11. This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous oral or written representation with regard to the subject matter hereof. This Agreement may not be modified except by a written instrument signed by both parties.\n12. If, however, any provision of this Agreement is determined to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of the parties shall be construed and enforced accordingly. In addition, the parties hereby agree to co-operate with each other to replace the invalid or unenforceable provision(s) with a valid and enforceable provision(s) which will achieve the same result (to the maximum legal extent) as the provision(s) determined to be invalid or unenforceable.\n13. This Agreement shall be governed and construed under the laws of the State of New York, USA without giving effect to its provisions regarding conflicts of law.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first stated above.\nAMDOCS, INC. ____________________________________\nBy:______________________________ By:_________________________________\nName:____________________________ Name:____________________________\nTitle:___________________________ Title:___________________________\nDate:____________________________ Date:____________________________\n", "spans": [ [ 0, 9 ], [ 10, 26 ], [ 27, 71 ], [ 72, 121 ], [ 122, 184 ], [ 184, 194 ], [ 195, 203 ], [ 204, 387 ], [ 388, 391 ], [ 392, 596 ], [ 597, 1160 ], [ 1161, 1285 ], [ 1286, 1609 ], [ 1610, 1654 ], [ 1655, 2004 ], [ 2004, 2247 ], [ 2248, 2728 ], [ 2729, 2783 ], [ 2784, 2891 ], [ 2892, 3048 ], [ 3049, 3337 ], [ 3338, 3507 ], [ 3508, 3649 ], [ 3650, 3886 ], [ 3887, 4060 ], [ 4061, 4373 ], [ 4374, 4631 ], [ 4631, 5094 ], [ 5095, 5246 ], [ 5247, 5322 ], [ 5323, 5453 ], [ 5454, 5591 ], [ 5592, 5664 ], [ 5665, 6061 ], [ 6062, 6189 ], [ 6189, 6316 ], [ 6317, 6675 ], [ 6676, 6865 ], [ 6865, 6954 ], [ 6955, 7381 ], [ 7381, 7671 ], [ 7672, 7835 ], [ 7836, 7938 ], [ 7939, 7952 ], [ 7952, 7988 ], [ 7989, 8023 ], [ 8023, 8059 ], [ 8060, 8094 ], [ 8094, 8127 ], [ 8128, 8162 ], [ 8162, 8195 ], [ 8196, 8230 ], [ 8230, 8263 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 21, 22, 23 ] }, "nda-15": { "choice": "Entailment", "spans": [ 25 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 10, 14 ] }, "nda-1": { "choice": "Entailment", "spans": [ 14, 15 ] }, "nda-19": { "choice": "Entailment", "spans": [ 34, 35 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 10, 14 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 16, 17, 19 ] }, "nda-17": { "choice": "Entailment", "spans": [ 16 ] }, "nda-8": { "choice": "Entailment", "spans": [ 28, 33 ] }, "nda-13": { "choice": "Entailment", "spans": [ 28, 30 ] }, "nda-5": { "choice": "Entailment", "spans": [ 16 ] }, "nda-4": { "choice": "Entailment", "spans": [ 17, 18 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001062579/000095012399005018/0000950123-99-005018.txt" }, { "id": 461, "file_name": "1062760_0001015402-05-001930_doc17.txt", "text": "NON-CIRCUMVENTION/NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nThe agreement is made and entered into this 2nd day of August 2004, by and between:\nBill Woo and Gateway Venture Holdings, Inc., a Nevada corporation (\"Gateway\").\nWHEREAS, the purpose of this Agreement is to lay down the terms and conditions, and guidelines which will allow the respect and protection of each Party's respective proprietary interests.\nNOW THEREFORE, in considering of the various representations, mutual promises, covenants, and undertakings contemplated herein and for good valuable consideration, the value of which is acknowledged by the Parties by execution hereof, the Parties agree as follows:\n1. None of the parties shall divulge to any person, (other than those whose provenance it is to know it, or with proper authority) or use any trade secrets or confidential information or any financial or trade information relating to the other, which they acquire as a result of the discussing of or the entering into agreements with each other. Each Party shall endeavor to prevent its officers, employees, agents, representatives, and associates from doing anything, which, if done by Party, would be a breach of this agreement. This restriction shall continue to apply after the expiration of this Agreement, and other Agreements entered into between the Parties, without limit in point of time, but shall cease to apply to secrets or information, which came into the public domain through no fault of the Party concerned.\n2. The Parties each undertake to the other that for a period of five (5) years from the date of this Agreement, they will not, without prior written consent of the other, directly or indirectly through third parties, make or seek to make contact or communication with those Banks, Financial Institutions, government representatives, clients, investors, traders, associates, legal advisors and financial advisors with whom they have been placed into contact with by the other or to whom the names, addresses and other pertinent information has been released to them by the other.\n3. Each party undertakes irrevocably and unconditionally:\na. To ensure that all aspects of each transaction remain confidential.\nb. Not to disclose, either verbally or in written form, any knowledge that it may obtain at any time in the future, be it either implicit or implied, with respect to the implementation of any proposed transaction.\nc. Not to circumvent or attempt to circumvent the other.\nd. Not to disclose to third parties the names, addresses, fax and telephone coordinates of any contact/client revealed by one party to the other.\ne. Not to enter into direct or indirect negotiations with any other's contacts/clients.\nf. Not to show, deliver, or cause to be seen, any documents, papers, correspondence, memoranda or copies of such to other than person(s) or entities of any kind, except to those whom are required to maintain confidentiality such as an attorney or tax advisor.\ng. Each Party shall endeavor to ensure that any of its officers, employees, agents, representatives or associates who, by virtue of their duties may receive the type of information described in this Agreement, are fully obligated to respect the spirit and terms of this Agreements in the same way as each Party. Each Party shall undertakes to have those officers, employees, agents, representatives or associates acknowledge their obligation by Countersigning a copy of this Agreement, thereby binding them to honor the terms of this Agreement.\n4. Each Party acknowledges that any breach of the terms and conditions of this Agreement by either party or its employees, agents, representatives or associates may render the seeking of liquidated damages, by the other and the cancellation and termination of all agreements and transactions.\n5. This Agreement has been entered into by each Party acting on its own free will and judgment and shall be binding on the Parties, their heirs or successors, administrators, and assignees.\n6. Any dispute or controversy arising out of or relating to any interpretation, construction, performance, or breach of this Agreement shall be resolved exclusively by binding arbitration in Las Vegas, Nevada, in accordance with the rules then in effect of the American Arbitration Association, The arbitrator(s) may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator(s) shall be final, conclusive, and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each of them shall separately pay their counsel fees and expenses.\n7. The release of confidential information pursuant to a protested court order shall not be deemed to be a violation of this Agreement.\n8. This Agreement may be executed in one or more counterparts each of which shall be binding on each party by whom or on whose behalf it is so executed, but which together shall constitute a single instrument. For the avoidance of doubt, this Agreement shall not be binding on any party hereto unless and until it shall have been executed by or on behalf of all persons expressed to be party hereto.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.\nBILL WOO\nBy:_____________________________\nBill Woo\nGATEWAY VENTURE HOLDINGS, INC.\nBy: _____________________________\nRick Bailey Its: President\nBy: _____________________________\nFlo Ternes Its: Chief Operations Officer\n", "spans": [ [ 0, 62 ], [ 63, 146 ], [ 147, 225 ], [ 226, 414 ], [ 415, 679 ], [ 680, 1026 ], [ 1026, 1211 ], [ 1211, 1505 ], [ 1506, 1780 ], [ 1780, 2084 ], [ 2085, 2142 ], [ 2143, 2213 ], [ 2214, 2427 ], [ 2428, 2484 ], [ 2485, 2630 ], [ 2631, 2718 ], [ 2719, 2978 ], [ 2979, 3291 ], [ 3291, 3523 ], [ 3524, 3816 ], [ 3817, 4006 ], [ 4007, 4390 ], [ 4390, 4499 ], [ 4499, 4586 ], [ 4586, 4764 ], [ 4765, 4900 ], [ 4901, 5111 ], [ 5111, 5300 ], [ 5301, 5397 ], [ 5398, 5406 ], [ 5407, 5439 ], [ 5440, 5448 ], [ 5449, 5479 ], [ 5480, 5484 ], [ 5484, 5513 ], [ 5514, 5540 ], [ 5541, 5545 ], [ 5545, 5574 ], [ 5575, 5615 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 5 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 5, 10, 16, 17 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 5, 10, 16, 17 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001062760/000101540205001930/0001015402-05-001930.txt" }, { "id": 462, "file_name": "1065748_0000950131-00-004465_0016.txt", "text": "NON-DISCLOSURE AGREEMENT\nWhereas Tribune Company and Knight-Ridder, Inc., on the one hand, and CareerBuilder, Inc., on the other, (collectively, the \"Parties\"), are desirous of exchanging information for the purpose of exploring the possibility of establishing a business relationship with each other (the \"Transaction\"); and,\nWhereas, each of the Parties has information which it considers proprietary and confidential, including, but not limited to, information relating to its existing and planned lines of business, financial forecasts, markets, customers, suppliers, contracts, backlog, hardware and software systems, trade secrets and stock ownership and all materials prepared on the basis of any of the foregoing (collectively, \"Confidential Information\").\nNow, therefore, the Parties hereto agree as follows:\n1. One party hereto (\"Owner\") may disclose to the other party hereto (\"Recipient\") certain Confidential Information pursuant to this Agreement which Owner deems proprietary and confidential. The Parties agree that Recipient shall not use and shall prevent the disclosure of any information it receives from Owner that is marked PROPRIETARY AND CONFIDENTIAL, or similarly marked, or any other information (whether delivered in writing or verbally) which by its nature would be reasonably considered as confidential, to any other person, firm or corporation or delivered in connection with the evaluation of the Transaction, except as provided herein, and shall use the same degree of care to avoid disclosure of such information as Recipient employs with respect to its own Confidential Information of like importance.\n2. Notwithstanding the provisions of Paragraph 1 above, the Parties may disclose the Confidential Information disclosed under this Agreement to their employees and/or agents, but only for the purpose of supplying the Party with sufficient information to enable the Party to evaluate the potential value of establishing a business and/or contractual relationship with each other. The Recipient will inform each of its employees, agents and affiliates (collectively, \"Representatives\") who will receive Confidential Information of the obligations under this Agreement and agrees to take all commercially reasonable measures to restrain its Representatives from taking any action that would constitute a breach of the terms of this Agreement. In any event, the Recipient shall be responsible for any breach of the terms of this Agreement by any of its Representatives.\n3. The Parties hereto agree that information shall not be deemed Confidential Information, and Recipient shall have no obligation with respect to any such information which:\n(i) was generally known to the public prior to the disclosure under this Agreement;\n(ii) is already known to Recipient prior to October 27, 1999, as evidenced by the written electronically stored records of the Party dated prior to October 27, 1999; or\n(iii) is or becomes publicly known through no wrongful act of Recipient or any person to whom the Recipient discloses such information; or\n(iv) is received by a third party without breach of this Agreement or any other obligation to maintain the confidentiality of such information;\n(v) is independently developed by Recipient; or\n(vi) is approved for release by written authorization of Owner; or\n(vii) is disclosed pursuant to the lawful requirement or request of a governmental agency, or disclosure is required by operation of law.\n4. Each of the Parties agrees, unless otherwise required by law, not to disclose to any other person the fact that the Confidential information has been made available to the other Party, that discussions or negotiations are taking place concerning the Transaction between the Parties, or any of the terms, conditions or other facts with respect thereto (including the status thereof).\n5. All written data delivered by Owner to the Recipient pursuant to this Agreement shall be and remain the property of Owner, and all such written data, and all copies thereof, shall be promptly returned to Owner upon written request, or destroyed at Owner's option.\n6. This Agreement shall be binding on, and shall inure to the benefit of, the Parties hereto, their heirs, successors, and assigns.\n7. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise, expressed, implied, or otherwise for any invention, discovery or improvement made, conceived or acquired prior to or after the date of this Agreement.\n8. This Agreement shall be construed, interpreted, and enforced pursuant to the laws and judicial precedents of the State of California, without reference to principles of conflicts of law.\n9. This Agreement may be amended only by a written instrument duly executed by each of the Parties.\n10. The undersigned represent and warrant that they are authorized to enter this Agreement and to be bound by the terms of this Agreement.\n11. Neither Party makes any representations or warranties as to the accuracy or completeness of the Confidential Information and neither Party shall have any liability to the other resulting from any use of the Confidential Information which is consistent with this Agreement.\n12. Without impairing any other provision hereof, each Party hereto will promptly advise the other of any breaches of this Agreement.\n13. Nothing in this Agreement shall impose any obligation upon the Parties hereto to consummate a Transaction or to enter into any discussion or negotiations with respect thereto.\n14. This Agreement shall be effective from and after the date set forth below and shall terminate eighteen months thereafter.\nIN WITNESS WHEREOF, the Parties hereto agree that the effective date of this Agreement shall be June 20th, 2000.\nTribune Company\nBy: /s/ David D. Hiller\nTitle: President, Tribune Interactive, Inc.\nDate: June 20, 2000\nKnight-Ridder, Inc.\nBy: /s/ Daniel J. Finnigan\nTitle: Vice President\nDate: June 20, 2000\nCareerBuilder, Inc.\nBy: /s/ James A. Tholen\nTitle: Senior Vice President and Chief Financial Officer\nDate: June 20, 2000\n", "spans": [ [ 0, 24 ], [ 25, 326 ], [ 327, 764 ], [ 765, 817 ], [ 818, 1009 ], [ 1009, 1635 ], [ 1636, 2015 ], [ 2015, 2376 ], [ 2376, 2501 ], [ 2502, 2675 ], [ 2676, 2759 ], [ 2760, 2928 ], [ 2929, 3067 ], [ 3068, 3211 ], [ 3212, 3259 ], [ 3260, 3326 ], [ 3327, 3464 ], [ 3465, 3850 ], [ 3851, 4117 ], [ 4118, 4249 ], [ 4250, 4520 ], [ 4521, 4710 ], [ 4711, 4810 ], [ 4811, 4949 ], [ 4950, 5226 ], [ 5227, 5360 ], [ 5361, 5540 ], [ 5541, 5666 ], [ 5667, 5779 ], [ 5780, 5795 ], [ 5796, 5819 ], [ 5820, 5863 ], [ 5864, 5883 ], [ 5884, 5903 ], [ 5904, 5930 ], [ 5931, 5952 ], [ 5953, 5972 ], [ 5973, 5992 ], [ 5993, 6016 ], [ 6017, 6073 ], [ 6074, 6093 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 18, 20 ] }, "nda-10": { "choice": "Entailment", "spans": [ 17 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 2 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 5 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 9, 14 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 18 ] }, "nda-3": { "choice": "Entailment", "spans": [ 5 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 6 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 6 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001065748/000095013100004465/0000950131-00-004465.txt" }, { "id": 463, "file_name": "1067797_0001032210-99-000668_document_8.txt", "text": "PRIMUS KNOWLEDGE SOLUTIONS, INC.\nSoftware Marketing and Distribution Agreement\nSchedule 1\nConfidential Information Agreement\nInsert Current NDA\nPrimus Contract ID: NDA _________________\nPRIMUS KNOWLEDGE SOLUTIONS, INC.\nBilateral Non-Disclosure Agreement\nThis Bilateral Non-Disclosure Agreement (\"Agreement\") is made between Primus Knowledge Solutions, Inc. (\"Primus\"), 1601 Fifth Avenue, Suite 1900, Seattle, Washington 98101 (fax: (206) 292-1825), and the entity identified below, including the legal entity of which it is part (collectively, the \"Company\"). Company Name: __________________________________\nCompany Address: _______________________________ _______________________________\nFax No.: _______________________________\nPrimus and the Company (collectively referred to as the \"Parties\" and individually referred to as a \"Party\") have determined to establish terms governing the use and protection of \"Confidential Information\" (as defined below) that one Party (the \"Owner\") may disclose to the other Party (the \"Recipient\"). Therefore, for good and valuable consideration, the receipt and sufficiency of which they each acknowledge, the Parties each agree as specified in the Terms and Conditions below.\nEXECUTED as of the date set forth below Primus' signature (the \"Effective Date\"):\nCompany Primus Knowledge Solutions, Inc.\nSignature:__________________________ By: _____________________________\n(Print name)________________________ _____________________________\nTitle:______________________________ Its:_____________________________\nDated: _____________________________ Dated: __________________________\nTerms and Conditions\nSection 1. Definitions.\n1.1 \"Confidential Information\" means any and all information disclosed by Owner that is identified as \"confidential\" or \"proprietary,\" either by legend on written or electronically stored material, or in advance if disclosed verbally. Confidential Information includes, without limitation, research and development, know-how, inventions, trade secrets, software, and market analysis, research, strategies, projections and forecasts. Confidential Information also includes, without limitation, information disclosed by Owner with permission from a third party, and combinations of or with publicly known information where the nature of the combination is not publicly known.\n1.1.1 Exceptions. Confidential Information does not include information which:\n(a) was publicly known at the time of Owner's communication thereof to Recipient, or which subsequently becomes publicly known through no fault of Recipient;\n(b) was in the possession of Recipient prior to its being communicated to Recipient by Owner;\n(c) becomes available to Recipient on a non-confidential basis from a source other than Owner, provided that such source is not bound by any obligation of confidentiality to Owner with respect to such information; or (d) was independently developed by Recipient without reference to the Confidential Information communicated by Owner.\nSection 2. Covenant Not to Disclose.\nRecipient shall not use Owner's Confidential Information except for purposes of evaluating, maintaining and furthering a business relationship with Owner. Recipient shall maintain in confidence the Confidential Information received from Owner and shall not directly or indirectly disclose such information to any person or entity except Recipient's employees and consultants, and then only on a need-to-know basis. Recipient shall ensure that such employees and consultants are bound by a written agreement to protect the received Confidential Information from unauthorized use and disclosure. Recipient shall protect Owner's Confidential Information from disclosure to others using the same degree of care that it uses to protect its own most highly confidential information, but in no event less than a reasonable standard of care. Recipient shall not make or distribute any more copies or summaries of Owner's Confidential Information than are necessary to evaluate, maintain and further a business relationship between the Parties, and shall ensure that all such copies or summaries are marked as confidential and the property of Owner.\nSection 3. No Obligation Of Disclosure.\nNeither Party shall have any obligation to disclose its Confidential Information to the other. Either Party may, at any time, cease providing its Confidential Information to the other Party, and may require the return of Confidential Information previously disclosed by written notice.\nSection 4. Disclosure Required By Law.\nIf any applicable law, regulation or court order requires Recipient to disclose any of Owner's Confidential Information, Recipient shall promptly notify Owner in writing prior to making any such disclosure, in order to facilitate Owner's efforts to protect its Confidential Information. In such circumstances, Recipient shall cooperate with Owner, at Owner's reasonable expense, in seeking and obtaining protection for Owner's Confidential Information.\nSection 5. Title.\nOwner shall retain all ownership rights in and to the Confidential Information it discloses to Recipient. No licenses or rights under any patent, trademark, copyright, trade secret or other intellectual property right shall be granted or implied under this Agreement. Neither Party shall be obligated under this Agreement to acquire from or provide to the other Party any service or product.\nSection 6. Termination.\nEither Party may terminate this Agreement at any time without cause upon written notice to the other party. All obligations of confidentiality shall survive such termination. Upon termination of this Agreement, Recipient shall promptly return all of Owner's Confidential Information provided to it in tangible form, together with any and all copies and/or summaries, and shall destroy all of Owner's Confidential Information that is electronically stored; provided, however, that each Party's legal department may retain one copy of the Confidential Information in its file solely for the purpose of identifying information designated as \"Confidential Information.\"\nSection 7. Specific Performance.\nThe Parties acknowledge that Confidential Information is unique and valuable, and that Owner will have no adequate remedy at law if Recipient does not comply with its obligations under this Agreement. Therefore, Owner shall have the right, in addition to any other rights it may have, to obtain in any court of competent jurisdiction temporary, preliminary and permanent injunctive relief to restrain any breach, threatened breach, or otherwise to specifically enforce any obligations of Recipient if Recipient fails to perform any of its obligations under this Agreement.\nSection 8. Miscellaneous.\n8.1. Dispute Resolution.\n8.1.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the internal laws of the State of Washington, and, where such laws are preempted by the laws of the United States, by the internal laws of the United States, in each case without regard to conflicts of laws principles.\n8.1.2 Arbitration. In the event of any controversy or claim arising out of or relating to this Agreement or the breach or interpretation thereof, the parties shall, upon five days notice from either one to the other, submit themselves and the subject-matter of the dispute to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association by a single, disinterested arbitrator appointed in accordance with such Rules. The determination of the arbitrator shall be final, conclusive and binding. Judgment upon the award rendered may be entered in any court of any state or country having jurisdiction. Each party shall ensure that any arbitration is conducted as speedily as is reasonably possible, and that all and any information disclosed during or in connection with the arbitration is treated by each party with the strictest confidence. Any arbitration conducted under or in connection with this Agreement shall take place in Seattle, Washington at a time and location to be determined by the arbitrator.\n8.1.3 Interim and Permanent Relief. Upon the application of either party to this Agreement, and whether or not an arbitration has yet been initiated, all courts having jurisdiction over one or more of the parties are authorized to: (i) issue and enforce in any lawful manner such temporary restraining orders, preliminary injunctions and other interim measures of relief as may be necessary to prevent harm to a party's interests or as otherwise may be appropriate pending the conclusion of arbitration proceedings pursuant to this Agreement; and (ii) enter and enforce in any lawful manner such judgments for permanent equitable relief as may be necessary to prevent harm to a party's interests or as otherwise may be appropriate following the issuance of arbitral awards pursuant to this Agreement.\n8.1.4 Legal Expenses. If any proceeding is brought by either party to enforce or interpret any provision of this Agreement, the substantially prevailing party in such proceeding shall be entitled to recover, in addition to all other relief arising out of this Agreement, such party's reasonable attorneys' and other experts' fees and expenses.\n8.2 Waiver; Severability; Invalidity. No waiver of or with respect to any provision of this Agreement, nor consent by a party to the breach of or departure from any provision of this Agreement, shall in any event be binding on or effective against such party unless it be in writing and signed by such party, and then such waiver shall be effective only in the specific instance and for the purpose for which given. If any provision of this Agreement is held to be invalid, such invalidity shall not render invalid the remainder of this Agreement or the remainder of which such invalid provision is a part. If any provision of this Agreement is so broad as to be held unenforceable, such provision shall be interpreted to be only so broad as is enforceable.\n8.3 Notices. Any notice or other communication under this Agreement given by either party to the other party shall be deemed to be properly given if given in writing and delivered (i) by nationally recognized private courier (e.g., Federal Express) or (ii) by mail (return receipt requested), properly addressed and stamped with the required postage, to the recipient at the address identified in its signature block to this Agreement. Either party may from time to time change its address by giving the other party notice of the change in accordance with this Section.\n8.4 Entire Agreement; Amendments. This Agreement constitutes and embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic or oral communications, agreements or understandings between the parties with respect thereto. This Agreement may not be modified or amended except by a written instrument executed by the parties.\n", "spans": [ [ 0, 32 ], [ 33, 78 ], [ 79, 89 ], [ 90, 124 ], [ 125, 143 ], [ 144, 168 ], [ 168, 185 ], [ 186, 218 ], [ 219, 244 ], [ 244, 253 ], [ 254, 432 ], [ 432, 438 ], [ 438, 560 ], [ 560, 574 ], [ 574, 608 ], [ 609, 626 ], [ 626, 658 ], [ 658, 689 ], [ 690, 699 ], [ 699, 730 ], [ 731, 1037 ], [ 1037, 1215 ], [ 1216, 1297 ], [ 1298, 1338 ], [ 1339, 1376 ], [ 1376, 1380 ], [ 1380, 1409 ], [ 1410, 1447 ], [ 1447, 1476 ], [ 1477, 1514 ], [ 1514, 1547 ], [ 1548, 1555 ], [ 1555, 1585 ], [ 1585, 1592 ], [ 1592, 1618 ], [ 1619, 1639 ], [ 1640, 1663 ], [ 1664, 1899 ], [ 1899, 2097 ], [ 2097, 2337 ], [ 2338, 2356 ], [ 2356, 2416 ], [ 2417, 2574 ], [ 2575, 2668 ], [ 2669, 2886 ], [ 2886, 3003 ], [ 3004, 3040 ], [ 3041, 3196 ], [ 3196, 3456 ], [ 3456, 3635 ], [ 3635, 3875 ], [ 3875, 4181 ], [ 4182, 4190 ], [ 4190, 4221 ], [ 4222, 4317 ], [ 4317, 4507 ], [ 4508, 4516 ], [ 4516, 4546 ], [ 4547, 4834 ], [ 4834, 4999 ], [ 5000, 5017 ], [ 5018, 5124 ], [ 5124, 5286 ], [ 5286, 5409 ], [ 5410, 5433 ], [ 5434, 5542 ], [ 5542, 5609 ], [ 5609, 6099 ], [ 6100, 6132 ], [ 6133, 6334 ], [ 6334, 6705 ], [ 6706, 6714 ], [ 6714, 6731 ], [ 6732, 6756 ], [ 6757, 6778 ], [ 6778, 7067 ], [ 7068, 7087 ], [ 7087, 7527 ], [ 7527, 7603 ], [ 7603, 7709 ], [ 7709, 7950 ], [ 7950, 8117 ], [ 8118, 8154 ], [ 8154, 8350 ], [ 8350, 8665 ], [ 8665, 8918 ], [ 8919, 8941 ], [ 8941, 9262 ], [ 9263, 9301 ], [ 9301, 9679 ], [ 9679, 9870 ], [ 9870, 10020 ], [ 10021, 10034 ], [ 10034, 10201 ], [ 10201, 10273 ], [ 10273, 10457 ], [ 10457, 10590 ], [ 10591, 10625 ], [ 10625, 10925 ], [ 10925, 11026 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 67 ] }, "nda-15": { "choice": "Entailment", "spans": [ 61, 62 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 38 ] }, "nda-1": { "choice": "Entailment", "spans": [ 37, 51 ] }, "nda-19": { "choice": "Entailment", "spans": [ 66 ] }, "nda-12": { "choice": "Entailment", "spans": [ 41, 45 ] }, "nda-20": { "choice": "Entailment", "spans": [ 67 ] }, "nda-3": { "choice": "Entailment", "spans": [ 37 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 48 ] }, "nda-17": { "choice": "Entailment", "spans": [ 51 ] }, "nda-8": { "choice": "Entailment", "spans": [ 58 ] }, "nda-13": { "choice": "Entailment", "spans": [ 41, 44 ] }, "nda-5": { "choice": "Entailment", "spans": [ 48 ] }, "nda-4": { "choice": "Entailment", "spans": [ 47 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001067797/000103221099000668/0001032210-99-000668.txt" }, { "id": 464, "file_name": "1070052_0000950130-01-501801_dex99d2.txt", "text": "\nEXHIBIT (d)(2)\nMUTUAL NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made effective as of February 9, 2001 (the \"Effective Date\") by and between Proxicom, Inc. (\"Proxicom\"), with offices at 11600 Sunrise Valley Drive, Reston, Virginia 20191, USA and Dimension Data (\"Dimension\"), with its headquarters in Johannesburg, South Africa (each individually a \"Party\" and collectively the \"Parties\").\nWITNESSETH:\nWHEREAS, in connection with exploring and evaluating a possible business transaction (the \"Transaction\") and for the purposes of the ongoing Transaction, the Parties recognize the need to disclose to one another certain of their Confidential Information (as defined below); and\nWHEREAS, the Parties wish to stipulate the terms and conditions upon which such Confidential Information will be disclosed by one Party to the other Party hereunder;\nNOW, THEREFORE, the Parties agree as follows:\n1. \"Confidential Information\" means information in whatever form disclosed by or on behalf of one Party (the \"Disclosing Party\") to the other Party (the \"Receiving Party\") before, on or after the Effective Date hereof which relates to a Disclosing Party's business or the Transaction including without limitation: business, financial, human resources, and technical materials, information and data, or information which although not directly related to the Transaction, is nevertheless disclosed as a result of or in connection with the Parties' discussions of the Transaction together with analyses or other documents prepared by the Receiving Party or any of the Receiving Party's affiliates, employees, representatives and/or consultants that contain or otherwise reflect such Confidential Information.\n2. The Receiving Party shall use the Disclosing Party's Confidential Information only for the purpose of evaluating the Transaction and for the purposes of the ongoing Transaction, and shall protect such Confidential Information from disclosure to third parties, using the same degree of care used to protect its own proprietary information of like importance, but in any case using no less than a reasonable degree of care. The Receiving Party may disclose the Disclosing Party's Confidential Information to its affiliates, its employees, its representatives and its consultants, in each case if such affiliates, employees, representatives and consultants have a need to know, and providing such affiliates, employees, representatives and consultants (i) use the Confidential Information for the purposes of the Transaction only, and (ii) are bound to protect the Confidential Information to the same extent as the Receiving Party is bound. The Parties shall each be responsible for any breach of the terms of this Agreement by them or their respective affiliates, employees, representatives and/or consultants and hereby agree, at their sole expense, to take all reasonable measures (including but not limited to court proceedings) to restrain their respective affiliates, employees, representatives and/or consultants from prohibited or unauthorized disclosure or use of the Confidential Information. The term \"affiliate\" means any person or entity controlling, controlled by or under common control with a Party.\n3. The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information that:\n(a) the Receiving Party can demonstrate is in the lawful possession or control of such Party on a non-confidential basis at the time of its disclosure hereunder; provided the source of such information was free to disclose it to the Receiving Party without obligation (whether contractual, legal, fiduciary or otherwise) to the Disclosing Party;\n(b) is or becomes publicly known other than through disclosure by the Receiving Party or the Receiving Party's affiliates, employees, representations and/or consultants;\n(c) the Receiving Party obtained from a third party not known by the Receiving Party to be subject to any obligation (whether contractual, legal, fiduciary or otherwise) to the Disclosing Party prohibiting such disclosure;\n(d) the Receiving Party can demonstrate was developed independently by such Party without reference to the Confidential Information; or\n(e) is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law; provided, however, that before making such disclosure, the Party planning to make such disclosure shall, to the extent permitted by applicable law (i) give the other Party a reasonable opportunity to interpose an objection and/or take action to seek confidential handling of such information and (ii) reasonably cooperate with the other Party, at the other Party's expense, to seek confidential handling of such information.\n4. Each Party agrees that, for a period of one (1) year from the Effective Date hereof, neither it nor any of its affiliates will solicit for employment, directly or indirectly, any member of the other Party's senior management with whom it first had contact, or who was specifically identified to it, during the period of its evaluation of the Transaction; provided, however, that this paragraph will not prevent either Party from employing any person who contacts such Party on his or her own initiative without any direct or indirect solicitation by or encouragement from such Party. For purposes of this paragraph, \"solicit for employment\" shall not be deemed to include any general solicitations of employment by one Party not specifically directed towards employees of the other Party. Nothing herein shall prevent either Party from, directly or indirectly, soliciting for employment or hiring any member of the other Party's senior management whose employment with such other Party has been terminated.\n5. Confidential Information disclosed under this Agreement (including information in computer software or held in electronic storage media) shall be and shall remain the property of the Disclosing Party. The Receiving Party, upon the written request of the Disclosing Party at any time, shall promptly return or destroy all such tangible Confidential Information of the Disclosing Party in its possession, and the Receiving Party shall thereafter retain no such Confidential Information in any form. The Receiving Party shall be fully responsible for the return or destruction of all Confidential Information disclosed to its affiliates, its employees, it representatives and/or its consultants.\n6. Without the prior written consent of the other Party, a Party will not disclose (other than as anticipated elsewhere in this Agreement) to any third party any information (including Confidential Information) regarding the Transaction, including without limitation, the fact that discussions are occurring concerning the Transaction, any of the terms or conditions relating to the Transaction being discussed by the Parties, or the existence of this Agreement.\n7. This Agreement shall become effective on the date first set forth above and shall continue for the longer of (i) one (1) year from the Effective Date or (ii) one (1) year after the termination of any definitive agreement entered into by the Parties with respect to the Transaction, except as otherwise explicitly stated herein.\n8. The Parties understand and agree that unless and until a definitive agreement between Proxicom and Dimension with respect to a possible Transaction is executed and delivered, neither Proxicom nor Dimension will be under any legal obligation of any kind with respect to the Transaction by virtue of this or any other written or oral expression, except for matters expressly agreed herein. Neither Party makes any representation or warranty as to the accuracy or completeness of any information disclosed hereunder.\n9. Dimension hereby acknowledges that Proxicom is disclosing its Confidential Information in consideration of Dimension's agreement not to propose to Proxicom or any other person or entity any transaction between Dimension and Proxicom and/or its security holders or involving any of Proxicom's securities or security holders unless Proxicom shall have requested in writing that Dimension make such a proposal, and that Dimension will not acquire, or assist, advise or encourage any other persons or entities in acquiring, directly or indirectly, control of Proxicom or any of Proxicom's securities, businesses or assets for a period of one (1) year from the date of this Agreement unless Proxicom shall have consented in advance in writing to such acquisition. Dimension also agrees that Proxicom shall be entitled to equitable relief, including injunction, in the event of any breach of the provisions of this paragraph and Dimension further agrees that it shall not oppose the granting of such relief. Notwithstanding the foregoing, Dimension shall not be subject to the restrictions provided in this paragraph 9 if (i) at any time, any person or entity other than Dimension announces an intention to acquire, directly or indirectly, any voting\nsecurities or assets of Proxicom or (ii) Proxicom publicly solicits offers for its acquisition or the acquisition of its business and/or assets in their entirety.\n10. To the extent that any Confidential Information may include materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the Parties understand and agree that they have a commonality of interest with respect to such matters and it is their respective desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information that is entitled to protection under the attorney-client privilege, work product doctrine and other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine.\n11. Each Party acknowledges that it is aware (and that its affiliates, employees, representatives and consultants who are apprised of the possible Transaction have been advised) that the United States and other applicable securities laws prohibit any person who is aware of material, non-public information about a company obtained directly or indirectly from that company, from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.\n12. This Agreement: (a) is the complete Agreement of the Parties concerning the subject matter hereof and supersedes any and all prior Agreements, understandings or discussions with respect to the subject matter hereof; (b) shall not be construed to create any obligation on the part of either Party to complete the Transaction or to compensate the other Party in any manner, except as may be set forth by a separate written Agreement duly executed and delivered by the Parties; (c) may not be amended or in any manner modified except in a writing signed by the Parties; and (d) shall be governed and construed in accordance with the laws of the United States and, in particular, the State of New York except its rules as to choice of law. The Parties agree and hereby consent to the jurisdiction and venue of the state and federal courts for the Borough of Manhattan, New York, New York. If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provisions shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the Parties as expressed herein. Without prejudice to the rights and remedies otherwise available to the Parties, the Parties agree that money damages would not be a sufficient remedy for any breach of this Agreement by either Party or the affiliates, employees, representatives and/or consultants of either Party and, accordingly, that the Parties shall be entitled to equitable relief, including injunctive relief and/or specific performance, if either Party (including the affiliates, employees, representatives and/or consultants thereof) breaches or threatens to breach any of the provisions of this Agreement. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which shall constitute the same Agreement.\nIN WITNESS WHEREOF, each of the Parties hereto has caused the Agreement to be executed by its duly authorized representative:\nPROXICOM, INC. DIMENSION DATA\nBy: /s/ Kenneth J. Tarpey By: /s/ P.K. Quarmby\nPrint Name: Kenneth J. Tarpey Print Name: P.K. Quarmby\nTitle: Executive Vice President & CFO Title: Director\nDate: 2/9/2001 Date: 12/2/2001\n", "spans": [ [ 0, 6 ], [ 7, 15 ], [ 15, 21 ], [ 22, 53 ], [ 54, 396 ], [ 397, 408 ], [ 409, 686 ], [ 687, 852 ], [ 853, 898 ], [ 899, 1704 ], [ 1705, 2130 ], [ 2130, 2457 ], [ 2457, 2540 ], [ 2540, 2647 ], [ 2647, 3109 ], [ 3109, 3221 ], [ 3222, 3346 ], [ 3347, 3692 ], [ 3693, 3862 ], [ 3863, 4085 ], [ 4086, 4221 ], [ 4222, 4486 ], [ 4486, 4635 ], [ 4635, 4763 ], [ 4764, 5351 ], [ 5351, 5556 ], [ 5556, 5773 ], [ 5774, 5978 ], [ 5978, 6274 ], [ 6274, 6469 ], [ 6470, 6932 ], [ 6933, 7045 ], [ 7045, 7089 ], [ 7089, 7263 ], [ 7264, 7655 ], [ 7655, 7780 ], [ 7781, 8543 ], [ 8543, 8786 ], [ 8786, 8900 ], [ 8900, 9028 ], [ 9029, 9065 ], [ 9065, 9191 ], [ 9192, 9873 ], [ 9873, 10141 ], [ 10142, 10750 ], [ 10751, 10771 ], [ 10771, 10971 ], [ 10971, 11230 ], [ 11230, 11326 ], [ 11326, 11491 ], [ 11491, 11640 ], [ 11640, 11961 ], [ 11961, 12544 ], [ 12544, 12694 ], [ 12695, 12820 ], [ 12821, 12836 ], [ 12836, 12850 ], [ 12851, 12897 ], [ 12898, 12945 ], [ 12945, 12952 ], [ 12953, 13006 ], [ 13007, 13022 ], [ 13022, 13028 ], [ 13028, 13037 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 27 ] }, "nda-10": { "choice": "Entailment", "spans": [ 30 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 9 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 16, 20 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 28 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 24 ] }, "nda-7": { "choice": "Entailment", "spans": [ 11 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 16, 21, 22 ] }, "nda-13": { "choice": "Entailment", "spans": [ 16, 19 ] }, "nda-5": { "choice": "Entailment", "spans": [ 11 ] }, "nda-4": { "choice": "Entailment", "spans": [ 10 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001070052/000095013001501801/0000950130-01-501801.txt" }, { "id": 466, "file_name": "1074663_0001090002-01-500104_ex102.txt", "text": "EXHIBIT 10.2\nPerma-Tune Electronics Inc.\nNON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT\nPerma-Tune Electronics Inc., a Texas Corporation (hereinafter collectively referred to as the COMPANY) makes this AGREEMENT concerning the Perma-Tune electronic ignition systems known as the Perma-Tune, Digital Fire, and Plasma Injector:\nLinda Decker\nCompany or Individual Name (hereinafter referred to as the RECIPIENT).\nIn it's business, COMPANY has certain valuable technical and non-technical information, processes, samples, sources and supplies, including but not limited to certain training, literature, information, promotional plans and direction used in connection with COMPANY'S products which are VITAL to its business and success (\"CONFIDENTIAL MATERIAL\") and, to guard the legitimate interests of the COMPANY, it is necessary for the COMPANY to protect the CONFIDENTIAL MATERIAL by holding it confidential as TRADE SECRETS.\nAfter execution thereof, the COMPANY will disclose to RECIPIENT certain of the CONFIDENTIAL MATERIAL and RECIPIENT, through his/her activities and by virtue of this relationship with the COMPANY, will become acquainted with certain\nCONFIDENTIAL MATERIAL.\nRECIPIENT agrees as follows:\n1. RECIPIENT may view, have access to, and through verbal explanations learn of CONFIDENTIAL MATERIAL, samples, and other information, financial information, marketing information, data, special testing and training procedures and processes, specifications either owned by the COMPANY or used in the course of its business (collectively called \"CONFIDENTIAL MATERIAL\"). All such CONFIDENTIAL MATERIAL shall be considered to be TRADE SECRETS by the COMPANY and is disclosed IN CONFIDENCE to RECIPIENT.\n2. All CONFIDENTIAL MATERIAL, which RECIPIENT shall use, view, receive or come in contact with, shall be and shall remain the COMPANY'S SOLE and EXCLUSIVE property, and shall be PROMPTLY RETURNED upon completion of the purpose for which it was provided, or when verbally communicated, will no longer be utilized to benefit RECIPIENT, but in NO EVENT, later than TEN (10) DAYS after request by COMPANY. NO COPIES shall be made of ANY MATERIAL or DOCUMENT (S) provided under this agreement, except upon WRITTEN CONSENT of the COMPANY, ALL COPIES and samples shall likewise be RETURNED. Any attempt to disassemble or otherwise reverse engineer CONFIDENTIAL MATERIAL by the RECIPIENT or the transfer of CONFIDENTIAL MATERIAL to any other company or persons for any reason is strictly prohibited.\n3. During and after discussion, including the duration of ANY BUSINESS RELATIONSHIP and THEREAFTER, RECIPIENT will HOLD TRUST and KEEP SECRET ALL CONFIDENTIAL MATERIAL obtained from COMPANY.\nRECIPIENT will maintain adequate SAFEGUARDS to PROTECT such CONFIDENTIAL MATERIAL and PREVENT its DISCLOSURE to others, except its own employees on a NEED-TO-KNOW BASIS, and will NEITHER USE nor DISCLOSE, DIRECTLY or INDIRECTLY, for him/herself or for the benefit of another, ANY CONFIDENTIAL MATERIAL or perform any acts which may DIRECTLY or INDIRECTLY have an adverse effect upon the business of the COMPANY, or which would tend to reduce the proprietary value of such CONFIDENTIAL MATERIAL to the COMPANY, without the COMPANY'S PRIOR WRITTEN APPROVAL. RECIPIENT shall MAINTAIN a RECORD or LOG reflecting the NAMES, ADDRESSES, DATES and other INFORMATION which the COMPANY shall request RECIPIENT to keep of PERSONS or ENTITIES to execute a COPY of this AGREEMENT acknowledging its TERMS and the TRADE SECRET nature of CONFIDENTIAL MATERIAL and shall provide to the COMPANY UPON REQUEST, copies of ALL such acknowledgments.\n4. RECIPIENT agrees that he/she WILL NOT UTILIZE ANY CONFIDENTIAL MATERIAL to which he/she is exposed by reason of his/her relationship hereunder to COMPANY in such manner as to CIRCUMVENT the relationship between the COMPANY and others, nor to benefit, DIRECTLY or INDIRECTLY, from such CONFIDENTIAL MATERIAL, except pursuant to any agreement between RECIPIENT and the COMPANY.\n5. RECIPIENT further agrees to INDEMNIFY and HOLD the COMPANY HARMLESS from and against any losses incurred due to any unauthorized use or disclosure of the CONFIDENTIAL MATERIAL.\n6. Any VIOLATION or THREATENED VIOLATION of this AGREEMENT shall entitle the COMPANY to INJUNCTIVE RELIEF, together with ANY OTHER REMEDIES available to the COMPANY including MONETARY DAMAGES. In the event of ACTUAL VIOLATION of the AGREEMENT, the COMPANY shall receive, from RECIPIENT 100% of ALL INCOME which RECIPIENT has acquired form said BREACH of this AGREEMENT.\n7. If any provision in this AGREEMENT is held, by a COURT of competent jurisdiction, to be invalid, void or unenforceable, the remaining provision shall nevertheless CONTINUE in FULL FORCE, without being impaired or invalidated IN ANY WAY. The failure of the COMPANY to enforce any provision of this AGREEMENT shall NOT be construed as a waiver of any such provision, nor prevent the COMPANY from enforcing such provision or any other provision of this AGREEMENT.\nRECIPIENT AGREED AND ACCEPTED\nAGREED BY:\nPerma-Tune Electronics, Inc.\nCompany Name\nLinda Decker\nName of Corporate Officer\nCorporate Secretary\nTitle\n/s/ Linda Decker\nSignature\n566-15-xxxx\nEIN or Social Security Number\n6-1-93\nDate\nACCEPTED BY:\nLonnie Lenarduzzi\nPresident, Perma-Tune Electronics Inc.\n/s/ Lonnie Lenarduzzi\nSignature\n6-1-93\nDate\n111 S. Birmingham St. Wylie, TX 75098 Voice (972)442-6774 FAX (972)442-9386\nwww.perma-tune.com\n", "spans": [ [ 0, 12 ], [ 13, 40 ], [ 41, 87 ], [ 88, 325 ], [ 326, 338 ], [ 339, 409 ], [ 410, 925 ], [ 926, 1157 ], [ 1158, 1180 ], [ 1181, 1209 ], [ 1210, 1580 ], [ 1580, 1710 ], [ 1711, 2113 ], [ 2113, 2165 ], [ 2165, 2295 ], [ 2295, 2502 ], [ 2503, 2693 ], [ 2694, 3250 ], [ 3250, 3620 ], [ 3621, 3999 ], [ 4000, 4179 ], [ 4180, 4373 ], [ 4373, 4549 ], [ 4550, 4790 ], [ 4790, 5013 ], [ 5014, 5043 ], [ 5044, 5054 ], [ 5055, 5083 ], [ 5084, 5096 ], [ 5097, 5109 ], [ 5110, 5135 ], [ 5136, 5155 ], [ 5156, 5161 ], [ 5162, 5166 ], [ 5166, 5178 ], [ 5179, 5188 ], [ 5189, 5200 ], [ 5201, 5230 ], [ 5231, 5237 ], [ 5238, 5242 ], [ 5243, 5255 ], [ 5256, 5273 ], [ 5274, 5312 ], [ 5313, 5334 ], [ 5335, 5344 ], [ 5345, 5351 ], [ 5352, 5356 ], [ 5357, 5395 ], [ 5395, 5401 ], [ 5401, 5419 ], [ 5419, 5432 ], [ 5433, 5451 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 15 ] }, "nda-16": { "choice": "Entailment", "spans": [ 12 ] }, "nda-15": { "choice": "Entailment", "spans": [ 12 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 6, 10 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 12, 13, 14 ] }, "nda-3": { "choice": "Entailment", "spans": [ 10 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 17 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 13, 14 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 17 ] }, "nda-4": { "choice": "Entailment", "spans": [ 19 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001074663/000109000201500104/0001090002-01-500104.txt" }, { "id": 467, "file_name": "1077050_0000950147-99-000049_document_10.txt", "text": "MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Agreement is made and entered into on the 10th day of September, 1997.\nBETWEEN:\n(1) Creative Labs, Inc. having the principal offices at 1901 McCarthy Boulevard, Milpitas, CA 95085 (\"Creative\").\n(2) Pacific Magtron, Inc. a California corporation having its principal offices at 1800 California Circle, Milpitas, CA 95085 (\" \")\nWHEREAS:\n1. Creative and Pacific Magtron are engaged in discussions with respect to a possible business or financial arrangement or venture between them relating to multimedia technology.\n2. In connection therewith disclosure of certain information which is proprietary/confidential to the parties may become necessary or desirable.\n3. Each party is willing to disclose such Proprietary/Confidential Information to the other parties upon the terms and conditions herein set forth and each party is willing to maintain the confidentiality of such information disclosed to it by the other parties in accordance with the terms and conditions hereof.\nNOW THEREFORE, in consideration of the disclosure of such Proprietary/Confidential Information and the mutual covenants and promises herein contained, it is agreed as follows:\n1. INTERPRETATION\nFor the purposes of this Agreement, \"Proprietary/Confidential Information\" shall mean any and all proprietary, secret information, technical data or know-how related to any aspect of other party's business or technology including, without limitation, data, know- how, formulas, designs, photographs, drawings, specification, software programs and samples and any other material bearing or incorporating any such information which is disclosed by one party to the other, which information, data or know-how is marked or stipulated as being \"Proprietary\", \"Confidential\", \"Strictly Private\" or otherwise, using words of similar significance. Such disclosure may be made either directly or indirectly, in writing, orally or by drawings, plans or inspection of products, materials, parts or equipment.\n2. UNDERTAKING OF THE PARTIES\nEach party hereby undertakes to treat and maintain all Proprietary/Confidential Information received from any of the other parties in confidence. With respect thereto, each party hereby undertakes and agrees as follows:\ni. For a period of 5 years from the date of this Agreement, the receiving party shall not publish, disseminate nor disclose any Proprietary/Confidential Information received from any of the other parties to any third party accept to those of its own employment having valid need to know the information in the course of employment and such disclosure shall be on terms not less restrictive than those herein contained.\nii. The receiving party shall use the same degree of care to avoid disclosure or use of the Proprietary/Confidential Information as it uses in respect of its own information of like importance but in no case less than a reasonable degree of care.\niii. The receiving party shall in accordance with the request of the other parties, either return all copies, recording and tangible manifestations of Proprietary/Confidential Information or destroy the same following a determination by any of the parties not to enter into any arrangement or venture with each other of the kind contemplated herein or upon termination of any related memorandum of understanding or agreement entered into between the parties or upon the written request of the disclosing party.\n3. EXCEPTIONS\nThe aforesaid restrictions on the parties shall not apply to any Proprietary/Confidential Information which\ni. Can be proved by documentary evidence to be such Proprietary/Confidential Information that was already in the possession of the receiving party and at its free disposal before the disclosure hereunder to it;\nii. Is received by the receiving party from third parties without accompanying secrecy or confidentiality obligations and not in violation of any duty of confidence under this agreement;\niii. Is independently developed by the receiving party;\niv. Is or becomes generally available to the public in printed publications in general discussion through no act or default on the part of the receiving party or its agents or employees;\nv. Is furnished to a third party by a party hereunto who owns such Proprietary/Confidential Information without similar restriction on the third party's rights;\nvi. Is approved for release by written authorization of the other party; or vii. Is disclosed pursuant to any requirement or request by operation of law provided that the involving party shall prior to disclosure notify the disclosing party of any such requirement or request.\n4. OWNERSHIP\nAll Proprietary/Confidential Information disclosed pursuant to this Agreement shall be and remain the property of the disclosing party. Nothing in this Agreement shall be construed as granting or confirming any rights by license or otherwise expressly impliedly or otherwise, for any of the Proprietary/Confidential Information disclosed by the disclosing party hereunder. All Proprietary/Confidential Information, existing in written form or recorded in any other tangible medium, shall be returned to the disclosing party upon its request, together with any reproductions or copies thereof. Further, upon the disclosing party's request, notes, memoranda and reports which incorporate the Proprietary/Confidential Information shall, without exception, be destroyed.\n5. ORAL DISCLOSURE\nIn the event the disclosing party of such Proprietary/Confidential Information orally discloses the information to the receiving party, the disclosing party agrees to promptly notify the receiving party of the confidentiality of such oral disclosure and reduces to writing such Proprietary/Confidential Information and submit the same to the receiving party within 15 days of such oral disclosure, upon which the receiving party shall not be bound by the confidentiality obligations as herein provided as regards the said Proprietary/Confidential Information disclosed orally.\n6. AUTHORIZATION\nEach party agrees that necessary authorizations, permits or licenses including expert licenses as may be required will be obtained prior to the exportation/disclosure of any Proprietary/Confidential Information relating to the technology of the other party. The disclosing party shall notify the receiving party of the need to obtain any required authorizations, permits and licenses and/or the need to comply with any relevant laws or regulations relating to the disclosure. The disclosing party shall obtain the required authorizations, permits and licenses.\n7. SURVIVAL\nThe aforesaid obligations of the receiving party shall survive the termination of this Agreement.\n8. LIMITED WARRANTY\nEach party hereto warrants that it has the right to disclose the Proprietary/Confidential Information which it discloses to the other parties and that the Proprietary/Confidential Information disclosed is to the best of its knowledge, correct. Nothing contained in this agreement shall be construed to obligate any party to disclose any information to the other parties.\n9. REMEDY FOR BREACH\nIt is understood and agreed between the parties that any breach of the obligations of confidentiality contained in this Agreement may cause the disclosing party irreparable loss. Accordingly, and in addition to any other remedies a party may have in law or equity, the disclosing party shall be entitled to obtain injunctive relief against the receiving party to prevent any further or continuing breach of the receiving party's obligations or additional damage to the disclosing party in the event such loss is in fact incurred by the disclosing party as a result of the breach or is imminent.\n10. SEVERABILITY\nIf, for any reason, a court of competent jurisdiction finds any provision of this Agreement, or any portion thereof, to be unenforceable, such decision shall not affect the validity of the remaining portion, which remaining portion shall continue in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated therefrom.\nIn the event that a portion of this Agreement shall be declared to be invalid, then the parties agree, that they shall, in good faith, negotiate with one another to replace such invalid provision with a valid provision as similar as possible to that which had been said to be invalid.\n11. TERMINATION\nThis Agreement shall govern all matters referred to herein until terminated by either party upon thirty days written notice to the other or in accordance with this Agreement. Upon termination, all information and materials shall be returned to the respective parties. Notwithstanding the termination, each party shall continue to fulfill its obligations hereunder for a period of five (5) years thereafter.\n12. MISCELLANEOUS\nAny notice or communication to be given under this Agreement shall be given if delivered in writing to the intended recipient at the address and marked for the attention of the person set out in this Agreement or as may be notified from time to time by the party concerned.\nThis Agreement shall be fully binding upon inure to the benefit of and be enforceable by the parties herein, their legal representatives and other respective successors and assigns. Each party shall not make any assignment of the Agreement or any interest therein without the prior written consent of the other party.\nThe failure of any party to insist upon or enforce strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under the Agreement shall not be construed as a waiver or relinquishment to any extent of such party's rights to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather the same shall remain in full force and affect.\nThe terms of this Agreement are confidential and shall not be disclosed to third parties without the written consent of all parties, accept to the extent required by a court or regulatory agency of competent jurisdiction.\n13. GOVERNING LAW\nThis Agreement shall be governed by, construed and enforced in accordance with California Law.\nIN WITNESS WHEREOF, the parties have hereunto set their hands the day and year first written above.\nCREATIVE LABS, INC PACIFIC MAGTRON, INC.\nSignature: /s/ Joseph R. Bowsky Signature: /s/ Ted Li\nName: Joseph R. Bowsky Name: Ted Li\nDesignation: National Sales Manager Designation: President\nOEM Division\n", "spans": [ [ 0, 51 ], [ 52, 127 ], [ 128, 136 ], [ 137, 250 ], [ 251, 382 ], [ 383, 391 ], [ 392, 570 ], [ 571, 715 ], [ 716, 1029 ], [ 1030, 1205 ], [ 1206, 1223 ], [ 1224, 1864 ], [ 1864, 2021 ], [ 2022, 2051 ], [ 2052, 2198 ], [ 2198, 2271 ], [ 2272, 2690 ], [ 2691, 2937 ], [ 2938, 3448 ], [ 3449, 3462 ], [ 3463, 3570 ], [ 3571, 3781 ], [ 3782, 3968 ], [ 3969, 4024 ], [ 4025, 4211 ], [ 4212, 4372 ], [ 4373, 4454 ], [ 4454, 4649 ], [ 4650, 4662 ], [ 4663, 4799 ], [ 4799, 5036 ], [ 5036, 5256 ], [ 5256, 5429 ], [ 5430, 5448 ], [ 5449, 6025 ], [ 6026, 6042 ], [ 6043, 6301 ], [ 6301, 6519 ], [ 6519, 6603 ], [ 6604, 6615 ], [ 6616, 6713 ], [ 6714, 6733 ], [ 6734, 6978 ], [ 6978, 7104 ], [ 7105, 7125 ], [ 7126, 7305 ], [ 7305, 7720 ], [ 7721, 7737 ], [ 7738, 8103 ], [ 8104, 8388 ], [ 8389, 8404 ], [ 8405, 8580 ], [ 8580, 8673 ], [ 8673, 8811 ], [ 8812, 8829 ], [ 8830, 9103 ], [ 9104, 9286 ], [ 9286, 9421 ], [ 9422, 9831 ], [ 9832, 10053 ], [ 10054, 10071 ], [ 10072, 10166 ], [ 10167, 10266 ], [ 10267, 10307 ], [ 10308, 10361 ], [ 10362, 10397 ], [ 10398, 10456 ], [ 10457, 10469 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 18, 52 ] }, "nda-15": { "choice": "Entailment", "spans": [ 29, 30 ] }, "nda-10": { "choice": "Entailment", "spans": [ 59 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 11 ] }, "nda-19": { "choice": "Entailment", "spans": [ 40, 53 ] }, "nda-12": { "choice": "Entailment", "spans": [ 20, 23 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 18, 31 ] }, "nda-3": { "choice": "Entailment", "spans": [ 12, 34 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 16 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 20, 27 ] }, "nda-13": { "choice": "Entailment", "spans": [ 20, 22 ] }, "nda-5": { "choice": "Entailment", "spans": [ 16 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001077050/000095014799000049/0000950147-99-000049.txt" }, { "id": 468, "file_name": "1077150_0001077048-99-000003_document_23.txt", "text": "NON-DISCLOSURE AGREEMENT\nThe parties to this Agreement are Anonymous Data Corporation (hereinafter ADC) and BATTELLE MEMORIAL INSTITUTE, PACIFIC NORTHWEST DIVISION (hereinafter BATTELLE). Both parties have concluded that the following understanding will establish the conditions under which the Proprietary Information can be disclosed or exchanged.\nFor and in consideration of the mutual understandings by ADC and BATTELLE, it is hereby agreed:\n1. \"Proprietary Information\" is confidential and proprietary information relating to: 1) Protection of employee medical records relative to drug testing results, 2) Protection of medical records relative to infectious disease testing, 3) Protection of genetic testing records, and 4) Biometric identification of patients and results in the fields of pharmacy, blood banking, radiology and laboratory specimens; and related projects.\n2. All disclosures of \"Proprietary Information\" will be in writing and marked \"PROPRIETARY' or equivalent words by ADC at the time such writings are first furnished to BATTELLE.\n3. BATTELLE and its representative(s) shall maintain the identified Proprietary Information in confidence for a period of three (3) years from the effective date of this Agreement. During this period, BATTELLE shall not divulge such information to any third party or use such information for any purpose other than review and evaluation without the prior written consent of ADC. BATTELLE shall treat such information with the same degree of care as it accords to its own proprietary information.\n4. It is understood by the parties that this obligation of confidentiality shall not apply to information which:\n1. is published or becomes published or otherwise becomes generally available to the public through no breach of this Agreement by BATTELLE; or\n2. BATTELLE can show was properly in its possession prior to receipt of the disclosure from ADC; or\n3. is independently developed by BATTELLE staff not having access to ADC Proprietary Information as demonstrated by competent documentary evidence; or\n4. becomes available to BATTELLE from an independent source without breach of agreement or violation of law; or\n5. is required to be disclosed pursuant to proper governmental or judicial process, provided that notice of such process is promptly provided to ADC in order that ADC may have every reasonable opportunity to intervene in such process to contest such disclosure\n5. Proprietary Information disclosed hereunder shall remain the property of ADC. No license under any patent, copyright, trademark or trade secret is granted or implied.\n6. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington and any action brought to enforce any provision or obligation hereunder shall be brought in a court of competent jurisdiction in the State of Washington. The prevailing party in any such proceeding shall be entitled to receive from the other party all reasonable attorneys' fees incurred by such prevailing party and all costs reasonably incurred in connection therewith.\nThe term of this Agreement shall be one (1) year, or as extended by written modification. Article 3 shall survive termination. The effective date of this Agreement shall be determined by the date affixed hereto by the party last signing this Agreement.\nBATTELLE MEMORIAL INSTITUTE ANONYMOUS DATE CORPORATION\nPACIFIC NORTHWEST DIVISION\nBY:/s/ Laurie Berube BY:/s/James Beecham\nPRINTED NAME Laurie P. Berube PRINTED NAME James E. Beecham\nTITLE Contracting Officer TITLE President / CEO\nDATE______May 8, 1998________________ DATE_______May 4, 1998_____________\n", "spans": [ [ 0, 24 ], [ 25, 188 ], [ 188, 349 ], [ 350, 445 ], [ 446, 532 ], [ 532, 608 ], [ 608, 681 ], [ 681, 727 ], [ 727, 878 ], [ 879, 1056 ], [ 1057, 1238 ], [ 1238, 1436 ], [ 1436, 1552 ], [ 1553, 1665 ], [ 1666, 1809 ], [ 1810, 1909 ], [ 1910, 2060 ], [ 2061, 2172 ], [ 2173, 2433 ], [ 2434, 2515 ], [ 2515, 2603 ], [ 2604, 2866 ], [ 2866, 3083 ], [ 3084, 3174 ], [ 3174, 3211 ], [ 3211, 3336 ], [ 3337, 3391 ], [ 3392, 3418 ], [ 3419, 3426 ], [ 3426, 3459 ], [ 3460, 3473 ], [ 3473, 3503 ], [ 3503, 3519 ], [ 3520, 3526 ], [ 3526, 3567 ], [ 3568, 3641 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 19, 20 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 4, 5, 6, 7, 8 ] }, "nda-1": { "choice": "Entailment", "spans": [ 9 ] }, "nda-19": { "choice": "Entailment", "spans": [ 24 ] }, "nda-12": { "choice": "Entailment", "spans": [ 13, 16 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 11 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 13, 18 ] }, "nda-13": { "choice": "Entailment", "spans": [ 13, 17 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 11 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001077150/000107704899000003/0001077048-99-000003.txt" }, { "id": 469, "file_name": "1077150_0001077048-99-000003_document_25.txt", "text": "NON-DISCLOSURE AND NON-CIRCUMVENT AGREEMENT\nThis AGREEMENT is entered into effective this18th day of June 1998, Between Anonymous Data Corporation, (hereinafter \"ADC\"), having its principal office at 4340 S. Valley View Drive, Suite 210, Las Vegas, Nevada 89103, and Polaroid Corporation, having principal office at Technology Square, Cambridge, MA 02139.\nWHEREAS, the above parties contemplate discussions concerning ADC's involvement in the business of using biometrics in the medical field, both domestically and internationally. The discussions in particular shall be for the following purpose(s): 1) Protection of employee medical records relative to drug testing results, 2) Protection of medical records relative to infectious disease testing, 3). Protection of genetic testing records, and 4). Biometric identification of patients and results in the fields of pharmacy, blood banking, radiology and laboratory specimens; and related projects. And\nWHEREAS, in order to facilitate such discussions, certain confidential and proprietary information, including without limitation technical, patented, financial, or business information and trade secrets, may be disclosed between the parties.\nNOW THEREFORE, for good and valuable consideration and intending to be legally bound, the parties agree as to the following:\n1. The term \"Information\", as used in this Agreement, means all specifications, drawings, sketches, models, samples, reports, plans, forecasts, current or historical data, computer programs or documentation and all other technical, financial or business data, as well as any trade secrets or other information concerning the business, customers, methods, operations and services of a party.\n2. \"Proprietary Information\" is defined as information of the disclosing party, not generally available to the public, which the disclosing party desires to protect against unrestricted disclosure or competitive use.\n3. All information of the disclosing party disclosed to or otherwise available to the other party as a result of the discussions hereunder or subsequent work with each other shall be protected hereunder as Proprietary Information of the disclosing party unless:\na. if in writing or other tangible form, it is conspicuously labeled by the disclosing party as not Proprietary Information; and\nb. if oral, it is identified by the disclosing party as not proprietary Information.\nEither party shall have the right to change any information incorrectly designated as not Proprietary by written notification as soon as practical after such error is determined. The party receiving said notification shall, from that time forward, treat such information as Proprietary Information.\n4. All disclosures of Proprietary Information between the parties pursuant to this Agreement shall be made by or under the supervision of a Designated Coordinator for each party (identified in Paragraph 12 below). Such Designated Coordinators shall first agree what Information submitted by the disclosing party is not Proprietary Information before the receiving party accepts the Information as not Proprietary Information.\n5. Except as otherwise specified and subject to the provisions of Paragraph 6 below with respect to any Proprietary Information provided hereunder, the receiving party shall use the highest degree of care and discretion to limit disclosure of such Proprietary Information including taking steps:\na. to restrict disclosure of Proprietary Information solely to its employees with a need to know and not disclose such Proprietary Information to any other parties;\nb. to advise all employees and Authorized Advisors of receiving party with access to the Proprietary Information of the obligation for protecting the Proprietary Information as provided hereunder; and\nc. to use the Proprietary Information provided hereunder only for purposes directly related to the Purposes described first above herein and for no other purposes.\nThe \"Authorized Advisor\" is such other person(s), who is an advisor to receiving party necessary for the Purposes described first above, who disclosing party in writing has authorized to receive Proprietary Information of disclosing party, and who agrees in writing to the satisfaction of disclosing party to be bound by the terms hereof. Proprietary Information may not be reproduced or copied, in part or in whole, without the prior written consent of the disclosing party.\n6. All Proprietary Information (including any reproductions and copies thereof) shall remain the property of the disclosing party and shall be returned by the receiving party to the disclosing party upon request. No disclosure of any Proprietary Information hereunder shall be construed a public disclosure of such Proprietary Information by either party for any purpose whatever. The obligations imposed upon either party herein shall not apply to Information whether or not designated as Proprietary Information which is disclosed pursuant to a valid order of a court or other governmental\nbody or any political subdivision thereof; provided, however, that the recipient of the order shall first have given notice to the disclosing party and made a reasonable effort to obtain a protective order requiring that the Information and/or documents so disclosed to be used only for the purposes for which the order was issued.\n7. ADC and Polaroid agree to make full disclosure of any business dealings or arrangements with third parties, persons, or entities introduced by the other party in connection with such Confidential Information and/or projects. The spirit of mutual trust and confidence and equitable treatment, shall be the underlying principle of this undertaking, and ADC and Polaroid agree to adhere thereto.\n8. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Proprietary Information disclosed to the receiving party. If the parties hereto decide to enter into any arrangement regarding any Proprietary Information develops herefrom it shall only be done on the basis of a separate written agreement between them.\n9. ADC and Polaroid hereby agree not to circumvent, or to attempt to circumvent, this Agreement in an effort to deprive the other party to this agreement of fees, commissions or other remuneration, in connection with the use of Confidential Information and/or in pursuit of the above listed purposes and projects, and both parties shall indemnify the other against any circumvention or attempt to circumvent by the offending party.\n10. The furnishing of Proprietary Information hereunder shall not obligate either party to enter into any further agreement or negotiation with the other or to refrain from entering into an agreement or negotiation with any other party.\n11. In the event either party discloses, disseminates or releases any Proprietary Information received from the other party or threatens to do so, except as authorized hereunder, such disclosure, dissemination or release will be deemed a material breach of this Agreement and the disclosing party may demand prompt return of all Proprietary Information previously provided to such party and obtain a preliminary and permanent injunction enjoining any such disclosure, dissemination or release. The provisions of this paragraph are in addition to any other legal right or remedies the party whose Proprietary Information has been disclosed, disseminated or released may have under federal or state law including without limitation, any claims for disclosing party's direct and consequential damages. The prevailing party in any dispute hereunder shall be entitled to its costs and expenses in connection with enforcement and any claim for damages for any violation of this Agreement, including its reasonable attorneys' fees and court costs.\n12. The Designated Coordinator for: Polaroid Corporation\nName: _______________________________\nAddress: _____________________________\nCity, State: ___________________________\nTelephone: ___________________________\nFOR Anonymous Data Corporation:\nJames E. Beecham, MD, President\nAnonymous Data Corporation\n4340 S. Valley View Drive, Suite 210\nLas Vegas, NV 89103\nTelephone: (702) 221-0756\nFax: (702) 227-8413\nEach party may change its Designated Coordinator at any time during the term of this Agreement by notifying the Designated Coordinator for the other party in writing. All notices hereunder shall be in writing and mailed, faxed, or delivered to the Designated Coordinator at the place or fax number listed above.\n13. This agreement shall be effective, covering all present and future negotiations by and between ADC and Polaroid concerning the use by ADC and Polaroid of such Confidential Information and/or projects from the date of this Agreement and shall continue for three (3) years. If ADC and Polaroid enter into any collateral agreements during this three year period, the provisions of this Non-disclosure and Non-circumvent agreement shall remain effective and in force until the expiration of any such subsequent or collateral agreements.\n14. This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous oral or written agreements and representations with regard to the subject matter thereof. This Agreement may not be modified except by writing signed by both parties. If any provision of this Agreement shall be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.\n15. This Agreement shall be governed by the laws of the Nevada.\nIN WITNESS WHEREOF, authorized officers of the parties have executed this Agreement the date stated below, to be effective the date and year first above written.\n", "spans": [ [ 0, 43 ], [ 44, 355 ], [ 356, 533 ], [ 533, 602 ], [ 602, 678 ], [ 678, 751 ], [ 751, 755 ], [ 755, 798 ], [ 798, 802 ], [ 802, 951 ], [ 951, 954 ], [ 955, 1196 ], [ 1197, 1321 ], [ 1322, 1712 ], [ 1713, 1929 ], [ 1930, 2191 ], [ 2192, 2320 ], [ 2321, 2405 ], [ 2406, 2585 ], [ 2585, 2704 ], [ 2705, 2919 ], [ 2919, 3130 ], [ 3131, 3426 ], [ 3427, 3591 ], [ 3592, 3792 ], [ 3793, 3956 ], [ 3957, 4296 ], [ 4296, 4432 ], [ 4433, 4646 ], [ 4646, 4814 ], [ 4814, 5024 ], [ 5025, 5356 ], [ 5357, 5585 ], [ 5585, 5752 ], [ 5753, 5937 ], [ 5937, 6132 ], [ 6133, 6564 ], [ 6565, 6801 ], [ 6802, 7296 ], [ 7296, 7601 ], [ 7601, 7842 ], [ 7843, 7899 ], [ 7900, 7906 ], [ 7906, 7937 ], [ 7938, 7947 ], [ 7947, 7976 ], [ 7977, 7990 ], [ 7990, 8017 ], [ 8018, 8029 ], [ 8029, 8056 ], [ 8057, 8088 ], [ 8089, 8120 ], [ 8121, 8147 ], [ 8148, 8184 ], [ 8185, 8204 ], [ 8205, 8216 ], [ 8216, 8230 ], [ 8231, 8236 ], [ 8236, 8250 ], [ 8251, 8418 ], [ 8418, 8562 ], [ 8563, 8839 ], [ 8839, 9099 ], [ 9100, 9306 ], [ 9306, 9383 ], [ 9383, 9523 ], [ 9524, 9587 ], [ 9588, 9749 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 28, 34 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 11, 13 ] }, "nda-1": { "choice": "Entailment", "spans": [ 15, 16, 17 ] }, "nda-19": { "choice": "Entailment", "spans": [ 62 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 28 ] }, "nda-3": { "choice": "Entailment", "spans": [ 15, 17 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 22, 23 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 27 ] }, "nda-8": { "choice": "Entailment", "spans": [ 30, 31 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 22, 23 ] }, "nda-4": { "choice": "Entailment", "spans": [ 22, 25 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001077150/000107704899000003/0001077048-99-000003.txt" }, { "id": 470, "file_name": "1082797_0000950131-01-501837_dex99d2.txt", "text": "NON-DISCLOSURE AGREEMENT\nThis Agreement, made and entered into as of the 30th day of March, 2001, by and between MyPoints.com, Inc., a corporation organized under the laws of the State of Delaware, having a place of business at 100 California St., 12th Floor, San Francisco, CA 94111 (\"MyPoints.com\"), and United NewVentures, a division of United Airlines, Inc. with its principal place of business at 1200 E. Algonquin Rd, Elk Grove Village, IL 60007 (\"Receiving Party\").\nWHEREAS, MyPoints.com is engaged in the business of marketing and selling online business programs and services, and owns and operates the MyPoints(R) Program, BonusMail(R) Program and other internet related programs;\nWHEREAS, Receiving Party, in conjunction with OurHouse, Inc., has indicated an interest in potentially acquiring MyPoints.com and in this regard has requested certain financial, business, technical and other information about MyPoints.com which information is proprietary to, and held as the confidential information of, MyPoints.com (hereinafter referred to as the \"Confidential Information\");\nWHEREAS, MyPoints.com has agreed to provide the Confidential Information to Receiving Party, and Receiving Party agrees to accept such Confidential Information only in strict accordance with the provisions of this Agreement.\nNOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the parties agree as follows:\n1. This Agreement shall bind Receiving Party and those taking under it with regard to all Confidential Information disclosed to, or obtained by, Receiving Party hereunder. For the purposes of this Agreement Confidential Information shall include all information disclosed, directly or indirectly, through any means of communication or observation, by MyPoints.com to or for the benefit of Receiving Party, that relates to or is derived from MyPoints.com's technical, business, strategic, marketing or creative affairs, or to any other matter that the Receiving Party is advised or has reason to know is the confidential or proprietary information of MyPoints.com. Any material provided by MyPoints.com to Receiving Party which is clearly designated \"Confidential\" (or other similar legend) will be presumed to be Confidential Information. The absence of any such legend, however, will not preclude the same from being deemed Confidential Information.\n2. Receiving Party agrees that receipt of Confidential Information, pursuant to this Agreement, is exclusively for the purpose of evaluating a potential acquisition of MyPoints.com and Receiving Party shall not use the Confidential Information for any other purpose.\n3. Confidential Information disclosed to Receiving Party hereunder shall:\na. not be copied or distributed, disclosed, or disseminated in any way or form by the Receiving Party to any third party without the written permission of MyPoints.com first obtained;\nb. be treated by the Receiving Party with the same degree of care to avoid disclosure to any third party as is used with respect to the Receiving Party's own proprietary and confidential information of like importance;\nc. remain the property of the MyPoints.com, and shall be returned by the Receiving Party to MyPoints.com (along with all copies thereof) promptly upon its receipt of a request from MyPoints.com to do so;\nd. not be used by Receiving Party for any purpose other than as specified herein or otherwise approved by MyPoints.com in writing.\n4. The obligations set forth in Paragraph 3 above shall not apply to any information which:\na. is already in the public domain at the time of disclosure to the Receiving Party or becomes available to the public through no breach of this Agreement by the Receiving Party;\nb. was lawfully in the Receiving Party's possession prior to receipt from the MyPoints.com;\nc. is disclosed to Receiving Party by a third party with the right to do so.\nFor the purposes of this Paragraph 4, information shall not be deemed to be in the public domain merely because any part of said information is embodied in general disclosures or because individual features, components or combinations thereof are now, or become, known to the public, provided, however, that the obligations of Paragraph 3 hereof shall not apply to any such part of said information.\n5. Unless otherwise mutually agreed in writing, the Receiving Party's obligations with respect to each item of Confidential Information shall terminate five (5) years from the date of the receipt thereof by the Receiving Party.\n6. Nothing contained herein shall obligate MyPoints.com to disclose any particular information to Receiving Party nor require Receiving Party to accept such information.\n7. This Agreement shall be effective as of the date first set forth above\n8. Receiving Party warrants and represents that it possesses all necessary power, right and authority to lawfully execute and perform the obligations set forth herein.\n9. This Agreement represents the entire understanding and agreement of the parties and supersedes all prior communications, agreements and understandings relating to the subject matter hereof. The provisions of this Agreement may not be modified, amended nor waived, except by a written instrument duly executed by both parties. This Agreement may not be assigned by Receiving Party without the prior written consent of the MyPoints.com. This Agreement is made subject to, and shall be construed under, the laws of the State of Illinois.\n10.Receiving Party agrees to keep the existence and nature of this Agreement confidential.\n11.In the event that Receiving Party becomes legally compelled to disclose any of the Confidential Information, Receiving Party shall provide MyPoints.com with prompt notice so that it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event MyPoints.com is unable to obtain such protective order or other appropriate remedy, only that portion of the Confidential Information which has been deemed by a written opinion of counsel to be legally required to be furnished, shall be disclosed, and Receiving Party will cooperate with the MyPoints.com to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.\n12.It is understood and agree that monetary damages will not be a sufficient remedy for any breach of this Agreement by the Receiving Party, and that MyPoints.com shall be entitled to specific performance and/or injunctive relief as a remedy for any such breach of this Agreement, but said remedies shall be in addition to all other remedies available at law or in equity. It is further agreed that this Agreement is made for the benefit of MyPoints.com, and that no failure or delay by MyPoints.com to enforce its rights hereunder shall operate as a waiver of any right, power or privilege under this Agreement, nor shall any single or partial exercise thereof preclude any other or further exercise thereof.\nIN WITNESS WHEREOF, an authorized representative of each respective party has executed this Agreement on the dates following their respective signatures. MyPoints.com, Inc. (\"MyPoints.com\") United NewVentures (\"Receiving Party\")\nBy: /s/ Craig S. Stevens By: Rick Poulton\nTitle: Sr. Vice President Title: Chief Financial Officer\nDate: 4\\4\\01 Date: 4\\4\\01\n", "spans": [ [ 0, 24 ], [ 25, 472 ], [ 473, 690 ], [ 691, 1085 ], [ 1086, 1310 ], [ 1311, 1529 ], [ 1530, 1702 ], [ 1702, 2194 ], [ 2194, 2369 ], [ 2369, 2480 ], [ 2481, 2747 ], [ 2748, 2821 ], [ 2822, 3005 ], [ 3006, 3224 ], [ 3225, 3428 ], [ 3429, 3559 ], [ 3560, 3651 ], [ 3652, 3830 ], [ 3831, 3922 ], [ 3923, 3999 ], [ 4000, 4399 ], [ 4400, 4627 ], [ 4628, 4797 ], [ 4798, 4871 ], [ 4872, 5039 ], [ 5040, 5233 ], [ 5233, 5369 ], [ 5369, 5478 ], [ 5478, 5577 ], [ 5578, 5581 ], [ 5581, 5668 ], [ 5669, 5672 ], [ 5672, 5973 ], [ 5973, 6435 ], [ 6436, 6439 ], [ 6439, 6809 ], [ 6809, 7145 ], [ 7146, 7300 ], [ 7300, 7336 ], [ 7336, 7374 ], [ 7375, 7416 ], [ 7417, 7473 ], [ 7474, 7487 ], [ 7487, 7493 ], [ 7493, 7499 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 11, 14 ] }, "nda-10": { "choice": "Entailment", "spans": [ 30 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 3, 7 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 8, 9 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 11, 14 ] }, "nda-3": { "choice": "Entailment", "spans": [ 7 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 11, 12 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 11, 12 ] }, "nda-8": { "choice": "Entailment", "spans": [ 32 ] }, "nda-13": { "choice": "Entailment", "spans": [ 16, 19 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 10, 11, 15 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001082797/000095013101501837/0000950131-01-501837.txt" }, { "id": 472, "file_name": "1085220_0001014909-04-000090_exh6_3.txt", "text": "Exhibit 6.3\nMUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Mutual Confidentiality and Non-Disclosure Agreement (the \"Agreement\") is entered in to as of 19th day of June, 2003 by and between ULTIMATTE CORPORATION, a California corporation (\"Ultimatte\") and SBS INTERACTIVE, CO., a Florida corporation, a successor by way of purchase of High Plateau Holdings, Inc., an Ontario corporation, (\"SBS\").\nRECITALS\nA. The parties hereto are also parties to that certain Amended And Restated Design And Development Agreement of even date related to the development of the \"Keyer unit\" (as defined therein). Pursuant to that agreement, the parties have undertaken certain obligations to keep confidential information relating to the Keyer Unit.\nB. The parties hereto anticipate and expect to discuss and exchange information relating to future products, technology and other matters that may be in their mutual benefit.\nC. The parties may, in conjunction with the aforesaid, disclose to each other proprietary and/or confidential information including but not limited to information relating to imaging techniques, algorithms, processes, products, business plans, practices and strategies, discoveries, ideas, concepts, inventions, know-how, techniques, designs, specifications, blueprints, diagrams, models, prototype, flow charts, data, computer programs, and other technical, financial or commercial information whether in written, oral or other tangible or intangible forms (collectively, the \"other Confidential Information\").\nD. The parties intend by this Agreement to set forth their agreement to safeguard the other party's other confidential information and not to disclose or use it for any purpose not permitted by the other party.\nTERMS AND CONDITIONS\nNOW THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged and the covenants contained herein and intending to be legally bound hereby, it is hereby agreed by the parties hereto as follows:\n1. Duty to Keep Confidential. Each party receiving other confidential information (\"Receiving Party\") belonging to or received from the other party (the \"Disclosing Party\") shall safeguard the Disclosing Party's Other Confidential Information and shall not disclose it (or any concepts, inventions or other information derived there from) to third parties (unless required by any judicial or governmental request, requirement or order) or to use it (or any concepts, inventions or other information derived there from) for any purposes other than evaluation without the express prior written consent of the Disclosing Party set forth in a separate written consent.\n2. Identification. The disclosing Party shall identify the written Other Confidential Information or any other Confidential Information disclosed in tangible media by marketing it \"Confidential\" or \"Proprietary\" or \"Secret\" or words of similar import. Other Confidential Information disclosed orally shall be thereafter summarized by the Disclosing party and the summary provided to the Receiving Party clearly identifying that such information is other party that was not known by such party or commonly known in the public domain shall be presumed to be other confidential for purposes of this Agreement.\n3. Restriction on Access. The Receiving Party shall to use all reasonable care, but in no event less than the same degree of care that it uses to protect its own confidential information of similar importance, to prevent the unauthorized use, disclosure, publication or dissemination of the other Party's Other Confidential Information (and any concepts, inventions or other information derived there from). Each party shall restrict access to the other party's other confidential information (and any concepts, invention or other information derived there from) to only those of its employees, representatives or advisors to whom such access is reasonably necessary or appropriate for carrying out the permitted use of such other confidential information. Each party shall to obtain Non-Disclosure Agreements containing appropriate restrictions on the persons signing the same prior to disclosing other confidential information (or any concepts, inventions or other information derived there from) to such persons.\n4. Return of Other Confidential Information. Other Confidential Information (and all concepts, inventions and other information derived there from) shall be deemed, as between the parties hereto, to be the property of the Disclosing party and the Receiving Party will, upon receipt of a written request from the Disclosing Party, return to the Disclosing Party all such other Confidential Information (and any concepts, inventions or other information derived there from) that is maintained in tangible form and destroy all such information maintained in electronic or other intangible media together with all copies or extracts thereof.\n5. No Warranty. Each of parties mutually acknowledge that the Disclosing Party makes no representation or Warranty as to the reliability, accuracy or completeness of Confidentiality Information and that any representation or warranty that may be requested or given shall be set forth in a separate writing signed by the party making that representation or warranty.\n6. Injunctive Relief. The parties acknowledge that the breach of threatened breach of this Agreement may result in irreparable injury to the Disclosing Party and that, in addition to its other remedies, the Disclosing Party shall be entitled to injunctive relief to restrain any threatened or continued breach of this Agreement. The parties hereby waive any requirement for the posting of a\nbond or other security in connection with the granting to the Disclosing Party of such injunctive relief.\n7. Miscellaneous. No failure or delay if either party in exercising its rights herein shall be deemed to be a waiver of such rights unless expressly made in writing by the party waiving its rights. This Agreement contains the entire understanding between the parties with respect to the other Confidential Information (and all concepts, inventions or other information derived there from) and this Agreement may not be terminated, modified, amended or waived orally but only through a writing signed by an authorized representative of the party against whom it is sought to be enforced. There are no representations or warrants except as expressly stated herein. This Agreement may be delivered by facsimile and in any number of originality signed counterparts, each of which shall constitute an original, but all of which, when taken together, shall be considered one document.\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written by persons duly authorized.\nULTIMATTE CORPORATION SBS INTERACTIVE, CO.\nBy: /s/ Lynne Sauve By: /s/ Todd Gotlieb\nNAME: Lynne Sauve Todd Gotlieb\nTITLE: President President\n", "spans": [ [ 0, 11 ], [ 12, 63 ], [ 64, 406 ], [ 407, 415 ], [ 416, 607 ], [ 607, 743 ], [ 744, 918 ], [ 919, 1530 ], [ 1531, 1741 ], [ 1742, 1762 ], [ 1763, 1988 ], [ 1989, 2019 ], [ 2019, 2653 ], [ 2654, 2673 ], [ 2673, 2906 ], [ 2906, 3260 ], [ 3261, 3287 ], [ 3287, 3669 ], [ 3669, 4018 ], [ 4018, 4276 ], [ 4277, 4322 ], [ 4322, 4914 ], [ 4915, 4931 ], [ 4931, 5280 ], [ 5281, 5303 ], [ 5303, 5610 ], [ 5610, 5671 ], [ 5672, 5777 ], [ 5778, 5796 ], [ 5796, 5976 ], [ 5976, 6365 ], [ 6365, 6441 ], [ 6441, 6656 ], [ 6657, 6814 ], [ 6815, 6857 ], [ 6858, 6898 ], [ 6899, 6929 ], [ 6930, 6956 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 21 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-1": { "choice": "Entailment", "spans": [ 14, 15 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 21 ] }, "nda-3": { "choice": "Entailment", "spans": [ 7, 15 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 18 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 18 ] }, "nda-4": { "choice": "Entailment", "spans": [ 8, 12 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001085220/000101490904000090/0001014909-04-000090.txt" }, { "id": 473, "file_name": "1089717_0000898430-99-004004_document_2.txt", "text": "NON-DISCLOSURE AGREEMENT\nFOR INTERTRUST CONFIDENTIAL INFORMATION\nTHIS AGREEMENT (this \"Agreement\") is made effective as of ______________ between INTERTRUST TECHNOLOGIES CORPORATION (\"InterTrust\"), a Delaware corporation, having a place of business at 460 Oakmead Parkway, Sunnyvale, California 90486, and ___________(\"Recipient\"), an individual citizen of __________________________, residing at ___________________________________________________________, and an employee of National Westminster Bank Plc (\"NatWest\"), a United Kingdom corporation with offices at 41 Lothbury, London, England.\nThe parties agree as follows:\n1. Pursuant to a Technology Development, Marketing and License Agreement dated August 18, 1998 between InterTrust and NatWest (the \"License Agreement\"), InterTrust may disclose to NatWest certain confidential information including technical information embodied in and/or associated with InterTrust's InterTrust Technology including, without limitation, software products and/or other developments related to distributed, secure rights and/or event management, associated designs, inventions, plans, and other information (the \"Confidential Information\"), all of which such information shall conspicuously be marked with a notice or legend with the phrase \"Confidential\", as provided in the License Agreement. In consideration for such Confidential Information being provided to Recipient, Recipient agrees to be bound by the terms of this Agreement. Disclosure of InterTrust Confidential Information to Recipient, and use and disclosure of Confidential Information received by Recipient, shall occur only in accordance with the terms and conditions of this Agreement.\n2. For a period of three (3) years following the disclosure of any Confidential Information (such period to extend in perpetuity with respect to InterTrust Technology), Recipient will retain such Confidential Information in confidence, and will discuss such Confidential Information only with other NatWest employees, other individuals who are under the direct control of NatWest and work full time on NatWest premises (an \"Individual Consultant\"), -- all of whom shall have a need to know said Confidential Information and who have executed a copy of this Agreement. Recipient shall not, without the prior written permission of InterTrust's Chairman or such other InterTrust Officer as who has been designated in writing by InterTrust's Chairman (a \"Designated InterTrust Officer\"), disclose Confidential Information to any person other than as set forth immediately above. Furthermore, without express written authorization of a NatWest officer who is empowered by NatWest to provide such an authorization, the Recipient will not make copies, in whole or in part, of the Confidential Information, including translating, in whole or in part, the Confidential Information into another language and/or shipping the Confidential Information, in whole or in part, or any direct product thereof, to any other country. The undersigned will not use the Confidential Information in any manner that is not authorized by NatWest and in accordance with the License Agreement and the undersigned will use the Confidential Information solely in the exercise of NatWest's rights as provided by the License Agreement. Under no circumstances will any information subject to the export or import laws of any jurisdiction be transferred pursuant to their agreement without proper prior certification and notification of appropriate regulatory offices in applicable jurisdictions and InterTrust.\n3. The undersigned will not use Confidential Information except in fulfillment of the undersigned employee's and/or other individual's obligations with NatWest, and for no other purposes whatsoever. The undersigned understands and acknowledges that the unauthorized use of Confidential Information may cause InterTrust very substantial damage, for which damages may be impossible to measure or inadequate to compensate. Accordingly, Recipient agrees that if he or she breaches or threatens breach of any of such sections, InterTrust will have available, in addition to any other right or remedy available, the right to obtain an injunction against him or her, from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement, and Recipient hereby consents to the issuance of such injunction and to the ordering of specific performance under such circumstances.\n4. The undersigned will return all physical embodiments of Confidential Information in the undersigned's possession to InterTrust promptly upon request by InterTrust, and in no event later than fifteen (15) days thereafter.\n5. Notwithstanding any thing else in this Agreement, the confidentiality restrictions of this Agreement shall not apply to information that: (i) is or becomes known to the public through no breach of any of the undersigned's obligations under this Agreement, or NatWest's or any other NatWest employee's, obligations of confidentiality to NatWest and/or to InterTrust; (ii) was known to Recipient prior to its disclosure by InterTrust, as evidenced through written documentation; (iii) shall have been independently developed by the Recipient without any reliance on or use of any InterTrust Confidential Information, as demonstrated through written documentation; or (iv) shall have been rightfully supplied to Recipient, with no obligation of confidentiality or non-use from a third party without any breach of any obligation of confidentiality to InterTrust or NatWest (as applicable) as of the date such information is so supplied. In addition, the Recipient shall be entitled to disclose Confidential Information pursuant to a court order issued by a court of competent jurisdiction or as otherwise required by law; provided that the undersigned shall provide prompt advance notice thereof to InterTrust to enable InterTrust to seek a protective order or otherwise prevent such disclosure and shall disclose no more than the minimum information required by such court order or by law.\n6. If any provision or portion thereof in this Agreement shall be found or be held by a court of competent jurisdiction to be illegal, invalid or unenforceable in any jurisdiction in which this Agreement is being performed, then this Agreement shall nevertheless be given full force and effect without said provision or portion. This Agreement may not be modified except by written agreement dated subsequent to the date of this Agreement and signed by both parties. This agreement shall be governed by and construed under the laws of the United States of America and the Commonwealth of Virginia, USA, without reference to conflicts of laws principles. All disputes arising out of or relating to the subject matter of this Agreement shall be subject to the exclusive jurisdiction and venue of the United States District Court for the Eastern District of Virginia, Alexandria Division Virginia, or if jurisdiction does not properly lie in such court, the Commonwealth courts in Alexandria, Virginia. The parties consent to the personal and exclusive jurisdiction and venue of such court and waive any argument that jurisdiction or venue in such court is improper or inconvenient.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.\nInterTrust Technologies Corporation Employee\nBy: _____________________ By:_________________________\nTitle:___________________ Title:______________________\n", "spans": [ [ 0, 24 ], [ 25, 64 ], [ 65, 138 ], [ 138, 357 ], [ 357, 385 ], [ 385, 397 ], [ 397, 594 ], [ 595, 624 ], [ 625, 1335 ], [ 1335, 1476 ], [ 1476, 1693 ], [ 1694, 2262 ], [ 2262, 2569 ], [ 2569, 3008 ], [ 3008, 3298 ], [ 3298, 3571 ], [ 3572, 3771 ], [ 3771, 3992 ], [ 3992, 4519 ], [ 4520, 4743 ], [ 4744, 4885 ], [ 4885, 5113 ], [ 5113, 5224 ], [ 5224, 5412 ], [ 5412, 5680 ], [ 5680, 6133 ], [ 6134, 6463 ], [ 6463, 6601 ], [ 6601, 6788 ], [ 6788, 7134 ], [ 7134, 7313 ], [ 7314, 7410 ], [ 7411, 7455 ], [ 7456, 7460 ], [ 7460, 7482 ], [ 7482, 7510 ], [ 7511, 7537 ], [ 7537, 7565 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Entailment", "spans": [ 8 ] }, "nda-1": { "choice": "Entailment", "spans": [ 8 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 20, 23 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 11 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 13 ] }, "nda-8": { "choice": "Entailment", "spans": [ 25 ] }, "nda-13": { "choice": "Entailment", "spans": [ 20, 24 ] }, "nda-5": { "choice": "Entailment", "spans": [ 11 ] }, "nda-4": { "choice": "Entailment", "spans": [ 14, 16 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001089717/000089843099004004/0000898430-99-004004.txt" }, { "id": 474, "file_name": "1089786_0000912057-00-052660_a2032473zex-99_e2.txt", "text": "[Lanier Worldwide, Inc. Letterhead]\nJune 22, 2000\nRicoh Company, Ltd.\n15-5 Minami-Aoyama 1-chome\nMinato-ku, Tokyo 107-8544\nJapan\nAttention: Masami Takeiri\nDirector\nGentlemen:\nIn connection with the consideration by you and Lanier Worldwide, Inc., a Delaware corporation (the \"Company\"), of a possible negotiated transaction, the Company and you expect to make available to one another certain nonpublic information concerning their respective businesses, financial condition, operations, personnel, assets and liabilities. As a condition to such information being furnished to each party and its directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, \"Representatives\"), each party agrees to treat any such nonpublic information concerning the other party (whether prepared by the disclosing party, its advisors or otherwise and irrespective of the form of communication) which is furnished hereunder to a party or to its Representatives by or on behalf of the disclosing party (herein collectively referred to as the \"Evaluation Material\") in accordance with the provisions of this Agreement, and to take or abstain from taking certain other actions hereinafter set forth.\n1. EVALUATION MATERIAL. The term \"Evaluation Material\" also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by each party or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto which is not available to the general public. The term \"Evaluation Material\" does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives; (ii) was within the receiving party's possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the disclosing party or any other party with respect to such information; (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the disclosing party or any other party with respect to such information; (iv) is independently developed by the recipient without use of Evaluation Material; or (v) is disclosed by the recipient or its Representatives with the disclosing party's prior written consent.\n2. USE OF EVALUATION MATERIAL. Each party hereby agrees that it and its Representatives shall use the other party's Evaluation Material solely for the purpose of evaluating, negotiating and consummating a possible transaction between the parties, and that the disclosing party's Evaluation Material will be kept confidential and each party and its Representatives will not disclose or use for purposes other than the evaluation, negotiation and consummation of a transaction any of the other party's Evaluation Material in any manner whatsoever; provided, however, that (i) the receiving party may make any disclosure of such information to which the disclosing party gives its prior written consent and (ii) any of such information may be disclosed to the receiving party's Representatives who need to know such information for the sole purpose of assisting the receiving party in evaluating, negotiating and consummating a possible transaction between the parties (it being understood that such Representatives shall be informed by the receiving party of the confidential nature of such information and shall be directed by the receiving party to treat such information confidentially). In any event, the receiving party shall be responsible for any breach of this Agreement by any of its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including but not limited to court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material.\n3. NON-DISCLOSURE. In addition, each party agrees that, without the prior written consent of the other party, it and its Representatives will not disclose to any other person the fact that the Evaluation Material has been made available hereunder, that discussions or negotiations are taking place concerning a possible transaction involving the parties or any of the terms, conditions or other facts with respect thereto, including the status thereof; provided, however, that a party may make such disclosure if, in the written opinion of such party's outside legal counsel, such disclosure is necessary in order to comply with, or avoid committing a violation of, any law or any rule of any applicable stock exchange or system.\n4. REQUIRED DISCLOSURE. In the event that a party or any of its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the other party's Evaluation Material, the party requested or required to make the disclosure shall provide the other party with prompt written notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of legal counsel, legally compelled to disclose the other party's Evaluation Material to any tribunal, the party requested or required to make the disclosure or its Representative may, without liability hereunder, disclose to such tribunal only that portion of the other party's Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable efforts to preserve the confidentiality of the other party's Evaluation Material, including, without limitation, by cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party's Evaluation Material by such tribunal.\n5. TERMINATION OF DISCUSSIONS. If either party decides that it does not wish to proceed with a transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving written notice thereof. In that case, or at any time upon the request of either disclosing party for any reason, each receiving party will promptly redeliver to the disclosing party all written Evaluation Material furnished to the receiving party or its Representatives by or on behalf of the disclosing party pursuant hereto, and will not retain any copies, extracts or other reproductions in whole or in part of such written material. All documents, memoranda, notes and other writings whatsoever prepared by the receiving party or its Representatives which contain, reflect or are based upon the information in the Evaluation Material shall be destroyed or, at the receiving party's election, shall be delivered to outside legal counsel of the receiving party (where such materials shall be held in confidence, except as needed in the context of actual or threatened legal proceedings, or destroyed), and such destruction or delivery to outside counsel shall be certified in writing to the disclosing party by an authorized officer of the receiving party supervising such destruction or making such delivery to outside counsel.\n6. REPRESENTATION OF ACCURACY. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of such other party's Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.\n7. NON-SOLICITATION. In consideration of the furnishing of Evaluation Material hereunder, each party agrees that, for a period of two years from the date hereof, neither such party nor any of its controlled affiliates will solicit to employ any of the current officers or employees of the other party with whom such party has contact or who is specifically identified to such party during the period of such party's investigation of the other party with respect to a possible transaction, so long as they are employed by the other party, without obtaining the prior written consent of the other party; provided, however, that solicitation for purposes of this paragraph shall not include solicitation of employees or officers (i) who first solicit employment from such party, or (ii) who are solicited (A) by advertising in periodicals of general circulation, or (B) by an employee search firm on behalf of such party, so long as such party did not directly encourage such firm to solicit such employee or officer or any other employees or officers of the other party.\n8. STANDSTILL. You agree that, during the period commencing the date hereof and ending on November 8, 2001, unless you shall have been specifically invited in writing by the Company, neither you nor any of your affiliates will in any manner, directly or indirectly, (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any securities (or beneficial ownership thereof) or assets of the Company or any of its subsidiaries; (ii) any tender or exchange offer, merger or other business combination involving the Company or any of its subsidiaries; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; or (iv) any \"solicitation\" of \"proxies\" (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company; (b) form, join or in any way participate in a \"group\" (as defined under the Securities Exchange Act of 1934); (c) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company; (d) take any action which might force the Company to make a public announcement regarding any of the types of matters set forth in (a) above; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing. You also agree during such period not to request the Company (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence). Notwithstanding the foregoing, the preceding restrictions contained in this paragraph 8 shall cease to be applicable if a third party shall formally commence any public tender or exchange offer for the outstanding common stock of the Company or if the Company shall publicly announce any proposed merger or other business combination involving the Company pursuant to which the outstanding common stock of the Company would cease to be listed on a national stock exchange.\n9. DEFINITIVE AGREEMENT. Each party understands and agrees that no contract or agreement providing for any transaction involving the parties shall be deemed to exist between the parties unless and until a final definitive agreement has been executed and delivered. Each party also agrees that unless and until a final definitive agreement regarding a transaction between the parties has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this Agreement or otherwise except for the matters specifically agreed to herein. For purposes of this paragraph, the term \"definitive agreement\" does not include an executed letter of intent or any other preliminary written agreement. Both parties further acknowledge and agree that each party reserves the right, in its sole discretion, to provide or not provide Evaluation Material to the receiving party hereunder, to reject any and all proposals made by the other party or any of its Representatives with regard to a transaction between the parties, and to terminate discussions and negotiations at any time.\n10. MISCELLANEOUS. This Agreement is for the benefit of each party and its respective directors, officers, stockholders, affiliates, and agents, and shall be governed by and construed in accordance with the laws of the State of New York.\nPlease confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Company.\nVery truly yours,\nLANIER WORLDWIDE, INC.\nBy: /s/ James A. MacLennan\nJames A. MacLennan\nExecutive Vice President and Chief\nFinancial Officer\nAccepted and agreed as of the date first written above:\nRICOH COMPANY, LTD.\nBy: /S/ MASAMI TAKEIRI\nMasami Takeiri\nManaging Director\n", "spans": [ [ 0, 35 ], [ 36, 49 ], [ 50, 69 ], [ 70, 96 ], [ 97, 122 ], [ 123, 128 ], [ 129, 154 ], [ 155, 163 ], [ 164, 174 ], [ 175, 523 ], [ 523, 1285 ], [ 1286, 1310 ], [ 1310, 1686 ], [ 1686, 1752 ], [ 1752, 1904 ], [ 1904, 2326 ], [ 2326, 2746 ], [ 2746, 2834 ], [ 2834, 2941 ], [ 2942, 2973 ], [ 2973, 3014 ], [ 3014, 3512 ], [ 3512, 3646 ], [ 3646, 4131 ], [ 4131, 4492 ], [ 4493, 4512 ], [ 4512, 5222 ], [ 5223, 5247 ], [ 5247, 5837 ], [ 5837, 6835 ], [ 6836, 6867 ], [ 6867, 7075 ], [ 7075, 7488 ], [ 7488, 8181 ], [ 8182, 8213 ], [ 8213, 8454 ], [ 8454, 8725 ], [ 8725, 8971 ], [ 8972, 8993 ], [ 8993, 9698 ], [ 9698, 9751 ], [ 9751, 9774 ], [ 9774, 9835 ], [ 9835, 10040 ], [ 10041, 10056 ], [ 10056, 10307 ], [ 10307, 10548 ], [ 10548, 10673 ], [ 10673, 10795 ], [ 10795, 10957 ], [ 10957, 11138 ], [ 11138, 11248 ], [ 11248, 11395 ], [ 11395, 11526 ], [ 11526, 11540 ], [ 11540, 11646 ], [ 11646, 11859 ], [ 11859, 12331 ], [ 12332, 12357 ], [ 12357, 12597 ], [ 12597, 12950 ], [ 12950, 13104 ], [ 13104, 13481 ], [ 13482, 13501 ], [ 13501, 13719 ], [ 13720, 13927 ], [ 13928, 13945 ], [ 13946, 13968 ], [ 13969, 13995 ], [ 13996, 14014 ], [ 14015, 14049 ], [ 14050, 14067 ], [ 14068, 14123 ], [ 14124, 14143 ], [ 14144, 14166 ], [ 14167, 14181 ], [ 14182, 14199 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 31, 32 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 26 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 13, 17 ] }, "nda-20": { "choice": "Entailment", "spans": [ 33 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 39 ] }, "nda-7": { "choice": "Entailment", "spans": [ 10, 22, 23 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 28 ] }, "nda-13": { "choice": "Entailment", "spans": [ 13, 16 ] }, "nda-5": { "choice": "Entailment", "spans": [ 10, 22, 23 ] }, "nda-4": { "choice": "Entailment", "spans": [ 20, 21 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001089786/000091205700052660/0000912057-00-052660.txt" }, { "id": 475, "file_name": "1094017_0000921895-00-000237_document_5.txt", "text": "NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nThis agreement is entered into as of February 23, 1999, between Sulzer Orthopedics Biologics Inc. (\"SOBI\") and BIOSYNTECH LTD. (\"BIOSYNTECH\"). Mutually SOBI and BIOSYNTECH are referred to as \"The Parties\".\nWhereas, The Parties are willing to disclose information and provide access to material they regard as confidential business information (hereafter called \"Company Information\") to each other, and\nWhereas, The Parties will receive Company Information in their evaluation of possible future business relations and ongoing business, and\nNow therefore, The Parties, acknowledging mutual consideration and intending to be legally bound, agree as follows:\n1. COMPANY INFORMATION\nAs used in this agreement, the term \"Company Information\" shall mean all confidential or proprietary information and proprietary materials, including, but not limited to: trade secrets, know-how, client lists, proposed trademarks, patent applications, formulations, techniques, processes, inventions, ideas, designs, formulae, methodology, data, reports, proteins, biological substances, chemical substances and chemical compounds, including the compounds and substances resulting from a variation of the proportion of their component parts, computer software, computer software source codes, machinery, equipment, all prior and future developments, enhancements and improvements to any of the foregoing and information regarding sources of supply, business plans, patent positioning and the existence, scope and activities regarding any research, development, manufacturing, marketing or other projects of The Parties.\n\"Company Information\" shall include, without limiting the preceding, a sample (Arthroscopic Probe identified as ARTHRO-BST /Mechanical Tester identified as MACH-1/ of polymeric compounds resulting from the incorporation of varying proportions of component parts, each such compound having various physico-chemical properties, identified as BST-GEL, BST-CARGEL or other trademarks of BIOSYNTECH and bone-derived growth factor mixtures from Sulzer) and related proprietary information provided by BIOSYNTECH or Sulzer to the other Party.\n2. DISCLOSURE OF COMPANY INFORMATION\nThe Parties shall not, except with the prior written consent of the other Party, disclose to a third party, wholly or partly, Company Information disclosed by or in any other manner obtained from the other Party or from the material of the other Party to which access is granted, on or after they date first above written .\n3. USE OR SALE\nThe Parties shall use the Company Information solely for the purpose of testing and examining the Company Information to evaluate the possibility of executing an agreement for the marketing, sale and distribution of Company Information or products incorporating Company Information or other future business relations between them. The Parties shall not use the other Party's Company Information for any other purpose. In particular, but without limitation, The Parties shall not use the other Party's Company Information for the direct or indirect benefit of third parties or for consulting purposes, nor sell, lend, exchange or draw profits from the Company Information of the other Party, in whole or in part.\n4. REVERSE ENGINEERING\nThe Parties shall not make use of any reverse engineering processes or techniques, or other similar means, to obtain additional information from the Company Information disclosed or otherwise obtained from the other Party or from the material of the other Party to which access is granted, on or after the date first above written.\n5. COPIES\nThe Parties shall not make any copies, images or other reproductions of the Company Information disclosed by or otherwise obtained from the other Party.\n6. PRECAUTIONS REGARDING THIRD PARTIES\nThe Parties shall hold the Company Information in strict confidence and shall take all possible precautions to prevent the Company Information from being disclosed or made available to third parties.\n7. PRECAUTIONS REGARDING EMPLOYEES\nThe Parties shall take every possible precaution to ensure that only their employees, contractors, directors and officers who have a strict and genuine need to know have access to the Company Information.\n8. LIMIT\nThe Parties' obligations under this agreement shall not apply to any information required by law, regulation or court order to be disclosed to regulatory authorities and other governmental bodies, or which The Parties can document was available to the public or known to The Parties prior to the date first above written. These obligations shall cease as to any information which the disclosing Party can document thereafter became or becomes available to the public otherwise than as a result of a disclosure by the disclosing Party or was or is disclosed to the disclosing Party by a party unrelated to the disclosing Party that does not have a non-disclosure obligation with respect to it.\nIf Company Information of the other Party is required to be disclosed by law, regulation or court order to regulatory authorities or other governmental bodies, The Party must promptly inform the other Party before disclosing such Company Information so that the other Party may have a reasonable opportunity to contest such requirement.\n9. RETURN OF COMPANY INFORMATION\nAt any time, upon one Party's request, the other Party shall promptly redeliver to the first Party the Company Information and all materials relating to or involving Company Information of the first Party (whether prepared by the party or otherwise), and will not retain any copies, extracts or other reproductions in whole or in part regarding the Company Information. The redelivery of such material shall not relieve The Parties of their confidentiality or other obligations hereunder.\n10. TERMINATION\nThe present agreement may be unilaterally terminated by either Party in the event that the other Party becomes bankrupt or is judged to be insolvent by a court of law or if either company makes any assignment for the benefit of its creditors generally. It may also be terminated by written consent of The Parties.\n11. SURVIVAl\nTermination of the present agreement, at any time and for any reason whatsoever shall not extinguish its terms. The terms of this Non-Disclosure and Confidentiality Agreement will survive for 5 years, for the benefit of The Parties and their respective successors.\n12. ENTIRE AGREEMENT\nThis agreement, including its Schedule, constitutes the entire agreement of The Parties relating to the subject matter, supersedes all prior oral or written understandings or agreements regarding that subject matter and may not be amended, modified or cancelled except by a written instrument executed by The Parties.\n13. APPLICABLE LAW AND VENUE\nThis agreement shall be governed by and construed in accordance with the laws applicable in the province of Quebec and the venue for any dispute arising from this agreement shall be the courts of competent jurisdiction in the district of Montreal, Quebec, Canada.\nIN WITNESS THEREFORE, THE PARTIES have caused this agreement to be executed in duplicate by their respective duly authorised representatives.\n\nSulzer Orthopedics Biologics Inc. BIOSYNTECH LTD.\nby /s/ illegible by /s/ illegible\n[name of representative and title] [name of representative and title]\nPROJECT DEVELOPMENT SUKMIST VICE PRESIDENT R&D\ndate 3/2/99 date 3/1/99\n", "spans": [ [ 0, 44 ], [ 45, 172 ], [ 172, 188 ], [ 188, 250 ], [ 251, 260 ], [ 260, 447 ], [ 448, 457 ], [ 457, 585 ], [ 586, 601 ], [ 601, 701 ], [ 702, 724 ], [ 725, 1644 ], [ 1645, 2180 ], [ 2181, 2217 ], [ 2218, 2541 ], [ 2542, 2556 ], [ 2557, 2888 ], [ 2888, 2975 ], [ 2975, 3268 ], [ 3269, 3291 ], [ 3292, 3623 ], [ 3624, 3633 ], [ 3634, 3786 ], [ 3787, 3825 ], [ 3826, 4025 ], [ 4026, 4060 ], [ 4061, 4265 ], [ 4266, 4274 ], [ 4275, 4597 ], [ 4597, 4967 ], [ 4968, 5304 ], [ 5305, 5337 ], [ 5338, 5708 ], [ 5708, 5826 ], [ 5827, 5842 ], [ 5843, 6096 ], [ 6096, 6156 ], [ 6157, 6169 ], [ 6170, 6282 ], [ 6282, 6434 ], [ 6435, 6455 ], [ 6456, 6773 ], [ 6774, 6802 ], [ 6803, 7066 ], [ 7067, 7208 ], [ 7209, 7215 ], [ 7216, 7250 ], [ 7250, 7265 ], [ 7266, 7299 ], [ 7300, 7369 ], [ 7370, 7416 ], [ 7417, 7434 ], [ 7434, 7440 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 20 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 11 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 33, 38, 39 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 32 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 26 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 22 ] }, "nda-8": { "choice": "Entailment", "spans": [ 30 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 26 ] }, "nda-4": { "choice": "Entailment", "spans": [ 16, 17, 18 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001094017/000092189500000237/0000921895-00-000237.txt" }, { "id": 477, "file_name": "1095563_0000950168-99-002585_document_2.txt", "text": "MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT\n(STANDARD RECIPROCAL)\nTHIS AGREEMENT (the \"Agreement\") is made between MICROSOFT CORPORATION, a Washington corporation, and Sylvan Learning Systems, Inc. (\"COMPANY\") and entered into this 16th day of February, 1998.\nIn consideration of the mutual promises and covenants contained in this Agreement, the mutual disclosure of confidential information to each other, the parties hereto agree as follows:\n1. Confidential Information and Confidential Materials\n(a) \"Confidential Information\" means nonpublic information that Disclosing Party designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. \"Confidential Information\" includes, without limitation, information relating to released or unreleased Disclosing Party software or hardware products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to Receiving Party by any Disclosing Party Subsidiary and/or agents is covered by this Agreement.\n(b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed by Receiving Party.\n(c) \"Confidential Materials\" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable.\n2. Restrictions\n(a) Receiving Party shall not disclose any Confidential Information to third parties for five (5) years following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party's consultants as provided below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided Receiving Party shall give Disclosing Party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.\n(b) Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Material only to Receiving Party's employees or consultants on a need-to-know basis. Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable it to comply with all the provisions of this Agreement.\n(c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarized or distributed only in pursuance of Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent commingling.\n(d) Receiving Party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party.\n3. Rights and Remedies\n(a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information and/or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorized use.\n(b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information or Confidential Materials at Disclosing Party's request, or at Disclosing Party's option, certify destruction of the same.\n(c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.\n(d) Disclosing Party may visit Receiving Party's premises, with reasonable prior notice and during normal business hours, to review Receiving Party's compliance with the terms of this Agreement.\n4. Miscellaneous\n(a) All Confidential Information and Confidential Materials are and shall remain the property of Disclosing Party. By disclosing information to Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information.\n(b) If either party provides pre-release software as Confidential Information or Confidential Materials under this Agreement, such pre-release software is provided \"as is\" without warranty of any kind. Receiving Party agrees that neither Disclosing Party nor its suppliers shall be liable for any damages whatsoever relating to Receiving Party's use of such pre-release software.\n(c) Any software and documentation provided under this Agreement is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software -- Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Microsoft Corporation/One Microsoft Way/Redmond, WA 98052-6399.\n(d) Both parties agree that they do not intend nor will they, directly or indirectly, export or re-export (i) any Confidential Information or Confidential Materials, or (ii) any product (or any part thereof), process or service that is the direct product of the Confidential Information or Materials to (A) any country that is subject to U.S. export restrictions (currently including, but not necessarily limited to, Iran, Iraq, Syria, Cuba, North Korea, Libya, and Sudan), or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country; (B) to any end-user who either party knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons; or (C) to any end-user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government.\n(e) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or work with such Confidential Information, provided that such party shall maintain the confidentiality of the Confidential Information as provided herein. The term \"residuals\" means information in non-tangible form, which may be retained by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents.\n(f) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorized officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.\n(g) If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees. This Agreement shall be construed and controlled by the laws of the State of Washington, and both parties further consent to jurisdiction by the state and federal courts sitting in the State of Washington. Process may be served on either party by U.S. Mail, postage prepaid, certified or registered, return receipt requested, or by such other method as is authorized by the Washington Long Arm Statute.\n(h) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns.\n(i) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.\n(j) All obligations created by this Agreement shall survive change or termination of the parties' business relationship.\n5. Suggestions and Feedback\nEither party may from time to time provide suggestions, comments or other feedback to the other party with respect to Confidential Information provided originally by the other party (hereinafter \"Feedback\"). Both parties agree that all Feedback is and shall be entirely voluntary and shall not, absent separate agreement, create any confidentiality obligation for the Receiving Party. However, the Receiving Party shall not disclose the source of any feedback without the providing party's consent. Feedback shall be clearly designated as such and, except as otherwise provided herein, each party shall be free to disclose and use such Feedback as it sees fit, entirely without obligation of any kind to the other party. The foregoing shall not, however, affect either party's obligations hereunder with respect to Confidential Information of the other party.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement.\nCOMPANY: Sylvan Learning Systems,Inc. MICROSOFT CORPORATION\nAddress: 1000 Lancaster St. By: /s/ *\nBaltimore, MD 21202 Name: *\nBy: Steve Hoffman Title: *\nName: Date: 8-27-98\nTitle: MS Contact:\nDate: 8/25/98\n* Text omitted based upon request for confidential treatment.\n1/15/97 LE911420.028\n", "spans": [ [ 0, 46 ], [ 47, 68 ], [ 69, 262 ], [ 263, 447 ], [ 448, 502 ], [ 503, 711 ], [ 711, 1072 ], [ 1072, 1204 ], [ 1205, 1274 ], [ 1274, 1398 ], [ 1398, 1514 ], [ 1514, 1684 ], [ 1684, 1735 ], [ 1736, 1956 ], [ 1957, 1972 ], [ 1973, 2213 ], [ 2213, 2497 ], [ 2498, 2704 ], [ 2704, 2859 ], [ 2859, 3053 ], [ 3054, 3292 ], [ 3292, 3434 ], [ 3435, 3548 ], [ 3549, 3571 ], [ 3572, 4015 ], [ 4016, 4250 ], [ 4251, 4584 ], [ 4585, 4779 ], [ 4780, 4796 ], [ 4797, 4912 ], [ 4912, 5128 ], [ 5129, 5331 ], [ 5331, 5508 ], [ 5509, 5610 ], [ 5610, 5716 ], [ 5716, 5827 ], [ 5827, 5838 ], [ 5838, 5935 ], [ 5935, 6014 ], [ 6015, 6121 ], [ 6121, 6184 ], [ 6184, 6318 ], [ 6318, 6619 ], [ 6619, 6790 ], [ 6790, 6926 ], [ 6927, 7138 ], [ 7138, 7392 ], [ 7392, 7608 ], [ 7608, 7770 ], [ 7770, 7894 ], [ 7895, 8010 ], [ 8010, 8140 ], [ 8140, 8393 ], [ 8393, 8535 ], [ 8536, 8720 ], [ 8720, 8926 ], [ 8926, 9122 ], [ 9123, 9289 ], [ 9290, 9484 ], [ 9485, 9605 ], [ 9606, 9633 ], [ 9634, 9842 ], [ 9842, 10019 ], [ 10019, 10133 ], [ 10133, 10355 ], [ 10355, 10493 ], [ 10494, 10562 ], [ 10563, 10622 ], [ 10623, 10660 ], [ 10661, 10681 ], [ 10681, 10687 ], [ 10687, 10688 ], [ 10689, 10714 ], [ 10714, 10715 ], [ 10716, 10735 ], [ 10736, 10754 ], [ 10755, 10768 ], [ 10769, 10830 ], [ 10831, 10851 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 22 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 29, 30, 49 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 5 ] }, "nda-19": { "choice": "Entailment", "spans": [ 59 ] }, "nda-12": { "choice": "Entailment", "spans": [ 8, 9, 10, 11, 12, 45 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 25 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 15, 18 ] }, "nda-17": { "choice": "Entailment", "spans": [ 20 ] }, "nda-8": { "choice": "Entailment", "spans": [ 16 ] }, "nda-13": { "choice": "Entailment", "spans": [ 8, 9, 10, 11, 12, 45 ] }, "nda-5": { "choice": "Entailment", "spans": [ 18 ] }, "nda-4": { "choice": "Contradiction", "spans": [ 46 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001095563/000095016899002585/0000950168-99-002585.txt" }, { "id": 481, "file_name": "1100182_0001107049-00-000014_document_23.txt", "text": "NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT\nThis Non-Circumvention and Non-Disclosure Agreement (hereinafter referred to as the \"Agreement\" is made this 6th of February, 1999 by and between High Speed Net Solutions and R. J. Seifert Enterprises. Collectively, all the parties hereto may be referred to hereinafter as the \"Parties\", shall include both disclosing party and informed party without prejudice.\nWhereas, the Parties wish to associate themselves for the purpose of working together for their individual and common benefit.\nNow, therefore, in consideration of the representations, agreements, promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:\n1. The Parties agree to abide by the following rules of non-circumvention and non-disclosure for a period of Two years from the effective date hereof. Such covenant and agreement shall survive termination of this Agreement for any reason whatsoever.\na) Each Party, for itself and its associates as defined below, represents and warrants that it shall not conduct business with any sources or contacts, or said source's or contact's associates as defined below, that are originally made known and/or available by another Party hereto, at any time or in any manner, without the express written permission (not to be unreasonably withheld) of the Party who made the source(s) known and/or available.\nb) For purposes of this Agreement, the term \"associates\" or \"contacts\" shall be defined as: in the case of a business entity its officers, directors, affiliates, subsidiaries, associated entities, and any other business entity in which the business entity owns five percent (5%) or more of the outstanding equity interest.\nc) The Parties will maintain complete confidentiality regarding this Agreement and all transactions occurring thereunder, each other's business, business sources and affiliates and each other's propriety knowledge and know-how, and will disclose such information only pursuant to the express written permission of the party who made such information available save where such information deemed to be in the public domain or under the order of a competent Court or Government Agency.\nd) This Agreement and each additional agreement concluded or written or verbal disclosure made between the Parties, shall be kept confidential and is not to be reproduced, communicated or distributed in any manner whatsoever except on a \"need to know\" basis to persons directly involved with the closing of any transaction contemplated between the Parties, or legal counsel of a Party.\ne) It is understood and agreed that by reason of this \"Agreement\" the \"Parties\" that are involved during the course of business transactions may learn from one another, or from the principals the names, addresses, telephone numbers of lenders, agents, brokers, clients or others hereafter referred to as \"Contracts\" and or \"Associates\".\nf) It is understood and agreed that the \"Contracts\" of each party hereto are and shall be recognized as exclusive and valuable \"Contracts\" and that the parties will not directly or indirectly negotiate or participate in any transaction circumventing the party who first provided the \"Contract\".\n2. The Agreement is valid and effective for all purposes, business, communications, negotiations, disclosures and transactions of whatever nature between the Parties for a period of two (2) years from the effective date hereof.\n3. Each Party represents, warrants and covenants that all information furnished by said party, or to be furnished by said Party, or to any other Party or Parties hereto is, or will be, true, complete, correct and accurate to best of said Party's knowledge, ability and belief.\n4. In the event of circumvention by the \"Parties\" involved in this transaction, either directly or indirectly, it is agreed and guaranteed that a monetary penalty will be paid by the person or persons engaged in or circumvention. This payment will additionally include all reasonable legal expenses incurred by the aggrieved party.\n5. This Agreement contains the entire and complete understanding existing between the Parties of the date of its execution regarding the subject matters contained herein, and all former representations, promises or covenants, whether written or verbal, are null and void.\n6. This Agreement may be modified only by written agreement duly executed by all Parties hereto.\n7. This Agreement shall be binding upon, and inure to the benefit of the heirs, legal representatives, successors, designees, and/or assigns of the Parties. The executor, administrator, or personal representative of a deceased party shall execute and deliver any document(s) or legal instrument(s) necessary or desirable to carry out the provisions hereof.\n8. Any written notice required or allowed to be given hereunder shall be deemed to have been duly and properly given and delivered (a) as of the date actually hand delivered to the Party to be charged with receipt.\n9. Any copy of this Agreement, or any other documents executed and/or signed by any of the Parties hereto, and sent to another Party hereto by facsimile transmission carries the full force and effect as if it were the hand delivered original.\n10. This Agreement was negotiated and prepared jointly by all Parties hereto, and each Party acknowledges that they have had ample opportunity to consult legal, financial and other counsel concerning all aspects, terms and condition of this Agreement. This Agreement may be executed in multiple counterpart copies, each of which shall be deemed a duplicate original.\n11. No party shall be considered or adjudged to be in violation of this Agreement when the violation is due to situations beyond the said party's control, such as acts of God, civil disturbances, theft, or said Party's connections having prior knowledge or possession of privileged information, contacts, or contacts without the disclosure, intervention or assistance of said party or aid Parties associates as defined herein. Essentially, the spirit behind this Agreement is one of mutual trust, confidence and reliance upon each party to do what is fair and equitable.\n12. This Agreement is a full recourse agreement concluded under the laws of Pennsylvania and said forum shall be applicable law covering the construction, interpretation, execution, validity, enforceability, performance, and any other such matters in respect to this Agreement, including any breach or claim of breach hereof.\n13. This Agreement shall be governed by law and construed to be in accordance with the laws of the State of Pennsylvania applicable to contracts made and to be performed solely in such State by parties thereof. Any dispute arising out of this Agreement shall be adjudicated in arbitration under the rules of the American Arbitration Association. The prevailing party in any dispute shall be reimbursed reasonable attorneys fees.\nIN WITNESS WHEREOF, THE \"PARTIES\" HERETO HAVE EXECUTED THIS \"AGREEMENT\" ON THE DATES SET FORTH BELOW.\nAgreed, executed and acknowledged on 2/9/99 , 1999\n/s/ Michael M. Cimino /s/ Richard Seifert 02/08/99\n--------------------------------- --------------------------------\nMike Cimino for High Speed Net Richard Seifert for R J Seifert\nSolutions Enterprises\n", "spans": [ [ 0, 46 ], [ 47, 249 ], [ 249, 408 ], [ 409, 535 ], [ 536, 778 ], [ 779, 930 ], [ 930, 1028 ], [ 1029, 1475 ], [ 1476, 1798 ], [ 1799, 2282 ], [ 2283, 2668 ], [ 2669, 3005 ], [ 3006, 3300 ], [ 3301, 3528 ], [ 3529, 3805 ], [ 3806, 4036 ], [ 4036, 4137 ], [ 4138, 4409 ], [ 4410, 4506 ], [ 4507, 4664 ], [ 4664, 4863 ], [ 4864, 4995 ], [ 4995, 5078 ], [ 5079, 5321 ], [ 5322, 5574 ], [ 5574, 5688 ], [ 5689, 6116 ], [ 6116, 6259 ], [ 6260, 6585 ], [ 6586, 6797 ], [ 6797, 6932 ], [ 6932, 7014 ], [ 7015, 7116 ], [ 7117, 7167 ], [ 7168, 7210 ], [ 7210, 7218 ], [ 7219, 7253 ], [ 7253, 7285 ], [ 7286, 7348 ], [ 7349, 7370 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 13 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 9 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 6 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 10 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "Entailment", "spans": [ 10 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 10 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001100182/000110704900000014/0001107049-00-000014.txt" }, { "id": 483, "file_name": "1101204_0001085037-00-000208_0015.txt", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Agreement is entered into by and between ENTERA INC., a Delaware Corporation (\"Entera\") with its principal place of business at 40971 Encyclopedia Circle, Fremont CA 94538 and , located at (\"Disclosee\").\nBACKGROUND\nEntera and desire to enter into discussions of business matters of mutual interest in the course of which either or both of said Parties (\"Disclosing Party\") may disclose certain of its proprietary and confidential information to the other Party (\"Receiving Party\"). It is anticipated that:\nEntera will be:\na Disclosing Party a Receiving Party X Both\nwill be:\na Disclosing Party a Receiving Party X Both\nThe specific purpose of the discussions and the disclosure of proprietary and confidential information is:\nTO DISCUSS BOTH 'S AND ENTERA'S BUSINESS STRATEGY, BUSINESS MODELS, TECHNICAL SOLUTIONS AND CONFIDENTIAL INFORMATION IN SUPPORT OF DISCUSSIONS CONCERNING A POTENTIAL STRATEGIC RELATIONSHIP, MARKETING ALLIANCE, JOINT DEVELOPMENT EFFORT, OR PRODUCT/SERVICE INTEROPERABILITY AND TO DISCUSS OTHER BUSINESS OPPORTUNITIES, BOTH SHORT AND LONG TERM.\nThe proprietary and confidential information to be supplied under the provisions of this Agreement relates to the subject of:\nBUSINESS MODELS, STREAMING, CACHING, AUTHORING TOOLS, LOGGING, STRATEGIC PARTNERSHIPS AND CONTENT MANAGEMENT SYSTEMS. BOTH WILL DISCUSS PLANS FOR MARKETING AND DEVELOPMENT PLANS, PRICE AND COST DATA, PRICE AND FEE AMOUNTS, FINANCIAL MODELS, BUSINESS CASES, MARKETING TECHNIQUES AND METHODS OF OBTAINING BUSINESS, FORECASTS AND FORECAST ASSUMPTIONS AND VOLUMES, AND FUTURE PLANS AND POTENTIAL STRATEGIES WHICH HAVE BEEN DISCUSSED OR ARE BEING DISCUSSED. AGREEMENT\nThe Parties agree as follows:\n1. Information: As used herein the term \"Information\" includes any and all technology, information, knowledge or data whether oral, written, in a physical form or otherwise, which is disclosed for the purpose set forth above and which is identified by the Disclosing Party at the time of disclosure as being proprietary and/or confidential. \"Data\" includes notes, designs, drawings, documentation, flow charts, writings, specifications, memoranda, computer software and other similar data. To be covered hereunder, Information disclosed in writing must be marked \"proprietary\", \"confidential\", or by words of similar import. Information disclosed orally or visually and identified at the time as proprietary or confidential shall be covered hereunder if it is reduced to writing, marked as provided herein, and transmitted to Receiving Party within thirty (30) days after disclosure.\n2. The Receiving Party agrees:\na. that with respect to Information, a confidential relationship is established between the Parties, and that Receiving Party shall use Information only for the purpose set forth above;\nb. to treat Information as confidential and to exercise no less care in its protection than Receiving Party uses in protecting its proprietary and confidential Information, or if Receiving Party has established no such standard of care, then Receiving Party shall exercise such care as the Disclosing Party observes to protect Information;\nc. to restrict dissemination of Information within its organization to employees having a need to know in connection with the purpose of the disclosure set forth above, and to ensure that such employees are informed of the proprietary and confidential nature thereof and that they agree to and observe the requirements of confidentiality set forth herein;\nd. not to disclose Information to any other party without the written authorization of Disclosing Party;\ne. not to duplicate Information without the express written permission of Disclosing Party;\nf. to return or destroy Information which is in written or physical form, together with any and all copies, negatives, or reproductions or derivative works in any media, promptly upon request of Disclosing Party or upon termination or completion of the Agreement.\n3. Disclosing Party acknowledges that the Agreement does not apply to Information which:\na. is at the time of its disclosure publicly known through no wrongful act of Receiving Party;\nb. is known to Receiving Party at the time of disclosure;\nc. is independently developed by Receiving Party without use of Information;\nd. is rightfully received by Receiving Party from a third party without breach of the Agreement;\ne. is furnished to a third party by Disclosing Party without similar restrictions on the third party;\nf. is approved for disclosure by the written authorization of Disclosing Party; or\ng. is disclosed as required by judicial action after all reasonable legal recourse to maintain the confidentiality of Information has been exhausted.\n4. Subject to Article 3 hereof, each Party receiving Information under the Agreement shall hold Information in confidence in accordance with the terms of the Agreement for a period of two (2) years from the date of receipt thereof.\n5. Because of the trade secret subject matter of Entera's business, Disclosee agrees that it will not solicit the services of any of the employees of Entera during the term of this Agreement and for ninety (90) days thereafter.\n6. This Agreement is effective until terminated in accordance with this Article. Either Party, upon two (2) days notice in writing to the other Party, may terminate the Agreement with respect to disclosures made thereafter. The rights and obligations of the Parties hereunder in respect of Information received under and subject to the Agreement shall survive such termination.\n7. No license, express or implied, in Information is granted to the Receiving Party other than to use Information in the manner and to the extent authorized by the Agreement.\n8. No Information submitted and/or exchanged by the Parties shall constitute any representation, warranty, assurance, guarantee or inducement by either party to the other with respect to infringement of trademarks, patents, copyrights or any right of privacy, or any rights of third persons.\n9. Each Party acknowledges that the unauthorized disclosure or use by the Receiving Party of the Disclosing Party's proprietary and confidential Information will cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, each Party agrees that the Disclosing Party will have the right to obtain an immediate injunction enjoining any breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.\n10. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and may be modified or amended only by a written document duly executed by authorized representatives of Entera and .\nIN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as a sealed instrument, subject to and governed by the laws of the state of California this nd day of , 2000.\nENTERA, INC. \" \"\nBy: By:\nName: Name:\nTitle: Title:\n", "spans": [ [ 0, 31 ], [ 32, 240 ], [ 241, 251 ], [ 252, 519 ], [ 519, 542 ], [ 543, 558 ], [ 559, 602 ], [ 603, 611 ], [ 612, 655 ], [ 656, 762 ], [ 763, 1105 ], [ 1106, 1231 ], [ 1232, 1350 ], [ 1350, 1685 ], [ 1685, 1694 ], [ 1695, 1724 ], [ 1725, 1741 ], [ 1741, 2066 ], [ 2066, 2215 ], [ 2215, 2350 ], [ 2350, 2608 ], [ 2609, 2639 ], [ 2640, 2825 ], [ 2826, 3165 ], [ 3166, 3521 ], [ 3522, 3626 ], [ 3627, 3718 ], [ 3719, 3982 ], [ 3983, 4071 ], [ 4072, 4166 ], [ 4167, 4224 ], [ 4225, 4301 ], [ 4302, 4398 ], [ 4399, 4500 ], [ 4501, 4583 ], [ 4584, 4733 ], [ 4734, 4965 ], [ 4966, 5193 ], [ 5194, 5275 ], [ 5275, 5418 ], [ 5418, 5571 ], [ 5572, 5746 ], [ 5747, 6038 ], [ 6039, 6299 ], [ 6299, 6567 ], [ 6568, 6798 ], [ 6799, 6981 ], [ 6982, 6998 ], [ 6999, 7006 ], [ 7007, 7018 ], [ 7019, 7032 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 21, 27 ] }, "nda-15": { "choice": "Entailment", "spans": [ 41 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 17, 19, 20 ] }, "nda-19": { "choice": "Entailment", "spans": [ 40 ] }, "nda-12": { "choice": "Entailment", "spans": [ 28, 31 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 21, 27 ] }, "nda-3": { "choice": "Entailment", "spans": [ 17, 20 ] }, "nda-18": { "choice": "Entailment", "spans": [ 37 ] }, "nda-7": { "choice": "Contradiction", "spans": [ 21, 25 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 21, 26 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 28, 32 ] }, "nda-5": { "choice": "Entailment", "spans": [ 21, 24 ] }, "nda-4": { "choice": "Entailment", "spans": [ 21, 22 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001101204/000108503700000208/0001085037-00-000208.txt" }, { "id": 484, "file_name": "1102301_0001094328-04-000141_freesarex23052004.txt", "text": "NON-COMPETITION AND NON-DISCLOSURE AGREEMENT\nNON -COMPETITION AND NON-DISCLOSURE AGREEMENT\nAGREEMENT (this \"Agreement\"), dated as of May 4, 2004, by and between FREESTAR TECHNOLOGY CORPORATION, a Nevada corporation having offices at Calle Fantino Falco, J.A. Baez Building, 2nd Floor, Santo Domingo, Dominican Republic (the \"Buyer\"), and UNICOMP, INC., a Colorado corporation having offices at 6478 Putnam Ford Road, Suite 208, Woodstock, Georgia 30189 (the \"Stockholder\");\nWITNESSETH:\nWHEREAS, on the date hereof, pursuant to that certain Asset Purchase Agreement of even date herewith (the \"Purchase Agreement\"), by and among the Buyer, UniPay, Inc. (the \"Seller\") and the Stockholder, the Buyer is acquiring all of the assets and properties of the Seller used to provide or act as an electronic gateway between sellers of goods and services and processors of payments for such goods and services made via credit cards and debit cards, presently located at Seller's facility in Murphy, North Carolina (the \"Business\"), as a going concern;\nWHEREAS, the Stockholder has heretofore been the sole stockholder of the Seller, and as such, will derive substantial benefit from the transactions contemplated by the Purchase Agreement;\nWHEREAS, by reason of its ownership and management of the Seller, the Stockholder has detailed knowledge and possesses confidential information concerning the Business;\nWHEREAS, in order to induce the Buyer to consummate the transactions contemplated by the Purchase Agreement, the Stockholder has agreed, and the Buyer has required the Stockholder, to enter into this Agreement;\nNOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Purchase Agreement, the parties hereby agree as follows:\n10. Restrictive Covenants.\n(a) The Stockholder hereby acknowledges and agrees that: (i) the business contacts, customers, suppliers, technology, know-how, trade secrets, marketing techniques, operating methods and other aspects of the Business have been of value to the Seller, and have provided the Seller (and will hereafter provide the Buyer) with substantial competitive advantage in the operation of the Business, and (ii) by virtue of its ownership and management of the Seller as its sole stockholder, the Stockholder has detailed knowledge of and possesses confidential information concerning the Business.\n(b) The Stockholder hereby agrees, for the benefit of the Buyer and its subsidiaries, that it shall not, directly or indirectly, for itself or through or on behalf of any of its subsidiaries or affiliates, or any other person or entity, in each case relating only to the Business:\n(i) at any time from and after the date hereof, except to the extent required by law or in connection with any legal proceeding of which the Stockholder has theretofore given written notice to the Buyer, divulge, transmit or otherwise disclose or cause to be divulged, transmitted or otherwise disclosed, any business contacts, client or customer lists, technology, know-how, trade secrets, marketing techniques, contracts or other confidential or proprietary information of the Seller or the Buyer of whatever nature, whether existing on or prior to the date hereof or arising from and after the date hereof (provided, however, that for purposes hereof, information shall not be considered to be confidential or proprietary if (A) it is a matter of common knowledge or public record, (B) it is generally known in the industry, or (C) the Stockholder can demonstrate that such information was already known to the recipient thereof other than by reason of any breach of any obligation under this Agreement or any other confidentiality or non-disclosure agreement known to the Stockholder); and/or\n(ii) at any time from the date hereof through and including the second (2nd) anniversary of the date hereof (the \"Restrictive Period\"), solicit, seek to hire, employ or retain (directly or indirectly, whether as an employee, consultant or otherwise) any person employed or retained by the Buyer at such time or within one (1) year prior to such solicitation, hiring, employment or retention, or otherwise materially and adversely interfere with the relationship between the Buyer and any such person, without the prior written consent of the Buyer in each instance; and/or\n(iii) at any time during the Restrictive Period, solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity which the Stockholder knows (or should have known) was provided with products or services of the Business by the Seller or the Stockholder at any time, for the purpose of offering services or products which compete with or are functionally similar to the services or products of the Business supplied by the Seller or the Stockholder.\n2. Remedies. The Stockholder and the Buyer hereby acknowledge and agree that any breach by the Stockholder, directly or indirectly, of the foregoing restrictive covenants will cause the Buyer and/or its affiliates irreparable injury for which there is no adequate remedy at law. Accordingly, the Stockholder expressly agrees that, in the event of any such breach or any threatened breach hereunder by the Stockholder, directly or indirectly, the Buyer and its subsidiaries shall be entitled, in addition to any and all other remedies available, to seek and obtain injunctive and/or other equitable relief to require specific performance of or prevent, restrain and/or enjoin a breach under the provisions of this Agreement.\n3. Expenses. In the event of any dispute under or arising out of this Agreement, the prevailing party in such dispute shall be entitled to recover from the non-prevailing party or parties, in addition to any damages and/or other relief that may be awarded, its reasonable costs and expenses (including reasonable attorneys' fees) incurred in connection with prosecuting or defending the subject dispute.\n4. Benefits and Obligations. This Agreement shall be binding upon and inure to the benefit of and shall be enforceable by the Buyer and its subsidiaries, successors and assigns, and the Stockholder and its subsidiaries, successors and assigns; provided, however, that the obligations of the Stockholder contained herein may not be delegated or assigned.\n5. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The parties agree to the exclusive jurisdiction and venue of Florida and Georgia state and federal courts with respect to any action between the parties relating to this Agreement.\n6. Severability. It is acknowledged, understood and agreed that the restrictions contained in this Agreement (a) are made for good, valuable and adequate consideration received and to be received by the Stockholder, and (b) are reasonable and necessary, in terms of the time, geographic scope and nature of the restrictions, for the protection of the Buyer and the good will thereof. It is intended that said provisions be fully severable, and in the event that any of the foregoing restrictions, or any portion of the foregoing restrictions, shall be deemed contrary to law, invalid or unenforceable in any respect by any court or other tribunal of competent jurisdiction, then such restrictions shall be deemed to be amended, modified and reduced in scope and effect, only to that extent necessary to render same valid and enforceable, and any other of the foregoing restrictions shall be unaffected and shall remain in full force and effect.\n7. Waiver, Amendment or Modification. Neither this Agreement nor any of the terms and conditions hereof may be waived, amended or modified except by means of a written instrument duly executed by the party to be charged therewith. No waiver of any provision, performance or default hereunder in any instance shall be construed as a continuing waiver of such provision, performance or default, or a waiver of any other provision, performance or default, or of any future performance or default.\n8. Notices. Any notice, request, demand or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered personally, one (1) day after being sent by recognized overnight courier service, or three (3) business days after being mailed by certified mail, return receipt requested, addressed to a party at the address of such party first set forth above, or at such other address as such party may hereafter have designated by notice.\n9. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.\nFREESTAR TECHNOLOGY CORPORATION\nBy: /s/ Paul Egan\nPaul Egan\nPresident & Chief Executive Officer\nUNICOMP, INC.\nBy: /s/ Stephen A. Hafer\nStephen A. Hafer\nChief Executive Officer\n", "spans": [ [ 0, 44 ], [ 45, 90 ], [ 91, 473 ], [ 474, 485 ], [ 486, 1040 ], [ 1041, 1228 ], [ 1229, 1397 ], [ 1398, 1608 ], [ 1609, 1782 ], [ 1783, 1809 ], [ 1810, 1867 ], [ 1867, 2206 ], [ 2206, 2397 ], [ 2398, 2678 ], [ 2679, 3407 ], [ 3407, 3464 ], [ 3464, 3510 ], [ 3510, 3775 ], [ 3776, 4348 ], [ 4349, 4826 ], [ 4827, 4840 ], [ 4840, 5106 ], [ 5106, 5550 ], [ 5551, 5564 ], [ 5564, 5954 ], [ 5955, 5984 ], [ 5984, 6308 ], [ 6309, 6341 ], [ 6341, 6445 ], [ 6445, 6625 ], [ 6626, 6643 ], [ 6643, 6735 ], [ 6735, 6846 ], [ 6846, 7010 ], [ 7010, 7570 ], [ 7571, 7609 ], [ 7609, 7802 ], [ 7802, 8064 ], [ 8065, 8077 ], [ 8077, 8570 ], [ 8571, 8588 ], [ 8588, 8764 ], [ 8765, 8870 ], [ 8871, 8902 ], [ 8903, 8920 ], [ 8921, 8930 ], [ 8931, 8966 ], [ 8967, 8980 ], [ 8981, 9005 ], [ 9006, 9022 ], [ 9023, 9046 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 10, 11, 12, 13, 14 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 13, 18 ] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 13, 14 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001102301/000109432804000141/0001094328-04-000141.txt" }, { "id": 485, "file_name": "1103062_0001017951-00-000016_document_13.txt", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nNetVoice Technologies, Inc., with offices located at 13747 Montfort Dr.,Ste. 101, Dallas, Texas 75240, for itself and its affiliated companies (\"Company\"), and Unlimited Tech, Inc. with offices at 12790 Merit Dr., Park Central IX, Ste. 600, Dallas, Texas, 75251, for itself and its affiliated companies (\"Broker\"), in consideration of the mutual covenants of this Agreement, hereby agree as follows:\n1. In connection with ongoing discussions between Broker and Company concerning possible transactions (the \"Transactions\"), each party to this Agreement may wish to disclose certain proprietary and confidential information to the other party on a confidential basis. Such proprietary or confidential information (\"Information\") includes any and all technical and non-technical information, including without limitation, information concerning financial, accounting or marketing reports, business plans, analysis, forecasts, predictors, intellectual property, trade secrets and know-how disclosed in connection with the Transactions. \"Information\" may take the form of documentation, drawings, specifications, software, technical or engineering data and other forms, and may be communicated orally, in writing, by electronic or magnetic media, by visual observation and by other means. \"Information\" includes any reports, analysis, studies or other material, whether prepared by the receiving party or otherwise, that contains or are based upon proprietary or confidential information covered by this Agreement.\n2. \"Representatives\" means the controlled affiliates of either party, and the respective directors, officers, employees, attorneys, s and other agents and advisors of either party or of the controlled affiliates of either party. Each party shall be responsible for any breach of this Agreement by its respective Representatives and shall take all reasonably necessary measures to restrain its Representatives from unauthorized disclosure or use of information.\n3. All information which is disclosed by one party to the other in connection with discussions relating to the Transactions, whether before or after the date of execution of this Agreement, shall automatically be deemed proprietary or confidential and subject to this Agreement unless otherwise confirmed in writing by the disclosing party. In addition, the existence and terms of this Agreement, and the fact and substance of Company's discussions and correspondence with Broker relating to the Transactions, including the identification of either party by name or identifiable in connection with the parties' participation in such process, shall be deemed information of both parties and shall not be disclosed by either party without the consent of the other party.\n4. With respect to information disclosed under this Agreement, the party to whom the information is disclosed and its Representatives shall:\na. hold the information in confidence, exercising a degree of care not less than the care used by such party to protect its own proprietary or confidential information that it does not wish to disclose, and in no event less than a reasonable degree of care;\nb. restrict disclosure of the information solely to those Representatives with a need to know and not disclose it to any other person;\nc. advise those Representatives of their obligations with respect to the information; and\nd. use the information only in connection with continuing discussions by the parties concerning the Transactions, except as may otherwise be mutually agreed upon in writing, and shall reproduce such information only to the extent necessary for such purpose.\n5. Information shall be deemed the property of the disclosing Party and, within ten (10) business days upon written request from the disclosing party, the other party will return all such information received in tangible form to the disclosing party or will destroy all such information.\n6. The party to whom information is disclosed shall have no obligation to preserve the proprietary or confidential nature of any information which:\na. was previously known to such party free of any obligation to keep it confidential; or\nb. is or becomes publicly available by means other than unauthorized disclosure; or\nc. is developed by or on behalf of such party independent of any information furnished under this Agreement; or\nd. is received from a third party whose disclosures does not violate any confidentiality obligation.\n7. Neither this Agreement, nor the disclosure of Information under this Agreement, nor the ongoing discussions and correspondence by the parties concerning the Transactions or any other matter, shall constitute or imply any promise or intention to make any purchase or use of products, facilities or services by either party or its affiliated companies or any commitment by either party or its affiliated companies with respect to any other present or future transaction. If, in the future, the parties elect to enter into binding commitments relating to the Transactions or any transaction, such commitments will be explicitly stated in a separate written agreement executed by both parties, and the parties hereby affirm that they do not intend their discussions, correspondence, and other activities to be construed as forming a contract relating to the Transactions or any other transaction without execution of such separate written agreement.\n8. Each party retains the right, in its sole discretion, to determine whether to disclose its information to the other party, and disclosure of information of any nature shall not obligate the disclosing party to disclose any further information.\n9. Each party (a) acknowledges that neither makes any representatives or warranty (express or implied) as to the accuracy or completeness of any information, and (b) agrees to assume full responsibility for all conclusions it may derive from the information. Each party hereby expressly disclaims any and all liability that may be based, in whole or in part, on any information, errors therein or omissions therefrom.\n10. In the event that the receiving party or its employees or Representatives (a) need (for securities law purposes) to make disclosures of information or (b) are required by law, regulations, or government agency or court orders, interrogatories, requests for information or documents, subpoenas, or civil investigative demands to disclose any information, in the case of (a) the receiving party shall provide the disclosing party with prompt written notice so that the disclosing party can work with the receiving party to limit the disclosure to the greatest extent possible consistent with legal obligations (it being understood that disclosure of the name of the other party will never be made without that party's prior written consent); or in he case of (b) the receiving party shall use its reasonable efforts to minimize such disclosure and obtain an assurance that the recipient shall accord confidential treatment to the information, and shall notify the disclosing party contemporaneously of such disclosure.\n11. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any information disclosed, or under any trademark, patent, copyright, mask work or nay other intellectual property right of either party. None of the information which may be disclosed or exchanged by the parties shall constitute any representation, warranty, assurance, guarantee or inducement by either party to the other of any kind, and, in particular, with respect to the non-infringement of trademarks, patents, copyrights, mask works or any other intellectual property right.\n12. Each party agrees that it will not, without the prior written consent of the other, transmit, directly or indirectly, the information received from the other hereunder or any portion thereof to any country outside of the United States.\n13. This Agreement shall benefit and be binding upon the parties hereto and their respective successors and assigns.\n14. This Agreement shall be governed by and construed in accordance with the local laws of the State of Texas without regard to conflict of law principles.\n15. This Agreement shall become effective as of the date of which it is first executed below (\"Effective Date\"), provided that this Agreement shall cover all information disclosed by one party to the other whether before or after the Effective Date. Disclosures of information under this Agreement may take place for a period (the \"Information Disclosure Period\") of two (2) years after the Effective Date. The obligations of the parties contained in Paragraphs 5, 10 and 12 shall survive and continue beyond the expiration of the Information Disclosure Period by a further period of two (2) years.\n16. Each party agrees that the disclosing party wold be irreparably injured by a breach of this Agreement by the receiving party or its Representatives and that the disclosing party shall be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of the provisions of this Agreement. Such remedies shall not be deemed to be exclusive remedies for a breach of this Agreement, but shall be addition to all other remedies available at law or in equity.\n17. This Agreement (a) constitutes the entire understanding between the parties with respect to information provided in connection with the Transactions, (b) supersedes all prior agreements between the parties with respect to information provided in connection with discussions relating to the Transactions and (c) shall bind each party with respect to all information received by it prior to the expiration of the Information Disclosure Period. No amendments or modification of this Agreement shall be valid or binding on the parties unless made in writing and executed on behalf of each party by its duly authorized representative.\nIN WITNESS WHEREOF, each party has caused this Agreement to be executed on its behalf as of the Effective Date.\nNetVoice Technologies, Inc. Unlimited Tech, Inc.\nBy: /s/ BILL BEDRI By: /s/ JACK PILON\nPrint Name: Bill Bedri Print Name: Jack Pilon\nTitle: President & CFO Title: President\nDate: 9/18/98 Date: 9-18-98\n", "spans": [ [ 0, 31 ], [ 32, 431 ], [ 432, 699 ], [ 699, 1065 ], [ 1065, 1317 ], [ 1317, 1542 ], [ 1543, 1772 ], [ 1772, 2003 ], [ 2004, 2345 ], [ 2345, 2772 ], [ 2773, 2913 ], [ 2914, 3171 ], [ 3172, 3306 ], [ 3307, 3323 ], [ 3323, 3396 ], [ 3397, 3654 ], [ 3655, 3942 ], [ 3943, 4090 ], [ 4091, 4179 ], [ 4180, 4263 ], [ 4264, 4375 ], [ 4376, 4476 ], [ 4477, 4949 ], [ 4949, 5425 ], [ 5426, 5672 ], [ 5673, 5687 ], [ 5687, 5835 ], [ 5835, 5932 ], [ 5932, 6090 ], [ 6091, 6169 ], [ 6169, 6246 ], [ 6246, 6464 ], [ 6464, 6852 ], [ 6852, 7111 ], [ 7112, 7373 ], [ 7373, 7717 ], [ 7718, 7957 ], [ 7958, 8074 ], [ 8075, 8230 ], [ 8231, 8481 ], [ 8481, 8638 ], [ 8638, 8829 ], [ 8830, 9169 ], [ 9169, 9334 ], [ 9335, 9354 ], [ 9354, 9489 ], [ 9489, 9646 ], [ 9646, 9781 ], [ 9781, 9968 ], [ 9969, 10080 ], [ 10081, 10129 ], [ 10130, 10167 ], [ 10168, 10213 ], [ 10214, 10237 ], [ 10237, 10253 ], [ 10254, 10268 ], [ 10268, 10281 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 16, 34 ] }, "nda-10": { "choice": "Entailment", "spans": [ 9 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 3, 4 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 8 ] }, "nda-19": { "choice": "Entailment", "spans": [ 41 ] }, "nda-12": { "choice": "Entailment", "spans": [ 17, 20 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 3, 4 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 6, 10, 12 ] }, "nda-17": { "choice": "Entailment", "spans": [ 10, 15 ] }, "nda-8": { "choice": "Entailment", "spans": [ 29, 30, 31, 32 ] }, "nda-13": { "choice": "Entailment", "spans": [ 17, 21 ] }, "nda-5": { "choice": "Entailment", "spans": [ 6, 10, 12 ] }, "nda-4": { "choice": "Entailment", "spans": [ 10, 15 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001103062/000101795100000016/0001017951-00-000016.txt" }, { "id": 487, "file_name": "1105503_0000950123-00-006736_ex10-14.txt", "text": "NON-DISCLOSURE AGREEMENT\nThis Agreement is made and entered into by and between NATIONAL NETWORK TECHNOLOGIES, LLC, a Delaware limited liability company, and its affiliates (collectively \"NNT\"), and LEVEL 3 COMMUNICATIONS, LLC a Delaware limited liability company, and its affiliates (collectively \"LEVEL 3\") (each being a \"party\" or collective \"parties\").\n1. DISCLOSURE. The parties intend to engage in discussions concerning a potential business relationship (the \"Proposed Relationship\"). In connection therewith, Level 3 and NNT may disclose to each other technical, financial and/or other information, material, or data which is written, oral or in any other form, electronic or otherwise (collectively \"Data\") which is considered confidential and proprietary.\n2. CONFIDENTIAL DATA. \"Confidential Data\" means (a) any Data disclosed by or on behalf of a party (\"disclosing party\") to the other party (\"receiving party\"), including, without limitation, (i) any materials, trade secrets, know-how, formulas, processes, algorithms, ideas, strategies, inventions, data, network configurations, system architecture, designs, flow charts, drawings, proprietary information, business and marketing plans, financial and operational information, and all other non-public information, material or data relating to the current and/or future business and operations of the disclosing party, and (ii) any information, material or data provided by third party vendors of the disclosing party; and (b) any analyses, compilations, studies, summaries, extracts or other documentation prepared by the receiving party based on the Data disclosed by the disclosing party.\n3. PUBLIC DATA. Notwithstanding any other provision of this Agreement, Data shall not be, or shall cease to be, Confidential Data hereunder: (a) if such Data is known to the receiving party prior to disclosure thereof by the disclosing party; (b) after such Data is published or becomes available to others, without restriction and without breach of this Agreement by the receiving party; (c) after such Data becomes available to the receiving party from others having no obligation to hold such Data in confidence; or (d) if such Data is developed by the receiving party independently of any disclosure of such Data by the disclosing party.\n4. NON-DISCLOSURE OBLIGATION. Unless otherwise agreed to in writing by the disclosing party, the receiving party agrees (a) not to disclose the Confidential Data; (b) use the same degree of care and diligence to protect such Confidential Data from disclosure to others as such party employs or should reasonably employ to so protect its own information of like importance (but in no event less than reasonable care); and (c) not to reproduce or copy the Confidential Data, in whole or in part, except as necessary for the evaluation or conduct of the Proposed Relationship. Notwithstanding the foregoing, the receiving party may disclose the Confidential Data, to such of the receiving party's consultants, agents and affiliates (collectively \"receiving party representative\") which the receiving party reasonably and in good faith believes should be involved in the evaluation or performance of the Proposed Relationship, provided such receiving party representative is informed of this Agreement and agrees to be bound by the terms hereof, and the receiving party uses best efforts to cause the receiving party representative to observe the terms of this Agreement. The receiving party agrees that a breach of this Agreement by a receiving party representative shall constitute a breach by the receiving party. In the event that the receiving party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Confidential Data, the receiving party agrees that it will provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order or to take steps to protect the confidentiality of such Confidential Data.\n5. NO ADDITIONAL RIGHTS. The receiving party shall not have any rights or obligations respecting the Confidential Data other than those specifically set forth in this Agreement. Without limiting the generality of any other provision of this Agreement: (a) no license is hereby or otherwise granted, directly or indirectly, under any patent, copyright or other proprietary right of the disclosing party or its third party vendors; and (b) neither party shall be obligated to disclose Data to the other party or to enter into any further agreements relating to the Proposed Relationship or Data. A party may terminate discussions regarding the Proposed Relationship at any time. The receiving party shall, upon written request of the disclosing party, return to the disclosing party all Confidential Data, including all copies thereof, disclosed hereunder. The receiving party's obligations under this Agreement respecting the Confidential Data shall survive termination of said discussions.\n6. INJUNCTIVE RELIEF. Both parties acknowledge and agree that the disclosing party and/or its third party vendors (as the case may be) own all rights, title and interest in the Confidential Data. Both parties further acknowledge and agree that the unauthorized disclosure of the Confidential Data will cause irreparable harm to the disclosing party. As a result of the unique nature of the Confidential Data, in addition to all other remedies available, the disclosing party shall be entitled to seek injunctive and other extraordinary relief in a court of competent jurisdiction in order to enforce the receiving party's obligations hereunder.\n7. OTHER PROVISIONS. The parties further agree that: (a) this Agreement shall be governed by the laws of the State of Nebraska; (b) this Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof, and none of the terms of this Agreement may be amended or modified except by a written instrument signed by both parties; (c) a party may waive any rights under this Agreement only by written waiver duly signed by such party, and no failure to exercise or delay in exercising a right under this Agreement shall constitute a waiver of such right; (d) this Agreement shall inure only to the benefit of the parties hereto, and the rights and obligations of each party under this Agreement may not be assigned or delegated without the consent of the other party; (e) no provision of this Agreement shall affect, limit or restrict either party's right to engage in any business in any place and at any time, whatsoever, provided the receiving party does not disclose the Confidential Data in violation of this Agreement; (f) each party agrees not to advertise, or otherwise make known to others, any information regarding this Agreement or the Proposed Relationship except as may be required by law; (g) neither party makes any representations or warranties as to the accuracy or completeness of any Data disclosed hereunder; (h) the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement; (i) all notices under this Agreement must be in writing and shall be deemed to have been delivered to and received by a party, and will otherwise become effective, on the date of actual delivery thereof (by personal delivery, express delivery service or certified mail) to the Notice Address of such party set forth below; (j) this Agreement may be executed in counterparts; and (k) this Agreement is dated for all reference purposes October 14, 1998.\nLEVEL 3 COMMUNICATIONS, LLC NATIONAL NETWORK\n(\"LEVEL 3\") TECHNOLOGIES, LLC (\"NNT\")\nBy: _______________________________ By: ______________________________\nName: _____________________________ Name: ____________________________\nNotice Address: Notice Address:\n3555 Farnam Street 26 Broadway\nSuite 200 Suite 400\nOmaha, Nebraska 68131 New York, New York 10005\nAttn: General Counsel Attn: Larry Lundy\n", "spans": [ [ 0, 24 ], [ 25, 356 ], [ 357, 372 ], [ 372, 492 ], [ 492, 765 ], [ 766, 814 ], [ 814, 956 ], [ 956, 1387 ], [ 1387, 1487 ], [ 1487, 1655 ], [ 1656, 1672 ], [ 1672, 1797 ], [ 1797, 1899 ], [ 1899, 2045 ], [ 2045, 2175 ], [ 2175, 2297 ], [ 2298, 2328 ], [ 2328, 2418 ], [ 2418, 2461 ], [ 2461, 2719 ], [ 2719, 2872 ], [ 2872, 3466 ], [ 3466, 3611 ], [ 3611, 4067 ], [ 4068, 4093 ], [ 4093, 4246 ], [ 4246, 4320 ], [ 4320, 4502 ], [ 4502, 4662 ], [ 4662, 4745 ], [ 4745, 4923 ], [ 4923, 5057 ], [ 5058, 5080 ], [ 5080, 5254 ], [ 5254, 5408 ], [ 5408, 5702 ], [ 5703, 5724 ], [ 5724, 5756 ], [ 5756, 5831 ], [ 5831, 6085 ], [ 6085, 6309 ], [ 6309, 6522 ], [ 6522, 6779 ], [ 6779, 6958 ], [ 6958, 7084 ], [ 7084, 7248 ], [ 7248, 7571 ], [ 7571, 7627 ], [ 7627, 7699 ], [ 7700, 7744 ], [ 7745, 7782 ], [ 7783, 7787 ], [ 7787, 7819 ], [ 7819, 7823 ], [ 7823, 7853 ], [ 7854, 7860 ], [ 7860, 7890 ], [ 7890, 7896 ], [ 7896, 7924 ], [ 7925, 7956 ], [ 7957, 7987 ], [ 7988, 8007 ], [ 8008, 8054 ], [ 8055, 8094 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 25, 26, 27 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 5, 6, 7 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 31 ] }, "nda-12": { "choice": "Entailment", "spans": [ 11, 15 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 30 ] }, "nda-3": { "choice": "Entailment", "spans": [ 4 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 21 ] }, "nda-17": { "choice": "Entailment", "spans": [ 17, 20 ] }, "nda-8": { "choice": "Entailment", "spans": [ 23 ] }, "nda-13": { "choice": "Entailment", "spans": [ 11, 14 ] }, "nda-5": { "choice": "Entailment", "spans": [ 21 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001105503/000095012300006736/0000950123-00-006736.txt" }, { "id": 489, "file_name": "1108906_0000889812-00-001212_document_45.txt", "text": "CONFIDENTIAL NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made this 9 day of February, 1998 by and between Greenfield Online, a Connecticut corporation (\"GO\") and Forrester Research, a Massachusetts corporation (\"Client\").\nWHEREAS, the parties hereto are currently, and in the course of their business relationship may, from time to time continue to be, engaged in discussions and evaluations regarding the data and software services and products offered by GO and the products and services offered by Client (the \"Evaluation\").\nWHEREAS, in connection therewith one party may receive or come in contact with certain Confidential Information (as defined) of the other party or the other party's affiliates or clients;\nWHEREAS, as a condition to each of GO and Client disclosing such Confidential Information to the other, each party hereto agrees to treat such Confidential Information, whether furnished before, on or after the date of this Agreement, in accordance with the terms of this Agreement.\nNOW THEREFORE, in consideration such disclosure and in further consideration of the agreements contained herein, the parties agree as follows:\n1. The term \"Confidential Information\" shall mean any information and data of a confidential nature belonging to the disclosing party, its affiliates and/or licensors (\"Discloser\"), including without limitation, proprietary, technical, developmental, marketing, sales, operating, financial, performance, cost, business and process information and plans, software, and computer programming techniques which are disclosed or made available pursuant to this Agreement in connection with the Evaluation.\n2. Except for the software products and GO data, if any, disclosed hereunder, Confidential Information shall not include information which (a) is known to the party receiving the information from Discloser (\"Recipient\") at the time of disclosure and is not subject to restriction; (b) is now or subsequently becomes generally known or available to the Recipient by publication, commercial use or otherwise through no fault of Recipient; (c) is lawfully obtained from a third party who has the right to make such disclosure; or (d) is independently developed by or for the Recipient without access to the Discloser's Confidential Information.\n3. Recipient hereby agrees that the Confidential Information will be used by it solely for the purposes of discussions with Discloser relating to the Evaluation and as necessary to fulfill any obligations Recipient may have to Discloser pursuant to any agreements the parties may enter into or otherwise. Recipient agrees not to disclose the Confidential Information of the other party, in any form, to any third party except as contemplated herein. Recipient agrees to maintain the confidential nature of the Confidential Information; provided however, that any such Confidential Information may be disclosed to its employees who need access to such information for such purposes and are made aware of and agree to be bound by the confidentiality obligations contained herein.\n4. Upon termination of the Evaluation of the parties' relationship with respect thereto, and upon Discloser's request, Recipient shall return to Discloser all materials reflecting or containing any of Discloser's Confidential Information and shall not retain any copies, extracts or other reproductions in whole or in part of any of the foregoing.\n5. Each party acknowledges that unauthorized disclosure or use of the other party's Confidential Information may cause irreparable harm to such other party. Each party agrees that money damages may not be a sufficient remedy for any breach by it of this Agreement and that the non-breaching party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach.\n6. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Connecticut, and not the law of conflicts.\n7. The parties hereto shall not be obligated to compensate each other for disclosure of any information under this Agreement and agree that no warranties of any kind are given with respect to such information, as well as any use thereof. It is understood that no patent, copyright, trademark or other proprietary right or license is granted by this Agreement.\n8. This Agreement shall be effective as of the first date of disclosure of Confidential Information to Recipient. Recipient's obligations hereunder with respect to Confidential Information shall survive the termination of the parties' relationship. The confidentiality provisions in this Agreement shall survive termination of this Agreement and the parties' relationship relating to the Evaluation.\n8, Any provision of this Agreement, which is invalid, illegal or unenforceable, shall not affect in any way the remaining provisions of this Agreement.\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be entered into effective as of the date first written above.\n\n
\nGREENFIELD ONLINE, INC. CLIENT NAME\n \nJohn Boynton\nBy: /s/ Rudy Nadilo By: /s/\nTitle Pres + CEO Title VP, Business Dvlt.\nDate 2/9/98 Date 2/19/98\n
\n", "spans": [ [ 0, 37 ], [ 38, 220 ], [ 221, 526 ], [ 527, 714 ], [ 715, 997 ], [ 998, 1140 ], [ 1141, 1640 ], [ 1641, 1780 ], [ 1780, 1922 ], [ 1922, 2078 ], [ 2078, 2168 ], [ 2168, 2282 ], [ 2283, 2588 ], [ 2588, 2733 ], [ 2733, 3060 ], [ 3061, 3408 ], [ 3409, 3566 ], [ 3566, 3826 ], [ 3827, 3975 ], [ 3976, 4214 ], [ 4214, 4335 ], [ 4336, 4450 ], [ 4450, 4585 ], [ 4585, 4735 ], [ 4736, 4887 ], [ 4888, 5018 ], [ 5019, 5026 ], [ 5027, 5036 ], [ 5037, 5061 ], [ 5061, 5072 ], [ 5073, 5080 ], [ 5081, 5093 ], [ 5094, 5114 ], [ 5114, 5121 ], [ 5122, 5163 ], [ 5164, 5176 ], [ 5176, 5188 ], [ 5189, 5197 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 15 ] }, "nda-15": { "choice": "Entailment", "spans": [ 19, 20 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 22, 23 ] }, "nda-12": { "choice": "Entailment", "spans": [ 7, 11 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 15 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 13 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 7, 10 ] }, "nda-5": { "choice": "Entailment", "spans": [ 14 ] }, "nda-4": { "choice": "Entailment", "spans": [ 12 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001108906/000088981200001212/0000889812-00-001212.txt" }, { "id": 490, "file_name": "1111682_0000950123-00-003802_document_15.txt", "text": "MUTUAL SECRECY AGREEMENT\nThis AGREEMENT effective as of the 17th day of May, 1996, is between UCAR CARBON COMPANY INC., a Delaware corporation, having offices at 39 Old Ridgebury Road, Danbury, Connecticut O68l7 (hereinafter referred to as \"UCAR CARBON\"); and BALLARD POWER SYSTEMS INC., having an office at 9000 Glenlyon Parkway, Burnaby, B.C. Canada V5J 5J9 (hereinafter referred to as \"BALLARD\").\nWHEREAS, UCAR CARBON possesses certain proprietary information (hereinafter UCAR CARBON Proprietary Information) relating to the manufacture of flexible graphite for use in fuel cells:\nWHEREAS, BALLARD possesses certain proprietary information (hereinafter BALLARD Proprietary Information) relating to fuel cells and components for fuel cells.\nWHEREAS, UCAR CARBON and BALLARD desire to exchange such proprietary information (hereinafter individually and collectively referred to as \"Proprietary Information\") for the purpose of UCAR CARBON supplying flexible graphite produced employing UCAR CARBON Proprietary Information to BALLARD under a separate purchase order.\nWHEREAS, each party is willing to disclose to the other party its Proprietary Information for the specific purposes of this Agreement under the following conditions:\n1. During the term of this Agreement, the receiving party agrees to hold in confidence and not disclose to any person or persons, other than its employees with a need to know, or use except for the purpose of this agreement, for a period of fifteen (15) years from the date of each disclosure, any and all Proprietary Information disclosed in writing and identified as Proprietary Information by the disclosing party. If Proprietary Information is disclosed orally or in other than written form, it must be identified as Proprietary Information at the time of disclosure and summarized in writing and identified as Proprietary Information by the disclosing party within thirty (30) days from the date of the disclosure. It is understood that the foregoing obligation of confidentiality does not apply to:\na) information which at the time of disclosure is in the public domain;\nb) information which is published or otherwise becomes part of the public domain through no fault of the receiving party after the disclosure hereunder;\nc) information which the receiving party can demonstrate by reasonably convincing evidence is already known or in the possession of the receiving party at the time of disclosure hereunder;\nd) information that the receiving party can show was received by it after the time of the disclosure hereunder from a third party on a non-confidential basis who did not acquire such information directly or indirectly from the disclosing party under an obligation of confidence; or\ne) information that is developed by an employee of the receiving party independent of any such disclosure under this Agreement.\n2. The receiving party agrees to use at least the same degree of care in maintaining the other party's Proprietary Information confidential as it does for maintaining the confidentiality of its own Proprietary Information of a similar nature.\n3. The receiving party agrees not to copy any Proprietary Information without the written permission of the disclosing party, and shall return such Proprietary Information and any copies when requested to do so by the disclosing party during the term of this Agreement\n4. No license, express or implied, is granted by either party to the other party under any patent, trade secret or copyright now or hereafter owned by either party under this Agreement.\n5. This Agreement shall be construed and interpreted, and its performance shall be governed by substantive laws of the state of Connecticut, U.S.A., without recourse to its conflict of laws, rules or principles. 6. Either party upon thirty (30) days notice given in writing to the other party may terminate this Agreement. However, termination of the Agreement will not affect the confidentiality and non-use obligations of either party.\nAGREED:\nBALLARD POWER SYSTEMS INC. UCAR CARBON COMPANY INC.\nBy /s/ Keith B. Prater By/s/ R.M. Flowers\nName Keith B. Prater Name R.M. Flowers\nTitle Vice President Title Dir.-Worldwide Tech.\nDate 21Jun96 Date July 2, 1996\n", "spans": [ [ 0, 24 ], [ 25, 399 ], [ 400, 584 ], [ 585, 743 ], [ 744, 1067 ], [ 1068, 1233 ], [ 1234, 1652 ], [ 1652, 1954 ], [ 1954, 2038 ], [ 2039, 2110 ], [ 2111, 2263 ], [ 2264, 2452 ], [ 2453, 2734 ], [ 2735, 2862 ], [ 2863, 3105 ], [ 3106, 3374 ], [ 3375, 3560 ], [ 3561, 3773 ], [ 3773, 3884 ], [ 3884, 3998 ], [ 3999, 4006 ], [ 4007, 4034 ], [ 4034, 4058 ], [ 4059, 4100 ], [ 4101, 4139 ], [ 4140, 4187 ], [ 4188, 4201 ], [ 4201, 4218 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 16 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 6, 7 ] }, "nda-19": { "choice": "Entailment", "spans": [ 19 ] }, "nda-12": { "choice": "Entailment", "spans": [ 8, 13 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 15 ] }, "nda-3": { "choice": "Entailment", "spans": [ 7 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 15 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 8, 12 ] }, "nda-5": { "choice": "Entailment", "spans": [ 6 ] }, "nda-4": { "choice": "Entailment", "spans": [ 6 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001111682/000095012300003802/0000950123-00-003802.txt" }, { "id": 492, "file_name": "1120792_0001019687-05-001599_morgan_sb2a1-ex1408.txt", "text": "EXHIBIT 14.8\nMORGAN BEAUMONT, INC.\nGLOBAL TECHNOLOGY SOLUTIONS\nNON-CIRCUMVENTION / NON DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nThis Agreement, dated as of Feb - 1, 2005 is made by and between Morgan Beaumont, Inc. (\"Morgan Beaumont\") and Mtel Communications Inc. as well as their respective subsidiaries, affiliates and agents (collectively referred to as the \"Parties\").\nIn consideration of the Parties herein furnishing each other with certain information, data and ideas which are either non-public, confidential or proprietary in nature and the introduction, negotiating, representing and/or assisting in the transaction of business through such introduction, negotiating, representing and/or assisting (hereinafter referred to as \"Proprietary Information\") the Parties agree as follows:\n1. Each Party agrees to maintain and to cause its officers, directors, employees, agents, advisors, subsidiaries and affiliates (collectively \"Affiliates\") to maintain the confidentiality of any Proprietary Information regarding the business affairs, property, or methods of operation or other Proprietary Information relating to the other and obtained by a Party during the term of-this Agreement. Bach Party hereto agrees that this Proprietary Information constitutes commercial and financial information and such Proprietary Information shall remain privileged and confidential and shall not be (a) used by the Party receiving it or its Affiliates for any purpose other than evaluating a proposed transaction (a \"Transaction\"), or (b) disclosed without the prior writes consent of the other Party except to the extort required by applicable law or judicial or administrative process. Each Party epees to keep confidential this Agreement and not to distribute or show copies of it or disclose the contents hereof to any person or entity not subject to this Agreement (except its Legal and accounting advisors with a written agreement to keep the seine confidential) without the prior written consent of the other Patty, except to the extent required by applicable law or judicial or administrative process.\n2. Notwithstanding the above, Proprietary Inform on shall not include information (a) which is in or comes into the public domain or may be derived from information which is in or comes into the public domain through a source other than the Party receiving the information or its Affiliates; (b) is already in the possession of the Party receiving the information prior to receiving it from the other party; or (c) which becomes known to the party receiving the information through a source that it believes is not subject to a confidentiality agreed with or other obligation of secrecy to the other Party and such source is not subject to any other prohibition against transmitting the information.\n3. Each Party acknowledges that any Proprietary Information given by the disclosing Party to the other Party in connection with this Agreement shall be the sole and exclusive property of the disclosing Party, including all applicable rights to patents, copyrights, trademarks and trade secrets inherent therein and appurtenant thereto, and that no license or other right therein are created by this Agreement.\n4. In the event that a Party or anyone to whom a Party supplied Proprietary Information receives a request to disclose all or any part of the Proprietary Information under the terms of a subpoena, order, civil investigative demand or similar process issued by a court of competent jurisdiction or by a government body, that Party shall immediately notify the other Party of the existence, terms and circumstances surrounding such a request, consult with the other Party on the advisability of taking legally available steps to resist or remove such request, and if disclosure of such information is required, the Party will (a) furnish only that portion of the Proprietary Information which in its reasonable opinion, based upon advice of counsel, it is legally compelled to disclose, and (b) at the other Party's cost, cooperate with the efforts of the Party to obtain order or other reliable assurance that confidential treat will he accorded to such portion of the Proprietary Information as may be disclosed.\n5. Each Party acknowledges that although the Party delivering the Proprietary Information has endeavored to include Proprietary Information that is relevant for purposes of the other Party's evaluation of a Transaction, the delivering Party makes no representation or warranty as to the accuracy or completeness of the Proprietary Information neither the delivering Party nor its Affiliates shall have any liability to the receiving Party OR an Affiliate arising out of the riving Patty's or an Affiliate's use of the Proprietary Information or reliance thereon.\n6. In the event that a Transaction between Parties is not entered into, or is entered into but thereafter terminated, each Party will, at the request of the other Party, promptly deliver all Proprietary Information to the other Party without retaining any copies thereof.\n7. Each Party understands That the Proprietary Information disclosed to it is a unique and valuable asset of the other Party, that violation of this Agreement would cause the other Party immediate and irreparable harm, and that the remedies at law may be inadequate. Each Party therefore consents to the entry of a restraining order and a preliminary and permanent injunction restraining any such violation without proof of actual damages. Each Party agrees that any money damages shall include all pecuniary beets obtained by the receiving Party and its Affiliates as a result of any brunch of this Agreement.\n8. Each party agrees that without the prior written consent of the other Party, it shall not, in reference to this Agreement, use or permit to be used the name (or any variation thereof from which any connection with each may be inferred or implied), trademark, servicemark, or any logo of the other Party or its Affiliates.\n9. Each Party acknowledges that preliminary dealings and discussions, and this letter, shall not be construed in any way as an obligation of either Party to go forward with or consummate any Transaction. In the event the Parties consummate any Transaction a formal and binding Agreement shall be executed by the Parties.\n10. This Agreement shall be governed and construed in accordance with the laws of the state of Florida without giving effect to the principles of conflict of law. No failure, neglect, or forbearance on the part of either Party to require strict performance of this Agreement shall be construed as a waiver of the rights or remedies of such Party.\n11. The Parties of THIS Agreement acknowledge that no effort shall be made to circumvent its terms in an attempt to gain cessions, fees, remuneration or considerations to the benefit of any of the Parties of this Agreement while excluding equal or agreed to benefits to any of the other parties. And that further, throughout the terns OF this agreement the parties agree that they shall not, as either owner, co-owner, partner, joint venture, employees, agent, sales person, service person, officer, director, stockholder, or in any other capacity whatsoever, or on behalf of any other business entity, become engaged directly or indirectly with any person, firm, corporation, association, or other entity or entities introduced as a result of this agreement without the direct participation and authority of-the introducing party. The parties agree that any such breech of this provision shall cause severe damage for which the injured party will have the right to consequential monetary damages and injunctive relief and protection against the offending party and any person, firm, corporation, association, or other entity or entities introduced as a result of this agreement with whom the offending party enters into such circumvention.\n12. This Agreement shall remain in effect for a period of five (5) years from date hereof. In the event any court shall determine that the length of time or the areas coveted by any one individual stipulation, term, or provision excessive, the Agreement shall nut be rendered invalid thereby and the court shall modify the length of time or the area covered to the extent necessary to make the Agreement valid and binding.\nIN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above.\nMORGAN BEAUMONT, INC. Mtel COMMUNICATIONS INC.\nBy: By: /S/\nDate: Date:\n", "spans": [ [ 0, 12 ], [ 13, 34 ], [ 35, 62 ], [ 63, 127 ], [ 128, 372 ], [ 373, 792 ], [ 793, 1192 ], [ 1192, 1391 ], [ 1391, 1527 ], [ 1527, 1680 ], [ 1680, 2101 ], [ 2102, 2184 ], [ 2184, 2394 ], [ 2394, 2513 ], [ 2513, 2801 ], [ 2802, 3211 ], [ 3212, 3836 ], [ 3836, 4001 ], [ 4001, 4224 ], [ 4225, 4787 ], [ 4788, 5059 ], [ 5060, 5086 ], [ 5086, 5327 ], [ 5327, 5500 ], [ 5500, 5670 ], [ 5671, 5995 ], [ 5996, 6200 ], [ 6200, 6316 ], [ 6317, 6480 ], [ 6480, 6663 ], [ 6664, 6960 ], [ 6960, 7496 ], [ 7496, 7904 ], [ 7905, 7996 ], [ 7996, 8327 ], [ 8328, 8444 ], [ 8445, 8467 ], [ 8467, 8491 ], [ 8492, 8503 ], [ 8504, 8515 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 15 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 20 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 10 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 16 ] }, "nda-13": { "choice": "Entailment", "spans": [ 11, 14 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 7, 8 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001120792/000101968705001599/0001019687-05-001599.txt" }, { "id": 494, "file_name": "1123713_0001021408-00-003137_0016.txt", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT made as of the this day of , 1999\nBETWEEN\nImagicTV Inc., a corporation incorporated under the laws of Canada and having a place of business in the City of Saint John, in the County of Saint John, Province of New Brunswick, (\"ImagicTV\").\nAND\nNBTel Inc., a Canadian corporation with its principal place of business at One Brunswick Square, Saint John, New Brunswick, Canada, (hereinafter \"NBTel\")\nWHEREAS both ImagicTV and NBTel1 possesses certain confidential proprietary information and intellectual property;\nAND WHEREAS, ImagicTV and NBTel intend to participate in a program of discussions, correspondence, and/or planning sessions in connection with the pursuit, evaluation and/or feasibility of a business relationship, and/or consummation of a transaction (the \"Program\") which may result in the mutual exchange of certain confidential information and intellectual property as herein defined;\nAND WHEREAS, ImagicTV and NBTel have agreed to enter into this agreement (the \"Agreement\") to prevent the unauthorized use and disclosure of ImagicTV's confidential proprietary information and intellectual property;\nNOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and conditions hereinafter contained, the parties hereto agree as follows:\nI. Confidential Information\nFor purposes of this Agreement, \"Confidential Information\" shall mean the information, data, know-how, trade secrets, strategic and development plans, business plans, co-developer identities, data, business records, customer lists, any and all versions of software and related documentation, and all other information and documentation which is related to ImagicTV's DTV Manager System and NBTel's systems and operations which may be disclosed between each party or to which either party may be provided access by the other party or others in accordance with this Agreement, or which is generated as a result of or in connection with the Program, which is not generally available to the public.\nII. Exceptions\n\"Confidential Information\" will not include information which the receiving party can establish (a) was, on the date of this Agreement, generally known to the public; or (b) became generally known to the public after the date of this Agreement other than as a result of the act or omission of the receiving party; or (c) was rightfully known to the receiving party prior to that party's leaming or receiving the same from the other party; or (d) is or was disclosed by the disclosing party to third parties generally without restrictions; or (e) the receiving party lawfully received from a third party without the third party's breach of agreement or obligation of trust; or (f) was independently developed by the receiving party; or (g) was disclosed pursuant to the order of a court or other government body, or as required by law.\nIII. Intellectual Property\nFor the purposes of this Agreement, \"Intellectual Property\" shall mean any and all intellectual property to which the disclosing party has proprietary rights and may include \"Confidential Information\" which is related to ImagicTV's DTV Manager System and NBTel's operations and systems, which may be disclosed between each party or to which either party may be provided access by the other party or others in accordance with this Agreement, or which is generated as a result of or in connection with the Program.\nIV. Nondisclosure Obligations\nEach party considers all of its Confidential Information and Intellectual Property to be propriety. All of the disclosing party's Confidential Information and Intellectual Property shall at all times, and throughout the world, remain the property of the disclosing party exclusively, and all applicable rights in patents, copyrights and trade secrets shall remain in the disclosing party exclusively. The receiving party promises and agrees to receive and hold the Confidential Information and Intellectual Property in confidence.\nWithout limiting the generality of the foregoing, the receiving party further promises and agrees: (a) to protect and safeguard the Confidential Information and Intellectual Property against unauthorized use, publication or disclosure; (b) not to use any of the Confidential Information and Intellectual Property except for the Program; (c) not to, directly or indirectly, in any way, reveal, report, publish, disclose, transfer or otherwise use any of the Confidential Information and Intellectual Property except as specifically authorized by disclosing party in accordance with this Agreement. (d) not to use any Confidential Information and Intellectual Property to compete or obtain advantage vis a vis disclosing party in any commercial activity contemplated by the parties in connection with the Program; (e) to restrict access to the Confidential Information and Intellectual Property to those of its officers, directors, and employees who clearly need such access to carry out the Program; (f) to advise each of the persons to whom it provides access to any of the Confidential Information and Intellectual Property, that such persons are strictly prohibited from making any use, publishing or otherwise disclosing to others, or permitting others to use for their benefit or to the detriment of disclosing party, any of the Confidential Information and Intellectual Property, and, upon request of disclosing party, to provide disclosing party with a copy of a written agreement to that effect signed by such persons; and (g) to comply with any reasonable security measures requested in writing by disclosing party.\nV. No Right to Confidential Information and Intellectual Property\nEach party hereby agrees and acknowledges that no license, either express or implied, is hereby granted with respect to any of the Confidential Information and Intellectual Property. Each party further agrees that all inventions, improvements, copyrightable works and designs relating to machines, methods, compositions, or products of disclosing party directly resulting from or relating to the Confidential Information and Intellectual Property and the right to market, use, license and franchise the Confidential Information and Intellectual Property or the ideas, concepts, methods or practices embodied therein shall be the exclusive property of the disclosing party, and the receiving party has no right or title thereto.\nVI. No Solicitation of Employees\nEach party agrees that it will not, for a period of three (3) years from the date of this Agreement, initiate contact with the other party's employees in order to solicit, entice or induce any such employee to terminate their employment effective during the term of this Agreement for the purpose of accepting employment with the other party.\nVII. Enforcement\nEach party acknowledges and agrees that damages may not be an adequate remedy to compensate the other party for any breach of the obligations contained in this Agreement and, accordingly, agrees, that in addition to any other remedies available, the disclosing party shall be entitled to obtain relief by way of temporary or permanent injunction to enforce the obligations contained in this Agreement.\nVIII. Indemnity\nEach party agrees to indemnify and save harmless the other party against any and all losses, damages, claims, or expenses incurred or suffered as a result of the other party's breach of this Agreement.\nIX. Term and Termination.\nThis Agreement shall commence on the date first written above and shall automatically terminate three (3) years thereafter; however, either party may terminate this Agreement at any time prior thereto upon thirty (30) days prior written notice to the other party. Each party's obligations with respect to each item of the Confidential Information and Intellectual Property which it learns or receives from the other prior to the date of termination of the Agreement shall terminate three (3) years after the date of disclosure of such time of Confidential Information and Intellectual Property.\nImmediately after termination of this Agreement, each party shall return to the other party all of the other party's Confidential Information and Intellectual Property which was disclosed in, or is then represented in, tangible form.\nX. Severability\nEach clause in this Agreement is severable from the others and should any of the clauses be unenforceable, then the remainder of the Agreement shall continue in full force and effect notwithstanding the unenforceability of any clause. If any part of this Agreement shall be declared invalid or unenforceable by a court of competent jurisdiction, it shall not affect the validity of the balance of this Agreement.\nXI. Successors and Assigns.\nNeither party shall have the right to assign its rights under this Agreement, whether expressly or by operation of law, without the written consent of the other party. This Agreement and the obligations hereunder shall be binding on any successors and permitted assigns.\nXII. Governing Law.\nThis Agreement shall be governed by and construed in accordance with the laws of the Province of New Brunswick.\nXIII. Entire Agreement\nThe terms and conditions herein constitute the entire agreement and understanding of the parties and shall supersede all communications, negotiations, arrangements and agreements, either oral or written, with respect to the subject matter hereof. No amendments to or modifications of this Agreement shall be effective unless reduced to writing and executed by the Parties hereto. The failure of either party to enforce any term hereof shall not be deemed a waiver of any rights contained herein.\nIN WITNESS WHEREOF the parties hereto have executed these presents as of the day and year first hereinbefore written.\nSIGNED, SEALED and DELIVERED )\nin the presence of ) ImagicTV Inc.\n) per_______________________\n) NBTel Inc.\n) per_______________________\n", "spans": [ [ 0, 31 ], [ 32, 80 ], [ 81, 88 ], [ 89, 283 ], [ 284, 287 ], [ 288, 441 ], [ 442, 556 ], [ 557, 944 ], [ 945, 1160 ], [ 1161, 1321 ], [ 1322, 1349 ], [ 1350, 2044 ], [ 2045, 2059 ], [ 2060, 2156 ], [ 2156, 2230 ], [ 2230, 2377 ], [ 2377, 2502 ], [ 2502, 2602 ], [ 2602, 2736 ], [ 2736, 2795 ], [ 2795, 2894 ], [ 2895, 2921 ], [ 2922, 3434 ], [ 3435, 3464 ], [ 3465, 3565 ], [ 3565, 3866 ], [ 3866, 3995 ], [ 3996, 4095 ], [ 4095, 4232 ], [ 4232, 4333 ], [ 4333, 4593 ], [ 4593, 4808 ], [ 4808, 4995 ], [ 4995, 5526 ], [ 5526, 5619 ], [ 5620, 5685 ], [ 5686, 5869 ], [ 5869, 6413 ], [ 6414, 6446 ], [ 6447, 6789 ], [ 6790, 6806 ], [ 6807, 7208 ], [ 7209, 7224 ], [ 7225, 7426 ], [ 7427, 7452 ], [ 7453, 7717 ], [ 7717, 8047 ], [ 8048, 8281 ], [ 8282, 8297 ], [ 8298, 8533 ], [ 8533, 8710 ], [ 8711, 8715 ], [ 8715, 8738 ], [ 8739, 8907 ], [ 8907, 9009 ], [ 9010, 9015 ], [ 9015, 9029 ], [ 9030, 9141 ], [ 9142, 9148 ], [ 9148, 9164 ], [ 9165, 9412 ], [ 9412, 9545 ], [ 9545, 9660 ], [ 9661, 9778 ], [ 9779, 9808 ], [ 9808, 9809 ], [ 9810, 9829 ], [ 9829, 9844 ], [ 9845, 9873 ], [ 9874, 9886 ], [ 9887, 9915 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 47 ] }, "nda-15": { "choice": "Entailment", "spans": [ 25, 36 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 11 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 46 ] }, "nda-12": { "choice": "Entailment", "spans": [ 13, 19 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 39 ] }, "nda-7": { "choice": "Contradiction", "spans": [ 27, 32 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 13, 18 ] }, "nda-5": { "choice": "Entailment", "spans": [ 27, 32 ] }, "nda-4": { "choice": "Entailment", "spans": [ 27, 29, 30 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001123713/000102140800003137/0001021408-00-003137.txt" }, { "id": 495, "file_name": "1125576_0000928385-02-000738_dex991d2.txt", "text": "HAWKER PACIFIC AEROSPACE\nAGREEMENT FOR NON-USE AND NON-DISCLOSURE OF CONFIDENTIAL INFORMATION\nThis Agreement is entered into as of February 28, 2002, by and between HAWKER PACIFIC AEROSPACE (\"HPAC\") and LUFTHANSA TECHNIK AG (\"LHT\").\n1. LHT agrees not to disclose, except to its employees and consultants with a need to know, and not to use, except for the purposes set forth herein, any information received from HPAC under this Agreement, whether or not it is oral, written or in any other medium and whether or not it is marked as Confidential or Proprietary, and all notes, copies, analyses, compilations, studies, or interpretations that utilize such information, or are prepared, based on, or derived from such information (collectively, the \"Confidential Information\"). The Confidential Information shall also include any information provided by HPAC to LHT in connection with the possible business combination being considered by the parties prior to the date of this Agreement. The Confidential Information shall be provided for the purposes of discussions on a possible business combination.\n2. LHT agrees to prevent the unauthorized disclosure or use of Confidential Information received hereunder using the same degree of care employed to protect its own confidential information, but in no event less than a reasonable standard of care.\n3. Nothing herein shall be construed to obligate HPAC to disclose any Confidential Information to LHT, or as granting a license to any Confidential Information disclosed. HPAC makes no representation or warranty regarding the completeness or accuracy of any Confidential Information disclosed. All Confidential Information provided by HPAC and any copies made thereof shall remain the sole property of HPAC and shall be returned or destroyed, at the option of HPAC, upon three (3) days' written notice to LHT. Return or destruction of the Confidential Information and any copies made thereof shall not relieve LHT of its obligations hereunder.\n4. The above restrictions shall not apply to Confidential Information which (a) is in the public domain or is properly in the possession of the LHT without restriction at the time of receipt hereunder; (b) subsequently enters the public domain without breach hereof by LHT; (c) is lawfully received from a third party without restriction on disclosure; (d) is independently developed by LHT's personnel who have not had direct or indirect access to or knowledge of the Confidential Information; (e) is used or disclosed with the prior written approval of HPAC; and (f) is obligated to be produced under order of a court of competent jurisdiction (provided that the LHT gives adequate notice of such pending order to HPAC so that HPAC can seek a protective order or other appropriate remedy). If the above exclusions apply to only a portion of the Confidential Information, then only that portion shall be excluded from the restrictions contained herein.\n5. This Agreement shall not be assigned by either party without the express written consent of the other party; however, either party may assign this Agreement to its respective successors in interest. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, and may be modified only by a written amendment signed by both parties. LHT agrees to comply with all governmental regulations applicable to the Confidential Information, including federal and state securities laws and US Export Control Laws and Regulations.\n6. LHT acknowledges that HPAC will be irreparably harmed if LHT's obligations are not specifically enforced, and that no adequate legal remedy exists for breach thereof. LHT agrees that HPAC shall be entitled to obtain injunctive relief, in addition to any other remedies available. Reasonable attorney's fees and costs shall be awarded to HPAC in the event of litigation in which HPAC prevails involving the enforcement or interpretation of this Agreement.\n7. This Agreement shall be governed by the laws of the United States and the State of California, excluding its conflict of laws rules.\n\n \nLUFTHANSA TECHNIK AG HAWKER PACIFIC AEROSPACE\n/s/ KNUT WISZNIEWSKI /s/ JAMES R. BENNETT\nBy: Knut Wiszniewski By: James R. Bennett\nIts: Director of Finance Its: Chief Financial Officer and\n---------------------------------- Secretary\n
\n/s/ PETRA FELLHOELTER\nBy: Petra Fellhoelter\n", "spans": [ [ 0, 24 ], [ 25, 93 ], [ 94, 232 ], [ 233, 776 ], [ 776, 986 ], [ 986, 1100 ], [ 1101, 1348 ], [ 1349, 1520 ], [ 1520, 1643 ], [ 1643, 1859 ], [ 1859, 1992 ], [ 1993, 2069 ], [ 2069, 2195 ], [ 2195, 2267 ], [ 2267, 2346 ], [ 2346, 2488 ], [ 2488, 2558 ], [ 2558, 2785 ], [ 2785, 2946 ], [ 2947, 3149 ], [ 3149, 3336 ], [ 3336, 3522 ], [ 3523, 3693 ], [ 3693, 3806 ], [ 3806, 3980 ], [ 3981, 4116 ], [ 4117, 4124 ], [ 4125, 4140 ], [ 4141, 4186 ], [ 4187, 4228 ], [ 4229, 4250 ], [ 4250, 4254 ], [ 4254, 4270 ], [ 4271, 4328 ], [ 4329, 4364 ], [ 4364, 4373 ], [ 4374, 4382 ], [ 4383, 4404 ], [ 4405, 4426 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 7, 9 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Contradiction", "spans": [ 3 ] }, "nda-19": { "choice": "Entailment", "spans": [ 10 ] }, "nda-12": { "choice": "Entailment", "spans": [ 11, 15 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 3 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 3 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 11, 17 ] }, "nda-13": { "choice": "Entailment", "spans": [ 11, 14 ] }, "nda-5": { "choice": "Entailment", "spans": [ 3 ] }, "nda-4": { "choice": "Entailment", "spans": [ 3 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001125576/000092838502000738/0000928385-02-000738.txt" }, { "id": 499, "file_name": "1178133_0000950131-03-000129_dex1013.txt", "text": "EXHIBIT A\nNON-DISCLOSURE AGREEMENT\nPROPRIETARY INFORMATION OF GREENWAY CONSULTING, LLC AND OREGON TRAIL ETHANOL COALITION\nTHIS NON-DISCLOSURE AGREEMENT (\"Agreement\") is made as of __________, 2002 between Oregon Trail Ethanol Coalition, L.L.C., a Nebraska limited liability company (\"Disclosing Party\"), and _______________________, a _________________________ (\"Receiving Party\").\nPREAMBLE\nThe Disclosing Party and the Receiving Party are currently involved in discussions concerning the development of an ethanol processing facility by Oregon Trail Ethanol Coalition (the \"Transaction\"). As a result of such discussions, the Receiving Party may have access to certain confidential information of the Disclosing Party and GreenWay Consulting, LLC (\"GreenWay\"). The Disclosing Party has entered into a nondisclosure agreement with GreenWay prohibiting disclosure of GreenWay confidential information, subject to the Receiving Party executing this Non-Disclosure Agreement. The Parties desire to enter into this Agreement in order to allow disclosure to the Receiving Party and prohibit disclosure of such information to any other party. Therefore, in consideration of the Receiving Party being given access to certain confidential information of the Disclosing Party and in exchange for the mutual covenant and promises contained herein, with the intent to be legally bound, the Parties agree as follows:\nAGREEMENT\n1. Confidential Information.\n(a) As used in this Agreement, the \"Confidential Information\" of the Disclosing Party shall mean all information concerning or related to the business, operations, financial condition or prospects of the Disclosing Party or any of their respective Affiliates, regardless of the form in which such information appears and whether or not such information has been reduced to a tangible form, and shall specifically include (1) all information regarding the officers, directors, employees, equity holders, customers, suppliers, distributors, insurers, reinsurers, brokers, independent contractors, sales representatives and licensees of the Disclosing Party and their respective Affiliates, in each case whether present or prospective, (2) all inventions, discoveries, trade secrets, processes, techniques, methods, formulae, ideas and know-how of the Disclosing Party and their respective Affiliates, (3) all financial statements, audit reports, budgets and business plans or forecasts of the Disclosing Party and their respective Affiliates and (4) all information concerning or related to the Transaction; provided, that the Confidential Information of the Disclosing Party shall not include (x) information which is or becomes generally known to the public through no act or omission of the Receiving Party and (y) information which has been or hereafter is lawfully obtained by the Receiving Party from a source other than the Disclosing Party (or any of their respective Affiliates or their respective officers, directors, employees, equity holders or agents) so long as, in the case of information obtained from a third party, such third party was or is not, directly or indirectly, subject to an obligation of confidentiality owed to the Disclosing Party or any of their Affiliates at the time such Confidential Information was or is disclosed to the Receiving Party. As used in this Paragraph, an \"Affiliate\" of a Disclosing Party shall mean an entity which controls, is controlled by or is under common control of a Disclosing Party, and the term \"control\" shall mean, with respect to any entity, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract or otherwise.\n2. Nondisclosure of Confidential Information. Except as otherwise permitted by Section 3, the Receiving Party agrees that it will not, without the prior written consent of the Disclosing Party, disclose or use for its own benefit, or that of any third party, any Confidential Information.\n3. Permitted Disclosures. Notwithstanding Section 2, Receiving Party shall be permitted to:\n(a) disclose Confidential Information to its officers, employees and counsel, but only to the extent reasonably necessary in order for such party to prepare, conduct and execute and deliver definitive documents for the Transaction; provided that Receiving Party shall take all such action as shall be necessary or desirable in order to ensure that each of such persons maintains the confidentiality of any Confidential Information that is so disclosed; and\n(b) disclose Confidential Information to the extent, but only to the extent, required by law; provided, that prior to making any disclosure pursuant to this subsection, the Receiving Party shall notify the Disclosing Party of the same, and the Disclosing Party shall have the right to participate with the Receiving Party in determining the amount and type of Confidential Information of the Disclosing Party, if any, which must be disclosed in order to comply with applicable law, including, without limitation, state and federal securities laws and regulations.\n4. Return of Confidential Information. If activity in respect of the Transaction shall cease without the Transaction being consummated, then, promptly after the written request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information which is in tangible form and which is then in its possession (or in the possession of any of its officers, directors or employees).\n5. Term. This Agreement shall continue indefinitely.\n6. Equitable Relief. The Receiving Party acknowledges and agrees that the Disclosing Party and GreenWay would be irreparably damaged in the event that any of the provisions of this Agreement are not performed by the Receiving Party in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that the Disclosing Party or GreenWay shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by the Receiving Party and shall have the right to specifically enforce this Agreement and the terms and provisions hereof against the Receiving Party in addition to any other remedy to which the Disclosing Party or GreenWay may be entitled in law or equity.\n7. Governing Law. This Agreement shall be a contract under the State of Minnesota and for all purposes shall be governed by and construed and enforced in accordance with the laws of Minnesota, excluding any choice of law provisions.\n8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns.\n9. No Assignment or Delegation. Any assignment, delegation or attempted assignment or delegation of the rights or responsibilities established under this Agreement shall be null and void without the prior written duly executed consent by the party charged.\n10. Severability of Provisions. If any provision of this Agreement shall be held invalid in a court of law, the remaining provisions shall be construed as if the invalid provision were not included in this Agreement.\n11. Amendment of Agreement. This Agreement may only be amended or modified through a written duly executed instrument by the Parties hereto. Any attempted oral amendment or modification is ineffective and therefore null and void.\n12. No Implied Waiver of Provisions. Either Parties' failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or a delay in performance of any term hereof.\n13. Notices. Any notice required by this Agreement or given in connection with this Agreement, shall be in writing, hand delivered or sent via registered or certified mail, and shall be given to the appropriate party:\nIf to Disclosing Party: Oregon Trail Ethanol Coalition, L.L.C.\n102 West 6th Street\nBox 267\nDavenport, Nebraska 68335\nAttn: Mark L. Jagels, President\nWith a copy to: Baird Holm Law Firm, LLC\n1500 Woodmen Tower\nOmaha, Nebraska 68102\nAttn: Victoria H. Finley\nGreenWay Consulting, LLC\n74 South County Road 22 Morris, Minnesota 56267\nIf to Receiving Party:\n------------------------------------------------------------------------------------------------------------\n14. Entire Agreement. This Agreement constitutes and contains the complete and final integrated agreement between the Parties regarding the subject matter herein. All prior negotiations, discussions and representations are merged into this Agreement. Each Party acknowledges that, except as expressly set forth herein, no representations of any kind or character have been made to it by any other party, or by any party's agents, representatives or attorneys, to induce the execution of this Agreement.\n15. Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.\n16. Authority to Enter Agreement. The individuals signing this Agreement represent and guarantee each of them has the authority to bind their respective corporate entity or other principal.\n17. Copies of Agreement. A facsimile copy of this executed Agreement shall be deemed valid as if it were the original.\nExecuted as of the date first set forth above.\nRECEIVING PARTY DISCLOSING PARTY\n------------------------------------ Oregon Trail Ethanol Coalition, L.L.C.\nBy: By:\n-------------------------------- --------------------------------\nIts: Its:\n------------------------------- -------------------------------\ncc: GreenWay Consulting, LLC\n", "spans": [ [ 0, 8 ], [ 8, 9 ], [ 10, 34 ], [ 35, 121 ], [ 122, 308 ], [ 308, 361 ], [ 361, 381 ], [ 382, 390 ], [ 391, 590 ], [ 590, 762 ], [ 762, 973 ], [ 973, 1137 ], [ 1137, 1404 ], [ 1405, 1414 ], [ 1415, 1443 ], [ 1444, 1865 ], [ 1865, 2177 ], [ 2177, 2343 ], [ 2343, 2488 ], [ 2488, 2636 ], [ 2636, 2756 ], [ 2756, 3317 ], [ 3317, 3750 ], [ 3751, 3797 ], [ 3797, 4039 ], [ 4040, 4066 ], [ 4066, 4131 ], [ 4132, 4588 ], [ 4589, 5152 ], [ 5153, 5192 ], [ 5192, 5573 ], [ 5574, 5583 ], [ 5583, 5626 ], [ 5627, 5648 ], [ 5648, 5926 ], [ 5926, 6336 ], [ 6337, 6355 ], [ 6355, 6569 ], [ 6570, 6597 ], [ 6597, 6736 ], [ 6737, 6769 ], [ 6769, 6993 ], [ 6994, 7026 ], [ 7026, 7210 ], [ 7211, 7239 ], [ 7239, 7352 ], [ 7352, 7440 ], [ 7441, 7478 ], [ 7478, 7753 ], [ 7754, 7767 ], [ 7767, 7971 ], [ 7972, 8034 ], [ 8035, 8054 ], [ 8055, 8062 ], [ 8063, 8088 ], [ 8089, 8095 ], [ 8095, 8120 ], [ 8121, 8161 ], [ 8162, 8167 ], [ 8167, 8180 ], [ 8181, 8202 ], [ 8203, 8227 ], [ 8228, 8252 ], [ 8253, 8300 ], [ 8301, 8323 ], [ 8324, 8432 ], [ 8433, 8455 ], [ 8455, 8596 ], [ 8596, 8684 ], [ 8684, 8935 ], [ 8936, 8950 ], [ 8950, 9068 ], [ 9069, 9103 ], [ 9103, 9258 ], [ 9259, 9284 ], [ 9284, 9377 ], [ 9378, 9424 ], [ 9425, 9457 ], [ 9458, 9495 ], [ 9495, 9533 ], [ 9534, 9541 ], [ 9542, 9575 ], [ 9575, 9607 ], [ 9608, 9617 ], [ 9618, 9650 ], [ 9650, 9681 ], [ 9682, 9710 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 15, 16, 17, 18 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 32 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 15 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 26, 27 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 26, 28 ] }, "nda-13": { "choice": "Entailment", "spans": [ 19, 21 ] }, "nda-5": { "choice": "Entailment", "spans": [ 26, 27 ] }, "nda-4": { "choice": "Entailment", "spans": [ 24 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001178133/000095013103000129/0000950131-03-000129.txt" }, { "id": 500, "file_name": "1240722_0001161697-03-000454_exhibit_10-12.txt", "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (\"Agreement\") is effective as of the 31st day of July, 2003, by and between Solomon Technologies, Inc. (\"STI\") and Pinetree (Barbados) Inc. (\"Pinetree\").\nEXPLANATION\nPinetree filed a lawsuit against STI on December 20, 2002 in United States District Court for the Southern District of Maryland (later moved to the United States District Court for Northern District of Maryland), captioned as Civil Case No. 8:02-cv-04141 (the \"Lawsuit\"), in which Pinetree sought, among other things, payment of the outstanding balance under two Unsecured Convertible Promissory Notes issued by STI to Pinetree, dated January 19, 2001 and June 18, 2001, respectively. Since the date of the Lawsuit, the parties have been engaged in settlement discussions. Pursuant to the terms and conditions of this Agreement, STI may wish to provide certain proprietary information to Pinetree in furtherance of those settlement discussions. STI may also provide information to Pinetree in accordance with the terms of a Memorandum of Understanding and other settlement documents between the parties dated as of, or about, the date of this Agreement (collectively, the \"SETTLEMENT DOCUMENTS\")\nAGREEMENT\nIn consideration of the mutual covenants and conditions contained in this Agreement, and for other good and valuable consideration, the adequacy of which is mutually acknowledged, the parties agree under seal as follows:\n1. DEFINITION OF PROPRIETARY INFORMATION. As used in this Agreement, the term \"Proprietary Information\" means any confidential, non-public or proprietary information, technology or documentation, including without limitation, drawings, designs, business plans and proposals, ideas and prototypes that may be disclosed by STI to Pinetree, whether such is of a technical, commercial, organizational, scientific, financial or business nature.\n2. TERM OF DUTY NOT TO DISCLOSE. Unless a particular portion of Proprietary Information becomes nonproprietary as provided in Section 4(a) hereof, or unless otherwise authorized in a written agreement signed by an authorized officer of STI, Pinetree has a duty to protect each particular portion of Proprietary Information in for a period of five (5) years from the date of this Agreement, provided that Proprietary Information which constitutes a trade secret under applicable law shall be protected as long as the Proprietary Information qualifies as a trade secret under Maryland law.\n3. USE RESTRICTIONS.\na. SOLE PURPOSE. Pinetree may use the Proprietary Information solely for the purpose of evaluating the settlement discussions, or to evaluate such information in connection with STI's performance under any settlement documents which the parties may execute. Unless otherwise expressly authorized to the contrary by STI in a prior signed writing, Pinetree shall not, either directly or indirectly: (a) use, apply, reveal, report, publish or otherwise disclose any of the Proprietary Information to, or for the benefit of, Pinetree or any third party; (b) use or incorporate any of the Proprietary Information in any products or services; or (c) assist, act as an agent for, or act as an advisor or consultant to, any person or entity for the purpose of developing, marketing or selling any product or service that incorporates any of the Proprietary Information. Without limiting the foregoing, Pinetree may use the names of investors provided by STI under the terms of the Settlement Documents solely for the purpose of making an internal decision about whether to convert the Convert Indebtedness then outstanding under the terms of the Convertible Promissory Note between the parties dated as of, or about, the date of this Agreement, and agrees not to contact those investors.\nb. DEGREE OF CARE. Pinetree must protect the Proprietary Information from unauthorized use or disclosure by exercising the same degree of care that Pinetree uses with respect to information of its own of a similar, highly valuable nature, and Pinetree must, at minimum, use at least reasonable care.\nc. DUPLICATION. Pinetree shall not copy, duplicate, replicate, decompile or reverse engineer in any manner whatsoever (whether physically, electronically, in writing or otherwise), in whole or in part, any part of the Proprietary Information without the prior written consent of STI, which consent shall be in STI's sole and absolute discretion, and will immediately notify STI in writing of any unauthorized disclosure of the Proprietary Information. At any time upon STI's request, Pinetree shall promptly redeliver to STI, or destroy at STI's direction, all written material in any media or format whatsoever containing, reflecting or in any way derived from the Proprietary Information (including notes, summaries, copies, extracts or other reproductions, in whole or in part), regardless of whether the material was prepared by STI or on STI's behalf. The redelivery or destruction of the Proprietary Information shall be certified by Pinetree in writing to STI, and shall not in any way relieve Pinetree of its obligation of confidentiality.\n4. EXCEPTIONS.\na. GENERAL EXCEPTIONS. The disclosure and use restrictions imposed in this Agreement do not apply to Proprietary Material that: (a)\nPinetree can show by documentary evidence was already in Pinetree's possession before the disclosure hereunder to Pinetree; (b) is hereafter disclosed to Pinetree by a third party who has no duty of confidentiality to STI in respect of it; or (c) is or becomes generally available to the public through no act or default on Pinetree's part. Proprietary Material that comprises a combination of features shall not be within any of the exceptions set forth above merely because individual features are known or received by Pinetree or are in or fall into the public domain, but only if the combination is know or received by Pinetree or is in or falls into the public domain.\nb. DISCLOSURE UPON REQUEST OF GOVERNMENT. In the event that Pinetree receives a request to disclose all or any part of the Proprietary Information under the terms of a subpoena or other order issued by a court of competent jurisdiction or by another governmental agency, Pinetree shall: (a) promptly notify STI of the existence, terms and circumstances surrounding such a request; (b) consult with STI on the advisability of taking steps to resist or narrow such request; (c) if disclosure of such Proprietary Information is required, furnish only such portion of the Proprietary Information as Pinetree is advised by counsel is legally required to be disclosed; and (d) cooperate with STI, at STI's expense, in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the Proprietary Information that is required to be disclosed.\nc. OWNERSHIP; WARRANTIES. Pinetree agrees that all Proprietary Material disclosed shall remain the property of STI, and nothing herein shall be construed as the grant of a license or any other right, either directly or indirectly, by implication, estoppel or otherwise, to any Proprietary Material. STI has no obligation to disclose any Proprietary Information. STI makes no representations or warranties as to the accuracy or completeness of the Proprietary Material, and shall have no liability to Pinetree or its Representatives resulting from Pinetree's use of the Proprietary Material, except as may be expressly set forth in any subsequent, definitive written agreement between the parties. This Agreement does not create an agency, partnership, joint venture or other like relationship.\n5. FURTHER ASSURANCES; WAIVER. Pinetree agrees to do such further acts and to execute and deliver such additional agreements and instruments from time to time as STI may at any time reasonably request in order to assure and confirm unto STI its rights, powers and remedies conferred in the Agreement. It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege.\n6. LAW; FORUM. This Agreement will be governed by and construed in accordance with the laws of the State of Maryland, without regarding to its choice of law provisions. The parties further agree and consent to the exclusive jurisdiction of the courts of Maryland; thus, in the event that either party initiates an action pursuant to or otherwise governed by this Agreement, the exclusive jurisdiction of such action shall be in Maryland. Notwithstanding the foregoing, either party may enforce any judgment rendered by such court in any court of competent jurisdiction. STI may take any necessary action to compel specific performance of this Agreement or to enjoin any violation of this Agreement so that Proprietary Material is not used in any manner to harm or adversely affect STI.\n7. CONSTRUCTION. If for any reason any provision of this Agreement shall be deemed by a court of competent jurisdiction to be legally invalid or unenforceable, the validity, legality and enforceability of the remainder of this Agreement shall not be affected, and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law and, in its modified form, such provision shall then be enforceable and enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.\n8. ASSIGNMENT. No rights or duties of Pinetree under this Agreement may be assigned without the prior written consent of STI. Any attempted assignment in violation of this Agreement shall be deemed null and void AB INITIO. Subject to the foregoing, this Agreement shall be binding upon the parties and their respective Representatives, successors and assigns.\n9. INTEGRATION. This Agreement contains the entire agreement of the parties and supersedes all other agreements, negotiations and proposals, written and oral, between the parties concerning the above-described Proprietary Information. This Agreement may only be modified by a written document signed by authorized officers of both parties. This Agreement may be executed in two (2) or more counterparts, by manual or facsimile signature, each of which shall be an original and all of which taken together shall constitute one and the same agreement.\nSOLOMON TECHNOLOGIES, INC. PINETREE (BARBADOS) INC.\nBy: /S/ DAVID E. TETHER By: /S/ DR. J. GORDON MURPHY\nTyped Name: David E. Tether Typed Name: Dr. J. Gordon Murphy\nTitle: President and CEO Title: President\n(Authorized representative) (Authorized representative)\nDate: July 31, 2003 Date: August 12, 2003\nPINETREE (BARBADOS) INC.\nBy: /S/ LARRY GOLDBERG\nTyped Name: Larry Goldberg\nTitle: Director\n(Authorized Individual)\nDate: July 31, 2003\n", "spans": [ [ 0, 24 ], [ 25, 208 ], [ 209, 220 ], [ 221, 706 ], [ 706, 794 ], [ 794, 966 ], [ 966, 1216 ], [ 1217, 1226 ], [ 1227, 1447 ], [ 1448, 1490 ], [ 1490, 1887 ], [ 1888, 1921 ], [ 1921, 2475 ], [ 2476, 2496 ], [ 2497, 2514 ], [ 2514, 2755 ], [ 2755, 2894 ], [ 2894, 3047 ], [ 3047, 3137 ], [ 3137, 3359 ], [ 3359, 3776 ], [ 3777, 3796 ], [ 3796, 4076 ], [ 4077, 4093 ], [ 4093, 4529 ], [ 4529, 4934 ], [ 4934, 5124 ], [ 5125, 5139 ], [ 5140, 5163 ], [ 5163, 5268 ], [ 5268, 5271 ], [ 5272, 5396 ], [ 5396, 5515 ], [ 5515, 5613 ], [ 5613, 5945 ], [ 5946, 5988 ], [ 5988, 6233 ], [ 6233, 6327 ], [ 6327, 6418 ], [ 6418, 6613 ], [ 6613, 6842 ], [ 6843, 6869 ], [ 6869, 7142 ], [ 7142, 7205 ], [ 7205, 7540 ], [ 7540, 7636 ], [ 7637, 7668 ], [ 7668, 7938 ], [ 7938, 8217 ], [ 8218, 8233 ], [ 8233, 8387 ], [ 8387, 8656 ], [ 8656, 8788 ], [ 8788, 9003 ], [ 9004, 9021 ], [ 9021, 9476 ], [ 9476, 9603 ], [ 9604, 9619 ], [ 9619, 9730 ], [ 9730, 9827 ], [ 9827, 9963 ], [ 9964, 9980 ], [ 9980, 10199 ], [ 10199, 10304 ], [ 10304, 10513 ], [ 10514, 10541 ], [ 10541, 10565 ], [ 10566, 10602 ], [ 10602, 10618 ], [ 10619, 10679 ], [ 10680, 10721 ], [ 10722, 10777 ], [ 10778, 10819 ], [ 10820, 10844 ], [ 10845, 10867 ], [ 10868, 10894 ], [ 10895, 10910 ], [ 10911, 10934 ], [ 10935, 10954 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 24 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 42 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 10 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 26 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 25 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 16, 17 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 24 ] }, "nda-8": { "choice": "Entailment", "spans": [ 36, 37 ] }, "nda-13": { "choice": "Entailment", "spans": [ 28, 29, 32 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 15, 16, 17, 18, 19 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001240722/000116169703000454/0001161697-03-000454.txt" }, { "id": 501, "file_name": "1285543_0001013762-05-000550_may52005sb2ex1019.txt", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement (the \"Agreement\") is by and between StrikeForce Technologies, Inc. (\"StrikeForce\"), and the person, company or entity listed below (the \"Company\").\n1. StrikeForce and Company are interested in disclosing to each other certain information relating to their respective business plans and proprietary technology (hereinafter \"Information\") for the purposes of evaluation and consultation. For the purposes of this Agreement, each party shall be in the position of \"Disclosing Party\" for the Information it discloses to the other party, and each party shall be in the position of \"Recipient\" for the Information it receives from the other party. Such Information is a commercial asset of considerable value to Disclosing Party, and Disclosing Party is willing to disclose such Information only under the terms and conditions set forth below. This Agreement, when signed by authorized representatives of each party, will confirm that the Recipient is willing to receive such Information of Disclosing Party subject to the following terms and conditions, which the parties intend to be legally binding.\n2. The Information shall include such proprietary and confidential information disclosed orally, by demonstration, or in writing at any time, and may include without limitation business plans, know-how, source code, algorithms, flow-charts, blueprints, and other information not readily available to the general public, whether or not protectable by patent, copyright or other forms of intellectual property law. The Information does not need to be identified as or marked \"confidential\" or \"proprietary\" or any similar terms.\n3. The Recipient shall hold the Information in confidence, and shall use reasonable efforts to prevent any unauthorized use or disclosure of the Information. Except as expressly provided in this Agreement, the Recipient shall not disclose or divulge the Information, in whole or in part, to any third party, including licensees or customers anywhere in the world. The Recipient may not use the Information for any purpose other than the aforesaid without the prior written consent of a duly authorized representative of Disclosing Party. The Recipient may disclose the Information only to its officers, employees and independent contractors who are necessary for the purpose of evaluating such Information, and Recipient shall be responsible for any disclosure by them in violation of this Agreement.\n4. Nothing contained in this Agreement shall be construed by implication or otherwise, as an obligation to enter into any further agreement relating to the Information or as grant of a license to use the Information or any intellectual property rights therein other than for evaluation and consultation purposes. Disclosing Party retains any and all proprietary and ownership rights it has in and to the Information it discloses.\n5. This Agreement shall be effective as of the Effective Date and may be terminated by either party upon thirty (30) day's prior written notice to the other party. In any event, this Agreement shall automatically terminate two (2) years after the Effective Date. The confidentiality and use restrictions with respect to Proprietary and Confidential Information disclosed prior to termination shall survive for a period of two (2) years after the termination.\n6. Upon completion of the aforesaid evaluation and in the absence of further agreement of the parties, the Recipient shall cease all use and make no further use of the Information. At Disclosing Party's request, the Recipient shall promptly return or destroy all Information disclosed by Disclosing Party and shall retain no copies.\n7. The parties hereby acknowledge and agree that in the event of any violation or a threatened violation of this Agreement by the Recipient, the Disclosing Party shall be authorized and entitled to seek from any court of competent jurisdiction preliminary and permanent injunctive relief. This Agreement shall be governed by the law of the United States of America and the State of New Jersey without regard to conflicts of laws principles. Sections 3-7 shall survive any termination or expiration of this Agreement.\n\n
\nWhereof, the parties execute this Agreement as of the Effective Date: April 5, 2005\n \nStrikeForce StrikeForce Technologies, Inc. Company\nSignature Signature\nName Mark L. Kay Name\nTitle CEO Title\nEmail marklkay@sftnj.com Email\nTelephone 1-732-661-9641 Telephone\nFax 1-732-661-9647 Fax\nAddress 1090 King Georges Post Road Address\nAddress Address\nCity Edison City\nState/Prov NJ State/Prov\nZip/Postal 08837 Zip/Postal\nCountry USA Country\n
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(\"ATA\"), a PRC corporation (\"Company\").\nIN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE MUTUAL DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS:\n1. Definition of Confidential Information and Exclusions.\n(a) \"Confidential Information\" means nonpublic information that a party to this Agreement (\"Disclosing Party\") designates as being confidential to the party that receives such information (\"Receiving Party\") or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party. \"Confidential Information\" includes, without limitation, information in tangible or intangible form relating to and/or including released or unreleased Disclosing Party software or hardware products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Except as otherwise indicated in this Agreement, the term \"Disclosing Party\" also includes all Affiliates of the Disclosing Party and, except as otherwise indicated, the term \"Receiving Party\" also includes all Affiliates of the Receiving Party. An \"Affiliate\" means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with a party.\n(b) Confidential Information shall not include any information, however designated, that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party pursuant to the terms of this Agreement; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; (iv) is independently developed by Receiving Party; or (v) constitutes Feedback (as defined in Section 5 of this Agreement).\n2. Obligations Regarding Confidential Information\n(a) Receiving Party shall:\n(i) Refrain from disclosing any Confidential Information of the Disclosing Party to third parties for five (5) years following the date that Disclosing Party first discloses such Confidential Information to Receiving Party, except as expressly provided in Sections 2(b) and 2(c) of this Agreement;\n(ii) Take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information of the Disclosing Party;\n(iii) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder; and\n(iv) Refrain from reverse engineering, decompiling or disassembling any software code and/or pre-release hardware devices disclosed by Disclosing Party to Receiving Party under the terms of this Agreement, except as expressly permitted by applicable law.\n(b) Receiving Party may disclose Confidential Information of Disclosing Party in accordance with a judicial or other governmental order, provided that Receiving Party either (i) gives the undersigned Disclosing Party reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. Notwithstanding the foregoing, the Receiving Party shall not disclose any computer source code that contains Confidential Information of the Disclosing Party in accordance with a judicial or other governmental order unless it complies with the requirement set forth in sub-section (i) of this Section 2(b).\n(c) The undersigned Receiving Party may disclose Confidential Information only to Receiving Party's employees and consultants on a need-to-know basis. The undersigned Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable Receiving Party to enforce all the provisions of this Agreement.\n(d) Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party and its employees and consultants, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.\n(e)Receiving Party shall, at Disclosing Party's request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party as Confidential Information, or at Disclosing Party's option, certify destruction of the same.\n3. Remedies\nThe parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.\n4. Miscellaneous\n(a) All Confidential Information is and shall remain the property of Disclosing Party. By disclosing Confidential Information to Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. Disclosing Party reserves without prejudice the ability to protect its rights under any such patents, copyrights, trademarks, or trade secrets except as otherwise provided herein.\n(b) In the event that the Disclosing Party provides any computer software and/or hardware to the Receiving Party as Confidential Information under the terms of this Agreement, such computer software and/or hardware may only be used by the Receiving Party for evaluation and providing Feedback (as defined in Section 5 of this Agreement) to the Disclosing Party. Unless otherwise agreed by the Disclosing Party and the Receiving Party, all such computer software and/or hardware is provided \"AS IS\" without warranty of any kind, and Receiving Party agrees that neither Disclosing Party nor its suppliers shall be liable for any damages whatsoever arising from or relating to Receiving Party's use of or inability to use such software and/or hardware.\n(c) The parties agree to comply with all applicable international and national laws that apply to (i) any Confidential Information, or (ii) any product (or any part thereof), process or service that is the direct product of the Confidential Information, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information on exporting Microsoft products, see http://www.microsoft.com/exporting/.\n(d) The terms of confidentiality under this Agreement shall not be construed to limit either the Disclosing Party or the Receiving Party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, the Receiving Party shall be free to use for any purpose the residuals resulting from access to or work with the Confidential Information of the Disclosing Party, provided that the Receiving Party shall not disclose the Confidential Information except as expressly permitted pursuant to the terms of this Agreement. The term \"residuals\" means information in intangible form, which is retained in memory by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. The Receiving Party shall not have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, this sub-paragraph shall not be deemed to grant to the Receiving Party a license under the Disclosing Party's copyrights or patents.\n(e) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Disclosing Party, the Receiving Party, their agents, or employees, but only by an instrument in writing signed by an authorized employee of Disclosing Party and the Receiving Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.\n(f) If either Disclosing Party or the Receiving Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs. This Agreement shall be construed and controlled by the laws of the People's Republic of China, and the parties further consent to submit any disputation arising from and/or in connection with this Agreement to China International Economic & Trade Arbitration Commission (CIETAC) for arbitration in Beijing in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.\n(g) This Agreement shall be binding upon and inure to the benefit of each party's respective successors and lawful assigns; provided, however, that neither party may assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of the other party. Any attempted assignment in violation of this Section shall be void.\n(h) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.\n(i) Either party may terminate this Agreement with or without cause upon ninety (90) days prior written notice to the other party. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination.\n5. Suggestions and Feedback\nThe Receiving Party may from time to time provide suggestions, comments or other feedback (\"Feedback\") to the Disclosing Party with respect to Confidential Information provided originally by the Disclosing Party. Both parties agree that all Feedback is and shall be given entirely voluntarily. Feedback, even if designated as confidential by the party offering the Feedback, shall not, absent a separate written agreement, create any confidentiality obligation for the receiver of the Feedback. Receiving Party will not give Feedback that is subject to license terms that seek to require any Disclosing Party product, technology, service or documentation incorporating or derived from such Feedback, or any Disclosing Party intellectual property, to be licensed or otherwise shared with any third party. Furthermore, except as otherwise provided herein or in a separate subsequent written agreement between the parties, the receiver of the Feedback shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.\nAppendix J to Exhibit A\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement.\n(CHINESE CHARACTERS) (CHINESE CHARACTERS)\nMICROSOFT (CHINA) CO., LTD. ATA TESTING AUTHORITY, BEIJING CO., LTD.\nBy: By:\nName: Name:\nTitle: Title:\nDate: Date:\n", "spans": [ [ 0, 46 ], [ 47, 68 ], [ 69, 89 ], [ 89, 399 ], [ 400, 573 ], [ 574, 631 ], [ 632, 957 ], [ 957, 1366 ], [ 1366, 1612 ], [ 1612, 1876 ], [ 1877, 1967 ], [ 1967, 2091 ], [ 2091, 2247 ], [ 2247, 2414 ], [ 2414, 2469 ], [ 2469, 2538 ], [ 2539, 2588 ], [ 2589, 2615 ], [ 2616, 2913 ], [ 2914, 3156 ], [ 3157, 3413 ], [ 3414, 3668 ], [ 3669, 3843 ], [ 3843, 4025 ], [ 4025, 4234 ], [ 4234, 4515 ], [ 4515, 4540 ], [ 4541, 4692 ], [ 4692, 4911 ], [ 4912, 5358 ], [ 5359, 5673 ], [ 5674, 5685 ], [ 5686, 6010 ], [ 6011, 6027 ], [ 6028, 6115 ], [ 6115, 6368 ], [ 6368, 6547 ], [ 6548, 6910 ], [ 6910, 7297 ], [ 7298, 7396 ], [ 7396, 7433 ], [ 7433, 7702 ], [ 7702, 7802 ], [ 7803, 8052 ], [ 8052, 8377 ], [ 8377, 8597 ], [ 8597, 8769 ], [ 8769, 8910 ], [ 8911, 9026 ], [ 9026, 9156 ], [ 9156, 9457 ], [ 9457, 9599 ], [ 9600, 9828 ], [ 9828, 10240 ], [ 10240, 10298 ], [ 10299, 10645 ], [ 10645, 10713 ], [ 10714, 10908 ], [ 10909, 11040 ], [ 11040, 11239 ], [ 11240, 11267 ], [ 11268, 11481 ], [ 11481, 11562 ], [ 11562, 11763 ], [ 11763, 12072 ], [ 12072, 12460 ], [ 12461, 12484 ], [ 12485, 12553 ], [ 12554, 12595 ], [ 12596, 12624 ], [ 12624, 12664 ], [ 12665, 12672 ], [ 12673, 12684 ], [ 12685, 12698 ], [ 12699, 12710 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 17, 21 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 34, 35, 47 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Entailment", "spans": [ 7 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-19": { "choice": "Entailment", "spans": [ 59 ] }, "nda-12": { "choice": "Entailment", "spans": [ 10, 14, 43 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 30 ] }, "nda-3": { "choice": "Entailment", "spans": [ 7 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 18, 27 ] }, "nda-17": { "choice": "Entailment", "spans": [ 17, 20 ] }, "nda-8": { "choice": "Entailment", "spans": [ 22, 23 ] }, "nda-13": { "choice": "Entailment", "spans": [ 10, 13, 43 ] }, "nda-5": { "choice": "Entailment", "spans": [ 27 ] }, "nda-4": { "choice": "Contradiction", "spans": [ 44 ] } } } ], "document_type": "sec-text", "url": "https://www.sec.gov/Archives/edgar/data/0001420529/000114554908000077/0001145549-08-000077.txt" }, { "id": 503, "file_name": "103884_0001193125-12-338104_d390544dex99d3.htm", "text": "CONFIDENTIALITY AGREEMENT\nThis Confidentiality Agreement (\u201cAgreement\u201d) is made and entered into as of April 9, 2012 (\u201cEffective Date\u201d), by and between American Blue Ribbon Holdings, LLC, a Delaware limited liability company, with a principal place of business located at 400 West 48th Avenue, Denver, Colorado 80216 (\u201cABRH\u201d), and J. Alexander\u2019s Corporation, a Tennessee corporation, with a principal place of business located at 3401 West End Avenue, Suite 260, Nashville, Tennessee 37203 (\u201cCompany\u201d).\nRECITALS\nWHEREAS, ABRH and its parent company, Fidelity Newport Holdings, LLC (\u201cFNH\u201d), and the Company are interested in pursuing a potential business transaction (\u201cPotential Transaction\u201d) which would benefit ABRH, FNH, and the Company;\nWHEREAS, certain ABRH confidential information must be disclosed from time to time to the Company in order to pursue such opportunity; and\nWHEREAS, ABRH is willing, but only on the terms and conditions set forth below, to disclose its confidential information to the Company.\nNOW THEREFORE, in consideration of the foregoing and the following promises and covenants and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the parties agree as follows:\nAGREEMENT\n1. Confidential Information. \u201cConfidential Information,\u201d as used herein, means all information provided by ABRH to the Company and its Representatives (as defined below) in connection with the Potential Transaction, including the existence of this Agreement and the discussions or negotiations regarding the above transaction, and the whole or any portion or phase of any scientific or technical information, invention, innovation, design, process, procedure, specification, formula, improvement, business or financial information, equipment, listing of names, addresses, or telephone numbers, or other information relating to ABRH\u2019s business or profession which is secret and of value, regardless of form, including but not limited to (a) pricing; (b) balance statements, profit and loss statements, store operating cash flow statements, business/financial models and projections, forecasts, loan documents/financing terms, and other financial documents; (c) research, development, algorithms, data, studies, and know-how; (d) strategies, operations, methods, planning, products, recipes, and menus; (e) product compounds, types, shapes, devices, parts, and materials; (f) product development techniques or technologies, methods of synthesis, modeling and coding information, and packaging procedures; (g) shelf life goals, plant equipment/machinery, design and capacities, manufacturing processes, product volume, and distribution and logistical strategies and practices, including but not limited to freight charges, communications, deliveries, and transportation processes and arrangements; (h) markets, sales and cost data and sales and marketing techniques, technologies, processes, procedures, artwork/creative, materials, videos, and productions; (i) product development, design information, and product ingredient usage and techniques; (j) franchise objectives, arrangements, structures, agreements, relationships, fees, royalties, contributions, marketing techniques, processes and procedures, and cooperative obligations; (k) leases and subleases and the terms of any agreement and the discussions, negotiations, and proposals related to that agreement or lease or sublease, including the parties\u2019 identities; (l) software and hardware configuration, information, and capacities; (m) correspondences, summaries, abstracts, surveys, plans, drawings, insurance policies, and intellectual properties, including but not limited to trademarks, patents, and copyrights; (n) pending claims, disputes, and party resolutions; (o) employee background information and personal identification, employment histories, resumes, and payroll information; (p) employee benefit plans, training materials, policies, and procedures; (q) all analyses or other documents prepared by ABRH, FNH, the Company, or any of their affiliated entities, members/shareholders/partners, investors, managers, directors, officers, employees, advisors, attorneys, accountants, consultants, subcontractors, representatives, or affiliates, which contain or otherwise reflect information not to be disclosed herein, or has been marked as \u201cConfidential\u201d; and (r) the proprietary or confidential information of any third party who may disclose such information to a party in the course of such party\u2019s business.\n2. Term. Unless otherwise provided herein, all obligations under this Agreement shall terminate and cease to have any force or effect on the earlier of: (i) two years from the date hereof, or (ii) the date of any consummation of the Potential Transaction.\n3. Non-disclosure of Confidential Information. The Company expressly agrees that it will keep ABRH\u2019s Confidential Information confidential and that neither the Company nor any of its affiliates nor any of its or their directors, officers, employees, operating partners, consultants, or advisors (including without limitation, attorneys and accountants) (collectively, but only to the extent that such persons actually receive Confidential Information, \u201cRepresentatives\u201d) will use, for its own benefit (other than in connection with the Potential Transaction), or communicate or disclose (orally, in writing, or in any other manner) to any other person or entity any Confidential Information, or that the Company or any of its Representatives have received or otherwise been provided access to Confidential Information by any other party. The Company further agrees that it and its Representatives will not in any way cause or encourage another person to disclose ABRH\u2019s Confidential Information to any person or entity or judicial or administrative agency or body for any reason whatsoever unless required to do so pursuant to legal process. The Company will only use ABRH\u2019s Confidential Information for the transaction contemplated above and will only disclose ABRH\u2019s Confidential Information to its Representatives who need to know such information and who are informed of the terms of this Agreement and are directed to keep such Confidential Information confidential. The Company will be responsible for any breach of the terms of this Agreement by its Representatives. The Company will not, without ABRH\u2019s written consent, disclose or issue any news release, announcement, denial, or confirmation of this Agreement or any actual or potential business negotiation or relationship between the parties. The Company and its Representatives receiving Confidential Information from ABRH will protect ABRH\u2019s Confidential Information from both unauthorized use and disclosure by exercising at least the same degree of care that is used for similar information of its own, but no less than reasonable care.\n(a) Exclusions. The term, \u201cConfidential Information\u201d, does not include, and the Company has no obligation to protect information which is (i) known to or acquired by the Company before disclosure under this Agreement; (ii) independently developed by the Company without relying on ABRH\u2019s Confidential Information; (iii) or becomes part of the public domain (other than as a result of disclosure by the Company or its Representatives in violation of this Agreement) or lawfully obtained from a third party who is not, to the Company\u2019s knowledge, under an obligation of confidentiality to ABRH with respect to such information; (iv) free of confidentiality restrictions by written agreement of ABRH; or (v) required to be disclosed by any law, government regulation, or judicial or other governmental order, provided that, if legally permissible, the Company provides reasonable advance written notice to ABRH to afford ABRH the opportunity to seek a protective order or waive compliance with the provisions of this Agreement. If the Company becomes legally obligated or receives a subpoena or other legal demand issued by a court of competent jurisdiction or governmental body to disclose any Confidential Information, it shall cooperate with ABRH in seeking a protective order or other appropriate remedy, and shall use reasonable efforts to protect the confidential and proprietary status of any disclosed Confidential Information. ABRH will reimburse the Company and its Representatives for reasonable out-of-pocket expenses incurred in connection with its compliance with the immediately preceding sentence.\n4. Nature of Relationship. ABRH has no obligation to disclose any Confidential Information that it owns or possesses to the Company or its Representatives under this Agreement. Neither party has any obligation to enter into any transaction with the other. Furthermore, ABRH warrants that it has the right to disclose its own Confidential Information, but does not otherwise make any representation as to their accuracy or completeness. All Confidential Information of ABRH will remain the sole and exclusive property of ABRH. This Agreement grants no rights of ownership, licenses, or any other intellectual property right. Moreover, this Agreement does not create any agency, partnership, joint venture, or any other such relationship.\n5. Return of Materials. Confidential Information may be reproduced by the Company and Company Representatives solely for the purpose of evaluating the Potential Transaction. Upon request of ABRH for any reason, the Company shall promptly return to ABRH, or at Company\u2019s option, destroy (except originals, equipment, and devices delivered by ABRH to the Company, which shall be returned to ABRH), all equipment, documents, devices of any kind, or other material of any kind, in any form, containing any Confidential Information, together with all copies, summaries, abstracts, excerpts, extracts, replicas, reproductions, and samples of any of the foregoing, and certify the destruction of any copy or partial copy made. Notwithstanding the foregoing, the Company may retain such copies of the Confidential Information that reside on the Company\u2019s back-up storage or archiving system, solely for document retention purposes and not for any other use, and for compliance purposes as required by law or to evidence compliance of Company\u2019s obligations under this Agreement.\n6. Disclosure and Solicitation of Employees. The Company and its Representatives will make no contact, written or verbal, with any of ABRH\u2019s management, staff, or employees not directly involved with the transaction contemplated above for purposes of evaluating the Potential Transaction unless with ABRH\u2019s written permission. Further, during the term of eighteen (18) months beginning on the date hereof, the Company shall not knowingly solicit or recruit management or executive level employees of ABRH who became known to the Company through work on the above transaction or purpose contemplated above, without the prior written consent of ABRH. Regardless of the above, this provision shall not restrict the right of the Company to solicit or recruit such employees as a result of any substantial asset purchase or sale or merger or through the general use of the media, and the Company shall not be prohibited from hiring such employees who answer any general advertisement or otherwise voluntarily apply for hire without having been personally solicited or recruited by the Company.\n7. Irreparable Injury; Injunctive Relief. The Company acknowledges that any unauthorized or wrongful disclosure or use of Confidential Information by the Company, including the Company\u2019s Representatives, or any other breach by the Company, may result in irreparable injury to ABRH that is not adequately compensable in monetary damages. Accordingly, the Company acknowledges that in the event of a breach of this Agreement, ABRH shall be entitled to seek injunctive relief in any court of competent jurisdiction without the need to post any bond and in addition to any other remedy available at law or in equity. The Company will not raise the defense of an adequate remedy at law in the event that ABRH seeks injunctive relief in the event of a breach of this Agreement by the Company.\n8. Miscellaneous.\n(a) Assignment. This Agreement may not be delegated or otherwise assigned in whole or in part by the Company without the prior written consent of ABRH. This Agreement is binding on and enforceable by each party\u2019s permitted successors and assignees. Any assignment or delegation in violation of this paragraph is null and void.\n(b) Governing Law. This Agreement shall be governed by the laws of the State of Colorado without regard to its conflict of laws principles. The parties irrevocably consent to the jurisdiction of the courts of the State of Colorado and of any federal court located within the State of Colorado for all purposes in connection with any action or proceeding that is brought by ABRH that arises out of this Agreement.\n(c) Modification and Waiver. This Agreement constitutes the entire agreement of the parties and supersedes all prior or contemporaneous agreements, proposals, inquiries, commitments, discussions, and correspondences, whether written or oral. No modification to this Agreement shall be effective unless in writing and signed by a duly authorized representative of each party. No waiver of any provision of this Agreement shall be effective unless signed by the waiving party.\n(d) Severability and Integration. Inapplicability, illegality, or unenforceability of any provision of this Agreement shall not limit or impair the operation or validity of any other provision that can be given effect without the invalid provision.\n(e) Counterparts. This Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument, and may be executed and transmitted by facsimile or electronic means (e.g., email with attachment in portable document format), and such facsimile or electronic signatures, when delivered, shall be deemed as effective as original signatures.\n(f) Authority. The undersigned warrants that he/she is fully authorized to represent and execute this Agreement on behalf of his/her respective party.\n IN WITNESS WHEREOF, the parties, intending to be legally bound, have caused this Agreement to be executed by their duly authorized representatives as of the date first above-written.\n American Blue Ribbon Holdings, LLC J. Alexander\u2019s Corporation\nby: /s/ Hazem Ouf by: /s/ Lonnie J. Stout, III\n Hazem Ouf Lonnie J. 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(\"TBI\") and EnCana Oil & Gas (USA) Inc. (\"EnCana\"), such possible transaction being herein referred to as the \"Transaction,\" TBI and EnCana acknowledge that TBI may make available to EnCana from time to time certain information concerning the structure of the proposed transaction and/or TBI's business, financial condition, operations, assets and liabilities, whether prepared by TBI, its advisors or otherwise. As a condition to entering into any discussions relating to the Transaction, EnCana agrees to comply with its obligations hereunder and to take or abstain from taking certain other actions as hereinafter set forth.\n 1. Evaluation Material; Non-Disclosure Obligation and Use Restriction. The term \"Evaluation Material\" shall mean all information, data and analysis furnished by TBI or its Representatives to EnCana or its Representatives relating to TBI or the Transaction, and any analyses, compilations, studies, documents or other material prepared by EnCana or its Representatives containing or based in whole or in part upon such information, data or analysis, but does not include information, data or analysis that (i) is already in the possession of EnCana or its Representatives or becomes subsequently available to EnCana or its Representatives on a non-confidential basis from a source not known or reasonably suspected by EnCana or its Representatives to be bound by a confidentiality agreement or secrecy obligation to TBI, (ii) is or becomes generally available to or known by the public other than as a result of a breach of this letter agreement by EnCana or its Representatives or (iii) has already been or is hereafter independently acquired or developed by EnCana without violating any confidentiality agreement or secrecy obligation to TBI. \"Representatives\" shall mean such party's affiliates, directors, officers, employees, agents, lenders or advisers and representatives of the foregoing. EnCana recognizes and acknowledges the potential competitive value of the Evaluation Material and the damage that could result from the disclosure thereof to third parties. Accordingly, EnCana agrees that the Evaluation Material will be used solely for the purpose of evaluating the Transaction and related actions, and that such information will be kept confidential by EnCana and its Representatives; provided, however, that (w) such information may be disclosed by EnCana to its Representatives who need to know such information for the purpose of evaluating the Transaction or their participation therein (it being understood that such Representatives shall be informed of the confidential nature of the information), (x) it shall not constitute a breach of this letter agreement if any disclosure of such information is made with TBI's prior written consent, (y) it shall not constitute a breach of this letter agreement for EnCana or its Representatives to disclose such information to the extent that EnCana believes, based on the advice of counsel, that it is legally required to disclose such information in order to avoid committing a violation of any law, rule or regulation, including any rules or regulations of any securities association, stock exchange or national securities quotation system, provided that EnCana provides prompt notice to TBI of the proposed disclosure and takes the other actions required in connection with a required disclosure pursuant to Section 3 below and (z) it shall not constitute a breach of this letter agreement for EnCana or its Representatives to disclose such information to the extent that such disclosure is permitted pursuant to Section 3 below. EnCana agrees to be responsible for any breach of this letter agreement by any of its Representatives.\n 2. Non-Disclosure of Discussions. Each Party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person (other than such party's Representative's on a need to know basis) the fact that any Evaluation Material has been made available hereunder, that discussions or negotiations are taking place concerning a possible Transaction or any of the terms, conditions or other facts with respect to the possible Transaction (including the status thereof); provided, that a party may make such disclosure if (i) based on the advice of such party's counsel, such disclosure is necessary to avoid committing a violation of, or to insure compliance with, any laws, rules or regulations, including any rules or regulations of any securities association, stock exchange or national securities quotation system and (ii) the disclosing party provides advance notice to the other party of the proposed disclosure and cooperates in good faith with respect to the timing, manner and content of such disclosure (to the extent consistent with its obligation to make disclosure).\n 3. Required Disclosure. In the event that EnCana or its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or any other facts or information, the disclosure of which is prohibited by this letter agreement, EnCana shall (i) provide TBI with prompt notice of any such request or requirement so that TBI may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement and (ii) consult with TBI as to the advisability of taking legally available steps to resist or narrow such request. If, in the absence of a protective order or other remedy, or the receipt of a waiver by TBI, EnCana or any of its Representatives should nonetheless, based on the advice of such party's counsel, disclose the Evaluation Material and/or the facts or information covered by Section 2, EnCana or its Representative may, without liability hereunder, disclose only that portion of the Evaluation Material and/or such facts or information that such counsel advises is legally required to be disclosed; provided that EnCana gives TBI written notice of the Evaluation Material and/or such facts or other information to be disclosed as far in advance of its disclosure as is reasonably practicable and exercises its reasonable efforts to preserve the confidentiality of the Evaluation Material and/or such facts or other information, including, without limitation, by cooperating with TBI to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Evaluation Material and/or such facts or information.\n 4. Termination of Discussions. If either party decides that it does not wish to proceed with discussions or negotiations relating to a Transaction with the other party and the party so deciding promptly informs the other party of that decision, or at any time upon the request of TBI for any reason, EnCana will promptly deliver to TBI or, at the option of EnCana, destroy all written (and electronic) Evaluation Material. In the event of such a decision or request, all other Evaluation Material prepared by EnCana shall be destroyed, and in no event shall EnCana be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to TBI provided that a single copy of each item returned or destroyed may be retained in the files of EnCana's outside legal counsel for the purpose of resolving any disputes that may arise under this letter agreement. If requested, the destruction of Evaluation Material shall be certified in writing by an authorized officer of EnCana. Notwithstanding the termination of any discussions or the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by their obligations of confidentiality hereunder for a period of eighteen months from the date hereof.\n 5. Standstill Agreement. For a period of 18 months from the date hereof, EnCana agrees that it and its affiliates shall not, without the prior written request of TBI, directly or indirectly, alone or in concert with others, (a) acquire, offer to acquire, or agree to acquire, by purchase, or otherwise, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 of the Securities Exchange Act of 1934) of more than 1% of any class of voting securities issued by TBI or any material assets of TBI or any securities or material assets of any subsidiary of TBI, (b) propose to enter into any merger or business combination involving TBI or any of its subsidiaries, (c) make, or in any way participate in, any \"solicitation\" of \"proxies\" (as such terms are used in the proxy rules of the United States Securities and Exchange Commission) with respect to the securities of TBI, or advise or seek to influence any person or entity with respect to the voting of, or giving of consents with respect to, any securities of TBI or any of its subsidiaries, (d) seek or propose to influence or control (whether though a \"group,\" as such term is used in Rule 13d-5 of the Securities Exchange Act of 1934 or otherwise) the management, board of directors, policies or affairs of TBI or any of its subsidiaries, (e) to the extent doing so would require the public disclosure of such action by TBI, make any request to waive or amend any provision of this Section 5, (f) disclose any intention, plan or arrangement inconsistent with any of the foregoing or (g) encourage any third party to do any of the foregoing; provided, however, that this Section 5 shall terminate with respect to EnCana if a person or entity (other than EnCana or an affiliate of EnCana) acquires, enters an agreement to acquire, or publicly proposes to acquire, directly or indirectly, by merger or otherwise, more than 50% of the voting securities of TBI (i.e., those securities of TBI that are entitled to participate in the annual election of directors), or otherwise acquires, enters an agreement to acquire, or publicly proposes to acquire, the ability to control the management or policies of TBI. As used in this Section 5, the term \"securities\" shall mean any securities of TBI and any direct or indirect warrants, rights or options to acquire securities of TBI.\n 6. Procedure for Communications. It is understood that the parties will arrange for appropriate contacts for due diligence purposes. Unless otherwise agreed, all (i) communications regarding a possible Transaction, (ii) requests for information and\n(iii) discussions or questions regarding procedures, will be submitted or directed to the respective party's Chief Executive Officer, Chief Financial Officer or General Counsel.\n 7. Prohibition on Employee Hiring. Until the first anniversary of the date hereof, EnCana will not, nor will it permit any of its subsidiaries, directors, officers or employees to, directly or indirectly, solicit or hire the services, as employee, consultant or otherwise, of any employee of TBI or its subsidiaries with whom EnCana had contact in connection with its consideration of the Transaction or who became known to EnCana specifically in connection with its consideration of the Transaction, except that this provision shall not prohibit the hiring of any such employee (i) who responds to any public advertising for employment without any other direct or indirect solicitation or (ii) whose employment by TBI or its subsidiary has been terminated prior to the commencement of discussions with such employee.\n 8. Securities Law. EnCana hereby acknowledges that it is aware, and that it has advised or will advise its Representatives who are informed as to the matters that arc the subject of this agreement, that the United States securities laws may prohibit any person who has material, nonpublic information concerning the matters that are the subject of this agreement from purchasing or selling securities of a company that may be a party to a transaction of the type contemplated by this agreement or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.\n 9. Miscellaneous. (a) Unless and until a definitive agreement between the parties with respect to any Transaction has been executed and delivered, neither TBI nor EnCana will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this letter or any written or oral expression with respect to such a Transaction by any of its Representatives except for the matters specifically agreed to in this letter agreement. Each party further agrees that neither party shall have\nany obligation to authorize or pursue with the other party any Transaction. Each party acknowledges and agrees that each reserves the right, in its sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with the other at any time.\n (b) It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. The agreements set forth in this letter agreement may be modified or waived only by a separate writing between the parties hereto.\n (c) Notwithstanding anything herein to the contrary other than paragraph 7 above, all of the obligations of the parties hereunder shall (if not sooner terminated) terminate on the second anniversary of the date hereof; provided, however, that no such termination shall relieve a party from liability for any breach by such party of the terms hereof that exists on the date of such termination.\n (d) EnCana understands and agrees that neither TBI nor any of its Representatives has made or makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material or shall have any liability to EnCana or any of its Representatives resulting from the use of the Evaluation Material or any errors in or omissions therefrom, except in each case to the extent expressly provided in any definitive agreement.\n (e) Each party hereby represents that it has the power and authority to execute and deliver this letter agreement, and that it has been duly authorized and constitutes a valid and binding agreement of such party, enforceable in accordance with its terms. This letter agreement shall be binding upon the respective successors in interest of the parties hereto and shall inure to the benefit of, and be enforceable by, the respective successors in interest of the parties hereto.\n (f) This agreement contains the entire agreement and understanding between the parties as to the subject matter hereof and supersedes any prior agreements, commitments, representations, writings and discussions, whether oral or written, relating to that subject matter. If any provision of this letter agreement is held by a court of competent jurisdiction in a final, non-appealable judgment to be invalid, illegal or unenforceable, the remainder of the provisions of this letter shall remain in full force and effect and any invalid, illegal or unenforceable provision shall be replaced with a valid, legal or enforceable provision, the effect of which comes as close as possible to that of the invalid, illegal or unenforceable provision.\n (g) The validity and interpretation of this letter agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Colorado without regard to conflicts-of-law rules or principles.\n (h) This letter agreement may be executed in one or more counterparts. Each such counterpart shall be deemed to be an original instrument, but all such counterparts taken together shall constitute one and the same agreement.\n (i) EnCana agrees that money damages would not be a sufficient remedy for any breach of this letter agreement by EnCana or any of its Representatives and that TBI shall be entitled to seek equitable relief, including injunction and specific performance, as well as reimbursement for legal and other expenses as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this letter agreement, but shall be in addition to all other remedies available at law or equity. In the event of litigation concerning this letter agreement, if a court of competent jurisdiction determines in a final nonappealable order that a party has breached this letter agreement, then such party shall be liable for and pay the other party's reasonable legal fees and expenses incurred in connection with such litigation, including any appeal therefrom or review thereof.\n Please confirm your agreement with the foregoing by signing and returning one copy of this letter agreement to the undersigned.\n Very truly yours,\nTOM BROWN, INC.\nBy:\n /s/ JAMES D. LIGHTNER\nJames D. Lightner Chairman, Chief Executive Officer and President\nACCEPTED AND AGREED as of November 25, 2003\nENCANA OIL & GAS (USA) INC.\nBy:\n /s/ ROGER BIEMANS\nRoger Biemans\nPresident\n", "spans": [ [ 0, 25 ], [ 26, 41 ], [ 42, 58 ], [ 59, 80 ], [ 81, 108 ], [ 109, 124 ], [ 125, 152 ], [ 153, 169 ], [ 170, 205 ], [ 206, 227 ], [ 228, 229 ], [ 229, 729 ], [ 729, 943 ], [ 944, 945 ], [ 945, 1016 ], [ 1016, 1450 ], [ 1450, 1765 ], [ 1765, 1926 ], [ 1926, 2089 ], [ 2089, 2241 ], [ 2241, 2414 ], [ 2414, 2668 ], [ 2668, 2963 ], [ 2963, 3105 ], [ 3105, 3738 ], [ 3738, 3940 ], [ 3940, 4042 ], [ 4043, 4044 ], [ 4044, 4078 ], [ 4078, 4624 ], [ 4624, 4925 ], [ 4925, 5182 ], [ 5183, 5184 ], [ 5184, 5208 ], [ 5208, 5597 ], [ 5597, 5808 ], [ 5808, 5921 ], [ 5921, 6975 ], [ 6976, 6977 ], [ 6977, 7008 ], [ 7008, 7400 ], [ 7400, 7859 ], [ 7859, 7978 ], [ 7978, 8250 ], [ 8251, 8252 ], [ 8252, 8277 ], [ 8277, 8476 ], [ 8476, 8840 ], [ 8840, 8943 ], [ 8943, 9326 ], [ 9326, 9576 ], [ 9576, 9730 ], [ 9730, 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] }, "nda-5": { "choice": "Entailment", "spans": [ 19, 21, 22 ] }, "nda-4": { "choice": "Entailment", "spans": [ 21 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0000014803/000104746904012846/a2134202zex-99_e3.htm" }, { "id": 505, "file_name": "25895_0000950134-07-023464_d51356exv10w1.htm", "text": "Exhibit 10.1\nNONCOMPETITION AND NON-DISCLOSURE AGREEMENT\n THIS NONCOMPETITION AND NON-DISCLOSURE AGREEMENT (the \u201cAgreement\u201d) is made and entered into as of the 5th day of November, 2007, by and between SPRINGS GLOBAL US, INC., a Delaware corporation (\u201cSeller\u201d), and CROWN CRAFTS INFANT PRODUCTS, INC., a Delaware corporation (\u201cPurchaser\u201d).\n WHEREAS, Seller is engaged in the business of designing, marketing, importing, selling and distributing various types of bedding, blanket and bath products and related accessories for the Infant and Toddler Retail Market (as defined herein) through Seller\u2019s unincorporated baby product line (the \u201cBusiness\u201d);\n WHEREAS, Seller and Purchaser have entered into that certain Asset Purchase Agreement of even date herewith, to which a form of this Agreement is attached as Exhibit D, relating to the sale to Purchaser of certain of Seller\u2019s assets, rights and properties relating to the Business (the \u201cPurchase Agreement\u201d);\n WHEREAS, in order to protect the goodwill of the Purchased Assets (as defined in the Purchase Agreement) and the Business and the other value to be acquired by Purchaser pursuant to the Purchase Agreement for which Purchaser is paying substantial consideration, Purchaser and Seller have agreed that Purchaser\u2019s obligation to consummate the transactions contemplated by the Purchase Agreement is subject to the condition, among others, that Seller shall have entered into this Agreement;\n WHEREAS, Purchaser has separately bargained and paid additional consideration for the covenants contained herein;\n WHEREAS, Seller acknowledges that the provisions of this Agreement are reasonable and necessary to protect the legitimate interest of Purchaser and the business and goodwill acquired by it pursuant to the Purchase Agreement; and\n WHEREAS, in order to induce Purchaser to consummate the transactions contemplated by the Purchase Agreement, Seller is willing to enter into this Agreement;\n NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the parties agree as follows:\n 1. Definitions. As used in this Agreement, terms defined in the preamble and recitals of this Agreement shall have the meanings set forth therein and the following terms shall have the meanings set forth below:\n (a) \u201cCompetitive Business\u201d shall mean any Person engaged in the business of designing, marketing or importing Competitive Products for sale or distribution to the Infant and Toddler Retail Market.\n (b) \u201cCompetitive Products\u201d shall mean the type of products designed, marketed, imported, and sold or distributed by Seller to the Infant and Toddler Retail Market in connection with the operation of the Business prior to the date hereof (which shall not include\nany Seller Exclusive Products (as hereinafter defined)) without regard to (i) the prices at which such products may be sold, (ii) any tradenames, trademarks, brands, labels, logos or other identifying characteristics used in selling such products, or (iii) the types of businesses within the Infant and Toddler Retail Market that may purchase such products.\n (c) \u201cConfidential Information\u201d shall mean all customer and supplier lists, marketing arrangements, business plans, projections, financial information, training manuals, pricing manuals, product development plans, market strategies, internal performance statistics and other competitively sensitive information of Seller used solely in the Business and not generally known by the public, whether or not in written or tangible form. Notwithstanding the foregoing, the definition of Confidential Information shall not include any of the foregoing items insofar as they relate to Seller Exclusive Products.\n (d) \u201cInfant and Toddler Retail Market\u201d shall mean those retail sales departments within retailers which sell products intended for children from ages zero to four years of age.\n (e) \u201cPermitted Activities\u201d shall mean (i) owning not more than 5% of the outstanding shares of publicly-held corporations or other entity engaged in a Competitive Business which have shares listed on any national or regional securities exchange or registered with the Securities and Exchange Commission (or any comparable regulatory body in any foreign jurisdiction) or through the automatic quotation system of a registered securities association (any such publicly-held corporation or other entity, a \u201cPublic Company\u201d); (ii) owning any percentage of the outstanding equity of a Person engaged in a Competitive Business where such equity was acquired by Seller after the date hereof from a Person that is not an affiliate of Seller (with \u201caffiliate\u201d defined as set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended) and where such Competitive Business\u2019s annual sales of Competitive Products into the Protected Market (as hereinafter defined) constitute less than 10% of such Person\u2019s total annual sales revenue, but in no event more than $10,000,000.00; (iii) carrying on or transacting business with any Competitive Business if such activity does not include the sale or distribution of Competitive Products, directly or indirectly, for ultimate purchase by consumers within the Protected Market; and (iv) marketing, selling or distributing any Seller Exclusive Products.\n (f) \u201cPerson\u201d shall mean an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or a court, administrative agency or other federal, state, local, municipal, foreign or other governmental or quasi-governmental authority or agency of any nature.\n (g) \u201cProtected Market\u201d shall mean the United States.\n (h) \u201cRestricted Period\u201d shall mean the period commencing on the date of this Agreement and ending on the date which is four (4) years from the date of this Agreement.\n (i) \u201cSeller Exclusive Products\u201d means any Inventory (as defined in the Purchase Agreement) that is not included within the Eligible Inventory (as defined in the Purchase Agreement) transferred to Purchaser pursuant to the Purchase Agreement.\n 2. No Competing Business. Seller hereby agrees that, during the Restricted Period, except as permitted by Section 5 of this Agreement, it will not, directly or indirectly, own, manage, operate, control, invest in or acquire an interest in, or otherwise engage or participate in the establishment, management or operation of, any Competitive Business that sells or distributes Competitive Products, directly or indirectly, for ultimate purchase by consumers in the Protected Market, without regard to whether the Competitive Business has any office, manufacturing or other business facilities within the Protected Market.\n 3. No Interference with the Business. Seller hereby agrees that, during the Restricted Period, except as permitted by Section 5 of this Agreement, Seller will not, directly or indirectly, solicit, induce or influence any customer, supplier, lender, lessor or any other Person that has a business relationship with the Business in the Protected Market, or which had on the date of this Agreement a business relationship with the Business in the Protected Market, to discontinue or reduce the extent of such relationship with the Business in the Protected Market; it being understood that, nothing herein shall restrict Seller from carrying on or transacting business with any such Person in respect of any Seller Exclusive Products.\n 4. No Disclosure of Proprietary Information. Seller hereby agrees that, during the Restricted Period, it will not, directly or indirectly, disclose to anyone, or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser, any Confidential Information, except as permitted by Section 5 of this Agreement. Notwithstanding the foregoing, Seller may make disclosure of Confidential Information if Seller reasonably concludes that public disclosure of Confidential Information is required by applicable legal requirements and Seller (i) gives Purchaser written notice of such proposed disclosure as far in advance of such disclosure as is reasonably practicable, (ii) cooperates reasonably with Purchaser in its efforts to protect the information from disclosure, including, without limitation, assisting Purchaser in obtaining, at Purchaser\u2019s expense, an appropriate protective order or other reliable assurance that confidential treatment will be accorded such information, and (iii) limits its disclosure to the minimum required by applicable legal requirements unless Purchaser agrees in writing to a greater level of disclosure.\n 5. Permitted Activities. The restrictions set forth in Sections 2, 3 and 4 of this Agreement shall not apply to Permitted Activities or to actions taken by Seller to the extent that such actions are expressly approved in writing by Purchaser.\n 6. Representations and Warranties. Seller represents and warrants that this Agreement is a legal, valid and binding obligation, enforceable against Seller in accordance with its terms.\n 7. Waivers. Neither party will be deemed as a consequence of any act, delay, failure, omission, forbearance or other indulgences granted from time to time by it, or for any other reason (a) to have waived, or to be estopped from exercising, any of its rights or remedies\nunder this Agreement or (b) to have modified, changed, amended, terminated, rescinded or superseded any of the terms of this Agreement.\n 8. Injunctive Relief. Seller acknowledges that (i) any violation of this Agreement will result in irreparable injury to Purchaser, (ii) damages at law would not be reasonable or adequate compensation to Purchaser for violation of this Agreement, and (iii) Purchaser shall be entitled to have the provisions of this Agreement specifically enforced by preliminary and permanent injunctive relief without the necessity of proving actual damages and without posting bond or other security as well as to an equitable accounting of all earnings, profits and other benefits arising out of any such violation.\n 9. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if (a) delivered by hand, (b) mailed by registered or certified mail (return receipt requested), (c) by deposit with a nationally recognized courier for next business day delivery, or (d) faxed and immediately confirmed both orally and in writing, to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice) and shall be deemed given on the date on which so hand-delivered or so telecommunicated or the next business day following deposit with such courier or on the third business day following the date on which so mailed, if deposited in a regularly-maintained receptacle for United States mail:\n To Seller:\nSprings Global US, Inc.\n205 North White Street\nFort Mill, South Carolina 29715\nAttn: Mr. Tom O\u2019Connor\nFax: (803) 547-1688\n with a copy to (which shall not constitute notice to Seller):\nSprings Global US, Inc.\n205 North White Street\nFort Mill, South Carolina 29715\nAttn: Legal Department\nFax: (803) 547-3766\n To Purchaser:\nCrown Crafts Infant Products, Inc.\n916 S. Burnside Avenue\nGonzales, Louisiana 70737\nAttn: Mr. E. Randall Chestnut\nFax: (225) 647-9112\n with a copy to (which shall not constitute notice to Purchaser):\nRogers & Hardin LLP 2700 International Tower\n229 Peachtree Street, NE\nAtlanta, Georgia 30303\nAttn: Steven E. Fox, Esq.\nFax: (404) 525-2224\n 10. Successors in Interest. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns, and any reference to a party hereto shall also be a reference to any such successor or assign.\n 11. Number; Gender. Whenever the context so requires, the singular number shall include the plural and the plural shall include the singular, and the gender of any pronoun shall include the other genders.\n 12. Captions. The titles, captions and table of contents contained in this Agreement are inserted herein only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof. Unless otherwise specified to the contrary, all references to Sections are references to Sections of this Agreement.\n 13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws.\n 14. Waivers and Amendments. Any term or provision of this Agreement may be waived at any time by the party that is entitled to the benefits thereof, and any term or provision of this Agreement may be amended or supplemented at any time by the mutual consent of the parties hereto, except that any waiver of any term or condition, or any amendment or supplementation, of this Agreement must be in writing. A waiver of any breach or failure to enforce any of the terms or conditions of this Agreement shall not in any way affect, limit or waive a party\u2019s rights hereunder at any time to enforce strict compliance thereafter with every term or condition of this Agreement.\n 15. Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them with respect to the subject matter hereof.\n 16. Severability. Any provision hereof which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by law, the parties hereto waive any provision of law which renders any such provision prohibited or unenforceable in any respect. The parties acknowledge and agree that in the event that any provision of this Agreement should ever be deemed to exceed the time, geographic, product or any other limitations permitted by applicable law, it is their intent that any invalid, prohibited or unenforceable term or provision herein be reformable by the reviewing court to the fullest extent permitted by applicable law.\n 17. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement. Executed counterparts may be delivered by facsimile transmission or by other electronic communication.\n 18. Enforcement of Certain Rights. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any Person other than the parties hereto, and their successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, or result in such Person being deemed a third party beneficiary of this Agreement.\n[Signature page follows.]\n IN WITNESS WHEREOF, Seller and Purchaser have each caused this Agreement to be executed and delivered as of the date first written above.\n SELLER:\n SPRINGS GLOBAL US, INC.\n By: /s/ Flavio R. Barbosa\n Name: Flavio R. Barbosa\n Title: EVP & CFO\n PURCHASER:\n CROWN CRAFTS INFANT PRODUCTS, INC.\n By: /s/ E. Randall Chestnut\n Name: E. 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(\u201cNorth American\u201d) and AZZ incorporated (\u201cAZZ\u201d). North American and AZZ are sometimes herein collectively referred to as the \u201cParties\u201d and each, a \u201cParty\u201d. In its capacity as a Party receiving Confidential Information, as that term is hereinafter defined, a Party may be referred to herein as a \u201cReceiving Party\u201d; in its capacity as a Party disclosing Confidential Information, a Party may be referred to herein as a \u201cDisclosing Party\u201d.\n1. Confidential Information, Representatives. The Parties are considering entering into a possible transaction (the \u201cTransaction\u201d), and in order to assist the other Party in evaluating the possible Transaction, each Party is prepared to make available to the other Party certain confidential, non-public or proprietary information concerning its and/or its affiliates\u2019 and/or subsidiaries\u2019 businesses, plans, operations and assets (any and all such information provided to a Receiving Party by or on behalf a Disclosing Party, its affiliates or subsidiaries regardless of the manner in which such is provided, together with all notes, summaries, analysis, compilations, studies, interpretations and memoranda based thereon or extracts, copies and other reproductions thereof is herein referred to as the \u201cConfidential Information\u201d). As a condition to the Confidential Information being furnished by each Party to the other Party and its affiliates, subsidiaries, directors, officers, partners, members, employees, agents, advisors, attorneys, accountants, consultants and potential sources of capital or financing (collectively, \u201cRepresentatives\u201d), each Party agrees to treat the Confidential Information provided to it by the other Party in accordance with the provisions of this Agreement and to take or abstain from taking certain other actions hereinafter set forth.\n2. Excluded Information. The Confidential Information shall not include information that (i) is or becomes publicly available other than as a result of acts by the Receiving Party or its Representatives in breach of the terms of this Agreement, (ii) is in the Receiving Party\u2019s possession or the possession of any of its Representatives prior to disclosure by or on behalf of the Disclosing Party or is independently derived by the Receiving Party or any of its Representatives without the aid, application or use of the Confidential Information, (iii) is disclosed to the Receiving Party or any of its Representatives by a third party on a non-confidential basis, or (iv) subject to compliance with paragraph 6 below, the Receiving Party or any of its Representatives is advised by counsel that it is required to be disclosed by applicable law, regulation or legal process.\n3. Use and Non-Disclosure of Confidential Information. The Receiving Party and its Representatives shall use the Confidential Information provided to it by or on behalf of the Disclosing Party solely for the purpose of evaluating a possible Transaction. The Receiving Party shall keep the Confidential Information provided to it by the Disclosing Party confidential and shall not disclose any of the Confidential Information in any manner whatsoever; provided, however, that (i) the Receiving Party may make any disclosure of information contained in the Confidential Information provided to it by the Disclosing Party to which the Disclosing Party gives its prior written consent, and (ii) any information contained in the Confidential Information provided by the Disclosing Party may be disclosed to the Receiving Party\u2019s Representatives who reasonably require access to such information for the purpose of evaluating a possible Transaction and who agree to keep such information confidential. Each Party shall be responsible for any breach of the terms of this Agreement by any of its Representatives.\n4. Non-Disclosure of Existence of Negotiations. Without the prior written consent of the other Party, or except as a Party is advised by counsel is required by applicable law, regulation or legal process, neither Party nor any of its Representatives shall (i) disclose to any other person that it has received Confidential Information from the other Party, or (ii) disclose to any person that discussions or negotiations are taking place between the Parties concerning a possible Transaction, including the status of such discussions or negotiations.\n5. Return of Confidential Information. Promptly upon the written request of the Disclosing Party, the Receiving Party shall return all copies of the Confidential Information provided by or on behalf of the Disclosing Party to the Disclosing Party, and all other Confidential Information (including, without limitation, all notes, summaries, analysis, compilations, studies, interpretations and memoranda based thereon or extracts, copies and other reproductions thereof or other documents prepared by the Receiving Party or its Representatives that contain or reflect such Confidential Information) shall be destroyed. Notwithstanding the foregoing, the Receiving Party and its Representatives may retain (subject to the terms of this Agreement) copies of the Confidential Information to the extent that such retention is required by applicable law or regulation.\n6. Subpoena or Court Order. In the event that a Party or anyone to whom it discloses the Confidential Information provided to it by or on behalf of the Disclosing Party receives a request to disclose all or any part of the Confidential Information provided to it by or on behalf of the Disclosing Party pursuant to applicable law or regulation or under the terms of a subpoena or other order issued by a court of competent jurisdiction or by another governmental agency, such Party shall (provided that such is legally permitted) (i) promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such a request, (ii) consult with the Disclosing Party on the advisability of taking steps to resist or narrow such request, (iii) if disclosure of such Confidential Information is required, furnish only such portion of the Confidential Information as such Party is advised by counsel is legally required to be disclosed, and (iv) reasonably cooperate with the Disclosing Party in its efforts to obtain a protective order to prevent the Confidential Information from being disclosed or such other order or other reliable assurance that confidential treatment will be afforded to such portion of the Confidential Information that is required to be disclosed.\n7. Disclaimer of Warranty. None of the Parties or their Representatives have made or make any representation or warranty as to the accuracy or completeness of the Confidential Information provided to the other Party. The Parties and their Representatives shall have no liability to each other resulting from a Party\u2019s use of the Confidential Information, except as may be expressly set forth in a definitive written agreement between the Parties with respect to a Transaction, in accordance with the terms thereof.\n8. Definitive Agreement. Unless and until a definitive written agreement between the Parties with respect to a Transaction has been executed and delivered, neither Party shall be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this or any other written or oral expression by either of them or their Representatives except, in the case of this Agreement, for the matters specifically agreed to herein.\n9. Applicable Securities Laws. Each Party hereby acknowledges that some or all of the Confidential Information is likely to constitute material, non-public information. Each Party hereby represents and warrants that it is aware (and that it shall advise its Representatives who are not already aware) that United States and other applicable securities laws prohibit any person who has material, non-public information concerning a publicly traded company or entity from purchasing or selling securities of such company or entity, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Each Party hereby agrees to fully comply with all applicable securities laws.\n10. Standstill. For a period of one (1) year from the date of this Agreement, each Party agrees that it shall not, and that it shall cause is affiliates and subsidiaries who have received the other Party\u2019s Confidential Information, or who are aware of the possibility of the Transaction, not to, directly or indirectly, unless specifically invited in advance by the other Party\u2019s Board of Directors: (i) acquire or agree, offer, seek or propose to acquire, or sell or otherwise dispose of, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of any of the other Party\u2019s assets or businesses or any securities issued by such other Party, or any rights or options to acquire such ownership (including from a third party), (ii) seek or propose to influence or control of the other Party\u2019s management or policies (or request permission to do so), or (iii) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing.\n11. No Unauthorized Contact or Solicitation by AZZ. During the course of AZZ\u2019s evaluation of the Transaction, all inquiries and other communications are to be made directly to employees or representatives of North American specified by North American. Accordingly, AZZ agrees not to directly or indirectly contact or communicate with any executive or other employee of North American concerning the Transaction, or to seek any information in connection therewith from such person, without the consent of North American. AZZ also agrees not to discuss with or offer to any third party an equity participation in the Transaction or any other form of joint acquisition without the prior written consent of AZZ.\nFor a period of two (2) years after the date hereof, without the prior written consent of North American, neither AZZ nor any of its affiliates, whom AZZ has made aware of this Agreement or to whom AZZ has disclosed Confidential Information, shall, directly or indirectly, in any individual, representative or other capacity, employ or engage, or solicit for employment or engagement, any employee of, or any person whose activities are principally dedicated to, North American whom AZZ is made aware of or who AZZ has direct contact with as a result of AZZ\u2019s consideration of the Transaction or otherwise seek to influence or alter any such person\u2019s relationship with North American; provided, however, that the foregoing shall not prohibit AZZ from: (i) general advertising not directed toward employees of North American or hiring employees responding to such advertising; (ii) hiring any person who initiates discussions with AZZ regarding employment without any direct or indirect solicitation by AZZ or; (iii) hiring any person whose employment with North American has been terminated (by either that employee or North American) prior to and independent of any communication with AZZ or any of AZZ\u2019s representatives or agents regarding employment. If the foregoing provision shall be adjudicated to be invalid or unenforceable, such provision shall be amended to reduce the time period or otherwise amended as is necessary to cause such provision to be valid or enforceable, and such amendment shall apply only with respect to the operation of this provision in the particular jurisdiction in which such adjudication is made.\n12. Remedies. Each Party acknowledges that in the event of any breach of the terms of this Agreement, the other Party could not be made whole by monetary damages. Accordingly, each Party, in addition to any other remedy to which it may be entitled in law or in equity, shall be entitled to an injunction to prevent breaches of this Agreement, and to an order compelling specific performance of this Agreement. A breaching Party shall reimburse the other Party for all reasonable costs and expenses, including reasonable attorneys\u2019 fees, incurred by the other Party in the event it successfully enforces the obligations of the breaching Party or its Representatives hereunder.\n13. Entire Agreement. This Agreement represents the entire understanding and agreement of the Parties with respect to the matters contained herein, and may be modified or waived only by a separate writing executed by the Parties, expressly so modifying or waiving this Agreement.\n14. No Waiver. No failure or delay by a Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\n15. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to the laws of conflict of laws.\n16. Captions. The Captions contained in this Agreement are for convenience only and shall not affect the construction or interpretation of any provisions of this Agreement.\n17. Counterparts. This Agreement may be executed in any number of counterparts, each of which for all purposes shall be deemed to be an original, but all of such counterparts shall together constitute one and the same instrument. It is not necessary that each party to this Agreement execute the same counterpart, so long as identical counterparts are executed by all parties to this Agreement. This Agreement may be delivered by facsimile or other reliable electronic means.\n18. Term. Except with regard to paragraph 10, this Agreement shall expire two (2) years from the date hereof.\n[Remainder of Page Intentionally Left Blank]\nTHIS AGREEMENT is executed and delivered effective as of the date first written above.\nAZZ:\nAZZ INCORPORATED\nBy: /s/ David H. Dingus\nName: David H. Dingus\nTitle: President and CEO\nNorth American:\nNORTH AMERICAN GALVANIZING\n& COATING, INC.\nBy: /s/ Ronald J. Evans\nName: Ronald J. 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INDEPENDENT CONTRACTOR.\nA. Contractor agrees to be compensated by the Company as follows:\ni. Fee The Company will pay Contractor $150,000 annually for the first full year to be adjusted proportionately with increases commensurate and at the same time with those awarded to the CEO and COO of the Company during the term of this contract.\nii. For the first year only a Payment of $25,000 of the Fee shall be advanced to Contractor within the first six months of this Agreement. Additionally, the Contractor will be paid a fee of $10,416.66 per month over the next 12 months. Allowing the contractor to be paid the above agreed upon amount of $150,000 for first twelve months\niii. Stock. The Company will issue Contractor 3,000,000 restricted shares of common stock upon execution of this Agreement as fully earned.\niv. The Company will reimburse Contractor for reasonable business expenses, including travel and temporary lodging, incurred on behalf of the Company. Any additional expenses shall be pre-approved by the Company and will be reimbursed subject to receiving reasonable substantiating documentation relating to such expenses.\nB. Contractor is, and will remain, an independent contractor in with our relationship to the Company.\nC. The Company shall not be responsible for withholding taxes with respect to our compensation. Contractor agrees to indemnify, defend and hold the Company harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on the Company by the relevant taxing authorities with respect to any compensation paid to Contractor.\nD. Contractor acknowledges and agrees that am not an employee of Company for any purpose whatsoever, but an independent contractor. Company is interested only in the results obtained by Contractor and I shall have sole control of the manner and means of performance under this Agreement. Company shall not have the right to require Contractor to do anything which would jeopardize the relationship of independent contractor between Company and Contractor. All expenses and disbursements incurred by Contractor in connection with this Agreement shall be borne wholly and completely by Contractor. Contractor does not have, nor shall Contractor hold itself out as having, any right, power or authority to create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon Company, unless Company shall consent thereto in writing.\nE. Contractor understands that this Agreement shall not render Contractor as an employee, partner, or joint venture with the Company for any purpose.\nF. Contractor understands that the initial term of this Agreement shall be for two (2) years. However, regardless of the term of this Agreement, Contractor understands that the Company may terminate this Agreement for any reason at any time with 10 days prior written notice to Contractor.\nII. TRADE SECRETS AND CONFIDENTIAL INFORMATION.\nA. Confidentiality and Confidential Information.\nContractor agrees to regard and preserve as confidential all information obtained by Contractor relating or pertaining to (i) the Company\u2019s business, projects, plans, products, planned or proposed products, customers, potential customers, trade secrets, and other confidential information (including business and financial information), and any computer programs and software or unpublished know-how, whether patented or unpatented, and to (ii) all of our activities for or on behalf of the Company, and Contractor agrees not to publish or disclose any part of such information to others or use the same for our own purposes or the purposes of others, during the time Contractor is working for Company or thereafter. Any information of the Company which is deemed a \u201ctrade secret\u201d by the California Uniform Trade Secret Act shall be considered to be confidential information and therefore within the scope of this Agreement, unless the Company advises Contractor otherwise in writing. Contractor further agrees to preserve as confidential the confidential information of any third party to which Contractor may have access and to treat such information as though it were Company confidential information.\nB. Prevention of Unauthorized Release of Company Confidential Information.\nContractor agrees to promptly advise the Company of any knowledge which Contractor may have of any unauthorized release or use of any Company confidential information, and shall take reasonable measures to prevent unauthorized persons or entities from having access to, obtaining or being furnished with any Company confidential information.\nC. Confidential Information of Third Parties.\nContractor agrees not to disclose to the Company and not to use in any way in connection with our work for the Company any confidential information or trade secrets of any kind, or any embodiments thereof, of any previous employer or other third party. Specifically, and without limitation, Contractor agrees to use only our general knowledge, experience and skill in connection with our work with the Company and acknowledge that this is the purpose for which Contractor has been hired by the Company.\nD. Termination of Work and Deliverables.\nContractor agrees that, upon termination of our contract with the Company (voluntary or otherwise), Contractor will return to the Company all things belonging to the Company, and that all documents, records, notebooks and tangible articles containing or embodying confidential information, including copies thereof, then in our possession or control, whether prepared by Contractor or others, will be left with the Company. Deliverables shall also included, but not be limited to: (i) all source code; (ii) firmware; (iii) executable code; (iv) assembled code; (v) documentation including design and any modification thereto, (vi) schematics; (vii) prototype and/or production hardware.\n CONTRACTOR RECOGNIZES THAT THE UNAUTHORIZED TAKING OF ANY OF THE COMPANY\u2019S TRADE SECRETS IS A CRIME UNDER SECTION 499(C) OF THE CALIFORNIA PENAL CODE, AND IS PUNISHABLE BY IMPRISONMENT IN A STATE PRISON OR IN A COUNTY JAIL FOR A TIME NOT EXCEEDING ONE YEAR, OR BY A FINE NOT EXCEEDING FIVE THOUSAND DOLLARS ($5,000), OR BY BOTH SUCH FINE AND SUCH IMPRISONMENT. CONTRACTOR FURTHER RECOGNIZES THAT SUCH UNAUTHORIZED TAKING OF THE COMPANY\u2019S TRADE SECRETS MAY ALSO RESULT IN CIVIL LIABILITY UNDER CALIFORNIA CIVIL CODE SECTION 3426, ET SEQ., AND THAT A WILLFUL TAKING MAY RESULT IN AN AWARD AGAINST CONTRACTOR FOR THE COMPANY\u2019S ATTORNEYS\u2019 FEES AND TRIPLE THE AMOUNT OF THE COMPANY\u2019S DAMAGES.\nIII. INVENTIONS.\nA. Disclosure of Inventions.\nContractor acknowledges and agree that, pursuant to our work for the Company, Contractor will be in a position which could provide the opportunity for conceiving and/or reducing to practice inventions, improvements, developments, ideas or discoveries, whether patentable or unpatentable (collectively hereinafter referred to as \u201cInventions\u201d). Accordingly, Contractor agrees to promptly disclose to the Company, in writing, all Inventions conceived or reduced to practice by Contractor while working for the Company either solely or jointly with others, and whether or not during regular working hours. Contractor further agrees to maintain adequate and current written records of such Inventions.\nB. Company Inventions.\nThe assignment provisions in Paragraph III.C below shall apply only to \u201cCompany Inventions\u201d as defined herein. Company Inventions shall mean any Invention that either:\n1. relates, at the time of conception or reduction to practice of the Invention, to:\na. the Company\u2019s business, projects or products, or to the manufacture or utilization thereof; or\nb. the actual or demonstrably anticipated research or development of the Company; or\n2. results from any work performed directly or indirectly by Contractor for the Company; or\n3. results, at least in part, from the use of the Company\u2019s time, materials, facilities or trade secret information regardless of whether Company equipment is used.\nC. Assignment of Company Inventions.\nContractor hereby assigns, and agree to assign, to the Company all our right, title and interest in and to all Company Inventions. Also, Contractor hereby assigns, and agree to assign, to the Company all Inventions conceived or reduced to practice by Contractor within one year following the termination of our work for the Company (voluntary or otherwise), if the Invention is a result of the Company\u2019s information which was obtained by Contractor during our work for the Company.\nTHIS SECTION C DOES NOT APPLY TO ANY INVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870, INCLUDING ANY IDEA OR INVENTION WHICH IS DEVELOPED ENTIRELY ON OUR OWN TIME WITHOUT USING THE COMPANY\u2019S EQUIPMENT, SUPPLIES, FACILITIES OR TRADE SECRET INFORMATION, AND WHICH IS NOT RELATED TO THE COMPANY\u2019S BUSINESS (ACTUAL OR DEMONSTRABLY ANTICIPATED), AND WHICH DOES NOT RESULT FROM WORK PERFORMED FOR THE COMPANY.\nD. Execution of Necessary Documents.\nContractor agrees that, upon request and without compensation therefore, but at no expense to Contractor, and whether during the time Contractor is working for the Company, or thereafter, Contractor will do all lawful acts, including the execution of papers and lawful oaths and the giving of testimony, that in the opinion of the Company, its successors and assigns, may be necessary or desirable in obtaining, sustaining, reissuing, extending and enforcing United States and foreign Letters Patent, including design patents, on all of such Company Inventions, and for perfecting, affirming, maintaining and recording the Company\u2019s complete ownership and title thereto, and to otherwise cooperate in all proceedings and matters relating thereto.\nE. Exception.\nContractor has listed below all unpatented, but potentially patentable, ideas and inventions conceived prior to our work for the Company (and which have not been assigned to a former employer) and which are, therefore, excluded from the scope of this Agreement:\n1. __None Noted_______________________________________________;\n2. _________________________________________________;\n3. _________________________________________________; and\n4. _________________________________________________.\nIV. COPYRIGHTS.\nContractor agrees that all right, title and interest in any and all copyrights, copyright registrations and copyrightable subject matter which occur as a result of our work for the Company shall be the sole and exclusive property of the Company, and agree that such works comprise works made for hire. Contractor hereby assigns, and agree to assign, all right, title and interest in any and all copyrights, copyright registration and copyrightable subject matter which occur as a result of our work for the Company. Contractor hereby irrevocably appoints Company as our attorney-in-fact for the purpose of executing any and all documents and performing any and all other acts necessary to give effect and legality to the provisions of this paragraph and paragraph II.D above.\nV. NO UNFAIR COMPETITION.\nAs consideration for entering into this Agreement with the Company, and the Company providing Contractor compensation for our services, Contractor agrees not to compete with the Company as follows:\nA. During The Time Contractor is Working for the Company.\nContractor agrees that during the time Contractor is working for the Company, Contractor will not interfere with the business of the Company in any manner. Particularly, but without limitation, Contractor agrees to refrain from planning or organizing a competitive business during the time Contractor is working for the Company. Contractor further agrees that during the time Contractor is working for the Company, Contractor will not have any proprietary interest in any competitive business except for an interest of less than five percent (5%) of the outstanding shares of a publicly-held corporation, meaning a corporation whose outstanding shares are owned by one hundred (100) or more shareholders. Contractor further agrees that during the time Contractor is working for the Company, Contractor will not solicit customers of the Company for any purpose whatsoever.\nIn addition, Contractor represents and warrant that Contractor does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies and / or individuals who have businesses or proposed businesses in any way involve products or services which would be competitive with the Company\u2019s products or services, or those products or services proposed or in development by the Company during the term of the Agreement.\nVII. GENERAL PROVISIONS.\nA. If any portion of this Agreement is found to be void or unenforceable, it shall be severed from this Agreement, leaving in force the remainder of this Agreement.\nB. This Agreement will be binding upon our heirs, assigns, executors, administrators or other legal representatives.\nC. No waiver or modification of any of the terms or provisions of this Agreement shall be valid unless contained in a single writing and signed by both the Company and Contractor. No course of conduct or manner of dealing with the parties shall constitute a waiver of any term or provision of this Agreement.\nD. In the event that any legal action becomes necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled, in addition to its court costs, to such reasonable attorney fees, expert witness fees and legal expenses as shall be fixed by a court of competent jurisdiction. Subject to the provision of paragraph IV(C), this Agreement shall be governed by the laws of the State of California. The exclusive jurisdiction for any legal proceeding regarding this Agreement shall be in the courts of said state, and Contractor hereby expressly submits to the jurisdiction of said courts.\nE. Nothing in this Agreement shall limit the remedies available to the Company. Specifically, and without limitation, wherever Contractor has agreed to execute assignment or other documents for the benefit of the Company, Contractor hereby irrevocably appoints the Company as our attorney-in-fact for the limited purpose of executing any and all such documents and performing any and all other acts necessary to give effect and legality to the provisions of this Agreement.\nF. Wherever necessary to carry out the intent of the parties, certain provisions of this Agreement, including, without limitation, Sections I; II; III.A, C, D; IV; V; VI; and VII shall survive the termination of our work for the Company and shall continue in full force and effect.\nG. Contractor acknowledges that this Agreement is in consideration of our work with the Company, whether executed before, at, or following our initial work therewith. Contractor further acknowledges that this Agreement does not create any obligation for our continued work with the Company.\nH. This Agreement contains the entire understanding between Contractor and the Company with respect to the subject matter hereof, and there are no representations, warranties, promises or undertakings other than those contained in the provisions above.\nINDEPENDENT CONTRACTOR:\nDate: _____________________\n(Signature)\nThomas P. Meola, CPA\nManaging Member\nTailor Made Business Solutions, PLLC\nDate: _____________________\n(Signature)\nErik J. Cooper\nChairman & CEO\nCapital Group Holdings, Inc.\n", "spans": [ [ 0, 8 ], [ 9, 83 ], [ 84, 413 ], [ 414, 492 ], [ 492, 542 ], [ 543, 553 ], [ 554, 633 ], [ 633, 666 ], [ 667, 700 ], [ 700, 778 ], [ 779, 811 ], [ 812, 1259 ], [ 1260, 1286 ], [ 1287, 1352 ], [ 1353, 1600 ], [ 1601, 1740 ], [ 1740, 1837 ], [ 1837, 1936 ], [ 1937, 1949 ], [ 1949, 2076 ], [ 2077, 2228 ], [ 2228, 2399 ], [ 2400, 2501 ], [ 2502, 2598 ], [ 2598, 2982 ], [ 2983, 3115 ], [ 3115, 3271 ], [ 3271, 3439 ], [ 3439, 3579 ], [ 3579, 3851 ], [ 3852, 4001 ], [ 4002, 4096 ], [ 4096, 4291 ], [ 4292, 4339 ], [ 4340, 4388 ], [ 4389, 4511 ], [ 4511, 4829 ], [ 4829, 5106 ], [ 5106, 5374 ], [ 5374, 5593 ], [ 5594, 5668 ], [ 5669, 6010 ], [ 6011, 6056 ], [ 6057, 6310 ], [ 6310, 6559 ], [ 6560, 6600 ], [ 6601, 7025 ], [ 7025, 7082 ], [ 7082, 7103 ], [ 7103, 7118 ], [ 7118, 7141 ], [ 7141, 7162 ], [ 7162, 7227 ], [ 7227, 7244 ], [ 7244, 7287 ], [ 7288, 7289 ], [ 7289, 7650 ], [ 7650, 7976 ], [ 7977, 7993 ], [ 7994, 8022 ], [ 8023, 8366 ], [ 8366, 8625 ], [ 8625, 8719 ], [ 8720, 8742 ], [ 8743, 8786 ], [ 8786, 8854 ], [ 8854, 8910 ], [ 8911, 8995 ], [ 8996, 9093 ], [ 9094, 9178 ], [ 9179, 9270 ], [ 9271, 9435 ], [ 9436, 9472 ], [ 9473, 9604 ], [ 9604, 9954 ], [ 9955, 10400 ], [ 10401, 10437 ], [ 10438, 11184 ], [ 11185, 11198 ], [ 11199, 11460 ], [ 11461, 11471 ], [ 11471, 11524 ], [ 11525, 11578 ], [ 11579, 11636 ], [ 11637, 11690 ], [ 11691, 11706 ], [ 11707, 12009 ], [ 12009, 12223 ], [ 12223, 12474 ], [ 12474, 12482 ], [ 12483, 12508 ], [ 12509, 12706 ], [ 12707, 12764 ], [ 12765, 12921 ], [ 12921, 13094 ], [ 13094, 13470 ], [ 13470, 13636 ], [ 13637, 14174 ], [ 14175, 14199 ], [ 14200, 14364 ], [ 14365, 14481 ], [ 14482, 14662 ], [ 14662, 14790 ], [ 14791, 15101 ], [ 15101, 15219 ], [ 15219, 15409 ], [ 15410, 15490 ], [ 15490, 15883 ], [ 15884, 16165 ], [ 16166, 16333 ], [ 16333, 16456 ], [ 16457, 16709 ], [ 16710, 16733 ], [ 16734, 16740 ], [ 16740, 16761 ], [ 16762, 16773 ], [ 16774, 16794 ], [ 16795, 16810 ], [ 16811, 16847 ], [ 16848, 16854 ], [ 16854, 16875 ], [ 16876, 16887 ], [ 16888, 16902 ], [ 16903, 16917 ], [ 16918, 16946 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 46, 54, 74 ] }, "nda-15": { "choice": "Entailment", "spans": [ 86, 87 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 35, 36 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 108 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 46 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 35, 37, 43 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0000703339/000138730813000090/ex101.htm" }, { "id": 513, "file_name": "703361_0001193125-12-242586_d356019dex9910.htm", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement (this \u201cAgreement\u201d) is dated as of March 31, 2012 between Integrated Device Technology, Inc., a Delaware corporation (\u201cIDT\u201d), and PLX Technology, Inc., a Delaware corporation (\u201cPLX\u201d). IDT and PLX may work together to evaluate a possible strategic transaction involving IDT and PLX (\u201cProposed Transaction\u201d). As used in this Agreement, the party disclosing Confidential Information, as defined below, is the \u201cDisclosing Party\u201d and the party receiving the Confidential Information is the \u201cRecipient\u201d.\n1. During the evaluation of the Proposed Transaction, the Recipient agrees to treat confidentially information that is furnished by either the Disclosing Party or its Representatives (as defined below) to the Recipient or the Recipient\u2019s subsidiaries or its or their respective directors, officers, partners, employees, agents, representatives, including, without limitation, financial advisors, counsel, accountants, experts, and consultants (collectively, \u201cRepresentatives\u201d) in connection with the Proposed Transaction, together with notes, analyses, compilations, studies or other documents prepared by the Recipient or by its Representatives to the extent they contain or otherwise reflect such information or the Disclosing Party\u2019s review of, or interest in, the Recipient (\u201cConfidential Information\u201d).\n2. The Confidential Information will be used solely for the purposes of evaluating the Proposed Transaction, provided, however, that the Recipient may disclose any Confidential Information to its Representatives who need to know such information for the purpose of evaluating the Proposed Transaction. Prior to disclosing the Confidential Information to any Representative, however, the Recipient shall inform the Representative of the confidential nature of such information and undertake reasonable efforts to cause them to treat such information on a confidential basis. The Recipient shall be responsible for the breach of this Agreement by its Representatives that have not separately signed a non-disclosure agreement with the Disclosing Party or any of its Representatives, and shall take all reasonable measures to restrain its Representatives from unauthorized disclosure of the Confidential Information. The Disclosing Party and its Representatives shall otherwise have no recourse against any of the Recipient\u2019s Representatives that have not separately signed a non-disclosure agreement with the Disclosing Party or any of its Representatives.\n3. The public disclosure of the Proposed Transaction could have a material adverse effect on IDT\u2019s and PLX\u2019s businesses if, for any reason, a definitive agreement with respect to such transaction is not consummated. Accordingly, each party agrees that without the prior written consent of the other, it will not, and it will direct its Representatives not to, disclose to any person, other than its Representatives, either the fact that discussions or negotiations are taking place concerning the Proposed Transaction between IDT and PLX or any of the terms and conditions with respect to the Proposed Transaction and no Confidential Information will be provided to such persons. The term \u201cperson\u201d shall be broadly interpreted to include, without limitation, any corporation, governmental agency or body, partnership or individual.\n4. The parties hereby acknowledge that they are aware that the United States securities laws prohibit any person who has received from an issuer material, non-public information of the type which is the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person will purchase or sell such securities.\n5. Confidential Information disclosed hereunder shall at all times remain, as between the parties, the property of the Disclosing Party. No license under any trade secrets, copyrights, or other rights is granted by this Agreement or any disclosure of Confidential Information hereunder.\n6. Upon the Disclosing Party\u2019s written request, the Recipient shall promptly destroy or return to the Disclosing Party all written Confidential Information (whether prepared by the Disclosing party or its Representatives) and will not retain any copies, extracts or other reproductions in whole or in part of such written materials except that (i) one copy of each electronic version of such materials may be retained by Recipient and its Representatives in their archives pursuant to such party\u2019s standard data backup and disaster recovery plans and (ii) Recipient\u2019s outside legal counsel and accountants may retain one hard copy of such materials in its archives solely for regulatory or corporate records retention policy compliance and for dispute resolution; provided, however, that any Confidential Information contained in such format may not be used for any other purpose and that all obligations contained herein shall, with respect to any Confidential Information so retained, survive any termination of this Agreement. Return and/or destruction of Confidential Information and copies, extracts or other reproductions thereof and documents, memoranda, notes, and other writings to the extent that they contain Confidential Information shall be certified in writing to the Disclosing Party by an authorized officer of the Recipient supervising such destruction upon the Disclosing Party\u2019s written request.\n7. Nothing in this Agreement shall prohibit or limit the Recipient\u2019s use of information (including, but not limited to, ideas, concepts, know-how, techniques, and methodologies) (i) that was known to Recipient or any of its Representatives before disclosure by the Disclosing Party or its Representatives, (ii) that was or becomes available to the Recipient or any of its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not known by the Recipient to be prohibited from disclosing such information by a contractual, legal, or fiduciary obligation to the Disclosing Party or its Representatives, (iii) which is or becomes publicly available other than as a result of a disclosure by the Recipient or its Representatives in breach of this Agreement or (iv) which is independently developed by Recipient or any of its Representatives without reference to the Disclosing Party\u2019s Confidential Information.\n8. During the course of each party\u2019s evaluation of the Proposed Transaction, all inquiries and other communications are to be made only to directors, officers, employees and Representatives of the other parties who have been specifically authorized to discuss the Proposed Transaction. A party shall not directly or indirectly contact or communicate with any shareholder, director, officer, employee or Representative of a party without the express written consent of the other party.\n9. In consideration of the Confidential Information being furnished hereby, each party agrees that, without the prior written consent of the Chief Financial Officer or General Counsel of the other party, for a period of twelve (12) months from the date of this Agreement neither it nor any of its affiliates will, either directly or indirectly, solicit for employment, or otherwise contract for the services of (or cause or seek to cause to leave the employ of other party or any of its affiliates) any person who is now employed or engaged (either as an employee or consultant) or becomes employed or engaged during the term of this Agreement by the other party or its affiliates, other than persons whose employment or engagement shall have been terminated at least six (6) months prior to the date of such solicitation, employment or other contractual arrangements. The prohibition contained in this paragraph does not extend to general solicitations of employment by a party not specifically directed towards the other party\u2019s employees or consultants including but not limited to (i) advertising on the internet or in a newspaper or periodical of general circulation, (ii) an employee of an executive search firm acting on behalf of the hiring company where the hiring company did not instruct or encourage such solicitation, (iii) a general hiring program conducted by the hiring party in the ordinary course of business (such as a job fair or the like), or (iv) a response by the hiring party if the employee approaches the hiring party on an unsolicited basis.\n10. In the event that a Recipient or its Representative, as the case may be, is requested in any judicial or administrative proceeding to disclose any Confidential Information, the Recipient or its Representative will give the Disclosing Party prompt notice of such request so that the Disclosing Party may seek an appropriate protective order or other protective remedy. If, in the absence of a protective order (or other protective remedy), the Recipient or its Representative is compelled to disclose Confidential Information, the Recipient or its Representative may disclose such information without liability hereunder; provided, however, (i) that the Recipient or its Representative give the Disclosing Party prompt notice of the information to be disclosed and, upon request and at the expense of the Disclosing Party, use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such information, (ii) only that portion of the Confidential Information which is legally required to be disclosed will be disclosed and (iii) the Recipient or its Representative may make such disclosure only if it has received the advice of counsel that, under the circumstances then existing, making such disclosure is necessary or advisable under applicable law.\n11. Although each party will endeavor to include in the Confidential Information items known to it which it believes to be relevant for the purpose of the other party\u2019s investigation and analysis of the Proposed Transaction, each party understands and agrees that neither the other party nor any of its Representatives have made or make any representation or warranty as to the accuracy or completeness of the Confidential Information. In particular, and without limitation of the foregoing, each party understands that any projected or forecasted financial, operating, performance, strategy or other information reflects merely the judgment of management of such party at the time of the preparation of such information, and is based upon a number of factors and circumstances beyond the control of the party and its management. Accordingly, there can be no assurance that actual results or performance will be in line with any such projections or forecasts. Each party agrees that, except as otherwise specifically agreed to in a definitive written transaction agreement or other binding agreement, neither party nor any of its Representatives shall have any liability to the other party or any of its affiliates or Representatives arising out of or resulting from the use of the Confidential Information.\n12. Subject to its confidentiality and nondisclosure obligations as set forth in this Agreement, each party\u2019s right to develop, use and market products and services similar to or competitive with those of the other party shall remain unimpaired. Each party acknowledges that the other party may already possess or have developed products or services similar to or competitive with those of the other party disclosed in the Confidential Information.\n13. The parties agree that monetary damages may not be a sufficient remedy for any breach of this Agreement by a party or its Representatives and that, in addition to all other available remedies, either party may be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach.\n14. The parties agree that unless and until a definitive written agreement or other binding agreement between the parties with respect to a relationship of the type contemplated by the Proposed Transaction has been executed and delivered by each party hereto, no party will be under any obligation of any kind whatsoever with respect to such a relationship by virtue of this or any written or oral expression concerning such a transaction by any of its Representatives except, in the case of this Agreement, for the matters specifically agreed to herein. Each party further acknowledges and agrees that the other party reserves the right, in its sole discretion, to make or not to make any proposal and to reject any and all proposals (or requests to make one or more proposals) made by the other party or any of its directors, officers, affiliates, employees, agents, advisors or representatives with regard to the Proposed Transaction, and to terminate discussions and negotiations at any time.\n15. This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, arrangements, understandings, promises and assurances relating thereto. This Agreement is for the benefit of the parties hereto and their respective advisors, directors, officers, employees, shareholders, owners, affiliates, representatives and agents, and shall be governed by, construed, interpreted and enforced in accordance with the laws of the State of California, without giving effect to principles of conflict of laws which would result in the application of the laws of any other jurisdiction.\n16. This Agreement may be executed in separate counterparts, each of which counterparts shall be deemed an original and all of which counterparts shall together constitute one and the same agreement. Nothing in this Agreement may be modified or waived except by a written agreement between the parties expressly so modifying or waiving this Agreement.\n17. The term of this Agreement shall be one (1) year from the date hereof.\nIntegrated Device Technology, Inc. PLX Technology, Inc.\nBy: /s/ Ted Tewksbury By: /s/ Ralph Schmitt\nName: Ted Tewksbury Name: Ralph Schmitt\nTitle: President and Chief Executive Officer Title: President and CEO\n", "spans": [ [ 0, 31 ], [ 32, 252 ], [ 252, 375 ], [ 375, 565 ], [ 566, 1373 ], [ 1374, 1676 ], [ 1676, 1948 ], [ 1948, 2288 ], [ 2288, 2528 ], [ 2529, 2745 ], [ 2745, 2865 ], [ 2865, 3209 ], [ 3209, 3360 ], [ 3361, 3815 ], [ 3816, 3953 ], [ 3953, 4102 ], [ 4103, 4447 ], [ 4447, 4654 ], [ 4654, 5133 ], [ 5133, 5517 ], [ 5518, 5696 ], [ 5696, 5824 ], [ 5824, 6179 ], [ 6179, 6334 ], [ 6334, 6484 ], [ 6485, 6771 ], [ 6771, 6969 ], [ 6970, 7839 ], [ 7839, 8055 ], [ 8055, 8143 ], [ 8143, 8301 ], [ 8301, 8434 ], [ 8434, 8538 ], [ 8539, 8911 ], [ 8911, 9183 ], [ 9183, 9488 ], [ 9488, 9607 ], [ 9607, 9835 ], [ 9836, 10272 ], [ 10272, 10666 ], [ 10666, 10796 ], [ 10796, 11143 ], [ 11144, 11390 ], [ 11390, 11592 ], [ 11593, 11921 ], [ 11922, 12477 ], [ 12477, 12918 ], [ 12919, 13175 ], [ 13175, 13606 ], [ 13607, 13807 ], [ 13807, 13958 ], [ 13959, 14033 ], [ 14034, 14073 ], [ 14073, 14089 ], [ 14090, 14133 ], [ 14134, 14173 ], [ 14174, 14243 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 16 ] }, "nda-15": { "choice": "Entailment", "spans": [ 14, 15 ] }, "nda-10": { "choice": "Entailment", "spans": [ 10, 11 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 6 ] }, "nda-19": { "choice": "Entailment", "spans": [ 16, 17, 18 ] }, "nda-12": { "choice": "Entailment", "spans": [ 20, 24, 42, 43 ] }, "nda-20": { "choice": "Entailment", "spans": [ 16, 17, 18 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 27 ] }, "nda-7": { "choice": "Entailment", "spans": [ 4, 5 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 33, 34, 35 ] }, "nda-13": { "choice": "Entailment", "spans": [ 20, 22, 42, 43 ] }, "nda-5": { "choice": "Entailment", "spans": [ 4, 5 ] }, "nda-4": { "choice": "Entailment", "spans": [ 5 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0000703361/000119312512242586/d356019dex9910.htm" }, { "id": 515, "file_name": "714562_0001104659-19-001345_a18-42231_6ex10d8.htm", "text": "Exhibit 10.8\nNON-DISCLOSURE AND NON-SOLICITATION AGREEMENT\nTHIS NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT (\u201cAgreement\u201d) is made and entered into, effective as of the date first written below, by and among First Financial Corporation (\u201cFirst Financial\u201d), First Financial Bank, N.A. (\u201cBank\u201d), a wholly-owned subsidiary of First Financial, HopFed Bancorp, Inc. (\u201cHopFed\u201d), Heritage Bank USA, Inc., (\u201cHeritage\u201d), a wholly-owned subsidiary of HopFed, and Billy C. Duvall (\u201cEmployee\u201d). \u201cBanking Organization\u201d shall mean First Financial, the Bank, HopFed, and/or Heritage. \u201cFinancial Institution\u201d shall mean the Bank and/or Heritage. First Financial, the Bank, HopFed, Heritage and Employee may be collectively referenced as the \u201cparties\u201d or individually as a \u201cparty.\u201d\nWHEREAS, pursuant to that certain Agreement and Plan of Merger, dated January 7, 2019, by and between HopFed and First Financial (the \u201cMerger Agreement\u201d), HopFed shall be merged with and into First Financial (the \u201cMerger\u201d) effective as of the date and time provided in the Merger Agreement (the \u201cEffective Time\u201d); and\nWHEREAS, Heritage will be merged into the Bank at the Effective Time or shortly thereafter; and\nWHEREAS, Employee is currently an employee of Heritage and the Bank intends to offer employment to the Employee as an at-will employee to provide services for and on behalf of the Bank immediately upon the Effective Time;\nWHEREAS, as a result of employment with Heritage up to the Effective Time and with the Bank thereafter, Employee had, has and will have access to Confidential Information (as defined below) and may have acquired or will acquire knowledge regarding Confidential Information, including, but not limited to, information regarding Customers or Potential Customers (as defined below), and a Banking Organization could be harmed if such Confidential Information were to be used, divulged or become known to any competitor of a Banking Organization or to any other Person (as defined below) or to any entity outside of a Banking Organization;\nWHEREAS, Employee has developed or may develop contacts and business relationships with Customers or Potential Customers which could be used to the detriment of a Banking Organization and/or to solicit employees away from a Banking Organization; and\nWHEREAS, each Banking Organization desires reasonable protection of its respective confidential business and customer information which such Banking Organization has developed and will develop over the years at substantial expense.\nNOW, THEREFORE, the parties incorporate the above recitals, and in consideration of the mutual promises, covenants and agreements made herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\n1. Consideration/At-Will Employment.\na. This Agreement neither constitutes an employment contract or agreement to Employee for a stated period of time, nor does it alter Employee\u2019s existing employment status.\nb. In consideration of Employee\u2019s promises, covenants and agreements set forth in this Agreement, (i) as of the date of this Agreement and up to the Effective Time Heritage shall maintain Employee\u2019s employment with the compensation and benefits commensurate therewith, and (ii) effective as of the Effective Time, the Bank shall offer or maintain Employee\u2019s employment as an at-will employee with the compensation and benefits commensurate therewith. For avoidance of doubt, following the Effective Time, Bank or Employee can terminate the employment at any time, with or without cause, and with or without prior notice. Employee understands and agrees, upon the Effective Time, that he/she will be an at-will employee of Bank and that this Agreement does not change or affect Employee\u2019s employee-at-will status.\n2. Duties. Employee shall devote his/her full working time and attention to the performance of those services for the Banking Organization which are assigned to him/her from time to time and to perform such services in a faithful, honest and diligent manner and in the best interest of such Banking Organization.\n3. Definitions of Key Terms.\na. \u201cBanking and Financial Services\u201d shall mean those banking and related financial services of a Banking Organization or subsidiary thereof, including but not limited to, checking and savings accounts, health savings accounts, money market accounts, loans, credit cards, cash management services, lines of credit, investment services (such as IRAs, college savings plans, estate planning, investment planning, business planning), and trust services, provided during any period in which Employee served or will serve in any capacity for a Financial Institution and all banking and related financial services substantially similar to such banking and related financial services.\nb. \u201cConfidential Information\u201d shall mean any and all materials, records, data, documents, lists, writings, and information (whether in writing, printed, electronically stored, computerized, on disk or otherwise, including, but not limited to, all copies, summaries, analyses, drafts, and extracts) relating or referring in any manner to trade secrets (as currently defined under applicable law, including, but not limited to, the Indiana Uniform Trade Secrets Act and any amendments or successor statutes) of a Banking Organization, as well as other non-public financial or proprietary information of a Banking Organization including, but not limited to, business reports, business plans, projections, income statements, profit and loss statements, business strategies and/or strategic plans, internal audits, sales information, sales techniques, business costs, product pricing, budgets, research and development, intellectual property, software and/or computer programs, marketing strategies or ideas, marketing plans or materials, business development plans or strategies, records or information relating to customers or account holders, customer lists, inventions, and processes, systems, methods, documentation or devices which are unique or proprietary to the business of or services or products of a Banking Organization. Confidential Information shall not include information that: (i) is or becomes readily or publicly available, not as a result of a violation of this Agreement or other obligation of confidence, directly or indirectly, of the disclosing party; (ii) is developed by other parties, including, but not limited to, subsequent employers of the Employee, independent of the knowledge or resources of the Employee based upon his or her prior access to a Banking Organization\u2019s Confidential Information; (iii) is independently developed after the Employee\u2019s termination of employment without reference to or use of the Confidential Information or materials based thereon; (iv) is based on the Employee\u2019s personal experience, knowledge, enterprise and expertise in the delivery of Banking and Financial Services and which is general knowledge concerning the industry, not specific to a Banking Organization; or (v) is disclosed pursuant to the requirements of a court, administrative agency or other governmental agency.\nc. \u201cCustomers\u201d or \u201cCustomer\u201d shall mean any Person to whom a Banking Organization rendered or provided Banking and Financial Services at any time during the one-year period prior to Employee\u2019s termination of employment with a Financial Institution: (i) with whom Employee had any material contact (either directly or indirectly); (ii) which Employee managed, had responsibility for or regularly serviced while employed by the Financial Institution, provided, however, this shall not be construed to include supervising those who have such a relationship to the Customer; or, (iii) about which Employee obtained Confidential Information.\nd. \u201cEmployees,\u201d \u201cAgents,\u201d and \u201cIndependent Contractors\u201d shall mean any and all persons employed or contracted by a Banking Organization or who were employed or contracted by a Banking Organization, as an employee, agent or independent contractor, within the six (6) month period prior to Employee\u2019s termination of employment with either Financial Institution.\ne. \u201cPerson\u201d shall mean any individual, partnership, corporation, organization, bank, credit union, firm, association, limited liability company, trust, joint venture, company or other entity, body, agency or department thereof.\nf. \u201cPotential Customer\u201d shall mean any Person that Employee directly solicited, targeted or specifically identified as a prospective or potential customer, or about which Employee obtained information on behalf of a Banking Organization for purposes of directly soliciting, targeting or specifically identifying as a prospective or potential customer, during the one (1) year period prior to Employee\u2019s termination of employment with either Financial Institution.\ng. \u201cSolicit\u201d, \u201cSolicited\u201d or \u201cSolicitation\u201d means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, inducing, encouraging, enticing, or requesting either expressly or implicitly, any Person, in any manner, to take or refrain from taking action, provided, however, this definition does not include communications initiated by Customers or Potential Customers of their own initiative, without prompting or encouragement by Employee or anyone acting on Employee\u2019s behalf.\n4. Non-Disclosure of Confidential Information. During the course of Employee\u2019s employment with a Financial Institution, Employee agrees that Employee has or will continue to become knowledgeable about, or come to be in possession of, Confidential Information. If such Confidential Information were to be divulged or become known to any competitor of a Banking Organization, or to any other Person outside of a Banking Organization, or if Employee were to consent to be employed by any competitor of a Banking Organization, or to engage in competition with a Banking Organization, such Banking Organization will be harmed. In addition, Employee has or may develop relationships with Customers or Potential Customers so that the Confidential Information could be used to Solicit the business of such Customer or Potential Customer away from a Banking Organization.\nEmployee shall not, directly or indirectly, use any Confidential Information for any purpose other than the benefit of a Banking Organization, and shall not directly or indirectly, disclose, communicate, deliver, exhibit or provide any Confidential Information to any Person, except other Employees or Agents of a Banking Organization who have a need to know such Confidential Information for a proper corporate or business purpose, as required in the normal course of Employee\u2019s service as an employee. Nothing in this Section 4, or any other provision of this Agreement, shall be construed to prohibit Employee from reporting conduct to, providing truthful information to, or participating in any investigation or proceeding brought or conducted by any federal or state government agency or self-regulatory organization.\nEmployee specifically acknowledges that the Confidential Information, whether reduced to writing or maintained electronically or in the mind or memory of Employee and, whether compiled by a Banking Organization and/or the Employee, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been put forth by each Banking Organization to maintain the secrecy of such information, that such information is the sole property of such Banking Organization and that any retention and/or use of such information during or after Employee\u2019s employment with either Financial Institution (except in the course of performing the Employee\u2019s duties of employment with a Financial Institution and except as otherwise set forth above) constitutes a misappropriation of a Banking Organization\u2019s Confidential Information.\nEmployee agrees that all Confidential Information and all records, documents and materials relating to all Confidential Information (including all copies thereof) shall be and remain the sole and exclusive property of a Banking Organization, and upon Employee\u2019s termination of employment, all such Confidential Information, whether in paper or electronic form, shall be returned to a Financial Institution in good condition, without Employee retaining a copy thereof, including, but not limited to, retaining an electronic copy on any electronic device regardless of whether such device is owned by Employee. At a Financial Institution\u2019s request, Employee shall provide written verification, under the penalties for perjury, of his/her compliance with this covenant.\n5. Non-Solicitation of Customers and Potential Customers. Employee acknowledges and agrees that by virtue of Employee\u2019s position with a Banking Organization, Employee has or will have advantageous familiarity and personal contacts with Customers and Potential Customers and will have advantageous familiarity with the business operations and affairs of a Banking Organization. Employee further acknowledges and agrees that Employee has been or will be placed in a position that, were Employee to leave a Financial Institution to compete with the business of a Banking Organization, such entity from which the Employee departed would, upon violation of this Agreement, suffer irreparable harm and financial loss, as well as lost goodwill and Confidential Information. Therefore, in consideration of the covenants of all Financial Institutions contained herein, Employee agrees that during Employee\u2019s employment with a Financial Institution, and for a period of one (1) year immediately following the termination of Employee\u2019s employment with a Financial Institution (\u201cRestriction Period\u201d), for whatever reason and regardless of how Employee\u2019s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee\u2019s own benefit or the benefit of any other Person:\na. Solicit, divert, or take away (or attempt to Solicit, divert or take away) any Banking and Financial Services to or from any Customer or Potential Customer; or\nb. advise, persuade or induce (or attempt to advise, persuade or induce) any Customer or Potential Customer to terminate, reduce, limit, or change the Customer\u2019s services or business relationship, or the Potential Customer\u2019s contemplated services or business relationship, with a Financial Institution; or\nc. directly provide Banking and Financial Services to, or directly accept Banking and Financial Services from, any Customer or Potential Customer.\nThis Agreement is not intended to prevent Employee from accepting employment with an organization that competes with the Banking Organizations by offering Banking and Financial Services to Customers or Potential Customers. The Parties acknowledge that Employee may be associated with such an Organization and that such association may place Employee in a senior or supervisory role to those in the organization that have contact with Customers or Potential Customers. Employee shall not be in violation of this Agreement merely by engaging in such a role, which may include:\na. supervising those who provide Banking and Financial Services to Customers or Potential Customers;\nb. engaging in credit review, underwriting, loan approval, or financial analysis of a Customer or Potential Customer\u2019s business as a part of a supervisory or management role, so long as such activity does not require the disclosure of Confidential Information, direct contact with the Customer or Potential Customer, or the disclosure of Employee\u2019s role to the Customer or Potential Customer;\nc. performing or supervising those that perform data processing, accounting, rate review, document review or similar \u201cback room\u201d services related to a Customer or Potential Customer so long as the services do not require the disclosure of Confidential Information or contact with the Customer or Potential Customer.\n6. Non-Solicitation of Employees and Others. In consideration of the covenants of all Financial Institutions contained herein, Employee agrees that during Employee\u2019s employment with a Financial Institution, and for a period of two (2) years immediately following the termination of Employee\u2019s employment with a Financial Institution, for whatever reason and regardless of how Employee\u2019s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee\u2019s own benefit or the benefit of any other Person:\nc. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Employee to terminate his or her employment with a Banking Organization, or offer or provide employment (whether such employment is with Employee or any other Person) either on a full-time or part-time, consulting or Independent Contractor basis; or\nd. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Independent Contractors or Agents to terminate their contract or relationship with a Banking Organization or discontinue providing services to a Banking Organization and/or Customers; or\ne. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any suppliers, vendors or others who were supplying services or goods to a Banking Organization during the one year period prior to Employee\u2019s termination, to terminate, reduce, limit or change their business or relationship with a Banking Organization.\n7. Tolling of Covenants. Employee acknowledges that a Banking Organization is entitled to the full post-termination restrictions on the activities set forth in Sections 5 and 6, as applicable. Therefore, in the event any of the provisions of these Sections are breached by Employee, the commencement of the applicable post-termination restriction will not begin until Employee is in full compliance with Section 5 and/or 6.\n8. Severability/Blue Pencil. Each of the provisions of this Agreement, including, but not limited to, the restrictive covenants in Sections 5 and 6, are distinct and severable, notwithstanding that the covenants may be set forth in one section for convenience. If any provision of this Agreement shall be determined to be invalid, illegal or unenforceable in whole or in part, for any reason, neither the validity of the remaining part of such provision nor the validity of any other provision of this Agreement shall in any way be affected. Should any particular restrictive covenant, provision or clause of this Agreement be held unreasonable or unenforceable for any reason, including without limitation, the time period, geographic area and/or scope of activity covered by such covenant, provision or clause, the parties acknowledge and agree that such covenant, provision or clause shall be given effect and enforce to whatever extent would be reasonable and enforceable under applicable law. The parties expressly authorize a court of competent jurisdiction to modify or revise such provision to limit the covenants to cover the maximum period of time, range of activities or other restrictions as would be enforceable under Indiana law.\n9. Available Relief. Employee agrees that a Banking Organization, or its successor or assigns, will suffer irreparable damage and injury and will not have an adequate remedy at law in the event of any breach by Employee of any provision of Sections 4, 5 or 6, herein. Accordingly, in the event of a breach or of a threatened or attempted breach by Employee of Sections 4, 5, or 6, in addition to all other remedies to which a Banking Organization is entitled under law, in equity, or otherwise (including, but not limited to, monetary damages), a Banking Organization or its assigns and successors, shall be entitled to a temporary restraining order and/or preliminary or permanent injunction (without the necessity of showing any actual damage) or a decree of specific performance and no bond or other security shall be required in that connection.\n10. Enforcement/Attorneys\u2019 Fees. In any action that is brought to enforce or interpret this Agreement, the prevailing party or its assigns and successors, shall be entitled to recover their reasonable attorneys\u2019 and paralegal fees and expenses incurred in connection therewith. If a Banking Organization or its assigns and successors, institute any action or proceeding to enforce the provisions of this Agreement, Employee hereby waives all claims or defenses that a Banking Organization or its assigns and successors, have an adequate remedy at law, and Employee shall not urge in any such action or proceeding the claim or defense that such a remedy at law exists.\n11. Assignments; Successors and Assigns. The rights and obligations of Employee hereunder are not assignable or delegable by Employee, and any prohibited assignment or delegation will be null and void. The Banking Organization may, without the consent of the Employee, assign this Agreement to any successor or in connection with any merger, consolidation, share exchange, combination, sale of stock or assets or similar transaction. The provisions hereof shall inure to the benefit of and be binding upon the successors and assigns of a Banking Organization.\n12. Governing Law. This Agreement shall be interpreted under, subject to and governed by the laws of the State of Indiana, without consideration of the choice of law principles thereof, and all questions concerning its validity, construction and administration shall be determined in accordance with Indiana law.\n13. Entire Agreement/Modification/Waiver. This Agreement constitutes the entire agreement among the parties relating to the subject matter hereof and expressly supersedes any prior agreements between the parties relating to the subject matter hereof. This Agreement shall not be terminated, amended or modified without the prior written consent of the Bank\u2019s President and Chief Executive Officer and Employee. No failure or delay by a Banking Organization in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any waiver by a Banking Organization under this Agreement operate or be construed as a continuing waiver or a waiver of any subsequent breach or noncompliance hereunder. No single or partial exercise of any right or remedy by a Banking Organization shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver by a Banking Organization under this Agreement shall be in writing and signed by the Bank\u2019s President and Chief Executive Officer. A waiver shall operate only as to the specific term or condition waived and will not constitute a waiver for the future or act on anything other than that which is specifically waived.\n14. \u201cNo-Defense\u201d Provision. The covenants set forth in this Agreement are essential terms and conditions to a Banking Organization employing or continuing to employ Employee, and shall be construed as independent of any other obligations or agreements between Employee and a Banking Organization. The existence of any claim or cause of action Employee may have against a Banking Organization, including, but not limited to, the alleged material breach by a Banking Organization of any agreement with Employee, shall not constitute a defense to the enforcement by a Banking Organization of the covenants and obligations in this Agreement and shall not relieve Employee of his or her obligations under this Agreement.\n15. Jurisdiction and Venue. The parties agree that all suits, actions, proceedings, litigation, disputes, or claims relating to or arising out of this Agreement shall be filed and tried in the Superior or Circuit Court, as appropriate, of Vigo County, Indiana, or the United States District Court for the Southern District of Indiana, Terre Haute Division. In this regard, the parties hereby: (a) agree that venue shall be such stated courts; (b) irrevocably consent to service of process and to the jurisdiction and venue of such courts; and (c) irrevocably waive any claim of inconvenient forum if any such suit, claim, proceeding, litigation, dispute, or claim has been filed, brought, or made in any of such courts.\n16. Construction. This Agreement is the result of negotiations between the parties, and no party shall be deemed to be the drafter of this Agreement; accordingly, this Agreement shall be interpreted and construed without any presumption or inference based upon or against the party causing this Agreement to be prepared. The language of this Agreement shall in all cases be construed as a whole, according to its fair meaning and not strictly for or against any party.\n17. Review and Consultation. Employee acknowledges and agrees that he/she has read this Agreement in its entirety prior to executing it, understands the provisions and effects of this Agreement, and has consulted with or had the opportunity to consult with an attorney or other advisers as he/she deemed appropriate in connection with the execution of this Agreement.\n18. Section Headings. Section headings are inserted into this Agreement for convenience only and shall not affect any construction or interpretation of this Agreement.\n19. Reasonableness. Employee agrees and acknowledges that the covenants, restrictions and obligations set forth in this Agreement, including Sections 5 and 6, are reasonable and necessary to protect a Banking Organization. Employee agrees that the covenants, restrictions and obligations will not affect Employee\u2019s ability to make a living.\n20. Counterparts. This Agreement may be executed in any number of identical counterparts, each of which shall be deemed a duplicate original but all of which shall constitute one and the same agreement. The parties agree that signatures transmitted by facsimile or other electronic means are acceptable the same as original signatures for the execution of the Agreement.\n21. Miscellaneous. Any change in Employee\u2019s duties, responsibilities, title, position, compensation, or status, with a Financial Institution will not affect the validity or enforceability of this Agreement.\n22. Representations. Employee represents and warrants that he/she is not a party to an agreement with his or her prior employer(s) (other than Heritage or HopFed) or any other Person that prohibits Solicitation of business or competing with that employer or other Person. Employee affirms and represents that performance of his/her job duties and responsibilities for a Financial Institution does not, and will not, breach any agreement or covenant not to Solicit business, compete in business, or keep in confidence proprietary or confidential information acquired in confidence or in trust prior to Employee\u2019s employment with a Financial Institution. Employee further represents that he/she has not retained any documents or information relating to Employee\u2019s prior employers (other than Heritage or HopFed) that may be considered confidential or proprietary information and that Employee has not disclosed or used, and will not disclose or use, any information relating to his or her prior employer(s) in connection with Employee\u2019s employment with a Financial Institution.\n23. Return of Property. Upon termination of Employee\u2019s employment, Employee shall immediately return to the Bank (if subsequent to the Effective Time) or Heritage (if prior to the Effective Time), all Banking Organizations documents and property, including, but not limited to, Confidential Information, computer discs, manuals, reports, files, memoranda, records, door and file keys, passwords and access codes, and any other physical or tangible things that Employee received, prepared, or helped prepare in connection with the Employee\u2019s employment, and Employee shall not retain any copies, duplicates, reproductions or excerpts thereof. At the Bank\u2019s or Heritage\u2019s request, Employee shall provide written verification under the penalties for perjury of his/her compliance with this covenant.\n24. Survival. Except as set forth below, the covenants in Sections 4, 5, 6 and 23 shall survive the termination of Employee\u2019s employment with a Financial Institution regardless of the reason for termination. If the Merger is not consummated and the Merger Agreement is terminated, Sections 4, 5, 6 and 23 shall survive with respect to First Financial and the Bank, but shall not survive with respect to HopFed or Heritage.\n[Signature Page to Follow]\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated below.\nFIRST FINANCIAL CORPORATION\nBy: /s/ Norman L. Lowery Date: January 7, 2019\nPrinted Name: Norman L. Lowery\nTitle: President & CEO\nFIRST FINANCIAL BANK, N.A.\nBy: /s/ Norman L. Lowery Date: January 7, 2019\nPrinted Name: Norman L. Lowery\nTitle: President & CEO\nHOPFED BANCORP, INC.\nBy: /s/ John E. Peck Date: January 7, 2019\nPrinted Name: John E. Peck\nTitle: President/CEO\nHERITAGE BANK USA, INC.\nBy: /s/ John E. Peck Date: January 7, 2019\nPrinted Name: John E. Peck\nTitle: President/CEO\nEMPLOYEE\nPrinted Name: Billy C. Duvall Date: January 7, 2019\nSignature: /s/ Billy C. 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General. In connection with the consideration of a possible transaction (a \u201cPossible Transaction\u201d) between the Parties, each Party (in its capacity as a provider of information hereunder, a \u201cProvider\u201d) is prepared to make available to the other Party (in its capacity as a recipient of information hereunder, a \u201cRecipient\u201d) certain Evaluation Material (as defined in Section 2 below) in accordance with the provisions of this Agreement, and to take or abstain from taking certain other actions as hereinafter set forth.\n2. Definitions.\n(a) The term \u201cEvaluation Material\u201d means information concerning the Provider which has been or is furnished to the Recipient or its Representatives (as defined below) in connection with the Recipient\u2019s evaluation of a Possible Transaction, including its business, financial condition, operations, assets and liabilities, and includes all notes, analyses, compilations, studies, interpretations or other documents prepared by the Recipient or its Representatives which contain or are based upon, in whole or in part, the information furnished by the Provider hereunder. The term Evaluation Material does not include information which (i) is or becomes publicly available other than as a result of a disclosure by the Recipient or its Representatives in breach of this Agreement, (ii) was within the Recipient\u2019s possession prior to its being furnished to the Recipient by or on behalf of the Provider, (iii) is or becomes available to the Recipient on a non-confidential basis from a source other than the Provider or its Representatives, (iv) Recipient can reasonably show was independently developed by the Recipient or the Recipient\u2019s Representatives without the use of or reference to any Evaluation Material provided by or on behalf of Provider or its Representatives or (v) is intentionally released by Provider to a third party without any restriction as to use or disclosure.\n(b) The term \u201cRepresentatives\u201d shall include the directors, officers, employees, agents, partners or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) of the Recipient or Provider, as applicable.\n(c) The term \u201cPerson\u201d includes the media and any corporation, partnership, group, individual or other entity.\n3. Use of Evaluation Material. Each Recipient shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and, subject to Section 5, will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that any of such information may be disclosed to the Recipient\u2019s Representatives for the purpose of helping the Recipient evaluate a Possible Transaction.\n4. Non-Disclosure of Discussions. Subject to Section 5, each Party agrees that, without the prior written consent of the other Party, such Party will not, and will instruct its Representative not to, disclose to any other Person (i) that Evaluation Material has been exchanged between the Parties, (ii) that discussions or negotiations are taking place between the Parties concerning a Possible Transaction or (iii) any of the terms, conditions or other facts with respect thereto (including the status thereof); provided, however, that nothing contained herein shall be deemed to inhibit, impair or restrict the ability of Recipient or its Representatives from having discussions or negotiations with other persons relating to potential financing in connection with the Possible Transaction so long as each of such Persons agrees in writing to be bound by the terms of this Agreement. Each Party shall be responsible for any breach of this Agreement by any of its Representatives.\n5. Legally Required Disclosure. If a Recipient or its Representatives are requested or required (by oral questions, interrogatories, other requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 above, such Recipient shall, unless it is advised in good faith by its counsel that it is not legally permitted to do so, provide the Provider with prompt written notice of any such request or requirement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Provider, a Recipient or any of its Representatives is advised in good faith by its counsel that it is nonetheless legally compelled to disclose Evaluation Material or any of the facts disclosure of which is prohibited under Section 4, such Recipient or its Representatives may, without liability hereunder, disclose to such requiring Person only that portion of such Evaluation Material or any such facts which the Recipient or its Representatives is advised in good faith by its counsel is legally required to be disclosed.\n6. Termination of Discussions. If either Party decides that it does not wish to proceed with a Possible Transaction, it will promptly inform the other Party of that decision. In that case, or at any time upon the request of a Provider for any reason, a Recipient will, promptly after receipt of such notice or request, destroy all Evaluation Material in any way relating to the Provider or its products, services, employees or other assets or liabilities, and no copy or extract thereof (including electronic copies) shall be retained. Notwithstanding the foregoing, (i) a Recipient shall not be required to delete, erase or destroy any Evaluation Material contained in an archived computer backup system stored as a result of automated back-up procedures, and (ii) a Recipient may retain one copy of the Evaluation Material in its Office of the General Counsel solely for record-keeping purposes. The Recipient shall provide to the Provider a certificate of compliance with this provision. Notwithstanding the destruction or retention of the Evaluation Material, the Recipient and its Representatives will continue to be bound by such Recipient\u2019s obligations hereunder with respect to such Evaluation Material.\n7. No Solicitation. Each Recipient agrees that, for eighteen months from the date of this Agreement, no person in its organization who receives or has access to the Evaluation Material or has knowledge about the Possible Transaction will, directly or indirectly, solicit, or cause the soliciting of, or assist or encourage others in the soliciting of, the employment or consulting services of any of the officers of a Provider or any of its subsidiaries or employees engaged in research and development for Provider or any of its subsidiaries or any other employee of the Provider or any if its subsidiaries with whom the Recipient has had contact in connection with its evaluation of a Possible Transaction or of whom it has become aware as a result of its receipt of any Evaluation Material, so long as they are employed by the Provider or any of its subsidiaries and for two months thereafter (each, a \u201cCovered Employee\u201d). A Recipient is not prohibited from:\n(i) soliciting by means of a general advertisement not directed at any particular individual or the employees of the Provider or its subsidiaries generally, or (ii) engaging any recruiting firm or similar organization to identify or solicit individuals for employment on behalf of such Recipient (and soliciting any person identified by any such recruiting firm or organization) so long as such Recipient does not identify the individuals to be solicited by such recruiting firm or organization. The provisions of this Section 7 shall terminate and be of no further effect with respect to the Covered Employees upon the acquisition of such Provider by a third party.\n8. Standstill. Each Party agrees that, for a period of eighteen (18) months from the date of this Agreement (the \u201cStandstill Period\u201d), unless specifically invited in writing by the other Party, neither it nor any of its majority-owned subsidiaries will in any manner, directly or indirectly:\n(a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way intentionally assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in:\n(i) any acquisition of any securities (or beneficial ownership thereof) or assets of the other Party or any of its subsidiaries,\n(ii) any tender or exchange offer, merger or other business combination involving the other Party or any of its subsidiaries,\n(iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the other Party or any of its subsidiaries, or\n(iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the other Party;\n(b) form, join or in any way participate in a \u201cgroup\u201d (as defined under the Securities Exchange Act of 1934, as amended) with respect to the securities of the other Party;\n(c) make any public announcement with respect to, or submit an unsolicited proposal for or offer of (with or without conditions), any extraordinary transaction involving the other Party or its securities or assets;\n(d) otherwise act, alone or in concert with others, to seek to change or influence the control of the management, Board of Directors or policies of the other Party;\n(e) take any action which might force the other Party to make a public announcement regarding any of the types of matters set forth in (a) above; or\n(f) enter into any discussions or arrangements with any third party with respect to any of the foregoing. Each Party also agrees during such period not to request the other Party (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence).\nNotwithstanding anything in this Section 8 to the contrary, if, at any time during the Standstill Period, (A) an announcement is made by a Provider or any other person (other than the Recipient or its Representatives) that a third party (other than the Recipient or its Representatives) is or may be interested in acquiring at least twenty percent (20%) of the outstanding capital stock of the Provider, voting control or a material part of the Provider\u2019s assets (by way of a tender offer, exchange offer, proxy contest, acquisition or other similar transaction), or (B) a definitive agreement is executed by the Provider with a third party relating to such an acquisition of capital stock or assets, the restrictions set forth in this Section 8 shall immediately terminate and cease to be of any further effect on the Recipient.\nNotwithstanding any other provision of this Section 8, nothing in this Agreement shall prohibit or otherwise restrict a Recipient\u2019s ability, either directly or through its Representative(s), to make any confidential proposal or offer, or to negotiate a confidential proposal or offer, with respect to a Provider to, or through, the Provider\u2019s Board of Directors, the Chairman of the Board, the Chief Executive Officer, or any other officer of the Provider authorized by any of the foregoing to discuss offers or proposals (a \u201cPermitted Proposal\u201d), so long as the Permitted Proposal and negotiations related to a Permitted Proposal are not made public by the Recipient or its Representatives in violation of this Agreement. Further, the Parties agree that the (a) restrictions in this Agreement shall not prevent (i) any pension plan related to a Recipient or its subsidiaries from acquiring, or offering to acquire, securities of a Provider at any time or (ii) a Recipient\u2019s financial advisors from engaging in ordinary course brokerage or other transactions involving the securities of a Provider at any time to the extent such transactions are executed by or on behalf of customers other than such Recipient or its subsidiaries.\n9. Compliance with Securities Laws. Each Recipient agrees not to use any Evaluation Material of the Provider in violation of applicable securities laws.\n10. Not a Transaction Agreement. Each Party understands and agrees that no contract or agreement providing for a Possible Transaction exists between the Parties unless and until a final definitive agreement for a Possible Transaction has been executed and delivered by both Parties. Each Party also agrees that, unless and until a final definitive agreement regarding a Possible Transaction has been executed and delivered, neither Party will be under any legal obligation of any kind whatsoever with respect to such Possible Transaction by virtue of this Agreement except for the matters specifically agreed to herein. Neither Party is under any obligation to accept any proposal regarding a Possible Transaction, and either Party may terminate discussions and negotiations with the other Party at any time.\n11. Modifications and Waiver. No provision of this Agreement can be waived or amended in favor of either Party except by written consent of the other Party, which consent shall specifically refer to such provision and explicitly make such waiver or amendment. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\n12. Remedies. Each Party understands and agrees that money damages may not be a sufficient remedy for any breach of this Agreement by either Party or any of its Representatives and that the Party against which such breach is committed shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach or threat thereof. Such remedies shall not be deemed to be the exclusive remedies for a breach by either Party of this Agreement, but shall be in addition to all other remedies available at law or equity to the Party against which such breach is committed.\n13. Governing Law. This Agreement is for the benefit of each Party and shall be governed by and construed in accordance with the laws of California applicable to agreements made and to be performed entirely within such state.\n14. Severability. If any term, provision, covenant or restriction contained in this Agreement is held by any court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants or restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and if a covenant or provision is determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the Parties intend and hereby request that the court or other authority making that determination shall only modify such extent, duration, scope or other provision to the extent necessary to make it enforceable and enforce them in their modified form for all purposes of this Agreement.\n15. Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship at any of the provisions of this Agreement.\n16. Term. This Agreement shall terminate two years after the date hereof.\n17. Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings, arrangements and discussions between the Parties regarding such subject matter.\n18. Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original but all of which together shall be deemed to constitute a single instrument.\nIN WITNESS WHEREOF, each of the undersigned entities has caused this Agreement to be signed by its duly authorized representative as of the date written below.\nRAYTHEON COMPANY APPLIED SIGNAL TECHNOLOGY, INC.\nBy: /s/ Kathryn G. Simpson By: /s/ William B. Van Vleet\n Name: Kathryn G. Simpson Name: William Van Vleet\nTitle: Vice President, Legal \u2212 Corporate Title: Chief Executive Officer, President\nTransactions and Governance and Director\nDate: October 19, 2010 Date: October 19, 2010\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 29 ], [ 30, 42 ], [ 43, 73 ], [ 74, 450 ], [ 451, 463 ], [ 463, 973 ], [ 974, 989 ], [ 990, 1559 ], [ 1559, 1623 ], [ 1623, 1768 ], [ 1768, 1890 ], [ 1890, 2027 ], [ 2027, 2264 ], [ 2264, 2371 ], [ 2372, 2627 ], [ 2628, 2737 ], [ 2738, 2769 ], [ 2769, 3153 ], [ 3154, 3188 ], [ 3188, 3383 ], [ 3383, 3452 ], [ 3452, 3564 ], [ 3564, 4040 ], [ 4040, 4135 ], [ 4136, 4168 ], [ 4168, 4717 ], [ 4717, 5333 ], [ 5334, 5365 ], [ 5365, 5509 ], [ 5509, 5870 ], [ 5870, 5901 ], [ 5901, 6095 ], [ 6095, 6232 ], [ 6232, 6325 ], [ 6325, 6545 ], [ 6546, 6566 ], [ 6566, 7472 ], [ 7472, 7507 ], [ 7508, 7668 ], [ 7668, 8004 ], [ 8004, 8174 ], [ 8175, 8190 ], [ 8190, 8466 ], [ 8467, 8719 ], [ 8720, 8848 ], [ 8849, 8974 ], [ 8975, 9140 ], [ 9141, 9325 ], [ 9326, 9497 ], [ 9498, 9712 ], [ 9713, 9877 ], [ 9878, 10013 ], [ 10013, 10026 ], [ 10027, 10133 ], [ 10133, 10357 ], [ 10358, 10464 ], [ 10464, 10925 ], [ 10925, 11187 ], [ 11188, 11911 ], [ 11911, 11947 ], [ 11947, 12000 ], [ 12000, 12144 ], [ 12144, 12418 ], [ 12419, 12455 ], [ 12455, 12571 ], [ 12572, 12605 ], [ 12605, 12855 ], [ 12855, 13192 ], [ 13192, 13380 ], [ 13381, 13411 ], [ 13411, 13641 ], [ 13641, 13926 ], [ 13927, 13941 ], [ 13941, 14304 ], [ 14304, 14541 ], [ 14542, 14561 ], [ 14561, 14767 ], [ 14768, 14786 ], [ 14786, 15548 ], [ 15549, 15567 ], [ 15567, 15656 ], [ 15656, 15949 ], [ 15950, 15960 ], [ 15960, 16023 ], [ 16024, 16046 ], [ 16046, 16279 ], [ 16280, 16298 ], [ 16298, 16462 ], [ 16463, 16622 ], [ 16623, 16671 ], [ 16672, 16727 ], [ 16728, 16729 ], [ 16729, 16777 ], [ 16778, 16860 ], [ 16861, 16901 ], [ 16902, 16947 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 30, 31 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 21, 22, 23, 24 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 9 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 36 ] }, "nda-12": { "choice": "Entailment", "spans": [ 10, 14 ] }, "nda-20": { "choice": "Entailment", "spans": [ 32, 33, 34 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 38 ] }, "nda-7": { "choice": "Entailment", "spans": [ 16, 19 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 27 ] }, "nda-13": { "choice": "Entailment", "spans": [ 10, 13 ] }, "nda-5": { "choice": "Entailment", "spans": [ 16, 19 ] }, "nda-4": { "choice": "Entailment", "spans": [ 19 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0000741696/000119312510290887/dex99d9.htm" }, { "id": 517, "file_name": "75448_0001193125-05-158309_dex99d4.htm", "text": "Exhibit (d)(4)\nMUTUAL NON-DISCLOSURE/CONFIDENTIALITY AGREEMENT\nThis Mutual Non-Disclosure/Confidentiality Agreement is entered into on 2 September, 2004, by and between nStor Corporation, Inc. (\u201cnStor\u201d), a Delaware (USA) Corporation, and Xyratex Technology Limited, Langstone Technology Park, Langstone Road, Havant, Hampshire PO9 1SA a company incorporated in England (\u2018Xyratex\u2019) (collectively the \u2018Parties\u2019) for the purpose of sharing technical, business and financial information to foster potential mutually beneficial business relationships.\n1. Confidential Information. Confidential Information does not need to be marked as such and is defined as any and all technical, business financial and other information belonging to either party, including but not limited to products, descriptions, drawings, bills of material, assembly drawings, compositions, business plans, financial information, trade secrets, know how, inventions, manufacturing techniques and processes, marketing and sales processes and techniques, customer lists, price lists, suppliers, current and future product developments.\nConfidential Information shall not include information, technical data or knowledge which:\na. is already known to the Receiving Party;\nb. is or becomes publicly known through no wrongful act of the Receiving Party;\nc. is rightfully received from a third party without restrictions and without breach of this Agreement;\nd. is independently developed by the Receiving Party;\ne. is approved for release by written authorization of the disclosing party; or\nf. if orally disclosed by one party to the other and within thirty (30) days after the oral disclosure, the disclosing party does not so identify it in writing as Confidential Information. Neither party will disclose to third parties or fail to treat as Confidential Information any information received orally from the disclosing party unless the disclosing party fails for thirty (30) days after such disclosure to identify the information disclosed as being confidential or proprietary.\n2. Term. This Agreement shall commence when executed and continue for a period of one (1) year. The Parties agree that from the date of first receipt, and for a period of three (3) years following the last disclosure of Confidential Information, the party receiving the Confidential Information (the \u201cReceiving Party\u201d) shall not disclose the Confidential Information to any other person, or entity, or use for its own benefit except as provided in this Agreement and shall use the same degree of care to avoid publication or dissemination of such information as it does for its own confidential information which it does not desire to have published or disseminated. These efforts shall specifically include document control measures, such as numbered copies and sign out logs, and imposing on all employees, agents and other representatives of the Receiving Party restrictions at least as strict as required by this Agreement.\n3. Marking. All information disclosed under this Agreement is deemed Confidential Information whether or not it is so marked. It is the intent of the Parties to mark information as confidential and/or proprietary prior to release to the Receiving Party. However, such markings may be overlooked and or disclosed verbally or visually and shall not diminish the value of its confidentiality.\n4. Return of Confidential Information. All Confidential Information and any copies and extracts thereof shall be promptly returned to the disclosing party or at any time within thirty (30) days of receipt of a written request by the disclosing party for the return of such Confidential Information. If authorized by the disclosing party, such Confidential Information may be destroyed by the Receiving Party if such destruction is certified by the Receiving Party to the satisfaction of the disclosing party.\n5. No License Granted. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license, express, implied or otherwise, for any information, discovery or improvements made, conceived, or acquired after the date of this Agreement, or for any invention, discovery, or improvement made, conceived, or acquired after the date of this Agreement, or for any invention, discovery, or improvement made, conceived or acquired prior to the date of this Agreement.\n6. Limitation on Use and Disclosure of Confidential Information. Confidential Information shall be used solely for the purpose of sharing technical, business and financial information to foster potential mutually beneficial business relationships.\n(a) Confidential Information shall not be copied or reproduced by the Receiving Party, except for such copies as may be reasonably required for accomplishment of the purposes stated herein;\n(b) Confidential Information shall be disclosed only to employees, agents, and other parties of the Receiving Party who have a \u201cneed to know\u201d in connection with the purposes stated herein; and\n(c) This Agreement shall not restrict the disclosure or use of information that:\n(i) was in the public domain at the time of disclosure or thereafter enters the public domain through no breach of this Agreement by the Receiving Party;\n(ii) was, at the time of the receipt by the Receiving Party, otherwise known to the Receiving Party without restrictions as to the use or disclosure;\n(iii) becomes known to the Receiving Party from a source other than the disclosing party without breach of this Agreement by the Receiving Party; or\n(iv) is developed independently by the Receiving Party and without reliance upon the Confidential Information disclosed herein.\n7. Trading Limitations. The Parties\u2019 will comply with any applicable United States securities laws.\n8. Arbitration and Equitable Relief.\n(a) Arbitration. Except as provided herein, the Parties agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement shall be settled by arbitration to be held in San Diego County, California, USA in accordance with the Commercial Arbitration Rules then in effect for the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. In the event of arbitration, the Parties may undertake a reasonable amount of discovery. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgement may be entered on the arbitrator\u2019s decision in any court having jurisdiction.\n(b) Equitable Remedies. The Parties agree that it would be impossible or inadequate to measure and calculate damages from any breach of the covenants set forth herein. Accordingly, the Parties agree that if in the event of a breach of the covenants contained in this Agreement, the affected party will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specify performance of any such provision of the Agreement. The Parties further agree that no bond or other security shall be required in obtaining such equitable relief and the Parties hereby consent to the issuance of such injunction and to the ordering of specific performance.\n9. Legal Expenses. If any action or proceeding is brought for enforcement of this Agreement, or because of an alleged or actual dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney\u2019s fees and other costs incurred in such action or proceeding in addition to any other relief to which it may be entitled.\n10. General Provisions.\n(a) Governing Law. This Agreement shall be governed by the laws of the United States of America, State of California.\n(b) Severability. If one or more of the provisions in this Agreement is deemed void by law, then the remaining provisions will continue in full force and effect.\n(c) Successor and Assigns. This Agreement will be binding upon the successors and/or assignees of the Parties.\n(d) Headings. All headings used herein are intended for reference purposes only and shall not affect the interpretation or validity of this Agreement.\n11. Obligations. Neither party has an obligation under this Agreement to purchase any service or item from the other party. Neither party has an obligation under this Agreement to offer for sale or license products using or incorporating the Confidential Information. Either party may, at its sole discretion, offer products for sale or license using its own information but not the Confidential Information of the other and may modify or discontinue sales at any time. This Agreement shall not constitute, create, give effect to, or otherwise imply a joint venture, pooling arrangement, partnership, or formal business organization of any kind, nor shall it constitute, create, give effect to, or otherwise imply an obligation or commitment on the part of either party to submit a proposal to or perform a contract with the other party. Nothing herein shall be construed as providing for the sharing of profits or losses arising out of the efforts of either or both parties. Neither party will be liable to the other party for any costs, expense, risks, or liabilities arising out of the other party\u2019s efforts in connection with this Agreement.\n12. Entire Understanding. This Agreement contains the entire understanding between the Parties concerning the subject matter hereof, superseding all prior contemporaneous communications, agreements and understandings between the Parties with respect to the disclosure and protection of Confidential Information. The rights and obligations of the Parties shall be limited to those expressly set forth herein.\nnStor Corporation, Inc. Xyratex Technology Limited\n/s/ Steve Aleshire /s/ Matt Cornell\nAuthorized Signature Authorized Signature\nMatt Cornell\nSteve Aleshire\nPrint Name Print Name\nExecutive VP \u2212 Storage Systems\nCOO\nTitle Title\nSeptember 3, 2004 9/3/04\nDate Date\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 62 ], [ 63, 106 ], [ 106, 331 ], [ 331, 546 ], [ 547, 576 ], [ 576, 1102 ], [ 1103, 1193 ], [ 1194, 1237 ], [ 1238, 1317 ], [ 1318, 1421 ], [ 1422, 1475 ], [ 1476, 1555 ], [ 1556, 1745 ], [ 1745, 2045 ], [ 2046, 2055 ], [ 2055, 2142 ], [ 2142, 2713 ], [ 2713, 2973 ], [ 2974, 2986 ], [ 2986, 3100 ], [ 3100, 3228 ], [ 3228, 3363 ], [ 3364, 3403 ], [ 3403, 3663 ], [ 3663, 3872 ], [ 3873, 3896 ], [ 3896, 4364 ], [ 4365, 4430 ], [ 4430, 4612 ], [ 4613, 4802 ], [ 4803, 4995 ], [ 4996, 5076 ], [ 5077, 5230 ], [ 5231, 5380 ], [ 5381, 5529 ], [ 5530, 5657 ], [ 5658, 5682 ], [ 5682, 5757 ], [ 5758, 5794 ], [ 5795, 5812 ], [ 5812, 6182 ], [ 6182, 6267 ], [ 6267, 6356 ], [ 6356, 6461 ], [ 6461, 6548 ], [ 6549, 6573 ], [ 6573, 6717 ], [ 6717, 7104 ], [ 7104, 7324 ], [ 7325, 7344 ], [ 7344, 7765 ], [ 7766, 7789 ], [ 7790, 7809 ], [ 7809, 7907 ], [ 7908, 7926 ], [ 7926, 8069 ], [ 8070, 8097 ], [ 8097, 8180 ], [ 8181, 8195 ], [ 8195, 8331 ], [ 8332, 8349 ], [ 8349, 8456 ], [ 8456, 8600 ], [ 8600, 8802 ], [ 8802, 9170 ], [ 9170, 9308 ], [ 9308, 9477 ], [ 9478, 9504 ], [ 9504, 9790 ], [ 9790, 9885 ], [ 9886, 9936 ], [ 9937, 9972 ], [ 9973, 10014 ], [ 10015, 10027 ], [ 10028, 10042 ], [ 10043, 10064 ], [ 10065, 10095 ], [ 10096, 10099 ], [ 10100, 10111 ], [ 10112, 10136 ], [ 10137, 10146 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 28, 71 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 7, 8, 14, 15, 21, 22, 23 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 8, 9, 10, 11, 12, 13, 14, 33, 37 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 25 ] }, "nda-3": { "choice": "Entailment", "spans": [ 8, 14, 15, 23 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 32 ] }, "nda-17": { "choice": "Entailment", "spans": [ 31 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 8, 9, 10, 11, 12, 13, 14, 33, 36 ] }, "nda-5": { "choice": "Entailment", "spans": [ 32 ] }, "nda-4": { "choice": "Entailment", "spans": [ 18, 30 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0000075448/000119312505158309/dex99d4.htm" }, { "id": 518, "file_name": "768262_0001193125-10-128597_dex99d2.htm", "text": "EXHIBIT 99(d)(2)\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (\u201cAgreement\u201d) is effective as of April 2, 2010 (\u201cEffective Date\u201d) and is entered into between Sybase, Inc., a Delaware corporation, having a place of business at One Sybase Drive, Dublin, California 94568, USA (\u201cCompany\u201d), and SAP AG, a German company with its place of business at Dietmar Hopp Allee 16, 69190 Walldorf, Germany on behalf of itself and its wholly owned subsidiaries, (\u201cSAP\u201d). In consideration of the mutual covenants contained herein, SAP and Company, intending to be legally bound hereby, agree to the following:\n1. In connection with an evaluation relating to a potential relationship, cooperation or transaction (the \u201cEvaluation\u201d), SAP and Company may deliver to each other, upon the execution of this Agreement, Confidential Information as defined below (the party disclosing such Confidential Information being the \u201cDisclosing Party\u201d and the party receiving such Confidential Information being the \u201cReceiving Party\u201d).\n2. As used herein, \u201cConfidential Information\u201d shall mean all information furnished by the Disclosing Party or its Representatives (defined below) to the Receiving Party or its Representatives which is either designated in writing by the Disclosing Party as confidential or should be reasonably understood by the Receiving Party to be confidential, including but not limited to, information that is related to:\n(a) the business plans or operations of the Disclosing Party; (b) the research and development or investigations of the Disclosing Party;\n(c) the business of any customer or partner of the Disclosing Party; (d) the Disclosing Party\u2019s properties, employees, customers, finances, operations; (e) any information about or concerning any third party (which information was provided to the Disclosing Party subject to an applicable confidentiality obligation to such third party); (f) software and related documentation (\u201cDisclosing Party\u2019s Software\u201d) including but not limited to the following information regarding the Disclosing Party\u2019s Software: (i) computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs embodied in the Disclosing Party\u2019s Software; and (ii) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to the Disclosing Party\u2019s Software; and (g) product offerings, content partners, product pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, inventions (whether patentable or not), marketing plans, forecasts and strategies.\n3. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of a Disclosing Party shall remain the property of the Disclosing Party and shall contain any and all confidential or proprietary notices or legends which appear on the original. The Receiving Party: (a) shall take all reasonable steps (defined below) to keep all Confidential Information strictly confidential; (b) shall not disclose or reveal any Confidential Information to any person other than its Representatives who are actively and directly participating in the Evaluation or who otherwise need to know the Confidential Information for the purpose of the Evaluation; (c) shall not use Confidential Information for any purpose other than in connection with the Evaluation; and (d) shall not disclose to any person (other than those of its Representatives who are actively and directly participating in the Evaluation or who otherwise need to know for the purpose of the Evaluation) any information about the Evaluation, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the Receiving Party or its Representatives. As used herein \u201creasonable steps\u201d means those steps the Receiving Party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. As used herein, \u201cRepresentatives\u201d shall mean (i) employees of the Receiving Party; (ii) attorneys, accountants, or other professional business advisors; and, additionally, (iii) employees of those entities directly or indirectly owned by the Receiving Party. The Receiving Party shall be responsible for any breach of the terms of this Agreement by it or its Representatives. Each party shall promptly advise the other party of any misuse of Confidential Information that may come to its attention.\n4. The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by the Receiving Party without reference to the Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by the Receiving Party; (c) at the time of disclosure to the Receiving Party was known to such party free of restriction; or (d) the Disclosing Party agrees in writing is free of such restrictions.\n5. Neither party is required to disclose any particular information to the other and any disclosure is entirely voluntary and is not intended to be construed as: (a) granting rights by license or otherwise under any trademark, patent, copyright or other intellectual property right; (b) creating a commitment as to any product, including the development or functionality of any product; (c) soliciting any business or incurring any obligation not specified herein; or (d) prohibiting either party from associating themselves with competitors of the other party for purposes substantially similar to those involved herein.\n6. Nothing in this Agreement shall prohibit or restrict either party\u2019s right to develop, make, use, market, license or distribute products or services similar to or competitive with those of the other party disclosed in the Confidential Information as long as it shall not thereby breach this Agreement. Each party acknowledges that the other may already possess or have developed products or services similar to or competitive with those of the other party disclosed in the Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or work with Confidential Information disclosed hereunder; provided however that the Receiving Party shall maintain the confidentiality of the Confidential Information as required by this Agreement. The term \u201cresiduals\u201d means information in non-tangible form which may be retained in the unaided memory by persons who have had access, as authorized in this Agreement, to the Confidential Information so long as such persons have not studied the information for the purpose of replicating the same from memory. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party\u2019s copyrights or patents.\n7. In the event that the Receiving Party or any of its Representatives are requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information or any other information concerning the Disclosing Party or the Evaluation, the Receiving Party shall provide the Disclosing Party, unless prohibited by law, with prompt notice of such request or requirement in order to enable the Disclosing Party (i) to seek an appropriate protective order or other remedy; (ii) to consult with the Receiving Party with respect to the Disclosing Party\u2019s taking steps to resist or narrow the scope of such request or legal process; or (iii) to waive compliance, in whole or in part, with the terms of this Agreement. In the event that such protective order or other remedy is not obtained in a timely manner, or the Disclosing Party waives compliance, in whole or in part, with the terms of this Agreement, the Receiving Party or its Representative shall use commercially reasonable efforts to disclose only that portion of the Confidential Information which is legally required to be disclosed and to require that all Confidential Information that is so disclosed will be accorded confidential treatment.\n8. To the extent that any Confidential Information may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege.\n9. Upon the Disclosing Party\u2019s written request, the Receiving Party shall (at the Receiving Party\u2019s election) promptly return or destroy (provided that any such destruction shall be certified by a duly authorized Representative of the Receiving Party) all Confidential Information of the Disclosing Party and all copies, reproductions, summaries, analyses or extracts thereof or based thereon (whether in hard-copy form or on intangible media, such as electronic mail or computer files) in the Receiving Party\u2019s possession or in the possession of any Representative of the Receiving Party; provided, however: (i) that if a legal proceeding has been instituted to seek disclosure of the Confidential Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered; (ii) that the Receiving Party shall not, in connection with the foregoing obligations, be required to identify or delete Confidential Information held electronically in archive or back-up systems in accordance with general systems archiving or backup policies; and (iii) that the Receiving Party shall not be obligated to return or destroy Confidential Information of the Disclosing Party to the extent the Receiving Party is required to retain a copy pursuant to applicable law, and further provided that the Receiving Party will not, and the Receiving Party will use reasonable measures to cause its employees not to, access such Confidential Information so archived or backed-up.\n10. Each party acknowledges that neither it nor its Representatives nor any of the officers, directors, employees, agents or controlling persons of such Representatives makes any express or implied representation or warranty as to the completeness of the Confidential Information.\n11. Until a separate definitive agreement regarding a potential relationship or transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to any proposal, term sheet, letter of intent, or draft agreement relating to any such potential relationship or transaction (other than with respect to the confidentiality and other matters set forth herein). Each party hereto and its Representatives (a) may conduct the process that may or may not result in definitive agreement in such manner as such party, in its sole discretion, may determine (including, without limitation, negotiating and entering into a definitive agreement with any third party without notice to the other party); and (b) reserves the right to change (in its sole discretion, at any time and without notice to the other party) the procedures relating to the parties\u2019 consideration of the potential relationship or transaction (including, without limitation, terminating all further discussions with the other party and requesting that the other party return or destroy the Confidential Information as described above). Either party can end the discussions at any time, for any reason, and without liability to the other. Any business decision either party makes in anticipation of definitive agreements is at the sole risk of the party making the decision, even if the other party is aware of or has indicated approval of, such decision.\n12. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.\n13. Without prejudice to the rights and remedies otherwise available to either party hereto, each party hereto shall be entitled to equitable relief by way of injunction or otherwise if the other party or any of its Representatives breach or threaten to breach any of the provisions of this Agreement.\n14. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives nor any of the officers, directors, employees, agents or controlling persons of such Representatives makes any express or implied representation or warranty regarding the Confidential Information, including, without limitation, any representation or warranty as to the completeness or accuracy of the Confidential Information.\n15. The Receiving Party will not directly or indirectly transfer any Confidential Information to any country, entity or person prohibited from obtaining such information by U.S. export laws and shall otherwise comply with all applicable U.S. export laws and regulations.\n16. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, the remaining portions hereof shall remain in full force and effect.\n17. This Agreement constitutes the entire understanding between the parties hereto as to Confidential Information disclosed hereunder in connection with the Evaluation and merges all prior discussions between them relating thereto. Notwithstanding the foregoing, in the event the parties have entered into, or enter into in the future, other agreements which contain terms concerning ownership or use of work product of either party or software license provisions and rights, then this Agreement shall not supersede either party\u2019s rights and obligations as provided in such other agreements, unless such other agreement specifically provides otherwise. Neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party. No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized officers or representatives. Any waiver of a provision of this Agreement shall not be deemed a subsequent waiver of the same or any other provision of this Agreement. It is further understood and agreed that no failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\n18. The term of this Agreement shall be one (1) year beginning with the Effective Date, unless terminated earlier by either party at such party\u2019s sole discretion upon thirty (30) days written notice to the other party; provided that the provisions herein concerning the disclosure, protection and use of Confidential Information shall survive the termination or expiration of this Agreement and the provisions of paragraph 19 shall survive a termination of this Agreement until the first anniversary of the Effective Date.\n19. In consideration of the Confidential Information being provided to a Receiving Party for purposes of the Evaluation, the parties agree that for a period of one (1) year from the date of this Agreement, neither party nor any of each party\u2019s affiliates or its Representatives acting on the party\u2019s behalf will, unless specifically invited in writing by the other party or the other party\u2019s Board of Directors or its Chief Executive Officer(s): (i) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities or direct or indirect rights to acquire any voting securities of the other party or any subsidiary thereof, or any successor corporation; (ii) make, directly or indirectly, any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in Rule 14a-1 under the Securities Exchange Act of 1934) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the other party; (iii) make any public announcement with respect to, or submit a proposal for, or offer of any merger, tender or exchange offer, restructuring or business combination, involving the other party or to purchase, directly or indirectly, a material portion of the assets of the other party or its subsidiaries; (iv) form, join or in any way participate in a \u201cgroup\u201d (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing; (v) request the other party or any of the other party\u2019s Representatives to amend or waive any provisions of this paragraph in a manner that would require public disclosure of such request; or (vi) take any action that could reasonably be expected to require the other party to make a public announcement regarding the possibility of any of the events described in sub-clauses (i) through (v). Notwithstanding anything to the contrary in this paragraph, (1) each party shall be permitted at any time and from time to time to submit to the Chief Executive Officer of the other party one or more offers, proposals or indications of interest related to a transaction between the parties, provided that (x) each such submission is made on a confidential basis and states that the provider does not intend to, or believe that it will be required by applicable law to, make a public announcement related to such submission or its text or contents and that the provider of such submission believes, after discussion with its counsel, that federal securities laws will not require public disclosure of the receipt or contents of such submission by the other party and (y) the party intending to make such submission shall have given the other party at least 2 business days notice of its intention to do so and (2) no party shall be bound by the foregoing restrictions in the event that any person or \u201cgroup\u201d (as defined in Section 13(d)(3) of the 1934 Act) other than such party or its affiliates shall (x) acquire or publicly propose to acquire, by purchase, merger, tender offer, reorganization, consolidation or otherwise, beneficial ownership of more than 40% of the outstanding voting securities of the other party or assets of the other party or its subsidiaries representing more than 40% of the consolidated earning power of the other party and its subsidiaries and the other party\u2019s Board of Directors has recommended to such other party\u2019s shareholders that such acquisition be approved or (y) enter into an agreement or publicly propose to enter into an agreement providing for the merger or consolidation, or any similar transaction, involving such other party in which, following consummation of such transaction, substantially all of the persons or entities who, immediately prior to such transaction, had beneficial ownership of 40% or more of the voting power of such other party would not continue to beneficially own at least 40% of the voting power of the combined entity and would not have the ability to elect a majority of the directors of the combined entity and the other party\u2019s Board of Directors has recommended to such other party\u2019s shareholders that such merger, consolidation or similar transaction be approved.\nThis Agreement may be executed in counterparts or by facsimile, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.\nAccepted and Agreed to by\nSybase, Inc.\nBy: /s/ Daniel R. Carl\nName: Daniel R. Carl\nTitle: Vice President, General Counsel and Secretary\nDate: April 19, 2010\nSAP AG\nBy: /s/ Werner Brandt By: /s/ Michael Junge\nName: Dr. Werner Brandt Name: Michael Junge\nTitle: CFO Title: General Counsel\nDate: April 19, 2010 Date: April 20, 2010\n", "spans": [ [ 0, 16 ], [ 17, 48 ], [ 49, 472 ], [ 472, 609 ], [ 610, 1018 ], [ 1019, 1428 ], [ 1429, 1491 ], [ 1491, 1566 ], [ 1567, 1636 ], [ 1636, 1719 ], [ 1719, 1905 ], [ 1905, 2074 ], [ 2074, 2259 ], [ 2259, 2480 ], [ 2480, 2771 ], [ 2772, 2899 ], [ 2899, 3127 ], [ 3127, 3148 ], [ 3148, 3260 ], [ 3260, 3523 ], [ 3523, 3632 ], [ 3632, 4170 ], [ 4170, 4377 ], [ 4377, 4422 ], [ 4422, 4460 ], [ 4460, 4549 ], [ 4549, 4636 ], [ 4636, 4753 ], [ 4753, 4875 ], [ 4876, 5013 ], [ 5013, 5240 ], [ 5240, 5346 ], [ 5346, 5447 ], [ 5447, 5519 ], [ 5520, 5682 ], [ 5682, 5803 ], [ 5803, 5907 ], [ 5907, 5988 ], [ 5988, 6141 ], [ 6142, 6446 ], [ 6446, 6643 ], [ 6643, 6940 ], [ 6940, 7251 ], [ 7251, 7413 ], [ 7413, 7537 ], [ 7538, 7990 ], [ 7990, 8051 ], [ 8051, 8211 ], [ 8211, 8293 ], [ 8293, 8781 ], [ 8782, 9450 ], [ 9450, 9738 ], [ 9738, 9901 ], [ 9902, 10511 ], [ 10511, 10743 ], [ 10743, 11008 ], [ 11008, 11425 ], [ 11426, 11706 ], [ 11707, 12172 ], [ 12172, 12214 ], [ 12214, 12507 ], [ 12507, 12908 ], [ 12908, 13010 ], [ 13010, 13226 ], [ 13227, 13764 ], [ 13765, 14066 ], [ 14067, 14488 ], [ 14489, 14759 ], [ 14760, 15038 ], [ 15038, 15254 ], [ 15255, 15487 ], [ 15487, 15908 ], [ 15908, 16047 ], [ 16047, 16267 ], [ 16267, 16405 ], [ 16405, 16733 ], [ 16734, 17256 ], [ 17257, 17703 ], [ 17703, 17965 ], [ 17965, 18247 ], [ 18247, 18553 ], [ 18553, 18733 ], [ 18733, 18925 ], [ 18925, 19109 ], [ 19109, 19121 ], [ 19121, 19126 ], [ 19126, 19186 ], [ 19186, 19431 ], [ 19431, 19892 ], [ 19892, 20035 ], [ 20035, 20228 ], [ 20228, 20724 ], [ 20724, 21465 ], [ 21466, 21643 ], [ 21644, 21669 ], [ 21670, 21682 ], [ 21683, 21705 ], [ 21706, 21726 ], [ 21727, 21779 ], [ 21780, 21800 ], [ 21801, 21807 ], [ 21808, 21851 ], [ 21852, 21895 ], [ 21896, 21907 ], [ 21907, 21929 ], [ 21930, 21971 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 16, 34, 35, 44 ] }, "nda-10": { "choice": "Entailment", "spans": [ 17, 21 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 5, 6, 8, 9, 10, 14 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 5 ] }, "nda-19": { "choice": "Entailment", "spans": [ 76 ] }, "nda-12": { "choice": "Entailment", "spans": [ 29, 30, 39, 40 ] }, "nda-20": { "choice": "Entailment", "spans": [ 53, 54, 55, 56 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 17, 19, 23, 25, 26 ] }, "nda-17": { "choice": "Entailment", "spans": [ 15 ] }, "nda-8": { "choice": "Entailment", "spans": [ 45 ] }, "nda-13": { "choice": "Entailment", "spans": [ 29, 30, 39, 40, 41, 42 ] }, "nda-5": { "choice": "Entailment", "spans": [ 17, 19, 23, 24 ] }, "nda-4": { "choice": "Entailment", "spans": [ 17, 20 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0000768262/000119312510128597/dex99d2.htm" }, { "id": 519, "file_name": "792130_0001193125-18-326077_d601641dex99d3.htm", "text": "Exhibit (d)(3)\nMUTUAL NON-DISCLOSURE AGREEMENT\nTHIS MUTUAL NON-DISCLOSURE AGREEMENT (\u201cAgreement\u201d) is being entered into as of May 14, 2018 (the \u201cEffective Date\u201d), between ALTAIR ENGINEERING INC. (the \u201cPartner\u201d) and DATAWATCH CORPORATION (the \u201cDatawatch\u201d and, together with Partner, each a \u201cParty\u201d and collectively the \u201cParties\u201d).\nIn order to facilitate the consideration and negotiation of a possible transaction involving the Parties, the Parties may exchange certain non-public information regarding the Parties and their respective subsidiaries. This Agreement sets forth the Parties\u2019 obligations regarding the use and disclosure of such information and regarding various related matters.\nThe Parties, intending to be legally bound, acknowledge and agree as follows:\n1. Limitations on Use and Disclosure of Confidential Information. Subject to Section 3 below, neither a Recipient (as defined in Section 11 below) nor any of such Recipient\u2019s Representatives (as defined in Section 12 below) will, at any time, directly or indirectly:\n(a) make use of any of the Disclosing Party\u2019s Confidential Information (as defined in Section 11 below), except for the specific purpose of considering, evaluating and negotiating a possible negotiated transaction between the Parties; or\n(b) disclose any of the Disclosing Party\u2019s Confidential Information to any other Person (as defined in Section 12 below).\nA Recipient will be liable and responsible for any breach of this Agreement by any of its Representatives (it being understood that any action or omission on the part of any Representative of a Recipient shall be deemed to constitute a breach or violation of this Agreement if such action or omission would constitute a breach or violation of this Agreement if taken or omitted by a Recipient). A Recipient will (at its own expense) take all reasonable actions necessary to ensure that its Representatives not make any unauthorized use or disclosure of any of the Disclosing Party\u2019s Confidential Information.\n2. No Representations by Disclosing Party. Neither a Disclosing Party nor any of such Disclosing Party\u2019s Representatives will be under any obligation to make any particular Confidential Information of such Disclosing Party available to a Recipient or any of such Recipient\u2019s Representatives. Neither a Disclosing Party nor any of its Representatives has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any of such Disclosing Party\u2019s Confidential Information, and neither such Disclosing Party nor any of its Representatives will have any liability to the Recipient or to any of the Recipient\u2019s Representatives relating to or resulting from the use of any of such Disclosing Party\u2019s Confidential Information or any inaccuracies or errors therein or omissions therefrom. Only those representations and warranties (if any) that are included in any final definitive written agreement that provides for the consummation of a negotiated transaction between the Parties and is validly executed on behalf of the Parties (a \u201cDefinitive Agreement\u201d) will have legal effect.\n3. Permitted Disclosures.\n(a) Notwithstanding the limitations set forth in Section 1 above:\n(i) the Recipient may disclose Confidential Information of the Disclosing Party if and to the extent that the Disclosing Party consents in writing (including without limitation email from a senior executive of the Disclosing Party) to the Recipient\u2019s disclosure thereof;\n(ii) the Recipient may disclose Confidential Information of the Disclosing Party to any Representative of the Recipient, but only to the extent such Representative (A) reasonably needs to know such Confidential Information for the purpose of helping the Recipient consider, evaluate or negotiate a possible transaction between the Parties, and (B) has been provided with a copy of this Agreement, has been instructed to abide by the provisions hereof and is under an obligation to maintain the confidentiality of such Confidential Information; and\n(iii) subject to Section 3(c) below, the Recipient may disclose Confidential Information of the Disclosing Party to the extent required by applicable law or governmental regulation or by valid legal process.\n(b) [Reserved]\n(c) Notwithstanding the limitations set forth in Section 1 above, if the Recipient or any of the Recipient\u2019s Representatives is required by law or governmental or other regulation or by subpoena or other valid legal process to disclose any of the Disclosing Party\u2019s Confidential Information to any Person, then the Recipient will promptly provide the Disclosing Party with written notice of the applicable law, regulation or process so that the Disclosing Party may seek a protective order or other appropriate remedy. The Recipient and its Representatives will cooperate fully with the Disclosing Party and the Disclosing Party\u2019s Representatives in any attempt by the Disclosing Party to obtain any such protective order or other remedy. If the Disclosing Party elects not to seek, or is unsuccessful in obtaining, any such protective order or other remedy in connection with any requirement that the Recipient disclose Confidential Information of the Disclosing Party, then the Recipient may disclose such Confidential Information to the extent legally required without liability hereunder;.\n4. Return of Confidential Information. Upon the Disclosing Party\u2019s written request (including without limitation email), the Recipient and the Recipient\u2019s Representatives will promptly deliver to the Disclosing Party any of the Disclosing Party\u2019s Confidential Information (and all copies thereof) obtained or possessed by the Recipient or any of the Recipient\u2019s Representatives; provided, however, that, in lieu of delivering to the Disclosing Party any such Confidential Information, the Recipient may destroy such Confidential Information and deliver to the Disclosing Party a certificate confirming its destruction. Notwithstanding the delivery to the Disclosing Party (or the destruction by the Recipient) of Confidential Information of the Disclosing Party pursuant to this Section 4, the Recipient and its Representatives will continue to be bound by their confidentiality obligations and other obligations under this Agreement. Notwithstanding the foregoing, Recipient shall be permitted to retain a copy of Recipient Work Product (as that term is defined in Section 11(b) below) for archival and dispute resolution purposes, however, any such retained Recipient Work Product shall continue to be subject to the confidentiality and non-use obligations set forth herein for so long as such Recipient retains such Recipient Work Product.\n5. Limitation on Soliciting Employees. During the nine (9) month period commencing on the Effective Date, neither Party nor any of such Party\u2019s Representatives will directly or indirectly solicit for employment, hire or induce or encourage (in each case, other than by means of a general solicitation pursuant to a newspaper or other media advertisement or other customary means by such party in the ordinary course of its business) any Covered Person (as defined herein) to terminate his or her relationship with the other Party or any subsidiary or other affiliate of said other Party in order to become an employee, consultant or independent contractor of or to any other Person. For purposes of this letter agreement, \u201cCovered Person\u201d shall mean any Person who is an employee of a Party or any subsidiary or other affiliate of such Party as of the Effective Date or who becomes an employee of such Party or of any subsidiary or other affiliate of such Party before the termination of discussions regarding a possible transaction involving the Parties.\n6. Standstill Provision. During the one-year period commencing on the Effective Date (the \u201cStandstill Period\u201d), each Party (hereinafter a \u201cRestricted Party\u201d) agrees that it will not, in any manner, directly or indirectly:\n(a) make, effect, initiate, propose, cause, participate in or knowingly encourage (i) any acquisition of beneficial ownership of any securities of the other Party (\u201cOther Party\u201d) or any securities of any subsidiary of the Other Party, (ii) any acquisition of any material assets of the Other Party or the Other Party\u2019s subsidiaries outside the ordinary course of business, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Other Party or the Other Party\u2019s subsidiaries, or involving any securities or material assets of the Other Party or the Other Party\u2019s subsidiaries, or (iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of the Other Party;\n(b) form or join a \u201cgroup\u201d (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of the Other Party;\n(c) act, alone or in concert with others, to seek to control the management, board of directors or policies of the Other Party;\n(d) take any action that would reasonably be likely to require the Other Party to make a public announcement regarding any of the types of matters set forth in clause \u201c(a)\u201d of this sentence; or\n(e) enter into any arrangement or agreement with any other Person relating to any of the foregoing.\nNotwithstanding the foregoing, if (A) at any time during the Standstill Period a binding definitive acquisition agreement is executed by the Other Party and a third party (other than the Partner or any affiliate of the Restricted Party) to effect (i) a merger, recapitalization or other business combination or transaction that, if consummated, would result in the holders of the outstanding shares of common stock of the Other Party immediately prior to such merger or other business combination or transaction owning less than 50% of the outstanding voting power of such third party or the resulting entity immediately following such merger or other business combination or transaction, or (ii) a sale of all or substantially all of the assets of the Other Party (each such transaction, a \u201cChange of Control Transaction\u201d), or (B) at any time during the Standstill Period (1) an offer for a Change of Control Transaction that specifies a per share price is publicly announced by a third party, (2) the Restricted Party requests an opportunity to meet with the board of directors of the Other Party, and (3) the Other Party does not grant such request within seven days following the date thereof or thereafter continue such discussions in good faith, then the restrictions set forth in this Section 6 shall immediately terminate and cease to be of any further force or effect (it being understood that any good faith rejection by the Other Party of any offer or proposal made by the Restricted Party as part of such discussions shall not cause the restrictions set forth in this Section 6 to terminate). The expiration of the Standstill Period or the termination of the restrictions set forth in this Section 6 will not terminate or otherwise affect any of the other provisions of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall prohibit the Restricted Party from making private communications to the board of directors of the Other Party, so long as such communications would not be reasonably be expected to require public disclosure.\n7. No Obligation to Pursue Transaction. Unless the Parties enter into a Definitive Agreement, no agreement providing for a transaction involving either of the Parties will be deemed to exist between the Parties, and neither Party will be under any obligation to negotiate or enter into any such agreement or transaction with the other Party. Each Party reserves the right, in its sole discretion: (a) to conduct any process it deems appropriate with respect to any transaction or proposed transaction involving such Party and to modify any procedures relating to any such process without giving notice to the other Party or any other Person; (b) to reject any proposal made by the other Party or any of the other Party\u2019s Representatives with respect to a transaction involving such Party; and (c) to terminate discussions and negotiations with the other Party at any time. Each Party recognizes that, except as expressly provided in any binding written agreement between the Parties that is executed on or after the Effective Date: (i) the other Party and its Representatives will be free to negotiate with, and to enter into any agreement or transaction with, any other interested party; and (ii) such Party will not have any rights or claims against the other Party or any of the other Party\u2019s Representatives arising out of or relating to any transaction or proposed transaction involving the other Party.\n8. No Waiver. No failure or delay by either Party or any of its Representatives in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, and no single or partial exercise of any such right, power or privilege will preclude any other or future exercise thereof or the exercise of any other right, power or privilege under this Agreement. No provision of this Agreement can be waived or amended except by means of a written instrument that is validly executed on behalf of both of the Parties and that refers specifically to the particular provision or provisions being waived or amended.\n9. Remedies. Each Party acknowledges that money damages would not be a sufficient remedy for any breach of this Agreement by such Party or by any of such Party\u2019s Representatives and that the other Party is likely to suffer irreparable harm as a result of any such breach. Accordingly, each Party will be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any breach or threatened breach of this Agreement by the other Party or any of the other Party\u2019s Representatives. The equitable remedies referred to above will not be deemed to be the exclusive remedies for a breach of this Agreement, but rather will be in addition to all other remedies available at law or in equity to the Parties. In the event of litigation relating to this Agreement, (a) if a court of competent jurisdiction decides that there is a prevailing Party in such litigation, then the non-prevailing Party will pay to the prevailing Party the reasonable legal fees incurred by the prevailing Party in connection with such litigation (including any appeal relating thereto) or (b) if a court of competent jurisdiction (i) does not opine on whether there is a prevailing Party in such litigation and (ii) determines that either Party or any of its Representatives has breached this Agreement, such breaching Party will be liable for, and will pay to the other Party, the reasonable legal fees incurred by the other Party in connection with such litigation (including any appeal relating thereto).\n10. Successors and Assigns; Applicable Law; Jurisdiction and Venue. This Agreement will be binding upon and inure to the benefit of each Party and its Representatives and their respective successors and assigns. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware (without giving effect to principles of conflicts of laws). Each Party: (a) irrevocably and unconditionally consents and submits to the jurisdiction of the state and federal courts located in the State of Delaware for purposes of any action, suit or proceeding arising out of or relating to this Agreement; (b) agrees that service of any process, summons, notice or document by U.S. registered mail to the address set forth opposite the name of such Party at the end of this Agreement shall be effective service of process for any such action, suit or proceeding brought against such Party; (c) irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in any state or federal court located in the State of Delaware; and (d) irrevocably and unconditionally waives the right to plead or claim, and irrevocably and unconditionally agrees not to plead or claim, that any action, suit or proceeding arising out of or relating to this Agreement that is brought in any state or federal court located in the State of Delaware has been brought in an inconvenient forum.\n11. Confidential Information. For purposes of this Agreement, \u201cConfidential Information\u201d will be deemed to include only the following information disclosed by one Party (a \u201cDisclosing Party\u201d) to the other Party (a \u201cRecipient\u201d):\n(a) any information (including any technology, know-how, patent application, test result, research study, business plan, budget, forecast or projection) relating directly or indirectly to the business of the Disclosing Party, any predecessor entity or any subsidiary or other affiliate of the Disclosing Party (whether prepared by the Disclosing Party or by any other Person and whether or not in written form) that is or that has been made available to the Recipient or any Representative of the Recipient by or on behalf of the Disclosing Party or any Representative of the Disclosing Party, regardless of the manner in which it was made available;\n(b) any memorandum, analysis, compilation, summary, interpretation, study, report or other document, record or material that is or has been prepared by or for the Recipient or any Representative of the Recipient to the extent that it contains, reflects, interprets or is based directly or indirectly upon any information of the type referred to in clause \u201c(a)\u201d of this sentence (\u201cRecipient Work Product\u201d);\n(c) the existence and terms of this Agreement, and the fact that information of the type referred to in clause \u201c(a)\u201d of this sentence has been made available to the Recipient or any of its Representatives; and\n(d) the fact that discussions or negotiations are or may be taking place with respect to a possible transaction involving the Parties, and the proposed terms, conditions or other facts with respect to any such transaction, including the status thereof.\nHowever, a Disclosing Party\u2019s \u201cConfidential Information\u201d will not be deemed to include:\n(i) any information that is or becomes generally available to the public other than as a direct or indirect result of the disclosure of any of such information by the Recipient or by any of the Recipient\u2019s Representatives in breach or in violation of this Agreement;\n(ii) any information that was in the Recipient\u2019s possession prior to the time it was first made available to the Recipient or any of the Recipient\u2019s Representatives by or on behalf of the Disclosing Party or any of the Disclosing Party\u2019s Representatives as evidenced by the written records of Recipient, provided that the source of such information was not known to the Recipient to be bound by any contractual or other obligation of confidentiality to the Disclosing Party or to any other Person with respect to any of such information;\n(iii) any information that becomes available to the Recipient on a non-confidential basis from a source other than the Disclosing Party or any of the Disclosing Party\u2019s Representatives, provided that such source is not known to the Recipient to be bound by any contractual or other obligation of confidentiality to the Disclosing Party or to any other Person with respect to any of such information; or\n(iv) is independently developed by the Recipient without use of or reference to any of the Disclosing Party\u2019s Confidential Information.\n12. Miscellaneous; Termination.\n(a) For purposes of this Agreement, a Party\u2019s \u201cRepresentatives\u201d will be deemed to include each Person that is or becomes (i) a subsidiary or other affiliate of such Party, or (ii) an officer, director, employee, partner, attorney, advisor, accountant, agent or representative of such Party or of any of such Party\u2019s subsidiaries or other affiliates.\n(b) The term \u201cPerson,\u201d as used in this Agreement, will be broadly interpreted to include any individual and any corporation, partnership, entity, group, tribunal or governmental authority.\n(c) The bold-faced captions appearing in this Agreement have been included only for convenience and shall not affect or be taken into account in the interpretation of this Agreement.\n(d) Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.\n(e) By making Confidential Information or other information available to a Recipient or a Recipient\u2019s Representatives, a Disclosing Party is not, and shall not be deemed to be, granting (expressly or by implication) any license or other right under or with respect to any patent, trade secret, copyright, trademark or other proprietary or intellectual property right.\n(f) To the extent that any Confidential Information includes materials or other information that may be subject to the attorney-client privilege, work product doctrine or any other applicable privilege or doctrine concerning any Confidential Information or any pending, threatened or prospective action, suit, proceeding, investigation, arbitration or dispute, it is acknowledged and agreed that the Parties have a commonality of interest with respect to such Confidential Information or action, suit, proceeding, investigation, arbitration or dispute and that it is the Parties\u2019 mutual desire, intention and understanding that the sharing of such materials and other information is not intended to, and shall not, affect the confidentiality of any of such materials or other information or waive or diminish the continued protection of any of such materials or other information under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine. Accordingly, all Confidential Information that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine shall remain entitled to protection thereunder and shall be entitled to protection under the joint defense doctrine, and the Parties agree to take all measures necessary to preserve, to the fullest extent possible, the applicability of all such privileges or doctrines.\n(g) This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes any prior agreement between the Parties regarding the subject matter hereof.\n(h) This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission or by facsimile shall be sufficient to bind the parties to the terms and conditions of this Agreement.\n(i) Except as otherwise set forth herein, this Agreement shall terminate on the second anniversary of the Effective Date; provided, however, that (i) the restrictions and covenants set forth in this Agreement relating to Confidential Information consisting of or relating to trade secrets, intellectual property, intellectual property rights and/or technical information shall terminate on the fifth anniversary of the Effective Date; and (ii) the termination of this Agreement shall not relieve any Party from any liability with respect to any violation or breach of any provision contained in this Agreement.\n[Remainder of page intentionally left blank]\nThe Parties have caused this Agreement to be executed as of the Effective Date.\nDATAWATCH CORPORATION ALTAIR ENGINEERING INC.\nBy: /s/ James L. Eliason By: /s/ James R Scapa\nName: James L. Eliason Name: James R Scapa\nTitle: Chief Financial Officer Title: Chief Executive Officer\nDate: May 15, 2018 Date: May 14, 2018\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 46 ], [ 47, 195 ], [ 195, 329 ], [ 330, 549 ], [ 549, 691 ], [ 692, 769 ], [ 770, 836 ], [ 836, 1036 ], [ 1037, 1274 ], [ 1275, 1396 ], [ 1397, 1792 ], [ 1792, 2005 ], [ 2006, 2049 ], [ 2049, 2298 ], [ 2298, 2835 ], [ 2835, 3128 ], [ 3129, 3154 ], [ 3155, 3220 ], [ 3221, 3491 ], [ 3492, 3656 ], [ 3656, 3836 ], [ 3836, 4039 ], [ 4040, 4247 ], [ 4248, 4262 ], [ 4263, 4782 ], [ 4782, 5002 ], [ 5002, 5356 ], [ 5357, 5396 ], [ 5396, 5976 ], [ 5976, 6292 ], [ 6292, 6699 ], [ 6700, 6739 ], [ 6739, 7383 ], [ 7383, 7755 ], [ 7756, 7781 ], [ 7781, 7977 ], [ 7978, 8060 ], [ 8060, 8213 ], [ 8213, 8351 ], [ 8351, 8673 ], [ 8673, 8859 ], [ 8860, 9054 ], [ 9055, 9182 ], [ 9183, 9376 ], [ 9377, 9476 ], [ 9477, 9511 ], [ 9511, 9724 ], [ 9724, 10169 ], [ 10169, 10305 ], [ 10305, 10350 ], [ 10350, 10472 ], [ 10472, 10581 ], [ 10581, 11082 ], [ 11082, 11275 ], [ 11275, 11563 ], [ 11564, 11604 ], [ 11604, 11906 ], [ 11906, 11961 ], [ 11961, 12206 ], [ 12206, 12357 ], [ 12357, 12437 ], [ 12437, 12596 ], [ 12596, 12757 ], [ 12757, 12972 ], [ 12973, 12987 ], [ 12987, 13352 ], [ 13352, 13601 ], [ 13602, 13615 ], [ 13615, 13874 ], [ 13874, 14118 ], [ 14118, 14338 ], [ 14338, 14393 ], [ 14393, 14695 ], [ 14695, 14736 ], [ 14736, 14817 ], [ 14817, 15113 ], [ 15114, 15182 ], [ 15182, 15326 ], [ 15326, 15488 ], [ 15488, 15500 ], [ 15500, 15735 ], [ 15735, 16019 ], [ 16019, 16246 ], [ 16246, 16586 ], [ 16587, 16617 ], [ 16617, 16814 ], [ 16815, 17465 ], [ 17466, 17871 ], [ 17872, 18081 ], [ 18082, 18334 ], [ 18335, 18422 ], [ 18423, 18689 ], [ 18690, 19227 ], [ 19228, 19630 ], [ 19631, 19766 ], [ 19767, 19798 ], [ 19799, 19920 ], [ 19920, 19974 ], [ 19974, 20148 ], [ 20149, 20337 ], [ 20338, 20520 ], [ 20521, 20849 ], [ 20850, 21217 ], [ 21218, 22200 ], [ 22200, 22643 ], [ 22644, 22843 ], [ 22844, 23018 ], [ 23018, 23221 ], [ 23222, 23368 ], [ 23368, 23661 ], [ 23661, 23832 ], [ 23833, 23877 ], [ 23878, 23957 ], [ 23958, 24003 ], [ 24004, 24050 ], [ 24051, 24093 ], [ 24094, 24155 ], [ 24156, 24193 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 104 ] }, "nda-10": { "choice": "Entailment", "spans": [ 87, 90, 91 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 87, 88 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 31, 110, 111, 112 ] }, "nda-12": { "choice": "Entailment", "spans": [ 92, 96 ] }, "nda-20": { "choice": "Entailment", "spans": [ 32 ] }, "nda-3": { "choice": "Entailment", "spans": [ 87, 88 ] }, "nda-18": { "choice": "Entailment", "spans": [ 34, 44 ] }, "nda-7": { "choice": "Entailment", "spans": [ 19, 21, 22, 98, 99, 100 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 26 ] }, "nda-13": { "choice": "Entailment", "spans": [ 92, 95 ] }, "nda-5": { "choice": "Entailment", "spans": [ 19, 21, 22, 98, 99, 100 ] }, "nda-4": { "choice": "Entailment", "spans": [ 9, 10 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0000792130/000119312518326077/d601641dex99d3.htm" }, { "id": 520, "file_name": "801338_0000950134-07-015617_c16542toexv99wxdyx5y.htm", "text": "DISCLOSING PARTY NON-DISCLOSURE AGREEMENT\n This agreement is made as of February 15, 2007 between GUIDELINE, Inc., a New York Corporation headquartered at 625 Avenue of the Americas, 2nd Floor, NY, NY 10011 (\u201cDISCLOSING PARTY\u201d), and the Company whose name is set forth in the signature section below (\u201cCompany\u201d).\n1. In connection with the business opportunity currently being explored by DISCLOSING PARTY and COMPANY, COMPANY agrees that all information obtained by it, whether in tangible or intangible form, from or about DISCLOSING PARTY, including, without limitation, information relating to the business opportunity being explored, or information relating to DISCLOSING PARTY\u2019S products, services, technology, marketing, business plans, finances, research, development, know-how or personnel shall be considered Confidential Information. For purposes of this Agreement, Confidential Information shall also include the fact that such discussions are taking place.\n2. For a period of 18 months, COMPANY agrees not to disclose or disseminate the Confidential Information to any third party, except for those of its employees, lawyers, accountants, insurance agents and other professional representatives who have a need to know such Confidential Information for the purpose of COMPANY\u2019S evaluation of the opportunity and who agree to abide by the terms of this Agreement. Except as necessary to evaluate the business opportunity, COMPANY shall not use, reproduce or draw upon the Confidentia1 information for any purpose or circulate it within its organization.\n3. The confidentiality obligations of COMPANY with respect to the Confidential Information shall terminate with respect to any particular portion of the Confidential Information that: (i) is now or subsequently becomes generally known or available to the public, by publication, commercial use or otherwise, through no fault of COMPANY; (ii) was known by COMPANY at the time of disclosure; (iii) was obtained by COMPANY from a third party, free of any obligation of confidence; or (iv) was independently developed by COMPANY without the use of any of the Confidential Information. Confidential Information may be disclosed by COMPANY as required by governmental regulation or pursuant to a subpoena or order of a court, agency or governmental authority which is binding upon COMPANY, provided that COMPANY shall provide prior written notice of such disclosure to DISCLOSING PARTY.\n4. COMPANY shall provide notice to DISCLOSING PARTY of any demand made upon it under lawful process to disclose or provide the Confidential Information. COMPANY agrees to cooperate with DISCLOSING PARTY if DISCLOSING PARTY elects to seek reasonable protective arrangements or oppose such disclosure.\n5 COMPANY recognizes that any breach of this Agreement by it would cause irreparable harm to DISCLOSING PARTY which would not be able to be quantified, and that any action for damages would not provide an adequate remedy for such breach. Therefore, in addition to any other remedies available to it, DISCLOSING PARTY would be entitled to judicial enforcement of this Agreement by injunction.\n6. All Confidential Information shall remain the property of DISCLOSING PARTY. This Agreement does not grant any rights to COMPANY with respect to the Confidential Information. Upon written notice from DISCLOSING PARTY at any time, COMPANY shall return to DISCLOSING PARTY or destroy all Confidential Information and any copies or derivative works thereof.\n7. Nothing contained herein shall obligate either party to proceed with any transaction and each party reserves the right, in its sole discretion, to terminate discussions relating to the business opportunity at any time.\n8. This Agreement contains the entire agreement between the parties with respect to Confidential Information and no modification or waiver of the terms of this Agreement shall be binding unless it is in writing signed by an authorized representative of each party.\n9. All Confidential Information is provided \u201cAs is\u201d without any warranties, express, implied or otherwise, regarding its accuracy and completeness. Any representations regarding the Confidential Information, if any, will be contained in the documentation consummating the business opportunity, if any.\n10. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.\nThe parties hereto have executed this Agreement as of the date first written above.\nGUIDELINE, Inc. infoUSA Inc.\n Company Name\n625 AVENUE OF THE AMERICAS\n Company Address 1\nNEW YORK, NY 10011\n Company Address 2\n Signed: /s/ VINOD GUPTA\n Name: Vinod Gupta\n Title: Chief Executive Officer\n", "spans": [ [ 0, 41 ], [ 42, 43 ], [ 43, 312 ], [ 313, 844 ], [ 844, 968 ], [ 969, 1375 ], [ 1375, 1564 ], [ 1565, 1749 ], [ 1749, 1902 ], [ 1902, 1955 ], [ 1955, 2046 ], [ 2046, 2146 ], [ 2146, 2445 ], [ 2446, 2599 ], [ 2599, 2745 ], [ 2746, 2984 ], [ 2984, 3137 ], [ 3138, 3217 ], [ 3217, 3315 ], [ 3315, 3494 ], [ 3495, 3716 ], [ 3717, 3981 ], [ 3982, 4130 ], [ 4130, 4283 ], [ 4284, 4391 ], [ 4392, 4475 ], [ 4476, 4504 ], [ 4505, 4506 ], [ 4506, 4518 ], [ 4519, 4545 ], [ 4546, 4547 ], [ 4547, 4564 ], [ 4565, 4583 ], [ 4584, 4585 ], [ 4585, 4602 ], [ 4603, 4604 ], [ 4604, 4627 ], [ 4628, 4629 ], [ 4629, 4635 ], [ 4635, 4646 ], [ 4647, 4648 ], [ 4648, 4678 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 17, 18 ] }, "nda-10": { "choice": "Entailment", "spans": [ 4 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 3 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 7, 11 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 19 ] }, "nda-3": { "choice": "Entailment", "spans": [ 3 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 5 ] }, "nda-17": { "choice": "Entailment", "spans": [ 6 ] }, "nda-8": { "choice": "Entailment", "spans": [ 12 ] }, "nda-13": { "choice": "Entailment", "spans": [ 7, 10 ] }, "nda-5": { "choice": "Entailment", "spans": [ 5 ] }, "nda-4": { "choice": "Entailment", "spans": [ 6 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0000801338/000095013407015617/c16542toexv99wxdyx5y.htm" }, { "id": 522, "file_name": "803647_0001047469-17-006266_a2233487zex-99_d2.htm", "text": "Exhibit (d)(2)\nNON DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nThis Confidential Non Disclosure and Confidentiality Agreement (\u201cAgreement \u201c) is dated as of March 1, 2017 between Versar, Inc., a company incorporated under the laws of the State of Delaware, having its principal place of business at 6850 Versar Center, Springfield, VA, 22151 and Kingswood Capital Management, LLC with its principal place of business at 11777 San Vicente Blvd., Suite 650, Los Angeles, CA 90049 (hereinafter known collectively as \u201cthe Parties\u201d or individually as \u201cParty\u201d).\nWHEREAS, the Parties possess information of an intellectual, business , technical, scientific or industrial nature which is not within the public domain and in which each Party has a proprietary or ownership interest (hereinafter referred to as \u201cConfidential Information\u201d); and\nWHEREAS, the Parties have an interest in participating in discussions regarding a potential strategic business transaction (the \u201cProposed Transaction\u201d) wherein either Party might share such Confidential Information with the other Party The Parties agree as follows:\n1. Confidential Information. As used in this Agreement, \u201cConfidential Information\u201d means all information whether of a technical, business, financial or other nature (including, without limitation, trade secrets, know-how and information relating to the technology, customers, business plan, copyrights, trademarks, patents, promotional and marketing activities, finances and other business affairs) that is or may be disclosed or imparted by one Party to the other. Confidential Information also includes any other document provided by a Party that is clearly marked or otherwise identified as \u201cConfidential\u201d. Confidential Information also includes both the existence and content of discussions between the Parties with respect to a potential business transaction or relationship. Confidential Information may be in any written format, including an email transmission via electronic media and oral information.\n2. Use of Confidential Information. Each Party agrees to use the Confidential Information exclusively for the purpose of the Proposed Transaction. Except as expressly provided in this Agreement, the Party receiving Confidential Information (\u201cReceiving Party\u201d) shall not use the Confidential Information in any manner or disclose the Confidential Information to any third party without prior written consent of the Party making the disclosure (\u201cDisclosing Party\u201d).\n3. Protection of Confidential Information. The Receiving Party agrees that it will use diligent efforts to protect the secrecy and confidentiality of and avoid disclosure of the Confidential Information of the Disclosing Party, including implementing equivalent security measures and degree of care that the Receiving Party uses to protect its own proprietary or confidential information.\n4. Exceptions. Confidential Information shall not include any information that:\n(i) is publicly available to the Receiving Party without breach of this Agreement;\n(ii) is known by and in the possession of the Receiving Party as at the date of execution of this Agreement;\n(iii) is rightfully received by the Receiving Party from a third party who did not acquire or disclose such information by a wrongful or tortuous act, or in breach of a confidentiality restriction;\n(iv) is independent developed by the Receiving Party without use of any Confidential Information; or\n(v) is required to be disclosed by applicable law, regulation, stock exchange rule or judicial process.\n5. Receiving Party Personnel. The Receiving Party shall expressly restrict the possession, knowledge, development and use of Confidential Information to its partners, employees, consultants, professional advisors, agents, subcontractors and entities controlled by the Receiving Party or hired or engaged by the Receiving Party who have: (i) been determined to have a need to know, (ii) been advised of the proprietary nature of the Confidential Information being disclosed, (iii) been advised of their obligations as set forth in this Agreement to keep such Confidential Information confidential, and (iv) been placed under an obligation to the Receiving Party to preserve Confidential Information in confidence.\n6. Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Disclosing Party. The Receiving Party will have no rights, by license or otherwise, to use or disseminate the Confidential Information except as expressly provided in this Agreement. No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise conveyed by this Agreement.\n7. Return of Confidential Information. Within ten (10) days of receiving notice from the Disclosing Party, the Receiving Party shall promptly return or destroy (and verify in writing its destruction) all material embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information and all electronic media or records containing or derived from Confidential Information).\n8. Non Solicit. Each Party agrees that for a period of two (2) years from the date hereof, neither Party will, without the prior written consent of other, directly or indirectly solicit for employment or hire any employee, consultant, officer or director of the other Party with whom the Party has had contact or who became known to the Party in connection with the Proposed Transaction. Notwithstanding the foregoing, a Party shall not be precluded from hiring any such employee, consultant, officer or director who (i) responds to any public advertisement placed by the Party or (ii) has been terminated by the other Party prior to commencement of employment discussions between the Party and such employee, consultant, officer or director.\n9. No Obligation to Close. Unless and until the Parties execute a definitive agreement regarding a Proposed Transaction, neither Party is under any legal obligation of any kind whatsoever with respect to such transaction by virtue of this Agreement, except for the matters specifically agreed to herein. Further, each Party hereby waives all claims (including breach of contract) in connection with any Proposed Transaction with the other party unless and until both Parties have executed a final definitive agreement. Each Party shall have the right, in its sole discretion, to reject or accept any potential proposal, or offer, and to terminate any discussions and negotiations, at any time and for any or no reason.\n10. Judicial or Government Investigations. In the event that either Party is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information of the other Party, such Party shall provide the other Party with prompt written notice of any such request or requirement so that the other Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, each Party agrees to (i) furnish only that portion of the Confidential Information for which the other Party has waived compliance or for which the Disclosing Party is advised by written opinion of counsel, reasonably satisfactory to the other Party, is required by law, rule, regulation or court order and (ii) exercise its reasonable efforts to obtain assurance that the Confidential Information will be accorded such confidential treatment.\n11. No Warranties. Each Party acknowledges and agrees that it is not entitled to rely on the accuracy or completeness of the Confidential Information of the other Party and that it will be entitled to rely solely on such representations and warranties as may be included in any definitive agreement with respect to a Proposed Transaction between the Parties, subject to such limitations and restrictions as may be contained therein. Each Party further acknowledges and agrees that it has no liability to the other Party relating to or resulting from the use of the other Party\u2019s Confidential Information.\n12. Term. The term of this Agreement shall be for a period of two (2) years from the date hereof.\n13. Injunctive Relief. Each Party acknowledges and agrees that disclosure or use of Confidential Information in violation of this Agreement may cause irreparable harm to the owner thereof, for which monetary damages may be difficult to ascertain or be an inadequate remedy. Therefore, each Party agrees that the owner of Confidential Information may seek, in addition to its other rights and remedies, to seek injunctive relief for any violation of this Agreement.\n14. Limited Relationship. This Agreement shall not create a joint venture, partnership or other formal business relationship or entity of any kind, or an obligation to form any such relationship or entity. Each Party shall act as an independent contractor and not as an agent of the other Party for any purpose, and neither shall have the authority to bind the other.\n15. Non-waiver. Any failure by either Party to enforce the other Party\u2019s strict performance of any provision of this Agreement shall not constitute a waiver of the right to subsequently enforce such provision or any other provision of this Agreement.\n16. Governing Law. This Agreement shall be governed by laws of the Commonwealth of Virginia and any legal action hereunder may be brought in an appropriate federal or state court located in Fairfax County, Virginia. The prevailing Party in any such action shall be entitled to recover its reasonable attorneys\u2019 fees and costs incurred in any such action.\n17. Severability. If a provision of this Agreement is held invalid under any applicable law, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision. Further, all terms and conditions of this Agreement shall be deemed enforceable to the fullest extent permissible under applicable law, and when necessary, the court is requested to reform any and all terms or conditions to give them such effect.\n18. Entire Agreement; Amendment. This Agreement constitutes the entire understanding between the Parties relating to the matters discussed herein and may be amended or modified only with the mutual written consent of the Parties.\n19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute for an agreement.\nIN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.\nKingswood Capital Management, LLC Versar, Inc.\nBy: /s/ Alex Wolf By: /s/ James Villa\nPrinted Name: Alex Wolf Printed Name: James Villa\nTitle: Managing Member Title: Senior Vice President, General Counsel, Secretary, Chief Compliance Officer\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 59 ], [ 60, 551 ], [ 552, 829 ], [ 830, 1095 ], [ 1096, 1125 ], [ 1125, 1562 ], [ 1562, 1706 ], [ 1706, 1877 ], [ 1877, 2006 ], [ 2007, 2043 ], [ 2043, 2154 ], [ 2154, 2470 ], [ 2471, 2514 ], [ 2514, 2859 ], [ 2860, 2875 ], [ 2875, 2939 ], [ 2940, 3022 ], [ 3023, 3131 ], [ 3132, 3329 ], [ 3330, 3430 ], [ 3431, 3534 ], [ 3535, 3565 ], [ 3565, 3872 ], [ 3872, 3916 ], [ 3916, 4009 ], [ 4009, 4136 ], [ 4136, 4247 ], [ 4248, 4290 ], [ 4290, 4380 ], [ 4380, 4545 ], [ 4545, 4665 ], [ 4666, 4705 ], [ 4705, 5114 ], [ 5115, 5131 ], [ 5131, 5503 ], [ 5503, 5632 ], [ 5632, 5696 ], [ 5696, 5857 ], [ 5858, 5885 ], [ 5885, 6162 ], [ 6162, 6377 ], [ 6377, 6576 ], [ 6577, 6620 ], [ 6620, 7143 ], [ 7143, 7237 ], [ 7237, 7523 ], [ 7523, 7659 ], [ 7660, 7679 ], [ 7679, 8093 ], [ 8093, 8264 ], [ 8265, 8275 ], [ 8275, 8362 ], [ 8363, 8386 ], [ 8386, 8637 ], [ 8637, 8827 ], [ 8828, 8854 ], [ 8854, 9034 ], [ 9034, 9195 ], [ 9196, 9212 ], [ 9212, 9446 ], [ 9447, 9466 ], [ 9466, 9663 ], [ 9663, 9801 ], [ 9802, 9820 ], [ 9820, 10022 ], [ 10022, 10268 ], [ 10269, 10302 ], [ 10302, 10498 ], [ 10499, 10517 ], [ 10517, 10625 ], [ 10626, 10722 ], [ 10723, 10769 ], [ 10770, 10807 ], [ 10808, 10857 ], [ 10858, 10963 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 30, 31, 32 ] }, "nda-10": { "choice": "Entailment", "spans": [ 9 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 7, 8 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 17, 21 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 34 ] }, "nda-3": { "choice": "Entailment", "spans": [ 10 ] }, "nda-18": { "choice": "Entailment", "spans": [ 36 ] }, "nda-7": { "choice": "Entailment", "spans": [ 24, 25 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 45 ] }, "nda-13": { "choice": "Entailment", "spans": [ 17, 20 ] }, "nda-5": { "choice": "Entailment", "spans": [ 24, 25 ] }, "nda-4": { "choice": "Entailment", "spans": [ 12, 13 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0000803647/000104746917006266/a2233487zex-99_d2.htm" }, { "id": 524, "file_name": "832995_0000912057-00-054331_a2033550zex-99_d13.htm", "text": "MUTUAL NONDISCLOSURE, NONSOLICITATION AND EXCLUSIVITY AGREEMENT\n This Mutual Nondisclosure, Nonsolicitation and Exclusivity Agreement (\"Agreement\") is made August 31, 2000, by and between Best Buy Co., Inc. (\"BBY\") and Musicland Stores Corporation (the \"Company\").\n A. BBY and the Company are mutually considering a possible business combination transaction involving the Company and BBY (the \"Transaction\");\n B. During the negotiations relating to the Transaction, each party (the \"Receiving Party\") understands that the other party (the \"Disclosing Party\") has disclosed or may disclose information relating to the Disclosing Party's business (including, without limitation, computer programs, technical drawings, algorithms, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, customer and product development plans, forecasts, strategies and information) (hereinafter \"Evaluation Material\" of the Disclosing Party) to each party and its directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, \"Representatives\" and, where applicable, the terms \"Disclosing Party\" and \"Receiving Party\" include such parties' Representatives); and\n C. The parties wish to undertake negotiations relating to the Transaction and the exchange of Evaluation Material while maintaining the confidential nature of the pendency of such negotiations and the Evaluation Material both during and after such negotiations are concluded and as a condition to each party furnishing information to the other party, each party agrees to enter into this Agreement;\n NOW, THEREFORE, in consideration of the foregoing, and any access of the Receiving Party to Evaluation Material of the Disclosing Party, the parties hereby agree as follows:\n 1. Evaluation Material. The term \"Evaluation Material\" also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by each party or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto which is not available to the general public. The term \"Evaluation Material\" does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party, (ii) was within the Receiving Party's possession prior to its being furnished to the Receiving Party by or on behalf of the Disclosing Party, provided that the source of such information was not known by the Receiving Party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect to such information, (iii) is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives, provided that such source was not known by the Receiving Party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect to such information, or (iv) is independently developed by the Receiving Party without use of Evaluation Material.\n 2. Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other's Evaluation Material solely for the purpose of evaluating a possible Transaction between the parties, and that the Disclosing Party's Evaluation Material will be kept confidential and each party and its Representatives will not disclose or use for purposes other than the evaluation of a Transaction any of the other's Evaluation Material in any manner whatsoever, provided, however, that (i) the Receiving Party may make any disclosure of such information to which the Disclosing Party gives its prior written consent and (ii) any of such information may be disclosed to the Receiving Party's Representatives who need to know such information for the sole purpose of evaluating a possible Transaction between the parties, who are provided with a copy of this Agreement and who are directed by the Receiving Party to treat such information as confidential and agrees to treat such Evaluation Material in accordance with the terms of this Agreement.\n 3. Securities Laws. Each party acknowledges that it is aware, and will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that the United States securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.\n 4. Non-Disclosure. In addition, each party agrees that, without the prior written consent of the other party, its Representatives will not disclose to any other person the fact that any Evaluation Material has been made available hereunder, that discussions or negotiations are taking place concerning a Transaction involving the parties or any of the terms, conditions or other facts with respect thereto (including the status thereof) provided, that a party may make such disclosure if in the written opinion of a party's outside legal counsel, such disclosure is necessary to avoid committing a violation of law. In such event, such party shall use its best efforts to give advance notice to the other party.\n 5. Required Disclosure. In the event that a party or its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the other party's Evaluation Material or the fact that such Evaluation Material has been made available to such party or that discussions are taking place concerning a possible Transaction or any of the terms or conditions or other facts related thereto, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosures or any of its Representatives are nonetheless, in the opinion of counsel (which counsel shall be independent legal counsel selected by counsel to the party requested or required to make disclosure and reasonably acceptable to counsel to the other party if such disclosure is requested or required in connection with a matter in which the parties hereto are adverse or relates to information that is reasonably likely to be utilized in or relevant to a matter in which the parties hereto have or may reasonably be expected to have adverse interests), legally compelled to disclose the other party's Evaluation Material to any tribunal, the party requested or required to make the disclosure or its Representative may, without liability hereunder, disclose to such tribunal only that portion of the other party's Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable efforts to preserve the confidentiality of the other party's Evaluation Material, including, without limitation, by cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party's Evaluation Material by such tribunal.\n 6. Termination of Negotiations. If either party decides that it does not wish to proceed with a Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination of negotiations. In that case, or at any time upon the request of either Disclosing Party for any reason, each Receiving Party will promptly deliver to the Disclosing Party or destroy all written Evaluation Material (and all copies thereof and extracts therefrom) furnished to the Receiving Party or its Representatives by or on behalf of the Disclosing Party pursuant hereto and such destruction shall be certified in writing by an authorized officer supervising such destruction. In the event of such a decision or request, all other Evaluation Material prepared by the requesting party shall be destroyed, no copy thereof shall be retained and such destruction shall be certified in writing by an authorized officer supervising such destruction, and in no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the Evaluation Material, upon any termination of negotiations, each party and its Representatives will continue to be bound by its obligations of confidentiality and all other obligations hereunder.\n 7. No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party's Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.\n 8. Definitive Agreements. Each party understands and agrees that no contract or agreement providing for any Transaction involving the parties shall be deemed to exist between the parties unless and until a final definitive agreement has been executed and delivered. Each party also agrees that unless and until a final definitive agreement regarding a Transaction between the parties has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this Agreement except for the matters specifically agreed to herein. For purposes of this paragraph, the term \"definitive agreement\" does not include an executed letter of intent, term sheet or any other preliminary written agreement.\n 9. Non-Solicitation. BBY agrees that for a period of fifteen (15) months from the date hereof (the \"Restricted Period\"), without the prior written consent of the Company, neither its officers, any other employee of BBY authorized to recruit employees for BBY nor its directors will directly or indirectly solicit to employ any exempt (salaried) non-store employee of the Company who is employed at the level of director or above (each a \"Restricted Employee\"); provided, however, that in the absence of prior contact with a Restricted Employee during the Restricted Period, general recruitment advertising or communications to which such Restricted Employee responds shall not be considered a solicitation for purposes of this Section 9. In addition, BBY agrees that during the Restricted Period, BBY shall not employ any Restricted Employee BBY solicited for employment during the six (6) month period immediately preceding the date hereof.\n 10. Exclusive Dealing. In order to cause BBY to be willing to spend the time and incur the expense necessary to conduct due diligence and undertake negotiations related to the Transaction, the Company agrees that it will not, and will not permit any director, officer, authorized employee, agent or other representative of the Company to, negotiate, solicit or encourage, or (subject to the fiduciary duties of the Company's Board of Directors), respond to any inquiries (other than a response that merely defers a substantive response until after the expiration of the Exclusivity Period, as defined below) or requests for non-public information relating to, any proposal for the combination of the Company with any other party or sale or other disposition of the Company or a substantial portion of its assets (whether by means of a negotiated sale of securities or assets, tender or exchange offer, merger or other business combination, recapitalization, restructuring or other transaction) (collectively referred to herein as a \"Sale\") with or from any other party from and after the date hereof through and including the earlier of (a) the date upon which BBY gives notice, in accordance with Section 6 of this Agreement, to the Company that it does not wish to proceed with a Transaction, or (b) October 6, 2000 (the \"Exclusivity Period\").\n In addition, the Company agrees that it will immediately cease from the date hereof through the end of the Exclusivity Period any existing negotiations with any party other than BBY or its affiliates in respect of a Sale. The Company will promptly notify Richard Zona if it receives, at any time during the Exclusivity Period, any offers, proposals, inquiries or requests for non-public information concerning a Sale. If Mr. Zona determines in his reasonable discretion that any such offer, proposal, inquiry or request for information is likely to result in an Other Offer (as defined below), then the Company shall immediately notify BBY of such offer, proposal, inquiry or request for information. For purposes of this Section 10, an \"Other Offer\" shall mean an unsolicited offer concerning a Sale received by the Company during the Exclusivity Period which, pursuant to its fiduciary obligations, the Board of Directors of the Company concludes, after receiving the advice of outside counsel and financial advisers, that it must consider and respond to prior to the expiration of the Exclusivity Period. The Company may consider and respond to an Other Offer prior to the expiration of the Exclusivity Period provided it (i) promptly advises BBY of the receipt of such Other Offer and the Board's conclusions with respect thereto, (ii) promptly advises BBY of the terms of such Other Offer, including the identity of the offeror, and (iii) considers at the same meeting at which such Other Offer is to be considered any amended offer submitted by BBY for consideration by the Company's Board of Directors. Nothing contained in this Section 10 shall prohibit the Company or its Board of Directors from taking and disclosing to its shareholders a position with respect to an Other Offer as contemplated by Rule 14e-2(a) promulgated under the Securities Exchange Act of 1934, as amended.\n In connection with any such Other Offer, the Company will only provide information to such third party if such third party has executed a confidentiality agreement in substantially the same form as the confidentiality provisions of this Agreement, and BBY is provided with copies of all information given to the other party which was not previously provided to BBY. The Company will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party unless and until the parties hereto have terminated their negotiations pursuant to Section 6 above. In consideration of the Company's agreement hereto, BBY agrees to diligently pursue its due diligence review during the Exclusivity Period and agrees further to notify the Company within forty-eight (48) hours of any determination not to proceed with a transaction as contemplated by the parties.\n 11. Future Conduct of BBY. BBY agrees that until the expiration of one (1) year from the date the Exclusivity Period expires, and except with the express written consent of the Company, neither BBY nor any of its directors or executive officers shall: (i) in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, more than 3% in the aggregate of any equity securities of the Company or any of its subsidiaries, (ii) propose to enter into, directly or indirectly, any merger or business combination involving the Company or any of its subsidiaries or to purchase, directly or indirectly, a material portion of the assets of the Company or any of its subsidiaries, (iii) make, or in any way participate in, directly or indirectly, any \"solicitation of proxies\" (as such term is used in the proxy rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of its subsidiaries, (iv) form, join or in any way participate in a \"group\" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company or any of its subsidiaries, (v) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing, or (vii) advise, assist or encourage any other person in connection with any of the foregoing.\n 12. Waiver. It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\n 13. Miscellaneous. Each party agrees to be responsible for any breach of this Agreement by any of its Representatives. No failure or delay by either party or any of its Representatives in exercising any right, power or privileges under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power, or privilege hereunder, and the non-breaching party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that either party or any of its Representatives have breached this Agreement, then the breaching party shall be liable and pay to the non-breaching party the reasonable legal fees incurred in connection with such litigation, including an appeal therefrom. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability, of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby.\n 14. Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Minnesota, without giving effect to the principles of conflicts of laws thereof. Venue for any action to enforce the provisions of this Agreement shall be properly laid in any state or federal court in the State of Minnesota.\n 15. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.\n MUSICLAND STORES CORPORATION\n By: /s/ JACK W. EUGSTER\nJack W. Eugster\nChairman, President and Chief Executive\nOfficer\n BEST BUY CO., INC.\n By: /s/ RICHARD M. SCHULZE\nRichard M. Schulze\nChairman and Chief Executive Officer\n", "spans": [ [ 0, 63 ], [ 64, 65 ], [ 65, 264 ], [ 265, 266 ], [ 266, 408 ], [ 409, 410 ], [ 410, 1372 ], [ 1373, 1374 ], [ 1374, 1772 ], [ 1773, 1774 ], [ 1774, 1947 ], [ 1948, 1949 ], [ 1949, 1973 ], [ 1973, 2349 ], [ 2349, 2415 ], [ 2415, 2544 ], [ 2544, 2964 ], [ 2964, 3384 ], [ 3384, 3474 ], [ 3475, 3476 ], [ 3476, 3507 ], [ 3507, 3548 ], [ 3548, 3974 ], [ 3974, 4108 ], [ 4108, 4533 ], [ 4534, 4535 ], [ 4535, 4555 ], [ 4555, 5129 ], [ 5130, 5131 ], [ 5131, 5150 ], [ 5150, 5747 ], [ 5747, 5842 ], [ 5843, 5844 ], [ 5844, 5868 ], [ 5868, 6659 ], [ 6659, 8128 ], [ 8129, 8130 ], [ 8130, 8162 ], [ 8162, 8395 ], [ 8395, 8860 ], [ 8860, 9280 ], [ 9280, 9523 ], [ 9524, 9525 ], [ 9525, 9559 ], [ 9559, 9800 ], [ 9800, 10088 ], [ 10088, 10334 ], [ 10335, 10336 ], [ 10336, 10362 ], [ 10362, 10602 ], [ 10602, 10942 ], [ 10942, 11107 ], [ 11108, 11109 ], [ 11109, 11130 ], [ 11130, 11847 ], [ 11847, 12050 ], [ 12051, 12052 ], [ 12052, 12075 ], [ 12075, 13189 ], [ 13189, 13350 ], [ 13350, 13397 ], [ 13398, 13399 ], [ 13399, 13621 ], [ 13621, 13817 ], [ 13817, 14100 ], [ 14100, 14507 ], [ 14507, 14624 ], [ 14624, 14734 ], [ 14734, 14837 ], [ 14837, 15009 ], [ 15009, 15287 ], [ 15288, 15289 ], [ 15289, 15655 ], [ 15655, 15910 ], [ 15910, 16206 ], [ 16207, 16208 ], [ 16208, 16235 ], [ 16235, 16460 ], [ 16460, 16659 ], [ 16659, 16911 ], [ 16911, 17238 ], [ 17238, 17466 ], [ 17466, 17613 ], [ 17613, 17698 ], [ 17698, 17789 ], [ 17790, 17791 ], [ 17791, 17803 ], [ 17803, 18121 ], [ 18122, 18123 ], [ 18123, 18142 ], [ 18142, 18242 ], [ 18242, 18688 ], [ 18688, 18857 ], [ 18857, 19216 ], [ 19216, 19441 ], [ 19442, 19443 ], [ 19443, 19462 ], [ 19462, 19648 ], [ 19648, 19792 ], [ 19793, 19794 ], [ 19794, 19812 ], [ 19812, 19986 ], [ 19987, 19988 ], [ 19988, 20016 ], [ 20017, 20018 ], [ 20018, 20041 ], [ 20042, 20057 ], [ 20058, 20097 ], [ 20098, 20105 ], [ 20106, 20107 ], [ 20107, 20125 ], [ 20126, 20127 ], [ 20127, 20131 ], [ 20131, 20153 ], [ 20154, 20172 ], [ 20173, 20209 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 30 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 41 ] }, "nda-12": { "choice": "Entailment", "spans": [ 14, 18 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 39, 40 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 54, 55, 77, 80 ] }, "nda-7": { "choice": "Entailment", "spans": [ 6, 24 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 30, 31, 34 ] }, "nda-13": { "choice": "Entailment", "spans": [ 14, 17 ] }, "nda-5": { "choice": "Entailment", "spans": [ 6, 24 ] }, "nda-4": { "choice": "Entailment", "spans": [ 21, 22 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0000832995/000091205700054331/a2033550zex-99_d13.htm" }, { "id": 525, "file_name": "845818_0001193125-11-195725_dex99d8.htm", "text": "Exhibit (d)(8)\nMUTUAL NONDISCLOSURE AGREEMENT\nThis Mutual Nondisclosure Agreement (this \u201cAgreement\u201d) by and between Radiant Systems, Inc., a Georgia corporation, and NCR Corporation, a Maryland corporation (each a \u201cParty\u201d and collectively, the \u201cParties\u201d), is dated as of the latest date set forth on the signature page hereto.\n1. General. In connection with the consideration of a possible negotiated transaction (a \u201cPossible Transaction\u201d) between the Parties and/or their respective subsidiaries (each such Party being hereinafter referred to, collectively with its subsidiaries, as a \u201cCompany\u201d), each Company (in its capacity as a provider of information hereunder, a \u201cProvider\u201d) is prepared to make available to the other Company (in its capacity as a recipient of information hereunder, a \u201cRecipient\u201d) certain \u201cEvaluation Material\u201d (as defined in Section 2 below) in accordance with the provisions of this Agreement, and to take or refrain from taking certain other actions as hereinafter set forth.\n2. Definitions.\n(a) The term \u201cEvaluation Material\u201d means information concerning the Provider which has been or is furnished to the Recipient or its Representatives in connection with the Recipient\u2019s evaluation of a Possible Transaction, including its business, financial condition, operations, assets and liabilities, and includes all notes, analyses, compilations, studies, interpretations or other documents prepared by the Recipient or its Representatives to the extent they contain or are based upon the information furnished by the Provider hereunder. The term Evaluation Material does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives in breach of this Agreement, (ii) was within the Recipient\u2019s possession prior to its being furnished to the Recipient by or on behalf of the Provider, provided that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information, or (iii) is or becomes available to the Recipient on a non-confidential basis from a source other than the Provider or its Representatives, provided that such source is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information.\n(b) The term \u201cRepresentatives\u201d shall include the directors, officers, employees, agents, partners or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) of the Recipient or Provider, as applicable.\n(c) The term \u201cPerson\u201d includes the media and any corporation, partnership, group, individual or other entity.\n3. Use of Evaluation Material. Each Recipient shall, and it shall cause its Representatives to, use the Evaluation Material solely for the purpose of evaluating a Possible Transaction, keep the Evaluation Material confidential, and, subject to Section 5, will not, and will cause its Representatives not to, disclose any of the Evaluation Material in any manner whatsoever; provided, however, that any of such information may be disclosed to the Recipient\u2019s Representatives who need to know such information for the sole purpose of helping the Recipient evaluate a Possible Transaction. Each Recipient agrees to be responsible for any breach of this Agreement by any of such Recipient\u2019s Representatives. This Agreement does not grant a Recipient or any of its Representatives any license to use the Provider\u2019s Evaluation Material except as provided herein.\n4. Non-Disclosure of Discussions. Subject to Section 5, each Company agrees that, without the prior written consent of the other Company, such Company will not, and it will cause its Representatives not to, disclose to any other Person (i) that Evaluation Material has been exchanged between the Companies, (ii) that discussions or negotiations are taking place between the Companies concerning a Possible Transaction or (iii) any of the terms, conditions or other facts with respect thereto (including the status thereof).\n5. Legally Required Disclosure. If a Recipient or its Representatives are requested or required (by oral questions, interrogatories, other requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 above, such Recipient shall provide the Provider with prompt written notice of any such request or requirement together with copies of the material proposed to be disclosed so that the Provider may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Provider, a Recipient or its Representatives are nonetheless legally compelled to disclose Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 or otherwise be liable for contempt or suffer other censure or penalty, such Recipient or its Representatives may, without liability hereunder, disclose to such requiring Person only that portion of such Evaluation Material or any such facts which the Recipient or its Representatives is legally required to disclose, provided that the Recipient and/or its Representatives cooperate with the Provider to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such Evaluation Material or such facts by the Person receiving the material.\n6. Return or Destruction of Evaluation Material. If either Company decides that it does not wish to proceed with a Possible Transaction, it will promptly inform the other Company of that decision. In that case, or at any time upon the request of a Provider for any reason, a Recipient will, and will cause its Representatives to, within five business days of receipt of such notice, destroy or return all Evaluation Material, except for that portion of notes, analyses, compilations, studies, interpretations or other documents or records prepared by the Recipient or its Representatives which does not contain in any respect any of the Evaluation Materials, in any way relating to the Provider or its products, services, employees or other assets or liabilities, and no copy or extract thereof (including electronic copies) shall be retained, except that Recipient\u2019s outside legal counsel may retain one copy to be kept confidential and used solely for the purpose of establishing Recipient\u2019s compliance with its obligations hereunder. The Recipient shall provide to the Provider a certificate of compliance with the previous sentence signed by an executive officer of the Recipient. Notwithstanding the return or destruction of the Evaluation Material, the Recipient and its Representatives will continue to be bound by such Recipient\u2019s obligations hereunder with respect to such Evaluation Material.\n7. No Solicitation/Employment. Neither Recipient will, within one year from the date of this Agreement, directly or indirectly solicit the employment or consulting services of or employ or engage as a consultant any of the officers or employees of the Provider, so long as they are employed by the Provider and for three months after they cease to be employed by Provider. A Recipient is not prohibited from soliciting by means of a general advertisement not directed at (i) any particular individual or (ii) the employees of the Provider generally.\n8. Standstill. Each Party agrees that, for a period of six months from the date of this Agreement (the \u201cStandstill Period\u201d), unless specifically invited in writing by the other Party, neither it nor any of its affiliates (as defined in the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d)) or Representatives (acting in any capacity other than as an advisor in any of the following cases) will in any manner, directly or indirectly:\n(a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in:\n(i) any acquisition of any securities (or beneficial ownership thereof) or assets of the other Party or any of its subsidiaries,\n(ii) any tender or exchange offer, merger or other business combination involving the other Party or any of its subsidiaries,\n(iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the other Party or any of its subsidiaries, or\n(iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the other Party;\n(b) form, join or in any way participate in a \u201cgroup\u201d (as defined under the Exchange Act) with respect to the securities of the other Party;\n(c) make any public announcement with respect to, or submit an unsolicited proposal for or offer of (with or without condition), any extraordinary transaction involving the other Party or its securities or assets;\n(d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the other Party;\n(e) take any action which might force the other Party to make a public announcement regarding any of the types of matters set forth in (a) above; or\n(f) enter into any discussions or arrangements with any third party with respect to any of the foregoing.\nEach Party also agrees during the Standstill Period not to request the other Party (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this Section 8 (including this sentence); provided, that this provision shall not prohibit any request to amend or waive any provision of this Section 8 which is not publicly announced or disclosed by the requesting party and does not otherwise violate this Section 8.\nThe provisions of this paragraph shall be inoperative and of no force or effect if a Competing Transaction occurs with respect to a Party. \u201cCompeting Transaction\u201d shall mean that a person (as defined by Section 13(d)(3) of the Exchange Act): (i) enters into a definitive agreement with such Party providing for the merger or consolidation, or any similar transaction, in which the persons or entities who, immediately prior to such transaction, had beneficial ownership of more than 50% of the voting power of such Party would not continue to beneficially own at least 50% of the voting power of the combined entity or would not have the ability to elect a majority of the directors of the combined entity following such transaction; (ii) commences or publicly announces its intention to commence a tender or exchange offer for more than 50% of the outstanding voting securities of such Party, or securities convertible into or any options or other rights to acquire more than 50% of the outstanding voting securities of such Party; (iii) enters into a definitive agreement with such Party providing for the purchase or other acquisition of, or purchases or otherwise acquires, a material portion of the assets of such Party; or (iv) enters into a definitive agreement with such Party providing for the purchase or acquisition of, or purchases or acquires, beneficial ownership of securities representing more than 50% of the voting power of such Party.\n9. Maintaining Privileges. If any Evaluation Material includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each Company understands and agrees that the Companies have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the Companies that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material provided by a Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine.\n10. Compliance with Securities Laws. Each Recipient agrees not to use any Evaluation Material of the Provider in violation of applicable securities laws.\n11. Not a Transaction Agreement. Each Company understands and agrees that no contract or agreement providing for a Possible Transaction exists between the Companies unless and until a final definitive agreement for a Possible Transaction has been executed and delivered, and each Company hereby waives, in advance, any claims (including, without limitation, breach of contract) relating to the existence of a Possible Transaction unless and until both Companies shall have entered into a final definitive agreement for a Possible Transaction. Each Company also agrees that, unless and until a final definitive agreement regarding a Possible Transaction has been executed and delivered, neither Company will be under any legal obligation of any kind whatsoever with respect to such Possible Transaction by virtue of this Agreement except for the matters specifically agreed to herein. Neither Company is under any obligation to accept any proposal regarding a Possible Transaction and either Company may terminate discussions and negotiations with the other Company at any time.\n12. No Representations or Warranties; No Obligation to Disclose. Each Recipient understands and acknowledges that neither the Provider nor its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material furnished by or on behalf of such Provider and shall have no liability to the Recipient, its Representatives or any other Person relating to or resulting from the use of the Evaluation Material furnished to such Recipient or its Representatives or any errors therein or omissions therefrom. As to the information delivered to the Recipient, each Provider will only be liable for those representations or warranties which are made in a final definitive agreement regarding a Possible Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein. Nothing in this Agreement shall be construed as obligating a Company to provide, or to continue to provide, any information to any Person.\n13. Modifications and Waiver. No provision of this Agreement can be waived or amended in favor of either Party except by written consent of the other Party, which consent shall specifically refer to such provision and explicitly make such waiver or amendment. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\n14. Remedies. Each Company understands and agrees that money damages would not be a sufficient remedy for any breach of this Agreement by either Company or any of its Representatives and that the Company against which such breach is committed shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach or threat thereof. Such remedies shall not be deemed to be the exclusive remedies for a breach by either Company of this Agreement, but shall be in addition to all other remedies available at law or equity to the Company against which such breach is committed.\n15. Governing Law. This Agreement is for the benefit of each Company and shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State.\n16. Severability. If any term, provision, covenant or restriction contained in this Agreement is held by any court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants or restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and if a covenant or provision is determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the Companies intend and hereby request that the court or other authority making that determination shall only modify such extent, duration, scope or other provision to the extent necessary to make it enforceable and enforce them in their modified form for all purposes of this Agreement.\n17. Construction. The Companies have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Companies and no presumption or burden of proof shall arise favoring or disfavoring either Company by virtue of the authorship at any of the provisions of this Agreement.\n18. Term. This Agreement shall terminate two years after the date of this Agreement.\n19. Entire Agreement. This Agreement contains the entire agreement between the Companies regarding the subject matter hereof and supersedes all prior agreements, understandings, arrangements and. discussions between the Companies regarding such subject matter.\n20. Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original but all of which shall be deemed to constitute a single instrument.\nIN WITNESS WHEREOF, each of the undersigned entities has caused this Agreement to be signed by its duly authorized representatives as of May 27 , 2011.th\nRADIANT SYSTEMS, INC. NCR CORPORATION\nBy: /s/ Mark Haidet By: /s/ Pooja Lal\nName: Mark Haidet Name: Pooja Lal\nTitle: CFO Title: VP, Business Development\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 45 ], [ 46, 326 ], [ 327, 339 ], [ 339, 1003 ], [ 1004, 1019 ], [ 1020, 1561 ], [ 1561, 1625 ], [ 1625, 1785 ], [ 1785, 2128 ], [ 2128, 2462 ], [ 2463, 2718 ], [ 2719, 2828 ], [ 2829, 2860 ], [ 2860, 3416 ], [ 3416, 3533 ], [ 3533, 3685 ], [ 3686, 3720 ], [ 3720, 3922 ], [ 3922, 3993 ], [ 3993, 4107 ], [ 4107, 4209 ], [ 4210, 4242 ], [ 4242, 4898 ], [ 4898, 5762 ], [ 5763, 5812 ], [ 5812, 5960 ], [ 5960, 6800 ], [ 6800, 6948 ], [ 6948, 7165 ], [ 7166, 7197 ], [ 7197, 7539 ], [ 7539, 7637 ], [ 7637, 7670 ], [ 7670, 7715 ], [ 7716, 7731 ], [ 7731, 8164 ], [ 8165, 8403 ], [ 8404, 8532 ], [ 8533, 8658 ], [ 8659, 8824 ], [ 8825, 9009 ], [ 9010, 9150 ], [ 9151, 9364 ], [ 9365, 9515 ], [ 9516, 9651 ], [ 9651, 9664 ], [ 9665, 9770 ], [ 9771, 10232 ], [ 10233, 10372 ], [ 10372, 10475 ], [ 10475, 10967 ], [ 10967, 11266 ], [ 11266, 11462 ], [ 11462, 11686 ], [ 11687, 11714 ], [ 11714, 12398 ], [ 12398, 12682 ], [ 12683, 12720 ], [ 12720, 12836 ], [ 12837, 12870 ], [ 12870, 13380 ], [ 13380, 13721 ], [ 13721, 13914 ], [ 13915, 13980 ], [ 13980, 14485 ], [ 14485, 14794 ], [ 14794, 14932 ], [ 14933, 14963 ], [ 14963, 15193 ], [ 15193, 15478 ], [ 15479, 15493 ], [ 15493, 15859 ], [ 15859, 16100 ], [ 16101, 16120 ], [ 16120, 16339 ], [ 16340, 16358 ], [ 16358, 17122 ], [ 17123, 17141 ], [ 17141, 17232 ], [ 17232, 17529 ], [ 17530, 17540 ], [ 17540, 17614 ], [ 17615, 17637 ], [ 17637, 17811 ], [ 17811, 17875 ], [ 17876, 17894 ], [ 17894, 18049 ], [ 18050, 18201 ], [ 18201, 18203 ], [ 18204, 18226 ], [ 18226, 18241 ], [ 18242, 18262 ], [ 18262, 18279 ], [ 18280, 18313 ], [ 18314, 18325 ], [ 18325, 18356 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 27, 28 ] }, "nda-15": { "choice": "Entailment", "spans": [ 17 ] }, "nda-10": { "choice": "Entailment", "spans": [ 19, 20, 21, 22 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 30, 83 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Entailment", "spans": [ 28 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 32 ] }, "nda-7": { "choice": "Entailment", "spans": [ 12, 15 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 24 ] }, "nda-13": { "choice": "Entailment", "spans": [ 8, 11 ] }, "nda-5": { "choice": "Entailment", "spans": [ 12, 15 ] }, "nda-4": { "choice": "Entailment", "spans": [ 15 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0000845818/000119312511195725/dex99d8.htm" }, { "id": 527, "file_name": "858452_0001193125-12-123549_d317599dex99d3.htm", "text": "Exhibit (d)(3)\nCONFIDENTIALITY AGREEMENT\nJuly 15, 2011\nLance Cornell, CFO\nTranscend Services, Inc.\nOne Glenlake Parkway, Suite 1325\nAtlanta, GA 30328\nDear Larry:\nIn connection with the consideration of a possible transaction between Transcend Services, Inc. (the \u201cCompany\u201d) and Nuance Communications, Inc. (\u201cNuance\u201d) (a \u201cPossible Transaction\u201d) each of the parties (each a \u201cDisclosing Party\u201d as applicable) is prepared to make available to the other (each a \u201cRecipient\u201d as applicable) and its Representatives (as hereinafter defined) certain information concerning its business, financial condition, operations, assets and liabilities. As a condition to such information being furnished, the Recipient agrees to treat any information which is furnished to it or to its Representatives by or on behalf of the Disclosing Party (herein collectively referred to as the \u201cConfidential Information\u201d) in accordance with the provisions of this letter agreement (the \u201cAgreement\u201d), and to take or abstain from taking certain other actions as hereinafter set forth. As used in this Agreement, a party\u2019s \u201cRepresentatives\u201d shall include the directors, officers, employees, agents, partners or advisors of such party and those of its parent company, subsidiaries and affiliates (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors).\n(1) Confidential Information. The term \u201cConfidential Information\u201d also shall be deemed to include the portion of all notes, analyses, compilations, studies, interpretations or other documents prepared by Recipient or its Representatives that contain Confidential Information. The term \u201cConfidential Information\u201d shall not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by Recipient or its Representatives, (ii) was within Recipient\u2019s possession prior to its being furnished to it by or on behalf of the Disclosing Party pursuant hereto, provided that the source of such information was not known by Recipient to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Disclosing Party with respect to such information, (iii) is independently developed by the Recipient or (iv) becomes available to Recipient on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives, provided that such source is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Disclosing Party or any other party with respect to such information.\n(2) Use of Confidential Information. Recipient and its Representatives shall use the Confidential Information solely for the purpose of evaluating a Possible Transaction and for no other purpose. Recipient agrees that the Confidential Information will be kept confidential and that Recipient and its Representatives will not disclose any of the Confidential Information in any manner whatsoever; provided, however, that (i) it may make any disclosure of the Confidential Information to which the Disclosing Party gives its prior written consent, and (ii) any of the Confidential Information may be disclosed to Recipient\u2019s Representatives who need to know such information for the sole purpose of evaluating a Possible Transaction, who are bound by confidentiality obligations to Recipient or agree to keep such Confidential Information confidential to the same extent as Recipient. In any event, Recipient agrees to undertake reasonable precautions to safeguard and protect the confidentiality of the Confidential\nInformation, to accept responsibility for any breach of this Agreement by any of its Representatives, and at its sole expense to take all reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or uses of the Confidential Information. The Disclosing Party understands that Recipient may currently or in the future be developing information internally, or receiving information from other parties, that may be similar to Disclosing Party\u2019s information. Accordingly, this Agreement will not be construed as an obligation or representation that Recipient will not develop products or systems, or have products or systems developed for it, that compete with the products or systems contemplated by Disclosing Party\u2019s information. In addition, the Disclosing Party agrees that Recipient does not intend to, and will not be obligated to, restrict or segregate the work assignments of personnel who may have been exposed to Disclosing Party\u2019s information.\n(3) Non-Disclosure. In addition, both parties agree that, without the prior written consent of the other party, neither it nor its Representatives will disclose to any other person the fact that the Confidential Information has been made available to it, that discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect thereto (whether written or oral), including the status thereof (collectively, the \u201cDiscussion Information\u201d); provided, however that a party may make such disclosure if, and solely to the extent that, the other party has already done so or such party has received the written opinion of its outside counsel that such disclosure must be made in order that such party not commit a violation of law. The term \u201cperson\u201d as used in this Agreement shall be broadly interpreted to include any corporation, partnership, group, individual or other entity.\n(4) Required Disclosure. In the event that Recipient or any of its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information or Discussion Information, Recipient shall provide the Disclosing Party with prompt written notice of any such request or requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Disclosing Party, Recipient or any of its Representatives are nonetheless, in the written opinion of counsel, legally compelled to disclose Confidential Information or Discussion Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, Recipient or its Representatives may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information or Discussion Information which such counsel advises is legally required to be disclosed, provided that Recipient exercises its commercially reasonable efforts to preserve the confidentiality of the Confidential Information and the Discussion Information, including, without limitation, by cooperating with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information and the Discussion Information by such tribunal.\n(5) Termination of Discussions. Following termination of discussions regarding a Possible Transaction, upon the request (which request shall be made within a reasonable time after such termination of discussions) of the Disclosing Party for any reason, Recipient will, at Recipient\u2019s option, either deliver to the Disclosing Party or destroy (which destruction shall be certified in writing by an officer of Recipient) all Confidential Information furnished to Recipient or its Representatives by or on behalf of the Disclosing Party pursuant hereto and the portion of all other Confidential Information prepared by Recipient or its Representatives which contains Confidential Information furnished to Recipient or its Representatives by or on behalf of the Disclosing Party; provided, however, that Recipient and its Representatives (i) may each retain one copy of the Disclosing Party\u2019s Confidential Information for recordkeeping purposes and for the purposes of defending its rights and obligations hereunder and (ii) will not be required to return or destroy any computer or other electronic hardware or systems, to render any electronic data irrecoverable or to disable or otherwise modify any existing electronic data backup procedures. Notwithstanding the return or destruction of the Confidential Information, Recipient and its Representatives will continue to be bound by the obligations of confidentiality and other obligations hereunder.\n(6) No Representation of Accuracy. Recipient understands and acknowledges that neither the Disclosing Party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. Recipient agrees that neither the Disclosing Party nor any of its Representatives shall have any liability to Recipient or to any of its Representatives relating to or resulting from the use of the Confidential Information or any errors therein or omissions therefrom. Only those representations or warranties that are made in a final definitive agreement regarding any transactions contemplated hereby, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.\n(7) Definitive Agreements. Both parties understand and agree that no contract or agreement providing for any Possible Transaction shall be deemed to exist between Nuance and the Company unless and until a final definitive agreement has been executed and delivered. Both parties also agree that unless and until a final definitive agreement regarding a Possible Transaction has been executed and delivered, neither the Company nor Nuance will be under any legal obligation of any kind whatsoever with respect to such a Possible Transaction by virtue of this Agreement except for the matters specifically agreed to herein. Each party reserves the right, in its sole discretion, to reject any and all proposals made by the other or any of its Representatives with regard to a Possible Transaction, and to terminate discussions and negotiations at any time.\n(8) Term. The Term of this Agreement commences on the date first set forth above and extends for a period of three (3) years thereafter unless otherwise agreed upon in writing.\n(9) No Waiver. It is understood and agreed that no failure or delay by the Disclosing Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\n(10) Injunctive Relief. It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement by the Recipient or any of its Representatives and that the Disclosing Party shall be entitled to equitable relief, including an injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by the Recipient of this Agreement but shall be in addition to all other remedies available at law or equity to the Disclosing Party.\n(11) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts applicable to agreements made and to be performed entirely within Massachusetts.\n(12) No Modification. This Agreement may not be modified or discharged in whole or in part except by an agreement in writing signed by both parties.\n(13) No Assignment. This Agreement may not be assigned or transferred by either party without the prior written consent of the other party, except in the case of a sale of all or substantially all of the assets, stock or business of such party.\n(14) Entire Agreement. This Agreement sets forth the entire Agreement and understanding between the parties and supersedes all prior agreements and understandings between them, whether written or oral, relating to the subject matter of this Agreement.\n(15) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.\nPlease confirm agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between Nuance and the Company.\nVery truly yours,\nNUANCE COMMUNICATIONS, INC.\nBy: /s/ Fred Heller\n Name: Fred Heller\n Title: VP Corporate Development\nAccepted and agreed to as of the date first written above:\nTRANSCEND SERVICES, INC.\nBy: /s/ Lance Cornell\n Name: Lance Cornell\n Title: Chief Financial Officer\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 40 ], [ 41, 54 ], [ 55, 73 ], [ 74, 98 ], [ 99, 131 ], [ 132, 149 ], [ 150, 161 ], [ 162, 635 ], [ 635, 1053 ], [ 1053, 1363 ], [ 1364, 1394 ], [ 1394, 1640 ], [ 1640, 1711 ], [ 1711, 1839 ], [ 1839, 2221 ], [ 2221, 2274 ], [ 2274, 2639 ], [ 2640, 2677 ], [ 2677, 2836 ], [ 2836, 3060 ], [ 3060, 3190 ], [ 3190, 3523 ], [ 3523, 3654 ], [ 3655, 3929 ], [ 3929, 4146 ], [ 4146, 4420 ], [ 4420, 4642 ], [ 4643, 4663 ], [ 4663, 5439 ], [ 5439, 5587 ], [ 5588, 5613 ], [ 5613, 6187 ], [ 6187, 7218 ], [ 7219, 7251 ], [ 7251, 8053 ], [ 8053, 8235 ], [ 8235, 8462 ], [ 8462, 8667 ], [ 8668, 8703 ], [ 8703, 8933 ], [ 8933, 9202 ], [ 9202, 9468 ], [ 9469, 9496 ], [ 9496, 9734 ], [ 9734, 10090 ], [ 10090, 10322 ], [ 10323, 10499 ], [ 10500, 10515 ], [ 10515, 10841 ], [ 10842, 10866 ], [ 10866, 11186 ], [ 11186, 11395 ], [ 11396, 11416 ], [ 11416, 11611 ], [ 11612, 11634 ], [ 11634, 11760 ], [ 11761, 11781 ], [ 11781, 12005 ], [ 12006, 12029 ], [ 12029, 12257 ], [ 12258, 12277 ], [ 12277, 12449 ], [ 12450, 12655 ], [ 12656, 12673 ], [ 12674, 12701 ], [ 12702, 12721 ], [ 12722, 12723 ], [ 12723, 12740 ], [ 12741, 12742 ], [ 12742, 12773 ], [ 12774, 12832 ], [ 12833, 12857 ], [ 12858, 12879 ], [ 12880, 12881 ], [ 12881, 12887 ], [ 12887, 12900 ], [ 12901, 12902 ], [ 12902, 12932 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 30 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 9 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 39 ] }, "nda-12": { "choice": "Entailment", "spans": [ 14, 17, 26, 27 ] }, "nda-20": { "choice": "Entailment", "spans": [ 36, 37, 38 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 11, 21, 23 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 33 ] }, "nda-13": { "choice": "Entailment", "spans": [ 14, 18, 26, 27 ] }, "nda-5": { "choice": "Entailment", "spans": [ 11, 21, 23 ] }, "nda-4": { "choice": "Entailment", "spans": [ 20, 30 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0000858452/000119312512123549/d317599dex99d3.htm" }, { "id": 529, "file_name": "863895_0001144204-05-038795_v030731_ex10-2.htm", "text": "NON-DISCLOSURE AGREEMENT\nThe Parties acknowledge that each owns certain CONFIDENTIAL INFORMATION, as defined herein, which might relate to the inventions, conceptions, ideas, know-how, discoveries, processes, machines, manufactures, compositions of matter, formulations, processes, biological material, biological methods, or any improvements thereof, whether or not patentable or suitable for other form of exclusive right or legal protection, conceived, made or derived during the course of Work within the Project under this JRA; and\nThe Parties are willing to disclose to each other such necessary CONFIDENTIAL INFORMATION provided each Party preserves the confidential nature of the other Party's INFORMATION and uses it solely for purposes of this Agreement.\nThe Parties agree as follows:\n1. \"CONFIDENTIAL INFORMATION\" as used in this Agreement means all technical or business information disclosed by one of the Parties to another pursuant to the JRA that is identified at the time of disclosure or within thirty (30) days thereafter as being confidential and proprietary. No information will be regarded as CONFIDENTIAL INFORMATION if the Party to which it is disclosed can show by competent proof that such information\n(a) was at the time of disclosure, or subsequently became, through no fault of the receiving Party, known to the general public through publication or otherwise; or\n(b) was, subsequent to disclosure to a Party, lawfully and independently received by that Party from a third party who had the right to disclose it without restriction.\nSpecific aspects or details of CONFIDENTIAL INFORMATION shall not be deemed to be within the public domain or in the possession of a Party merely because the CONFIDENTIAL INFORMATION is embraced by general disclosures in the public domain or in the possession of a Party. In addition, any combination of CONFIDENTIAL INFORMATION shall not be considered in the public domain or in the possession of a Party merely because individual elements thereof are in the public domain or in the possession of that Party unless the combination and its principles are in the public domain or in the possession of that Party.\n2. Any Party, at its discretion, may disclose to another Party any CONFIDENTIAL INFORMATION that the disclosing Party, in its reasonable judgment, believes is sufficient to enable the receiving Party to arrive at conceptions, ideas, innovations, discoveries, inventions, compositions, biological material, biological methods, whether or not patentable or susceptible to any other form of legal protection, during performance Under the IRA. Any Party may also cause such disclosures to be made to the other Party on behalf of the disclosing Party by third parties who are Under obligations of confidentiality to the disclosing Party; such disclosures from third parties shall be deemed to be disclosures by the disclosing Party.\n3. In consideration of each and every disclosure of CONFIDENTIAL INFORMATION, the Parties agree to:\n(a) treat as confidential and to preserve the confidentiality of all CONFIDENTIAL INFORMATION;\n(b) use any and all CONFIDENTIAL INFORMATION solely in connection with the performance of the IRA and for no other purpose;\n(c) make no disclosures of any CONFIDENTIAL INFORMATION to any party other than officers and employees of a Party to this IRA;\n(d) limit access to CONFIDENTIAL INFORMATION to those officers and employees having a reasonable need for such INFORMATION and being boUnd by a written obligation to maintain the confidentiality of such INFORMATION; and\n(e) maintain in confidence any information regarding the nature or scope of any transaction between the Parties, except to the extent such information must be disclosed pursuant to law, and then only after notifying the other Party of such requirement.\nAny obligation imposed by this paragraph 3 may be waived in writing by a Party as to particular CONFIDENTIAL INFORMATION and to a particular use or disclosure. Any such waiver will have a one-time effect and will not apply to any subsequent situation regardless of its similarity.\n4. All CONFIDENTIAL INFORMATION will remain the property of the disclosing Party and, upon request of the disclosing Party, the receiving Party shall promptly return to the disclosing Party all CONFIDENTIAL INFORMATION, or any part or reproduction thereof.\n5. The obligations of each and every Party, and each employee and officer of each Party Under this Agreement will expire five (5) years from the termination of the JRA.\n6. This Agreement is subject to the laws (excluding conflicts rules) of the State of New York.\n7. The terms and provisions of this Agreement will inure to the benefit of the Parties, their respective successors and assigns and will be binding on said successors and assigns. This paragraph notwithstanding, neither Party may disclose any CONFIDENTIAL INFORMATION to any successor or assign absent prior written consent of the disclosing Party.\n8. The Parties understand and agree that no right or license under any patent, patent application, or know-how is granted to any other Party or any other person by this Agreement or by any disclosure of any CONFIDENTIAL INFORMATION.\nIN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.\nFor: NANOLUTION, LLC For: NATURALNANO INC.\nBy: By:\nName: John Lanzafame Name: Michael Riedlinger\nTitle: President Title: President\n", "spans": [ [ 0, 24 ], [ 25, 536 ], [ 537, 764 ], [ 765, 794 ], [ 795, 1080 ], [ 1080, 1227 ], [ 1228, 1392 ], [ 1393, 1561 ], [ 1562, 1834 ], [ 1834, 2173 ], [ 2174, 2614 ], [ 2614, 2901 ], [ 2902, 3001 ], [ 3002, 3096 ], [ 3097, 3220 ], [ 3221, 3347 ], [ 3348, 3567 ], [ 3568, 3820 ], [ 3821, 3981 ], [ 3981, 4101 ], [ 4102, 4134 ], [ 4134, 4358 ], [ 4359, 4527 ], [ 4528, 4622 ], [ 4623, 4803 ], [ 4803, 4971 ], [ 4972, 5204 ], [ 5205, 5298 ], [ 5299, 5341 ], [ 5342, 5349 ], [ 5350, 5395 ], [ 5396, 5429 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 20, 21, 26 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 1, 4 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 20, 21 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 12, 15, 16 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 12, 17 ] }, "nda-13": { "choice": "Entailment", "spans": [ 5, 7, 12 ] }, "nda-5": { "choice": "Entailment", "spans": [ 12, 15, 16 ] }, "nda-4": { "choice": "Entailment", "spans": [ 12, 14 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0000863895/000114420405038795/v030731_ex10-2.htm" }, { "id": 530, "file_name": "865415_0001047469-15-007494_a2226057zex-99_d4.htm", "text": "Exhibit (d)(4)\nADEPT TECHNOLOGY, INC.\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis MUTUAL NONDISCLOSURE AGREEMENT (this \u201cAgreement\u201d) is made and entered into as of November 7, 2014 (the \u201cEffective Date\u201d) by and between the Adept Technology, Inc. (\u201cAdept\u201d), a Delaware corporation, having its principal office at, located at 5960 Inglewood Drive, Pleasanton, CA 94588, and Omron Electronics LLC (\u201cCompany\u201d), a Delaware limited liability company, having its principal office at 2895 Greenspoint Parkway, Hoffman Estates, Illinois 60169. The parties wish to enter into discussions for and/or evaluate a prospective business agreement or transaction. Such discussions and evaluations, and any subsequent business transactions between the parties, are the \u201cPurpose\u201d. The parties hereby agree as follows:\n1. As used herein, \u201cConfidential Information\u201d shall mean any and all technical and non-technical information, including technical data, trade secrets. know how, processes, developments, techniques, methodologies, algorithms, software programs (including source code), designs, drawings, formulas or test data relating to any project or services, service offerings, any financial, marketing, operational, legal, personnel, customer, potential customer, partner, potential partner, supply, strategic and business information and documentation, in all cases whether in tangible or intangible form and including information learned by observation during visits and/or demonstrations, provided by either party to the other that is marked or identified orally or in writing as confidential or that would be reasonably understood based on the facts and circumstances that would be understood by a reasonable person in the same situation to be confidential.\n2. Notwithstanding Section 1, the term \u201cConfidential Information\u201d shall not include information or documentation that the receiving party can show: (a) was already known to the receiving party prior to the disclosure of such information or documentation; (b) is disclosed to the receiving party without obligation of confidentiality by a third party who has the right to make such disclosure; (c) is or becomes publicly-known through no fault of the receiving party; or (d) is independently developed by the receiving party without use of the Confidential Information.\n3. Each party agrees that it will hold in strict confidence and not disclose to any third party Confidential Information of the other, except as approved in writing by the other party to this Agreement. Notwithstanding the foregoing, Company is permitted to disclose Confidential Information of Adept to personnel of Omron Corporation and Omron Management Center of America, Inc., provided that Company ensures compliance by such companies and persons with the terms and conditions hereof and Company remains responsible for any non-compliance. Each party will use the Confidential Information for no purpose other than for the Purpose. Each party will only disclose such information based on the Purpose to its professional advisors, employees and independent contractors who have a \u201cneed to know\u201d such information, who are informed that the information is confidential and who are under obligations of confidentiality at least as stringent as those set forth herein. In all cases, the party receiving information shall be responsible for compliance with this Agreement with regard to itself and any persons within this Section or otherwise to whom disclosure is made by it. The party to whom Confidential Information was disclosed shall not be in violation of this Section 3 for a disclosure that was in response to a valid order by a court or other governmental body, or that is used for the bona fide defense or pursuit of legal action based on the written advice of counsel, provided that in such a case or cases the party obligated to make such disclosure provides the other party with reasonable prior written notice of such disclosure in order to permit the other party to seek to limit the disclosure and/or seek confidential treatment of such information.\n4. Upon the written request of the other party, each party shall promptly return to the other (or destroy if destruction is requested and provide written certification of destruction) all documents and other tangible and intangible materials representing the other\u2019s Confidential Information and all copies thereof.\n5. The parties recognize and agree that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information of the other party disclosed pursuant to this Agreement, or to any invention or any trade secret, patent, copyright, trademark, or other intellectual property right associated with such Confidential Information. Neither party shall use, copy, display, post, or prepare derivative works of or improvements to the Confidential Information, other than for the Purpose, or make, have made, use or sell for any purpose any product, service or other item incorporating or derived from any Confidential Information of the other party.\n6. Confidential Information shall not be reproduced in any form except as reasonably required for the Purpose. Any reproduction of any Confidential Information of the other party by either party shall remain the property of the disclosing party and shall contain any and all confidential or proprietary notices or legends which appear on the original, unless otherwise authorized in writing by the other party.\n7. This Agreement shall continue in full force and effect for so long as the parties continue to exchange Confidential Information. This Agreement may be terminated by either party at any time upon thirty (30) days written notice to the other party, however its terms shall survive the termination of this Agreement for a period of five (5) years from the date of such termination.\n8. Each party recognizes that the disclosure of the other party\u2019s Confidential Information may give rise to irreparable injury and acknowledges that remedies other than injunctive relief will not be adequate. Accordingly, each party shall have the right to seek equitable and injunctive relief (without the need to post a bond or other security) to prevent the unauthorized disclosure of its Confidential Information, as well as such damages or other relief as may be available in law or equity for any unauthorized use or disclosure of such information.\n9. Nothing contained in this Agreement shall entitle a party to rely on the other or its advisors, or require a party to enter into any agreement or transaction, or preclude a party from entering into any agreement or transaction or pursuing its lines of business, or obligate either party to the other party in any other way, except as expressly provided in this Agreement or in any other written agreement existing or entered into by the parties hereafter. Nothing contained in this Agreement shall compel either party to furnish information to the other party or to negotiate any transaction.\n10. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such enforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.\n11. No delay or omission by a party to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by either party of any breach or covenant shall not be construed to be a waiver of any succeeding breach or any other covenant.\n12. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given to the party to be notified: (a) upon personal delivery to the party; (b) one (1) business day following deposit for delivery to the party for delivery within the United States with a nationally recognized overnight courier; (c) for delivery to the party via registered or certified mail, three\n(3) business days after deposit with the U.S. Post Office for mailing or (d) upon confirmation of facsimile transmission, at the time noted on such confirmation sheet to the party. In all cases, notice shall be made to the party at the location specified on the signature page of this Agreement. Each of the parties to this Agreement may change the location for notice by giving notice to the other party in accordance with the notice provisions contained in this paragraph.\n13. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California, U.S.A. without reference to conflict of law principles. Any disputes under this Agreement may be brought in the state courts or the Federal courts located in Alameda County, and the parties hereby consent to the exclusive subject matter personal jurisdiction and venue of these courts. This Agreement may not be amended except in writing signed by both parties hereto.\n14. Neither party shall knowingly communicate any information to the other in violation of the rights of any third party.\n15. Neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, this Agreement shall be binding on each party\u2019s lawful successors and assigns.\n16. The prevailing party, or if there is not one, the substantially prevailing party, in any action to enforce this Agreement shall be entitled to attorneys fees and costs in addition to any other available relief.\n17. No amendment to, or change, waiver or discharge of, any provision of this Agreement shall be valid unless in writing and signed by an authorized representative of each party. This Agreement represents the entire agreement between the parties with respect to its subject matter and there are no other representations, understandings or agreements between the parties relative to such subject matter, except for any confidentiality or non-disclosure obligations that may be set forth in other written agreements signed by all parties thereto (\u201cother NDAs\u201d). In the event of an apparent conflict between or among provisions of this Agreement and provisions of other NDAs between the parties, such provisions shall be read in a mutually consistent way, or if no such reading is reasonably possible, the provisions most protective of Confidential Information shall take precedence over conflicting or less protective provisions. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the parties.\n18. The parties represent and acknowledge that Confidential Information may include material nonpublic information of the other party. The parties agree as recipients of such material nonpublic information, and agree to require any authorized recipient of such material nonpublic information, to not trade directly or indirectly in the other party\u2019s securities while in possession of such material nonpublic information of the other party.\nIN WITNESS WHEREOF, the parties hereto have caused this Mutual Non-Disclosure Agreement to be executed as of the Effective Date.\nAGREED TO: AGREED TO:\nADEPT TECHNOLOGY, INC. OMRON ELECTRONICS LLC\n/s/ Rob Cain /s/ Nigel Blakeway\nSIGNATURE SIGNATURE\nRob Cain Nigel Blakeway\nPRINT NAME PRINT NAME\nPresident and Chief Executive Officer Chief Executive Officer\nTITLE TITLE\nAddress: 5960 Inglewood Drive Address: 2895 Greenspoint Parkway\nPleasanton, CA 94588 Hoffman Estates, Illinois 60169\nPhone: 925.245.3400 Phone:\nFax: 925.243.3510 Fax:\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 37 ], [ 38, 69 ], [ 70, 527 ], [ 527, 639 ], [ 639, 754 ], [ 754, 790 ], [ 791, 942 ], [ 942, 1740 ], [ 1741, 1889 ], [ 1889, 1996 ], [ 1996, 2134 ], [ 2134, 2211 ], [ 2211, 2309 ], [ 2310, 2513 ], [ 2513, 2855 ], [ 2855, 2947 ], [ 2947, 3279 ], [ 3279, 3486 ], [ 3486, 4075 ], [ 4076, 4391 ], [ 4392, 4789 ], [ 4789, 5104 ], [ 5105, 5216 ], [ 5216, 5515 ], [ 5516, 5648 ], [ 5648, 5897 ], [ 5898, 6107 ], [ 6107, 6452 ], [ 6453, 6912 ], [ 6912, 7048 ], [ 7049, 7469 ], [ 7470, 7630 ], [ 7630, 7766 ], [ 7767, 7907 ], [ 7907, 7948 ], [ 7948, 8103 ], [ 8103, 8172 ], [ 8173, 8246 ], [ 8246, 8354 ], [ 8354, 8469 ], [ 8469, 8647 ], [ 8648, 8823 ], [ 8823, 9053 ], [ 9053, 9135 ], [ 9136, 9257 ], [ 9258, 9401 ], [ 9401, 9510 ], [ 9511, 9725 ], [ 9726, 9905 ], [ 9905, 10286 ], [ 10286, 10654 ], [ 10654, 10849 ], [ 10850, 10985 ], [ 10985, 11289 ], [ 11290, 11418 ], [ 11419, 11440 ], [ 11441, 11464 ], [ 11464, 11485 ], [ 11486, 11517 ], [ 11518, 11537 ], [ 11538, 11561 ], [ 11562, 11583 ], [ 11584, 11645 ], [ 11646, 11657 ], [ 11658, 11721 ], [ 11722, 11774 ], [ 11775, 11795 ], [ 11795, 11801 ], [ 11802, 11824 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 22 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 8, 9 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 8, 9 ] }, "nda-19": { "choice": "Entailment", "spans": [ 27 ] }, "nda-12": { "choice": "Entailment", "spans": [ 10, 14 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 21 ] }, "nda-3": { "choice": "Entailment", "spans": [ 8, 9 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 18 ] }, "nda-17": { "choice": "Entailment", "spans": [ 23, 24 ] }, "nda-8": { "choice": "Entailment", "spans": [ 20 ] }, "nda-13": { "choice": "Entailment", "spans": [ 10, 12 ] }, "nda-5": { "choice": "Entailment", "spans": [ 16, 18 ] }, "nda-4": { "choice": "Entailment", "spans": [ 17 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0000865415/000104746915007494/a2226057zex-99_d4.htm" }, { "id": 531, "file_name": "874265_0001193125-05-138436_dex99d1.htm", "text": "Non-Disclosure Agreement\nJuly 1, 2005\nOmnicare, Inc.\nNectarine Acquisition Corp.\n100 East RiverCenter Boulevard\nCovington, Kentucky 41011\nAttn: Joel F. Gemunder, President and Chief Executive Officer\nDear Mr. Gemunder:\nIn connection with your consideration of a possible business combination transaction involving all or substantially all (a \u201cPossible Transaction\u201d) of the outstanding common stock of NeighborCare, Inc. (collectively with its businesses, subsidiaries and divisions, the \u201cCompany\u201d), the Company is prepared to make available to you certain information concerning the business, financial condition, operations, assets and liabilities of the Company. In connection with the Possible Transaction, which may involve stock or other securities issued by you, you are prepared to make available to the Company certain information concerning you and your business, financial condition, operations, assets and liabilities. The party disclosing information shall be referred to herein as the \u201cDisclosing Party\u201d and the party receiving information shall be referred to as the \u201cReceiving Party.\u201d\nAs a condition to each Receiving Party and their Representatives (as defined below) being furnished with such information, the Receiving Party agrees to treat any information concerning the Disclosing Party (whether prepared by the Disclosing Party, its Representatives or otherwise and irrespective of the form of communication) which is furnished to the Receiving Party or its Representatives now or in the future by or on behalf of the Disclosing Party (collectively, the \u201cEvaluation Material\u201d) and Discussion Information (as defined below) confidential in accordance with the provisions of this letter agreement, and to take or refrain from taking certain other actions as hereinafter set forth. As used in this letter agreement, a party\u2019s \u201cRepresentatives\u201d shall include the directors, officers, employees, agents, affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended (the \u201c1934 Act\u201d)), partners, advisors or representatives of such party and those of its subsidiaries, affiliates and/or divisions (including, without limitation, attorneys, accountants, consultants, bankers, financial advisors and any Representatives of the Receiving Party\u2019s advisors).\nThe term \u201cEvaluation Material\u201d shall be deemed to include any notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by the Receiving Party or its Representatives that derive from, contain, reflect or are based upon, in whole or in part, the information furnished to the Receiving Party or its Representatives pursuant hereto.\nThe term \u201cEvaluation Material\u201d shall also be deemed to include any oral, written or visual information obtained by meeting Representatives of the Disclosing Party or touring any of its facilities. The term \u201cEvaluation Material\u201d does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives, (ii) was within your possession prior to its being furnished to you by or on behalf of the Company; provided that the source of such information was not known to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information, (iii) was developed independently by the Receiving Party without use, directly or indirectly, of any Evaluation Material or (iv) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its Representatives, provided that such source was not known to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information.\nExcept as otherwise permitted hereunder, the Receiving Party hereby agrees that the Receiving Party and its Representatives shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and for no other purpose, that the Evaluation Material and the Discussion Information (as defined below) will be kept confidential and that the Receiving Party and its Representatives will not disclose any of the Evaluation Material or the Discussion Information in any manner whatsoever; provided, however, that (i) the Receiving Party may make any disclosure of the Evaluation Material or the Discussion Information to which the Disclosing Party gives its prior written consent, and (ii) the Receiving Party may make any disclosure of the Evaluation Material or the Discussion Information to such of its Representatives who need to know such information for the purpose of assisting the Receiving Party in its evaluation of a Possible Transaction, are provided with a copy of this letter agreement, agree to keep the Evaluation Material and the Discussion Information confidential and agree to be bound by the terms of this letter agreement to the same extent as if they were parties hereto. In any event, the Receiving Party agrees to undertake reasonable precautions to safeguard and protect the confidentiality of the Evaluation Material and the Discussion Information, the Receiving Party hereby accepts responsibility for any breach of this letter agreement by any of its Representatives (it being understood that such responsibility shall be in addition to and not by way of limitation of any right or remedy that the Company may have against such Representatives), and the Receiving Party agrees at its sole expense to take all reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material and the Discussion Information. The Receiving Party understands that some Evaluation Material relating to customers and customer contracts may, and Evaluation Material related to product pricing shall, if provided, be designated for review solely by the Receiving Party\u2019s outside advisors or by those of the Receiving Party\u2019s employees whose responsibilities do not include contacting customers or potential customers of the Receiving Party\u2019s institutional pharmacy business or in the determination of product pricing for the Receiving Party\u2019s institutional pharmacy business, and the Receiving Party agrees to, and to cause its Representatives to, abide by such designation.\nIn addition, the Receiving Party agrees that, without the prior written consent of the Disclosing Party, the Receiving Party and its Representatives will not disclose to any other person the fact that the Evaluation Material has been made available to the Receiving Party and its Representatives, that discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect thereto, including the status thereof and the identity of the parties thereto (collectively, the \u201cDiscussion Information\u201d); provided that, in the event the Receiving Party becomes obligated to make public disclosure of Discussion Information pursuant to its obligations under 1934 Act or any other applicable law, rule or regulation, the Receiving Party shall, except as otherwise consented to by the Disclosing Party, limit such disclosure to the minimum disclosure so required and, without limiting the foregoing, to the extent the Receiving Party has any discretion with respect thereto, the Receiving Party shall not disclose any possible terms or of any possible transaction involving the Disclosing Party. The term \u201cperson\u201d as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. In the event that the Receiving Party or any of its Representatives are requested or required (either by law, rule, regulation, or other applicable judicial or governmental order or by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or Discussion Information, the Receiving Party shall provide the Disclosing Party with prompt written notice of any such request or requirement so that the Disclosing Party may in its sole discretion and expense seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Disclosing Party, the Receiving Party or any of its Representatives are nonetheless, in the opinion of outside counsel, legally compelled to disclose Evaluation Material or Discussion Information to any tribunal, the Receiving Party or its Representatives may, without liability hereunder, disclose to such tribunal only that portion of the Evaluation Material or Discussion Information which such counsel advises the Receiving Party is legally required to be disclosed, provided that the Receiving Party uses reasonable efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Evaluation Material and the Discussion Information by such tribunal at the Disclosing Party\u2019s expense.\nThe Receiving Party recognizes and acknowledges the competitive value of the Evaluation Material and the damage that could result to the Disclosing Party if the Evaluation Material were used or disclosed except as authorized by this letter.\nIn the event that either party decides not to proceed with a Possible Transaction, such party will promptly inform the Company of that decision. Upon the request of the Disclosing Party in its sole discretion and for any reason, the Receiving Party will as directed by the Disclosing Party promptly (and in no event later than five business days after the request therefor) deliver to the Disclosing Party or destroy all Evaluation Material and Discussion Information (and any copies thereof) and cause its Representatives to do the same and the Receiving Party shall provide the Disclosing Party with written confirmation of destruction; provided that outside counsel to the Receiving Party may retain one copy of the Evaluation Material in confidential restricted access files for use only in the event a dispute arises between the parties hereunder and only if reasonably related to such dispute. Notwithstanding the return or destruction of the Evaluation Material and Discussion Information, the Receiving Party and its Representatives will continue to be bound by their obligations of confidentiality and other obligations hereunder.\nThe Receiving Party understands, acknowledges and agrees that neither the Disclosing Party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material or the Discussion Information. The Receiving Party agrees that neither the Disclosing Party nor any of its Representatives shall have any liability to the Receiving Party or to any of its Representatives relating to or resulting from the use of the Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding any transactions contemplated hereby, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.\nIn consideration of the Evaluation Material being furnished to the Receiving Party, the Receiving Party hereby agrees that, for a period of one year from the date hereof, neither the Receiving Party nor any of its Representatives will solicit to employ (i) any of the officers of the Disclosing Party or (ii) any of the employees of the Disclosing Party with whom the Receiving Party has contact or who are specifically identified to the Receiving Party by the Disclosing party or any of its Representatives for purposes hereof during the period of the Receiving Party\u2019s investigation of the Disclosing Party, in either case without obtaining the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may engage in general solicitations for employees in the ordinary course of business and consistent with past practice and that the Receiving Party may solicit or employ any employee of the Disclosing Party six months after such party\u2019s employment has been terminated by the Disclosing Party.\nThe Receiving Party acknowledges and agrees that it is aware (and that its Representatives are aware or, prior to receipt of any Evaluation Material or Discussion Information, will be advised by the Receiving Party) of the restrictions imposed by the United States federal securities laws on a person possessing material non-public information about a public company and that the Receiving Party and its Representatives will comply with such laws.\nSubject to the following paragraph, you agree that, for a period of one year from the date of this letter agreement, unless specifically invited in writing by the Company, neither you nor any of your Representatives will in any manner, directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or participate in, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof), or any assets, indebtedness or businesses of the Company or any of its subsidiaries; provided that this paragraph shall not restrict your Representatives or any benefit plan that is maintained for your or your Representatives\u2019 employees from acquiring up to an aggregate of two percent (2%) of the outstanding common stock of the Company solely for investment purposes or restrict you or your Representatives from acquiring assets from the Company or any of its subsidiaries in the ordinary course of business so long as, in either such case, such acquisition is not related to or in furtherance of any other activities by any other person that is restricted by any other provision of this paragraph, (ii) any tender offer or exchange offer, merger or other business combination involving the Company, any of the subsidiaries or assets of the Company or the subsidiaries constituting a significant portion of the consolidated assets of the Company and its subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries, or (iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company, including soliciting consents or taking other action with respect to the calling of a special meeting of the Company\u2019s shareholders; (b) form, join or in any way participate in a \u201cgroup\u201d (as defined under the 1934 Act) with respect to the Company; or (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board of Directors or policies of the Company or to obtain representation on the Board of Directors of the Company. You also agree during such period not to request the Company or any of its Representatives, directly or indirectly, to amend or waive any provision of this paragraph (including this sentence).\nThe preceding paragraph notwithstanding, (1) you will not be deemed to be in breach of either of clause (a)(i) or (a)(ii) of the preceding paragraph by virtue of the maintenance, amendment and/or extension by you or your affiliates of the Offer made by and referred to in the Supplement to the Offer to Purchase (the \u201cSupplement\u201d) filed as an exhibit to Amendment No. 28 to the Tender Offer Statement on Schedule TO filed by you and Nectarine Acquisition Corp. with the Securities and Exchange Commission on June 16, 2005) or the announcement, commencement or maintenance by you or your affiliates of a new acquisition offer, whether by way of a tender or exchange offer, merger or otherwise (a \u201cNew Offer\u201d); provided that the terms of the Offer or the New Offer (including any extension or amendment thereof) shall in no event (A) provide for a per share consideration that is less than the Offer price in effect on the date of this letter agreement or (B) otherwise contain terms and conditions that are less favorable in any material respect to the Company\u2019s shareholders than the terms and conditions set forth in the Supplement (an Offer or New Offer made and/or maintained in good faith and meeting the terms of this proviso, a \u201cStatus Quo Offer\u201d); (2) you will not be deemed to be in breach of any other provision of the preceding paragraph by virtue of the taking of any action otherwise prohibited by such provisions so long as any such action is taken during the time that such Status Quo Offer is pending and open; and (3) (A) if the Company has entered into or enters into any confidentiality agreement in connection with providing any Evaluation Material to any other person, and such other confidentiality agreement (including any amendments thereto) either (i) does not contain a standstill provision or (ii) contains less restrictive provisions than those specified in the immediately preceding paragraph, then the provisions of the immediately preceding paragraph shall be deemed to be automatically modified without further action by either party so that the provisions set forth in the immediately preceding paragraph are no less favorable to you than those applicable to such third party and (B) if the Company enters into a binding agreement with another person for a merger or business combination transaction as a result of which the Company\u2019s shareholders immediately prior to such transaction would own less than a majority of the voting securities of the combined company following such acquisition or business combination, then the restrictions on you set forth in the immediately preceding paragraph shall be deemed to automatically terminate without further action by either party. During the course of the Receiving Party\u2019s evaluation, all inquiries and other communications are to be made directly to the financial advisors for the Disclosing Party or employees or representatives of the Disclosing Party specified by the Disclosing Party. Accordingly, the Receiving Party agrees not to directly or indirectly contact or communicate with any officer, director, employee, agent, customer or creditor of the Disclosing Party concerning a Possible Transaction, or to seek any information in connection therewith from such person, without the prior consent of the Disclosing Party.\nEach party understands and agrees that no contract or agreement providing for any Possible Transaction shall be deemed to exist between the parties unless and until a final definitive agreement has been executed and delivered. Each party also agrees that unless and until a final definitive agreement regarding a Possible Transaction has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to such a Possible Transaction by virtue of this letter agreement except for the matters specifically agreed to herein. Each party further acknowledges and agrees that each party reserves the right, in its sole discretion, to reject any and all proposals made by the other party or any of its Representatives with regard to a Possible Transaction, and to terminate discussions and negotiations with the other party at any time and that the Company is under no obligation to engage in any Possible Transaction of any nature with you. It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\nIt is further understood and agreed that money damages would not be a sufficient remedy for any breach of this letter agreement by the Receiving Party or any of its Representatives and that the Disclosing Party shall be entitled to equitable relief, including, without limitation, injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by the Receiving Party of this letter agreement but shall be in addition to all other remedies available at law or equity to the Disclosing Party. The Receiving Party further agrees not to raise as a defense or objection to the request or granting of such relief that any breach of this agreement is or would be compensable by an award of money damages and agree to waive any requirements for the securing or posting of any bond in connection with such remedy.\nThis letter agreement is for the benefit of the Disclosing Party (and its respective subsidiaries and affiliates), and shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within the State of New York. Each party also hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of New York for any actions, suits or proceedings arising out of or relating to this agreement and the transactions contemplated hereby (and each party agrees not to commence any action, suit or proceeding relating thereto except in such courts, and further agrees that service of any process, summons, notice or document by U.S. registered mail to such party\u2019s address set forth above shall be effective service of process for any action, suit or proceeding brought against the party in any such court). Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this agreement or the transactions contemplated hereby in the courts of the State of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.\nThis letter agreement contains the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, arrangements and discussions between the parties regarding such subject matter.\nNo provision in this agreement can be waived or amended except by written consent of each of the parties, which consent shall specifically refer to this paragraph (or such provision) and explicitly make such waiver or amendment.\nThis letter agreement may be signed by facsimile and in one or more counterparts, each of which shall be deemed an original but all of which shall be deemed to constitute a single instrument.\nPlease confirm your agreement with the foregoing by having a duly authorized officer of your organization sign and return one copy of this letter to the undersigned, whereupon this letter agreement shall become a binding agreement between you and the Company.\nVery truly yours,\nNEIGHBORCARE, INC.\nBy: /S/ JOHN J. ARLOTTA\nName: John J. Arlotta Title: Chairman, President and Chief Executive Officer\nCONFIRMED AND AGREED\nas of the date written above:\nOMNICARE, INC.\nNECTARINE ACQUISITION CORP.\nBy: /S/ CHERYL D. HODGES\nName: Cheryl D. 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Such a Transaction could include a possible purchase of all or a portion of the stock, assets or business of the Company, or any related transactions as may be mutually agreed to between you and the Company (each, a \u201cTransaction\u201d). In connection with your consideration of any possible Transaction, the Company is prepared to furnish you with certain \u201cEvaluation Material\u201d (as defined in Appendix A hereto) in accordance with the provisions of this agreement (the \u201cConfidentiality Agreement\u201d).\n1. Use of Evaluation Material.\nYou and each individual or entity you provide access to the Evaluation Material agree: (a) to use the Evaluation Material solely for the purpose of determining whether you wish to enter into any possible Transaction and the terms thereof, and (b) subject to the section captioned \u201cLegally Required Disclosure\u201d below, to keep the Evaluation Material strictly confidential, and not to disclose or use any of the Evaluation Material in any manner inconsistent with this Confidentiality Agreement; provided, however, that any of such information may be disclosed to your Affiliates (as defined in Appendix A hereto) and the Representatives (as defined in Appendix A hereto) who need to know such information for the sole purpose of helping you evaluate a possible Transaction. You agree to be responsible for any breach of this Confidentiality Agreement by any of your Affiliates and the Representatives.\n2. Non-Disclosure of Discussions.\nSubject to the section captioned \u201cLegally Required Disclosure\u201d below, you agree that you will not, and you will cause your Affiliates and the Representatives not to disclose to any other Person (as defined in Appendix A hereto): (a) that Evaluation Material has been provided to you or any Permitted Co-bidder (as defined in Appendix A hereto) or that you or any Permitted Co-bidder have received or inspected any portion of the Evaluation Material, (b) the existence or contents of this Confidentiality Agreement, (c) that discussions or negotiations concerning a possible Transaction are taking place or (d) any of the terms, conditions or other facts with respect thereto (including the status thereof), provided, however, that nothing contained herein shall be deemed to inhibit, impair or restrict you or the Representatives from having discussions or negotiations with other Persons relating to potential financing in connection with the possible Transaction so long as each of such Person agrees in writing to be bound by the terms of this Confidentiality Agreement pursuant to a joinder agreement in a form reasonably acceptable to the Company.\n3. Legally Required Disclosure.\nIf you or any of the Representatives are requested or required (in the opinion of your counsel) by order of court, legal proceedings, subpoena, civil investigative demand, a governmental agency, a stock exchange or other similar process to disclose any of the Evaluation Material or any of the facts, disclosure of which is prohibited under this Confidentiality Agreement, you will provide the Company with prompt written notice of any such requests or requirements together with copies of the material proposed to be disclosed so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Confidentiality Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, you or the Representatives are nonetheless legally compelled to disclose the Evaluation Material or any of the facts, disclosure of which is prohibited under this Confidentiality Agreement, or otherwise be liable for contempt or suffer other censure or penalty, you or the Representatives in question may, without liability hereunder, disclose to such requiring Person only that portion of such Evaluation Material or any such facts which you or the Representatives, on the advice of your counsel, are legally required to disclose, provided that you or the Representatives shall exercise reasonable efforts to preserve the privileged nature and confidentiality of such Evaluation Material or any of such facts, including, without limitation, by cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such Evaluation Material or such facts by the Person receiving the material.\n4. Representations and Warranties.\n(a) You hereby represent and warrant that you are not acting as a broker for or representative of any other Person in connection with the Transaction, and are considering the Transaction only for your own account. Except with the prior written consent of the Company, you agree that (a) you will not act as a joint bidder or co-bidder with any other Person with respect to the Transaction, other than Permitted Co-bidders, and (b) neither you nor any of the Representatives (acting on behalf of you or your Affiliates) will enter into any discussions, negotiations, agreements, arrangements or understandings (whether written or oral) with any other Person regarding the Transaction, other than the Company and its representatives.\n(b) You hereby represent and warrant that neither you nor any of your Affiliates or the Representatives is party to any agreement, arrangement or understanding (whether written or oral) that would restrict the ability of any other Person to provide financing (debt, equity or otherwise) to any other Person for the Transaction or any similar transaction, and you hereby agree that neither you nor any of your Affiliates or the Representatives will directly or indirectly restrict the ability of any other Person to provide any such financing.\n(c) Notwithstanding anything to the contrary contained herein, without the prior written consent of the Company, you agree that neither you, your Affiliates, nor any of your or the Representatives will disclose any Evaluation Material to any actual or potential sources of financing (debt, equity or otherwise), other than (a) bona fide third party institutional lenders who are or may be engaged to provide debt financing to you or your Affiliates or (b) Permitted Co-bidders.\n5. Return or Destruction of Evaluation Material.\nIf you decide that you do not wish to proceed with a possible Transaction, you will promptly inform the Company of this decision. In that case, or at any time upon the written request of the Company for any reason, you will, and will cause your Affiliates and the Representatives to, within ten (10) days after the request, destroy or return all Evaluation Material and no copy, extract, or other reproductions thereof (including electronic copies) shall be retained. No such termination will affect your obligations hereunder or those of the Representatives. If requested by the Company, you will, and will cause the Representatives to, provide written certification to the Company that all such material (including electronic copies) has been returned or destroyed in compliance with this Confidentiality Agreement. Notwithstanding the return or destruction of the Evaluation Material, you and the Representatives shall continue to be bound by their obligations of confidentiality and other obligations hereunder.\n6. No Solicitation.\nFor a period of one (1) year following the date of this Confidentiality Agreement, you will not, directly or indirectly, solicit for employment any officer, director, or employee of the Company or any of its subsidiaries or divisions in an executive or management level position or who is otherwise considered by the Company (in its sole discretion) to be a key employee, in each case, with whom you have had contact or became known to you in connection with your considerations of a Transaction, except that you shall not be deemed to be in violation of this provision as a result of any such employee who: (i) initiates discussions regarding such employment without any direct or indirect solicitation by you or (ii) responds to any public advertisement or search firm communications that are not directed specifically to any of the Persons described herein.\n7. Maintaining Privileges.\nIf any Evaluation Material (including Evaluation Material related to pending or threatened litigation) includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege, you understand and agree that you and the Company have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of each party to this Confidentiality Agreement that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material provided to you that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Confidentiality Agreement, and under the joint defense doctrine.\n8. Not a Transaction Agreement.\nYou understand and agree that no contract or agreement providing for a Transaction shall be deemed to exist between you and the Company unless and until you and the Company execute and deliver a final definitive agreement relating to a Transaction (a \u201cTransaction Agreement\u201d), and you hereby waive, in advance, any claims (including, without limitation, breach of contract) relating to the existence of a Transaction unless and until you and the Company shall have executed and delivered a Transaction Agreement. You also agree that, unless and until you and the Company shall have executed and delivered a Transaction Agreement, neither you nor the Company will be under any legal obligation of any kind whatsoever with respect to such Transaction by virtue of this Confidentiality Agreement except for the matters specifically agreed to herein. You further acknowledge and agree that the Company reserves the right, in its sole discretion, to reject any proposals made by you, your Affiliates or any of the Representatives with regard to a Transaction, and to terminate discussion and negotiations with you at any time and for any reason or no reason. You understand that the Company shall be free to establish and change any process or procedure with respect to any possible Transaction as the Company in its sole discretion shall determine (including, without limitation, negotiating with any other interested party and entering into a final definitive agreement relating to a Transaction with any other party without prior notice to you or any other Person).\n9. No Representations or Warranties; No Obligation to Disclose.\nYou understand and acknowledge that the Company and its Affiliates and representatives have made and make no representation hereunder, express or implied, as to the accuracy or completeness of the Evaluation Materials, expressly disclaim any and all liability for the information contained in or omitted from the Evaluation Material furnished by or on behalf of the Company and shall have no liability to you, your Affiliates or the Representatives or any other Person relating to or resulting from the use of the Evaluation Material or any errors therein or omissions therefrom. The parties agree that the Company will only be liable for any representations or warranties which are made in a Transaction Agreement, when, as, and if executed and delivered, and subject to such limitations and restrictions as may be specified therein. Nothing in this Confidentiality Agreement shall be construed as obligating the Company to provide, or to continue to provide, any information to any Person. It is expected that you will conduct your own independent investigation of the Company and rely upon such investigation in making an investment decision regarding the Company.\n10. Remedies.\nIt is understood and agreed that money damages would not be a sufficient remedy for any breach of this Confidentiality Agreement by you, your Affiliates or the Representatives, and that the Company shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach or threat thereof. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Confidentiality Agreement and shall be in addition to all other remedies available at law or equity to the Company.\n11. Severability.\nIf any term, provision, covenant or restriction contained in this Confidentiality Agreement is held by any court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants or restrictions contained in this Confidentiality Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and if a covenant or provision is determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the parties intend and hereby request that the court or other authority making that determination shall only modify such extent, duration, scope or other provision to the extent necessary to make it enforceable and enforce them in their modified form for all purposes of this Confidentiality Agreement.\n12. Term.\nUnless explicitly stated otherwise herein, this Confidentiality Agreement will terminate two (2) years from the date hereof and be governed by Texas law.\n13. Modifications and Waiver.\nNo provision of this Confidentiality Agreement can be waived or amended in favor of the parties hereto except by written consent of the other party, which consent shall specifically refer to such provision and explicitly make such waiver or amendment. No failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\n14. Repositories.\nThe terms of this Confidentiality Agreement shall control over any additional purported confidentiality requirements imposed by any offering memorandum, web-based database or similar repository of Evaluation Material to which the you or any of the Representatives is granted access in connection with the evaluation, negotiation or consummation of the Transaction, notwithstanding acceptance of such an offering memorandum or submission of an electronic signature, \u201cclicking\u201d on an \u201cI Agree\u201d icon or other indication of assent to such additional confidentiality conditions, it being understood and agreed that its confidentiality obligations with respect to Evaluation Material are exclusively governed by this Agreement and may not be enlarged except by a written agreement that is hereafter executed by each of the parties hereto.\n15. Entire Agreement.\nThis Confidentiality Agreement contains the entire agreement between the parties hereto regarding the subject matter hereof and supersedes all prior agreements, understandings, arrangements and discussions between the parties hereto regarding such subject matter.\nIf you are in agreement with the foregoing, please sign and return one copy of this Confidentiality Agreement, it being understood that all counterpart copies will constitute but one agreement with respect to the subject matter hereof.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.\n\u201cCompany\u201d \u201cOther Party\u201d\nDAEGIS, INC. OPEN TEXT CORPORATION\nBy: /s/ Timothy P. Bacci By: /s/ Gordon Davies\nName: Timothy P. Bacci Name: Gordon Davies\nTitle: President & CEO Title: CLO and Corporate Secretary\nAppendix A\nDefinitions.\n(a) The term \u201cAffiliate\u201d shall have the meaning provided such term in the Securities Exchange Act of 1934 Act, as amended (the \u201c1934 Act\u201d) and, for avoidance of doubt, includes your subsidiaries and Affiliates.\n(b) The term \u201cEvaluation Material\u201d means any and all information (whether written, oral or electronic), data, documents, agreements, files and other materials, whether disclosed orally or stored in written, electronic or other form or media, which is obtained from or disclosed by the Company, or its Representatives or Affiliates before or after the date hereof regarding the Company, including, without limitation, information concerning the Company\u2019s business, financial condition, operations, prospects, assets and liabilities, and all notes, reports, forecasts, analyses, compilations, studies, interpretations or other documents prepared by you or on your behalf, (collectively, \u201cNotes\u201d) which contains or is based upon, in whole or in part, the Evaluation Material.\nThis Confidentiality Agreement shall be inoperative as to particular portions of the Evaluation Material if such information (i) is or becomes generally available to the public other than as a result of a direct or indirect disclosure by you, your Affiliates or the Representatives in breach of this Confidentiality Agreement, (ii) was within your possession, as evidenced by written records, prior to its being furnished to you by the Company or its representatives, provided that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company with respect to such information, or (iii) is or becomes available to you on a non-confidential basis from a source other than the Company or its Representatives, provided that such source is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company with respect to such information.\n(c) The term \u201cPermitted Co-bidder\u201d means any Person (and any Affiliates of such Person) who may invest in the Transaction on a side-by-side basis with you, if such Person (or its Affiliate) (i) has executed its own confidentiality agreement with the Company or is one of your Affiliates and (ii) is listed on Exhibit A.\n(d) The term \u201cPerson\u201d means an individual, corporation, partnership (whether general or limited), company, joint venture, unincorporated organization, limited liability company or partnership, sole proprietorship, association, bank, trust company or trust, whether or not legal entities, the media, or any governmental entity or agency or political subdivision thereof.\n(e) The term \u201cRepresentatives\u201d shall include your and your Affiliates\u2019 officers, directors, employees, 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entered into this 30th day of July, 2012, by and among HF Financial Corp., a Delaware corporation (along with its affiliates, the \u201cCompany\u201d), and Jacobs Asset Management, L.L.C. (the \u201cRecipient\u201d or \u201cJAM\u201d). The Company and the Recipient are sometimes referred to in this Agreement individually as a \u201cParty\u201d and collectively as the \u201cParties.\u201d\nRECITALS\nA. The Company desires to exchange views and information with JAM, its largest shareholder.\nB. The Company intends to provide JAM access to certain non-public, confidential or proprietary information concerning the Company.\nC. In order to induce the Company to provide access to the Confidential Information (as hereinafter defined), the Recipient hereby agrees to be bound by the terms and conditions of this Agreement.\nNOW, THEREFORE, in consideration of the mutual promises and covenants set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:\nARTICLE I\nDEFINITIONS\nSection 1.1 Certain Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below:\nThe term \u201cConfidential Information\u201d refers to (i) all business or financial information (including business plans, budgets, forecasts and financial projections) of the Company or its subsidiaries (or of others having business relationships with the Company), or concerning the Matter, whether or not marked or otherwise identified as confidential or proprietary, (ii) any other information or materials marked or designated as \u201cconfidential\u201d or \u201cproprietary\u201d by the Company at the time of its disclosure to the Recipient and\n(iii) any other information or materials that the Company maintains as confidential or that is proprietary to the Company, the nature of which or the circumstances surrounding the disclosure of which would indicate to a reasonable person that such information or materials are confidential or proprietary. The foregoing information and materials shall be \u201cConfidential Information\u201d whether evidenced, transferred or transmitted in writing, orally, visually, electronically or by any other means, and whether disclosed before or after the date of this Agreement. \u201cConfidential Information\u201d shall also include all Derivative Materials.\nNotwithstanding anything to the contrary in this Agreement, \u201cConfidential Information\u201d shall not include information that\n(A) is or becomes generally available to the public other than\nas a result of a breach of this Agreement by the Recipient; or (B) is or becomes available to the Recipient on a non-confidential basis from any source other than the Company or its Representatives, which source has represented to the Recipient (and that the Recipient reasonably believes after due inquiry) that such source is entitled to disclose such information without the Recipient being bound by any obligation of confidentiality, provided that upon the Recipient becoming aware that such information is Confidential Information that the source was not entitled to disclose, this Agreement shall thereafter apply to such Confidential Information.\nThe term \u201cDerivative Materials\u201d refers to all summaries, analyses, compilations, data, studies or other documents prepared by the Recipient (i) containing, or based in whole or in part on, any Confidential Information provided by the Company or its Representatives, or (ii) reflecting the Recipient\u2019s review of the Company or the Recipient\u2019s interest in the Matter.\nThe term \u201cPerson\u201d refers to any natural person, corporation, limited liability company, partnership, trust or other legal entity. The term \u201cRepresentatives\u201d refers to a Person\u2019s directors, officers, employees, attorneys, accountants, consultants, financial advisors and other agents and representatives.\nThe term \u201cRecipient\u201d shall include (i) the Recipient, (ii) its affiliates, subsidiaries, and divisions, (iii) any Person that directly or indirectly, through intermediaries or otherwise, controls or owns a controlling interest in the Recipient and (iv) the Representatives of any of the foregoing Persons.\nARTICLE II\nCONFIDENTIALITY\nSection 2.1 Non-Disclosure and Non-Use Covenants. As a condition to the Company\u2019s disclosure of the Confidential Information to the Recipient, the Recipient hereby covenants and agrees that all Confidential Information will be kept confidential by the Recipient and will not, without the prior written consent of the Company, be disclosed by the Recipient, in any manner whatsoever, in whole or in part, and will not be used by the Recipient, directly or indirectly, for any purpose other than facilitating discussion with the Company. Moreover, the Recipient agrees to transmit the Confidential Information to only those Representatives who need to know the Confidential Information for the purpose of facilitating the Recipient\u2019s discussion with the Company and who are informed of the confidential nature of the Confidential Information and the terms of this Agreement. The Recipient hereby acknowledges that it is aware, and the Recipient agrees that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that (i) the Confidential Information being furnished may contain or may itself be material, non-public information concerning the Company, and (ii) securities laws in the United States prohibit any person who has received material, non-public information concerning the Company or the matters which are the subject of this Agreement from purchasing or selling securities of the Company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The Recipient agrees to not engage, directly or indirectly, in transactions in Company securities while in possession of Confidential\nInformation, and further agrees that is will be responsible for its compliance with federal and state securities laws. The Recipient will be responsible for any breach of this Agreement by the Recipient or by its Representatives.\nSection 2.2 Confidentiality of Discussions. The Recipient will not, without the prior written consent of the Company, disclose the status of any discussions between the Parties, except as may be required by law or by the rules of any recognized stock exchange and then, if circumstances permit, only with prompt advance written notice to the Company. Any disclosure made pursuant to the prior sentence shall be no more extensive than is necessary to meet the minimum requirement imposed on the Person making such disclosure.\nSection 2.3 Compelled Disclosure. In the event that the Recipient is requested (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigate demand or similar process) to disclose any part of the Confidential Information, the Recipient shall notify the Company promptly of such request(s), and the documents requested thereby, so that the Company may seek an appropriate protective order and/or waive in writing the Recipient\u2019s obligation not to disclose the Confidential Information. If, in the absence of a protective order or the receipt of a waiver hereunder, the Recipient is nonetheless compelled to disclose all or part of the Confidential Information or else stand liable for contempt or suffer other censure or penalty from any tribunal or governmental or similar authority, the Recipient may disclose such portion of the Confidential Information required to be disclosed without liability hereunder; provided, however, that the Recipient shall deliver to the Company written notice of the Confidential Information to be disclosed as far in advance of its disclosure as is practicable, and shall use commercially reasonable efforts (at the Company\u2019s expense) to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed. Notwithstanding the foregoing, the Recipient may disclose the Confidential Information to any regulatory agency in the normal course of an examination, audit or investigation involving the Recipient.\nSection 2.4 Document Disposition. The Confidential Information (except for Derivative Materials), and all copies thereof, will remain the absolute property of the Company and will be returned to the Company or destroyed (and such destruction confirmed in writing by an officer of the Recipient) without retaining any copies thereof immediately upon the Company\u2019s request. Derivative Materials will be immediately destroyed at the request of the Company and such destruction will be confirmed to the Company in writing by an officer of the Recipient.\nSection 2.5 Disclaimers. The Recipient acknowledges that neither the Company nor any of its Representatives makes any representation or warranty as to the accuracy or completeness of the Confidential Information. The Recipient agrees that neither the Company nor any of its Representatives shall have any liability to the Recipient as a result of their reliance on the Confidential Information. The Recipient hereby agrees that in no event will the Recipient have or assert any claims whatsoever against the Company or any of the Company\u2019s Representatives relating to or in any way connected with the subject matter of this Agreement.\nSection 2.6 Designated Representatives. The Recipient shall have no discussion, correspondence or other contact with the Company or any of its employees, customers or suppliers concerning the Matter except with \u201cDesignated Representatives\u201d of the Company. \u201cDesignated Representatives\u201d shall mean the Chairman of the Board of Directors of the Company and persons designated by him.\nSection 2.7 Survival. The restrictions imposed on the disclosure of Confidential Information shall continue until the lesser of such time as the information disclosed hereunder is no longer Confidential Information and one (1) year from the date first written above, provided, that no such termination shall relieve Recipient from any liability relating to any prior breach of this Agreement.\nARTICLE III\nCOVENANT OF THE COMPANY\nSection 3.1 Information and Access. The Company will provide JAM access to certain non-public, confidential or proprietary information about the Company (the \u201cConfidential Information\u201d) and receive and consider JAM\u2019s input on the financial services industry, market conditions and trends and the Company\u2019s operational performance, opportunities and direction.\nARTICLE IV\nTERM AND TERMINATION\nSection 4.1 Term. Except as set forth in Article II, this Agreement shall terminate upon the earlier of (i) the Company\u2019s 2012 Annual Meeting of Shareholders or (ii) the Company\u2019s receipt of the notice required under the Company\u2019s bylaws from JAM or its affiliates required to nominate a director for election at a meeting of the Company\u2019s shareholders.\nARTICLE V\nMISCELLANEOUS\nSection 5.1 Disclosure of Agreement. The parties contemplate that JAM will file with the SEC an amendment to its Schedule 13D with respect to the Company attaching this Agreement and that the Company will file with the SEC a current report on Form 8-K attaching this Agreement.\nSection 5.2 Compliance with Securities Laws. As of the date hereof and during the Term of the Agreement, JAM is and will remain in compliance with all applicable state and federal securities laws with regard to its investment in the Company and its rights and responsibilities under this Agreement, including but not limited to, the Securities Act of 1933, the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder.\nSection 5.3 Compliance with Banking Laws. As of the date hereof and during the Term of the Agreement, JAM is and will remain in compliance with all applicable banking laws with regard to its investment in the Company and its rights and responsibilities under this Agreement, including but not limited to, the Bank Holding Company Act of 1956, the National Bank Act, the Federal Deposit Insurance Act, the Bank Merger Act, the Change in Bank Control Act and the Federal Reserve Board, Office of Comptroller of the Currency and Federal Deposit Insurance Corporation regulations thereunder.\nSection 5.4 Remedies. The Recipient agrees that due to the nature of this Agreement and the Confidential Information, money damages would not be a sufficient remedy for any breach of this Agreement by the Recipient and that the Company shall be entitled to seek specific performance, injunctive and/or other equitable relief as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy of the Company for any breach by the Recipient of this Agreement, but shall be in addition to all other remedies available to the Company at law or in equity. The Recipient hereby waives any requirement for the securing or posting of any bond in connection with such remedy.\nSection 5.5 Expenses. The Parties will pay their own expenses with respect to this Agreement.\nSection 5.6 Severability. In the event that any one or more of the provisions contained in this Agreement, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained in this Agreement shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the Parties hereto shall be enforceable to the fullest extent permitted by law. If any court determines that any of the provisions of this Agreement, or any part thereof, are unenforceable because of the duration or scope of such provision, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.\nSection 5.7 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed within such state, without giving effect to any choice of law principles.\nSection 5.8 Miscellaneous. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and it replaces and supersedes all prior agreements between the Parties. No provision of this Agreement may be waived or amended unless such waiver or amendment is in writing. No failure or delay by the Company in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement may not be assigned by the Recipient, by operation of law or otherwise, without the Company\u2019s prior written consent.\nSection 5.9 Execution. This Agreement may be executed in one or more counterparts, and by facsimile signatures, each of which shall be an original document, and all of which together shall constitute one and the same instrument.\n{Remainder of Page Intentionally Left Blank}\nIN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.\nCOMPANY:\nHF Financial Corp.\n/s/ Michael Vekich\nName: Michael Vekich\nTitle: Chairman\nRECIPIENT:\nJACOBS ASSET MANAGEMENT, LLC\n/s/ Sy Jacobs\nName: Sy Jacobs\nTitle: Managing Member\n", "spans": [ [ 0, 12 ], [ 13, 38 ], [ 39, 298 ], [ 298, 431 ], [ 431, 432 ], [ 433, 441 ], [ 442, 533 ], [ 534, 665 ], [ 666, 862 ], [ 863, 1089 ], [ 1090, 1098 ], [ 1098, 1099 ], [ 1100, 1111 ], [ 1112, 1145 ], [ 1145, 1320 ], [ 1321, 1367 ], [ 1367, 1684 ], [ 1684, 1845 ], [ 1846, 2152 ], [ 2152, 2408 ], [ 2408, 2479 ], [ 2480, 2601 ], [ 2602, 2664 ], [ 2665, 2728 ], [ 2728, 3318 ], [ 3319, 3459 ], [ 3459, 3588 ], [ 3588, 3684 ], [ 3685, 3815 ], [ 3815, 3988 ], [ 3989, 4024 ], [ 4024, 4043 ], [ 4043, 4093 ], [ 4093, 4237 ], [ 4237, 4294 ], [ 4295, 4305 ], [ 4306, 4321 ], [ 4322, 4372 ], [ 4372, 4858 ], [ 4858, 5195 ], [ 5195, 5393 ], [ 5393, 5532 ], [ 5532, 5956 ], [ 5956, 6089 ], [ 6090, 6209 ], [ 6209, 6319 ], [ 6320, 6364 ], [ 6364, 6671 ], [ 6671, 6844 ], [ 6845, 6879 ], [ 6879, 7372 ], [ 7372, 8221 ], [ 8221, 8420 ], [ 8421, 8455 ], [ 8455, 8793 ], [ 8793, 8970 ], [ 8971, 8996 ], [ 8996, 9184 ], [ 9184, 9366 ], [ 9366, 9605 ], [ 9606, 9646 ], [ 9646, 9862 ], [ 9862, 9986 ], [ 9987, 10009 ], [ 10009, 10379 ], [ 10380, 10391 ], [ 10392, 10415 ], [ 10416, 10452 ], [ 10452, 10775 ], [ 10776, 10786 ], [ 10787, 10807 ], [ 10808, 10826 ], [ 10826, 10912 ], [ 10912, 10969 ], [ 10969, 11161 ], [ 11162, 11171 ], [ 11172, 11185 ], [ 11186, 11223 ], [ 11223, 11463 ], [ 11464, 11509 ], [ 11509, 11911 ], [ 11912, 11954 ], [ 11954, 12499 ], [ 12500, 12522 ], [ 12522, 12858 ], [ 12858, 13076 ], [ 13076, 13191 ], [ 13192, 13214 ], [ 13214, 13285 ], [ 13286, 13312 ], [ 13312, 13843 ], [ 13843, 14214 ], [ 14215, 14242 ], [ 14242, 14465 ], [ 14466, 14493 ], [ 14493, 14671 ], [ 14671, 14774 ], [ 14774, 15040 ], [ 15040, 15171 ], [ 15172, 15195 ], [ 15195, 15400 ], [ 15401, 15445 ], [ 15446, 15546 ], [ 15547, 15555 ], [ 15556, 15574 ], [ 15575, 15593 ], [ 15594, 15614 ], [ 15615, 15630 ], [ 15631, 15641 ], [ 15642, 15670 ], [ 15671, 15684 ], [ 15685, 15700 ], [ 15701, 15723 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 54 ] }, "nda-10": { "choice": "Entailment", "spans": [ 47 ] }, "nda-2": { "choice": "Entailment", "spans": [ 15, 16 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 15, 16, 18 ] }, "nda-19": { "choice": "Entailment", "spans": [ 64 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 54 ] }, "nda-3": { "choice": "Entailment", "spans": [ 19 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 29, 39 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 50 ] }, "nda-13": { "choice": "Entailment", "spans": [ 21, 24 ] }, "nda-5": { "choice": "Entailment", "spans": [ 29, 39 ] }, "nda-4": { "choice": "Entailment", "spans": [ 38 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0000881790/000110465912052730/a12-17284_1ex99d1.htm" }, { "id": 536, "file_name": "888953_0001193125-13-044630_d480503dex99e6.htm", "text": "Exhibit (e)(6)\nNON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nThis Non-Disclosure and Confidentiality Agreement (this \u201cAgreement\u201d), effective as of November 15, 2012 (\u201cEffective Date\u201d), is made and entered into by and between Online Resources Corporation, a Delaware corporation (\u201cORCC\u201d), and ACI Worldwide, Inc., a Delaware corporation (\u201cReceiving Party\u201d).\nWHEREAS, ORCC and Receiving Party (the \u201cParties\u201d) wish to explore the possibility of engaging in a potential transaction (a \u201cTransaction\u201d);\nWHEREAS, in connection with a possible Transaction, Receiving Party desires to gain access to certain Confidential Information (as such terra is defined below) of ORCC; and\nWHEREAS, ORCC is willing to disclose such Confidential Information to Receiving Party upon the terms and subject to the conditions set forth in this Agreement.\nNOW THEREFORE, in consideration of the foregoing premises the Parties, intending to be legally bound, agree as follows:\n1. Confidential Information: Scope.\n(a) As used in this Agreement, \u201cConfidential Information\u201d means and includes any and all confidential and/or proprietary information and data, whether in written, tangible, intangible, digital, electronic or oral form, that is disclosed or made available by or on behalf of ORCC to Receiving Party or its Representatives, including without limitation all record-bearing media containing or disclosing such information, relating to the business or operations of ORCC, or is derived therefrom, and includes (without limitation), any and all: (i) non-public, confidential and/or proprietary information of any third party in the possession of ORCC; (ii) ORCC trade secrets, techniques, discoveries, ideas, inventions, concepts, software in various states of development, designs, drawings, images, specifications, data, diagrams, research, economic and financial analyses, strategic plans and analyses, marketing and advertising techniques, client (or customer) and vendor names, client data, new product launches, price data, sales data, personnel files and materials, and all record-bearing media containing or disclosing such information; (iii) all identifiable and/or sensitive \u201cpersonal information\u201d (as such term is defined in the federal Gramm-Leach-Bliley Act of 1999, as amended) of end users of ORCC\u2019s services, without specific designation as such (including, but not limited to, names, addresses, social security numbers, account numbers and account balances), and all record-bearing media containing or disclosing such information; and (iv) financial information, including (if provided) financial forecasts, projections or plans. All such information shall be treated as ORCC\u2019s Confidential Information under this Agreement regardless of whether or not it is marked or identified as \u201cConfidential Information.\u201d Except as provided in Section 4, neither Party shall announce, disclose or publicize in any manner this Agreement, the terms, or any discussions or negotiations covered by or relating to this Agreement (including with respect to any Transaction) without the prior written consent of the other Party.\n(b) As used in this Agreement, \u201cConfidential Information\u201d specifically excludes any information that: (i) has been or becomes publicly available or is now, or in the future, in the public domain in each case without any breach of this Agreement; (ii) prior to disclosure to Receiving Party hereunder, is within the possession of Receiving Party without any obligation of confidentiality; (iii) subsequent to disclosure hereunder, is lawfully received from a third party having rights therein without restriction of such third party\u2019s or Receiving Party\u2019s right to disseminate such information, and without notice of any restriction against its further disclosure; or (iv) is independently developed by Receiving Party by way of persons or entities which have not used, referenced or had access to (directly or indirectly) Confidential Information.\n(c) ALL CONFIDENTIAL INFORMATION PROVIDED BY ORCC UNDER THIS AGREEMENT IS PROVIDED \u201cAS IS\u201d. ORCC MAKES ABSOLUTELY NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR UTILITY OF ANY CONFIDENTIAL INFORMATION.\n2. Use. Restriction of Confidential Information. ORCC will disclose certain Confidential Information to Receiving Party solely for the mutually acknowledged purpose recited above, and Receiving Party shall use such Confidential Information only for such purpose. Except to the extent expressly permitted under this Agreement, Receiving Party shall not disclose, disseminate or cause or permit any disclosure or unauthorized use of any Confidential Information, nor shall Receiving Party make any copies, reproductions, summaries or excerpts of any Confidential Information. Receiving Party shall not use any Confidential Information, including, without limitation, any Technical Information, as a basis for developing, marketing or providing products or services that compete (whether directly or indirectly) with the products or services that ORCC sells, markets or provides to its customers. Receiving Party shall at all times protect Confidential Information, using at minimum those measures that it takes to protect its own Confidential Information of a similar nature (provided that such measures are consistent with at least a reasonable degree of care); provided, however, that nothing herein shall relieve Receiving Party of its liability for unauthorized disclosure or use of Confidential Information. In the event Receiving Party loses or causes an unauthorized disclosure of Confidential Information, it will notify ORCC promptly after becoming aware of such disclosure, and will use commercially reasonable efforts to secure the retrieval and return of such Confidential Information. Any delay or failure by ORCC to enforce its rights in the event of any breach of this Agreement shall not be construed to constitute a waiver or release of its rights with respect to such breach or any subsequent breach.\n3. Permitted Disclosure. Receiving Party may only disclose Confidential Information provided to it by ORCC hereunder to Receiving Party\u2019s officers, directors, subsidiaries, affiliates, employees, legal counsel, financial advisors and other duly authorized agents and consultants (its \u201cRepresentatives\u201d) each of whom Receiving Party reasonably determines need to know such Confidential Information for the purpose of assisting the Receiving Party in its evaluation of a Transaction as set forth in this Agreement; provided, however, that Receiving Party shall, prior to disclosing Confidential Information to one or more Representatives in each instance, inform such Representatives of the confidential nature of the Confidential Information and instruct them to maintain the confidentiality of such Confidential Information in a manner consistent with the terms and conditions of this Agreement.\n4. Required Disclosure. Except as provided elsewhere in this Section 4, if a Party determines in good faith that it is required under applicable law or legal process to disclose any Confidential Information of a type referred to in clauses (i), (ii), (iii) or (iv) of Section 1(a) (such Confidential Information \u201cTechnical Information\u201d), such Party shall give the other Party prompt notice of such fact so that the other Party may obtain a protective order or any other appropriate remedy concerning any such disclosure and/or waive compliance with the nondisclosure requirements of this Agreement. The disclosing Party will reasonably cooperate with the other Party in connection with the other Party\u2019s efforts to obtain any such order or other remedy. If any such order or other remedy does not fully preclude disclosure, or if the other Party waives such compliance, the disclosing Party may make such disclosure, to the extent that the disclosing Party determines in good faith that such disclosure is required under applicable law or legal process, and the disclosing Party will use its best efforts to have confidential treatment accorded to the disclosed Confidential Information. Notwithstanding the foregoing, the Receiving Party may publicly disclose (i) Confidential Information of the type set forth in clause (iv) of Section 1 (a) above and (ii) the fact that the Parties are or have been discussing a proposed Transaction and/or the terms of such proposed Transaction, in each case, only if and to the extent that the Receiving Party determines in good faith based on an opinion of legal counsel that it is required to do so under applicable law or subpoena or other legal process in connection with a Transaction, provided that the Receiving Party furnishes a copy of the proposed disclosure ORCC not less than five business days prior to such disclosure (unless the disclosing Party determines in good faith that it is not reasonably practicable to give such advance notice) and considers in good faith ORCC\u2019s comments on such proposed disclosure. For the avoidance of doubt, this Agreement is not intended to restrict Receiving Party from making any public or private proposal or offer to acquire ORCC or its securities for all cash consideration, or from making such public disclosure in connection therewith as Receiving Party may determine in good faith based on an opinion of legal counsel to be required in accordance with the preceding sentence. Notwithstanding the foregoing, ORCC may publicly disclose the fact that the Parties are or have been discussing a proposed Transaction and/or the terms of such proposed Transaction only if and to the extent that it determines in good faith that it is required to do so under applicable law or legal process in connection with a Transaction, provided that ORCC gives the Receiving Party notice thereof three business days prior to such disclosure unless ORCC determines in good faith that it is not reasonably practicable to give such advance notice.\n5. Term of Obligations: Return of Confidential Information. This Agreement shall control and govern all Confidential Information disclosed by ORCC to Receiving Party from and after the Effective Date (as defined above) for a period of one (1) year (the \u201cTerm\u201d) unless earlier terminated by the Parties in a separate agreement or instrument executed by both Parties. Promptly upon the expiration or termination of this Agreement, or with respect to Technical Information only, upon. ORCC\u2019s reasonable written request, Receiving Party shall return or destroy all written material (if any) containing or reflecting any Confidential Information. Receiving Party shall direct its Representatives to promptly undertake the same measures described in the preceding sentence. In the event Receiving Party elects to destroy Confidential Information, Receiving Party shall provide ORCC with written certification of such destruction executed by Receiving Party\u2019s officer who supervised such destruction. Notwithstanding the foregoing, Receiving Party may retain only such copies of Confidential Information, subject to the terms and conditions hereunder, as may be necessary or required in accordance with Receiving Party\u2019s internal records retention policies and procedures for applicable legal, compliance and regulatory purposes, provided that counsel to Receiving Party may retain copies of Confidential Information of a type set forth in clause (iv) of Section 1(a) hereof as it determines in good faith to be necessary to advise\nReceiving Party in connection with any disclosure permitted by Section 4 hereof provided that all such Confidential Information shall remain subject to the provisions of this Agreement for so long as such information is retained notwithstanding any time limitations set forth in this Agreement, Receiving Party\u2019s obligations to protect Confidential Information received during the Term shall survive and continue for 1 year from and after the Effective Date; provided, however, that (i) Receiving Party\u2019s obligations with respect to Confidential Information that constitutes a trade secret under applicable law shall survive and continue for the longer of 1 year or as long as the same remains a trade secret under applicable law and (ii) this Section 5 will not apply to any information that Receiving Party or its Representatives has previously disclosed as permitted by this Agreement.\n6. Ownership of Confidential Information. ORCC owns and shall retain all right, title and interest in and to all Confidential Information, regardless of disclosure hereunder. Absolutely no present or future patent, copyright, trademark, trade secret right or other intellectual property right, nor any right, license, title or interest of any kind, is given, granted, transferred or otherwise conveyed by or under this Agreement with respect to any Confidential Information. Receiving Party shall not reverse-engineer, decompile or disassemble any software disclosed under this Agreement and shall not remove, overprint or change any notice, including as to ownership or confidentiality from any originals or copies of Confidential Information.\n7. Equitable Relief. Each Party acknowledges and agrees that a breach of any of its obligations hereunder could cause serious and irreparable harm to the other Party that could not adequately be compensated by monetary damages. Accordingly each Party agrees that, in addition to any of remedies to which the other Party may be entitled at law or in equity, each Party shall be entitled to seek an injunction or injunctions to compel specific performance.\n8. Definitive Agreement. Nothing contained in this Agreement binds, commits or imposes any obligation upon either Party to pursue or consummate a Transaction, or to enter into any negotiation or agreement regarding a Transaction or any other business relationship. Unless and until the Parties execute and enter into a separate written, agreement that by its terms is expressly intended to be definitive and mutually binding, neither Party shall be under any obligation of any kind with respect to a Transaction, whether by virtue of this Agreement or any written or oral expression with respect to a Transaction by any person.\n9. Further Restrictions.\nEach Party hereby acknowledges that the stock of ORCC is publicly traded on the NASDAQ Exchange and that federal securities laws prohibit persons in possession of material non-public information and may, depending on the circumstances, prohibit purchasing or selling the stock of ORCC unless such information is publicly disclosed.\n10. Non-Solicitation. For one (1) year from the Effective Date, Receiving Party (including its subsidiaries and affiliates) shall not directly or indirectly solicit, hire or engage ORCC\u2019s employees with whom Receiving Party comes into contact, or of whom it becomes aware, in connection with this Agreement or a Transaction and whose annual base salary from ORCC exceeds $150,000, except with ORCC\u2019s prior written consent; provided, however, that the foregoing restriction shall not apply to the hiring of ORCC\u2019s employees who may respond to internet or other advertisements of general circulation and not specifically targeted at such employees or any action in which no Representative of Receiving Party is involved or aware of the existence of this Agreement or discussions of a possible Transaction.\n11. Notice. Any notice which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if (a) emailed or sent by fax, (b) sent via nationally recognized overnight courier, or (c) served personally upon the Party for whom it is intended, and in each event shall be addressed to the President, Chief Executive Officer or General Counsel of the other Party at its notice address provided under its signature below. The date of receipt of any notice under this Agreement shall be as follows: (i) if served personally, on the date of delivery thereof; (ii) if sent by overnight courier, on the next business day after transmission; and (iii) if emailed or sent by fax, on the next business day after dispatch.\n12. No Waiver. No failure or delay by a Party in exercising any of its rights shall operate as a waiver thereof, and no single or partial exercise of any right will preclude any other or further exercise thereof.\n13. Severability. In the event that any provision or portion of this Agreement is determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.\n14. Restrictions on. Export. A Receiving Party will not export, directly or indirectly, any technical data acquired from the Disclosing Party or any product utilizing any such data to any country for which the U.S. government or any agency thereof at the time of export requires an export license or other governmental approval, without-first obtaining (in each instance) such license or approval and only after receiving express authorization from the Disclosing Party.\n15. Governing Law: Venue. The validity, construction and performance of this Agreement shall be governed by, and construed and enforced in accordance with, the applicable laws of the State of Delaware without regard to that state\u2019s principles regarding conflict of laws or choice of laws. Each Party hereby consents, further, to the appropriate state or federal district court in Wilmington, Delaware as the proper venue and jurisdiction for the determination of any rights and the resolution of any disputes arising under or as a result of this Agreement. Nothing in this Agreement prohibits a Party from seeking specific performance, injunctive, other equitable relief, and/or damages as a remedy for a breach or threatened breach of this Agreement. The prevailing Party in any arbitration, litigation or other legal proceeding arising out of, or relating to, this Agreement shall be entitled to recover from the other Party (in addition to other relief awarded or granted) its reasonable costs and expenses, including related attorneys fees in the amount determined by the appropriate arbitrator, trial court or appellate court.\n16. Entire Agreement: General Terms. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and merges and supersedes all prior and contemporaneous negotiations, discussion, memoranda and agreements pertaining thereto. Nothing in this Agreement is intended to create or shall be construed as creating an employer-employee relationship or any partnership, agency, joint venture or similar relationship with any person. This Agreement shall not be amended, modified or canceled except in a written instrument executed by both Parties. Both Parties actively participated in the preparation and negotiation of this Agreement, and accordingly, this Agreement shall be interpreted and governed without regard as to which Party principally drafted this Agreement. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original instrument.\nIN WITNESS WHEREOF, the Parties have entered into this Agreement effective as of the Effective Date defined above:\nOnline Resources Corporation ACI Worldwide, Inc.\nBy: /s/ Joseph L. Cowan By: /s/ Dennis P. Byrnes\nJoseph L. Cowan Name:Dennis P. Byrnes\n President and CEO Title: Executive Vice President\nNotice Address: Notice Address:\n4795 Meadow Wood Lane 6060 Coventry Drive\nChantilly, VA 20151 Elkhorn, NE 68022\nEmail: jcowan@ORCC.com Email: dennis.byrnes@aciworldwide.com\nFax: 703.653.2605 Fax: 402.778.2567\nJOINDER AGREEMENT\nBy executing this Joinder Agreement, PricewaterhouseCoopers (the \u201cJoining Party\u201d), hereby irrevocably agrees, effective as of the date hereof, to become a party to the Non-Disclosure and Confidentiality Agreement (the \u201cConfidentiality Agreement\u201d), dated November 15, 2012, between Online Resources Corporation and ACI Worldwide, Inc. (\u201cACIW\u201d). as if it were the \u201cReceiving Party\u201d (as therein defined). Without limiting the foregoing, the Joining Party hereby acknowledges and agrees that (1) it has been furnished a copy of the Confidentiality Agreement and (2) the Joining Party will observe all obligations of a \u201cReceiving Party\u201d there under. Upon execution and delivery of this Joinder Agreement, the obligations of ACIW and PricewaterhouseCoopers will be several and neither of them will have any liability for breaches thereof by the other or the other\u2019s agents.\nDated: January 4, 2013 PricewaterhouseCoopers\n By: /s/ Sanjay Subramanian\n Name: Sanjay Subramanian\n Title: Principal\nAccepted by:\nONLINE RESOURCES CORPORATION\nBy: /s/ Thomas Ball\n Name: Thomas Ball\n Title: VP & General Counsel\nACI WORLDWIDE, INC.\nBy: /s/ Dennis Byrnes\n Name: Dennis Byrnes\n Title: EVP\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 59 ], [ 60, 355 ], [ 356, 495 ], [ 496, 668 ], [ 669, 828 ], [ 829, 948 ], [ 949, 984 ], [ 985, 1525 ], [ 1525, 1631 ], [ 1631, 2124 ], [ 2124, 2531 ], [ 2531, 2626 ], [ 2626, 2807 ], [ 2807, 3106 ], [ 3107, 3209 ], [ 3209, 3353 ], [ 3353, 3495 ], [ 3495, 3774 ], [ 3774, 3954 ], [ 3955, 4047 ], [ 4047, 4222 ], [ 4223, 4272 ], [ 4272, 4486 ], [ 4486, 4797 ], [ 4797, 5117 ], [ 5117, 5534 ], [ 5534, 5819 ], [ 5819, 6039 ], [ 6040, 6065 ], [ 6065, 6935 ], [ 6936, 6960 ], [ 6960, 7176 ], [ 7176, 7181 ], [ 7181, 7187 ], [ 7187, 7196 ], [ 7196, 7535 ], [ 7535, 7690 ], [ 7690, 8124 ], [ 8124, 8197 ], [ 8197, 8258 ], [ 8258, 8276 ], [ 8276, 8290 ], [ 8290, 9000 ], [ 9000, 9405 ], [ 9405, 9954 ], [ 9955, 10015 ], [ 10015, 10321 ], [ 10321, 10437 ], [ 10437, 10597 ], [ 10597, 10723 ], [ 10723, 10949 ], [ 10949, 11395 ], [ 11395, 11479 ], [ 11480, 11963 ], [ 11963, 12214 ], [ 12214, 12368 ], [ 12369, 12411 ], [ 12411, 12544 ], [ 12544, 12844 ], [ 12844, 13113 ], [ 13114, 13135 ], [ 13135, 13140 ], [ 13140, 13342 ], [ 13342, 13568 ], [ 13569, 13594 ], [ 13594, 13834 ], [ 13834, 14196 ], [ 14197, 14221 ], [ 14222, 14553 ], [ 14554, 14576 ], [ 14576, 15357 ], [ 15358, 15370 ], [ 15370, 15508 ], [ 15508, 15536 ], [ 15536, 15593 ], [ 15593, 15830 ], [ 15830, 15906 ], [ 15906, 15965 ], [ 15965, 16049 ], [ 16049, 16122 ], [ 16123, 16138 ], [ 16138, 16335 ], [ 16336, 16354 ], [ 16354, 16660 ], [ 16661, 16690 ], [ 16690, 17131 ], [ 17132, 17158 ], [ 17158, 17421 ], [ 17421, 17689 ], [ 17689, 17884 ], [ 17884, 18263 ], [ 18264, 18301 ], [ 18301, 18538 ], [ 18538, 18737 ], [ 18737, 18852 ], [ 18852, 19076 ], [ 19076, 19186 ], [ 19187, 19301 ], [ 19302, 19350 ], [ 19351, 19399 ], [ 19400, 19416 ], [ 19416, 19437 ], [ 19438, 19439 ], [ 19439, 19488 ], [ 19489, 19520 ], [ 19521, 19526 ], [ 19526, 19548 ], [ 19548, 19562 ], [ 19563, 19600 ], [ 19601, 19624 ], [ 19624, 19661 ], [ 19662, 19697 ], [ 19698, 19715 ], [ 19716, 20060 ], [ 20060, 20118 ], [ 20118, 20204 ], [ 20204, 20274 ], [ 20274, 20361 ], [ 20361, 20583 ], [ 20584, 20629 ], [ 20630, 20631 ], [ 20631, 20635 ], [ 20635, 20657 ], [ 20658, 20659 ], [ 20659, 20683 ], [ 20684, 20685 ], [ 20685, 20701 ], [ 20702, 20714 ], [ 20715, 20743 ], [ 20744, 20763 ], [ 20764, 20765 ], [ 20765, 20782 ], [ 20783, 20784 ], [ 20784, 20811 ], [ 20812, 20831 ], [ 20832, 20853 ], [ 20854, 20855 ], [ 20855, 20874 ], [ 20875, 20876 ], [ 20876, 20886 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 61 ] }, "nda-16": { "choice": "Entailment", "spans": [ 49, 50, 51 ] }, "nda-15": { "choice": "Entailment", "spans": [ 59, 60 ] }, "nda-10": { "choice": "Entailment", "spans": [ 15 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 9, 11, 12, 13 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 14 ] }, "nda-19": { "choice": "Entailment", "spans": [ 55, 56 ] }, "nda-12": { "choice": "Entailment", "spans": [ 16, 20 ] }, "nda-20": { "choice": "Entailment", "spans": [ 53, 54 ] }, "nda-3": { "choice": "Entailment", "spans": [ 9 ] }, "nda-18": { "choice": "Entailment", "spans": [ 72 ] }, "nda-7": { "choice": "Entailment", "spans": [ 31 ] }, "nda-17": { "choice": "Entailment", "spans": [ 25 ] }, "nda-8": { "choice": "Entailment", "spans": [ 33, 34, 35, 36, 37, 46 ] }, "nda-13": { "choice": "Entailment", "spans": [ 16, 19 ] }, "nda-5": { "choice": "Entailment", "spans": [ 31 ] }, "nda-4": { "choice": "Entailment", "spans": [ 24, 26 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0000888953/000119312513044630/d480503dex99e6.htm" }, { "id": 538, "file_name": "912263_0001104659-12-004811_a12-3671_1ex2.htm", "text": "STRICTLY CONFIDENTIAL\nJanuary 27, 2012\nSycamore Partners Management, L.L.C.\n9 West 57 Street, 31 Floorthst\nNew York, New York 10019\nAttention: Stefan Kaluzny\nManaging Director\nDear Mr. Kaluzny:\nCONFIDENTIALITY AGREEMENT\nThis Confidentiality Agreement (this \u201cAgreement\u201d) is dated as of January 27, 2012 by and between Sycamore Partners Management, L.L.C., a Delaware limited liability company (the \u201cReceiving Party\u201d) and The Talbots, Inc., a Delaware corporation (together with its subsidiaries, the \u201cCompany\u201d).\n1. Confidential Information; Representatives. (a) The Receiving Party is considering a possible business combination transaction (whether negotiated directly with the Company\u2019s Board of Directors or otherwise) with respect to the Company (the \u201cTransaction\u201d), and, in order to assist the Receiving Party in evaluating the possible Transaction, the Company is prepared to make available to the Receiving Party certain information concerning the business, operations, strategy and prospects of the Company (all such information, the \u201cConfidential Information\u201d). As a condition to the Confidential Information being furnished to the Receiving Party and the directors, officers, principals, partners, members, employees, agents, consultants, related investment funds, advisors, attorneys, accountants, affiliates, potential sources of capital and financing, and financial advisors (collectively, \u201cRepresentatives\u201d) of the Receiving Party, the Receiving Party agrees to treat the Confidential Information strictly in accordance with the provisions of this Agreement and to otherwise comply, and to cause its Representatives to comply, with all obligations hereinafter set forth.\n(b) The term \u201cConfidential Information\u201d shall include, without limitation, any and all information concerning the Company and its business, operations, strategic initiatives, financing, employees, strategies or prospects that is furnished to the Receiving Party or its Representatives by or on behalf of the Company, whether furnished before or after the date of this Agreement, including, without limitation, any written or oral analyses, business or strategic plans, compilations, studies, data, reports, interpretations, projections, forecasts, records, notes, copies, excerpts, memoranda, documents or other materials (in whatever form maintained or conveyed, whether documentary, computerized, verbal form or otherwise), that contain or otherwise reflect Confidential Information concerning the Company or its business, operations, strategic\ninitiatives, financing, employees, strategies or prospects prepared by or on behalf of the Receiving Party, any of the Receiving Party\u2019s Representatives, the Company or any Company Representatives (as defined below) or that otherwise reflect any conversations with Company Representatives involving or relating to the Confidential Information.\n2. Excluded Information. The Confidential Information shall not include information that the Receiving Party can demonstrate (a) is or becomes available to the public other than as a result of acts by the Receiving Party or its Representatives in breach of the terms of this Agreement, (b) was in the Receiving Party\u2019s possession prior to disclosure by the Company, provided that such information, to the Receiving Party\u2019s knowledge, was not subject to another confidentiality agreement with the Company or another party, (c) has been independently developed by the Receiving Party without reference to, or the use of, any Confidential Information or (d) is disclosed to the Receiving Party by a third party, to the Receiving Party\u2019s knowledge, not bound by any duty or obligation of confidentiality on a non-confidential basis.\n3. Limitations on Use and Disclosure of Confidential Information. (a) The Receiving Party shall, and shall cause its Representatives to, use the Confidential Information solely for the purpose of evaluating a possible Transaction. The Receiving Party shall, and shall cause its Representatives to, keep the Confidential Information in confidence and shall not disclose any of the Confidential Information in any manner whatsoever; provided, however, that (i) the Receiving Party may make disclosure of information contained in the Confidential Information if required by applicable law, regulation or legal or regulatory process; provided, that the Receiving Party shall have first complied with the terms of Section 9 hereof, (ii) the Receiving Party may make disclosure of information contained in the Confidential Information to the extent that the Company gives its prior written consent, and (iii) any information contained in the Confidential Information may be disclosed to the Receiving Party\u2019s Representatives who reasonably require access to such information for the purpose of evaluating a possible Transaction and who agree to keep such information in confidence to the same extent as described herein; provided, further, that the Receiving Party shall not make any disclosure of any Confidential Information to any potential sources of equity financing without the Company\u2019s prior written consent. The Receiving Party shall be responsible for any breach of the terms of this Agreement by the Receiving Party or by any of its Representatives.\n(b) The Receiving Party agrees that, for a period of eighteen months from the date of this Agreement, the Receiving Party shall not (and shall cause its affiliates, subject to Section 22 hereof, not to), directly or indirectly, (i) use the Confidential Information to divert or attempt to divert any business or customer of the Company or (ii) employ or solicit, or initiate contact for employment with, any (A) director, officer or other senior or key employee of the Company or (B) any other employee of the Company whom the Receiving Party meets during its evaluation of the possible Transaction or about whom the Receiving Party receives Confidential Information; provided, however, a general advertisement or other recruiting efforts not specifically targeting any such employees of the Company shall not be considered a solicitation or unauthorized hiring.\n(c) If the Receiving Party discovers any unauthorized disclosure or use of any Confidential Information by it or its Representatives, the Receiving Party hereby covenants to promptly notify the Company in writing of any such unauthorized disclosure or use.\n4. Non-Disclosure of Existence of Negotiations. Without the prior written consent of the Company or except as may be required by applicable law or regulation, the Receiving Party and its Representatives shall not disclose to any person that any discussions or negotiations are taking place between the parties concerning a possible Transaction, including the content, timing and status of such discussions or negotiations (the \u201cDiscussion Information\u201d).\n5. No Representations by the Company. The Company will have the exclusive authority to decide what Confidential Information (if any) is to be made available to the Receiving Party and its Representatives. Neither the Company nor any of its directors, officers, employees, agents, consultants, advisors, attorneys, accountants and affiliates (collectively, the \u201cCompany Representatives\u201d) will be under any obligation to make any particular Confidential Information available to the Receiving Party or any of the Receiving Party\u2019s Representatives or to supplement or update any Confidential Information previously furnished. Neither the Company nor any of the Company Representatives has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information, and neither the Company nor any of the Company Representatives will have any liability to the Receiving Party or to any of the Receiving Party\u2019s Representatives relating to or resulting from the use of any Confidential Information or any inaccuracies or errors therein or omissions therefrom. Only those representations and warranties (if any) that are included in any final definitive written agreement that provides for the consummation of a negotiated transaction between the Receiving Party and the Company and is validly executed on behalf of the Receiving Party and the Company will have legal effect.\n6. Standstill Agreement. In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for a period of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the \u201cStandstill Period\u201d), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate in, directly or indirectly, any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (c) form, join or in any way participate in a \u201cgroup\u201d (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party\u2019s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company\u2019s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company\u2019s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii)).\n7. Return of Confidential Information. Promptly upon the written request of the Company, the Receiving Party will return all copies of the Confidential Information to the Company, and all notes, studies, reports, memoranda and other documents or materials prepared by the Receiving Party or its Representatives that contain or reflect any Confidential Information shall be destroyed. Notwithstanding the return to the Company or destruction of Confidential Information pursuant to this Section 7, the Receiving Party and its Representatives will continue to be bound by their confidentiality obligations and other obligations under this Agreement for the term hereof. Notwithstanding the foregoing, (a) the Receiving Party\u2019s legal department and/or outside counsel may keep one copy of the Confidential Information (in electronic or paper form) and, with respect to the Receiving Party\u2019s Representatives who are accounting firms, such firms may keep one copy of the Confidential Information, in each case, if required to comply with applicable law or regulation and (b) the Receiving Party and its Representatives may retain Confidential Information to the extent it is \u201cbacked-up\u201d on its or their (as the case may be) electronic information management and communications systems or servers, is not available to an end user and cannot be expunged without considerable effort; provided, that any such information so retained pursuant to clauses (a) and (b) of this Section 7 shall be held in compliance with the terms of this Agreement for a period of eighteen months from the date hereof.\n8. 2012 Annual Stockholders Meeting. The Company agrees (a) that the meeting date for its 2012 annual stockholders meeting (with respect to the Company\u2019s fiscal year ended January 28, 2012) will be held no earlier than thirty-one days after the first anniversary of the Company\u2019s 2011 annual stockholders meeting (with respect to the Company\u2019s fiscal year ended January 29, 2011) and (b) to provide the Receiving Party a copy of the press release announcing the date of its 2012 annual meeting on the date such press release is publicly issued.\n9. Subpoena or Court Order. In the event that the Receiving Party or anyone to whom it discloses the Confidential Information receives a request to disclose all or any part of the Confidential Information or Discussion Information under the terms of a subpoena or other order issued by a court of competent jurisdiction or by another governmental agency, the Receiving Party shall if permitted pursuant to applicable law (a) promptly notify the Company of the existence, terms and circumstances surrounding such a request, (b) consult with the Company on the advisability of taking steps to resist or narrow such request, (c) if disclosure of such Confidential Information or Discussion Information is required, furnish only such portion of the Confidential Information or Discussion Information as the Receiving Party is advised by its legal counsel is legally required to be disclosed and (d) if requested by the Company, cooperate with the Company in its efforts to obtain a protective order or other relief to prevent the disclosure of the Confidential Information or Discussion Information or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information or Discussion Information, as applicable, that is required to be disclosed.\n10. Definitive Agreement. Unless and until a definitive written agreement between the Receiving Party and the Company with respect to a Transaction has been executed and delivered, neither the Receiving Party nor the Company will be under\nany legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this or any other written or oral expression by either of them or their Representatives except, in the case of this Agreement, for the matters specifically agreed to herein.\n11. Remedies. Each of the parties hereto acknowledges that in the event of any breach of the terms of this Agreement, the other party could not be made whole by monetary damages only. Accordingly, each of the parties hereto, in addition to any other remedy to which it may be entitled in law or in equity, shall be entitled to an injunction (which shall include a temporary restraining order) to prevent breaches of the terms of this Agreement.\n12. Communications. Without the Company\u2019s prior written consent, which may be withheld by the Company in its sole discretion, the Receiving Party shall not (and shall cause its Representatives not to) initiate, other than through the Company\u2019s financial and legal advisors or such other persons, as designated by the Company in writing, any (a) communication concerning the Confidential Information, (b) requests for meetings with management of the Company in connection with the possible Transaction or other transaction between the parties or (c) communication relating to the business of the Company or the possible Transaction, in each case, with any officer, director or employee of the Company.\n13. Securities Laws. The Receiving Party acknowledges that it is aware and that the Receiving Party and its Representatives have been advised that the United States securities laws prohibit any person having non-public material information about a company from purchasing or selling securities of that company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.\n14. Entire Agreement; Amendments. This Agreement represents the entire understanding and agreement of the parties hereto with respect to the matters contained herein, and may be amended, modified or waived only by a separate writing executed by the Receiving Party and the Company expressly so amending, modifying or waiving this Agreement. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns.\n15. No Waiver. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\n16. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to the laws of conflict of laws. Each of the parties hereto: (a) irrevocably and unconditionally consents and submits to the jurisdiction of the state and federal courts located in the State of New York for purposes of any action, suit or proceeding arising out of or relating to this Agreement; (b) agrees that service of any process, summons, notice or document by U.S. registered mail to the address set forth at the end of this Agreement shall be effective service of process for any action, suit or proceeding brought against such party; (c) irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in any state or federal court located in the State of New York; and (d) irrevocably and unconditionally waives the right to plead or claim, and irrevocably and unconditionally agrees not to plead or claim, that any action, suit or proceeding arising out of or relating to this Agreement that is brought in any state or federal court located in the State of New York has been brought in an inconvenient forum.\n17. Expenses. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a party has breached this Agreement, then such party shall be liable and pay to the non-breaching party the legal fees and expenses such non-breaching party has incurred in connection with such litigation, including any appeal therefrom.\n18. Captions. The Captions contained in this Agreement are for convenience only and shall not affect the construction or interpretation of any provisions of this Agreement.\n19. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement.\n20. Severability. In the event any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable as though such term were absent upon the date of its execution.\n21. Notices. All notices and other communications required or permitted hereunder will be in writing and will be deemed to have been duly given when delivered in person or when dispatched by email or electronic facsimile transfer (with such facsimile confirmed in writing by mail simultaneously dispatched) to the Company at the address specified below:\nThe Talbots, Inc.\nAttention: Chief Operating Officer\nOne Talbots Drive\nHingham, MA 02043\nTelephone: 781-741-7600\nFacsimile: 781-741-4927\nwith copies to:\nThe Talbots, Inc.\nAttention: General Counsel\n211 South Ridge St.\nRye Brook, NY 10573\nTelephone: 914-934-8877\nFacsimile: 914-934-9136\nand\nDewey & LeBoeuf LLP\nAttention: Morton A. Pierce, Esq.\nChang-Do Gong, Esq.\n1301 Avenue of the Americas\nNew York, NY 10019\nTelephone: 212-259-8000\nFacsimile: 212-259-6333\n22. Non-Private Equity Affiliates. Notwithstanding anything to the contrary provided elsewhere herein, none of the provisions of this Agreement shall in any way limit the ordinary course business services and activities of the Receiving Party and its affiliates; provided, that (a) such services and activities are distinct from the private equity business and (b) the Confidential Information is not made available to Representatives of the Receiving Party and its affiliates who are not involved in the private equity business or who are engaged in investments that are not private equity investments and such ordinary course business services and activities are otherwise conducted without any reference to, or use of, the Confidential Information. The Receiving Party further represents to the Company that the Receiving Party has implemented appropriate internal restrictions on the sharing of confidential information (including, without limitation, the implementation of ethical walls around certain affiliates, to comply with federal securities laws of the United States).\n23. Termination. Except as otherwise specified herein, the obligations of the parties set forth in this Agreement shall terminate and be of no further force and effect eighteen months from the date hereof.\n[Remainder of Page Intentionally Left Blank]\nIN WITNESS WHEREOF, THIS AGREEMENT is executed and delivered effective as of the date first written above.\nTHE TALBOTS, INC.\nBy /s/ Richard T. O\u2019Connell, Jr.\nName: Richard T. O\u2019Connell, Jr.\nTitle: Executive Vice President\nSYCAMORE PARTNERS MANAGEMENT, L.L.C.\nBy /s/ Stefan Kaluzny\nName: /s/ Stefan Kaluzny\nTitle: Managing Director\n", "spans": [ [ 0, 21 ], [ 22, 38 ], [ 39, 75 ], [ 76, 106 ], [ 107, 131 ], [ 132, 157 ], [ 158, 175 ], [ 176, 193 ], [ 194, 219 ], [ 220, 510 ], [ 511, 557 ], [ 557, 1070 ], [ 1070, 1683 ], [ 1684, 2530 ], [ 2531, 2874 ], [ 2875, 2900 ], [ 2900, 3000 ], [ 3000, 3161 ], [ 3161, 3397 ], [ 3397, 3526 ], [ 3526, 3703 ], [ 3704, 3770 ], [ 3770, 3935 ], [ 3935, 4159 ], [ 4159, 4431 ], [ 4431, 4601 ], [ 4601, 5115 ], [ 5115, 5258 ], [ 5259, 5487 ], [ 5487, 5598 ], [ 5598, 5667 ], [ 5667, 5739 ], [ 5739, 6121 ], [ 6122, 6378 ], [ 6379, 6427 ], [ 6427, 6832 ], [ 6833, 6871 ], [ 6871, 7038 ], [ 7038, 7456 ], [ 7456, 7950 ], [ 7950, 8264 ], [ 8265, 8290 ], [ 8290, 8984 ], [ 8984, 9531 ], [ 9531, 9845 ], [ 9845, 10126 ], [ 10126, 10321 ], [ 10321, 10638 ], [ 10638, 10721 ], [ 10721, 10899 ], [ 10899, 11117 ], [ 11117, 11182 ], [ 11182, 11274 ], [ 11274, 11485 ], [ 11485, 11640 ], [ 11640, 11836 ], [ 11836, 11940 ], [ 11940, 12032 ], [ 12032, 12112 ], [ 12112, 12169 ], [ 12169, 12486 ], [ 12486, 12491 ], [ 12491, 12496 ], [ 12496, 12501 ], [ 12501, 12509 ], [ 12509, 12617 ], [ 12617, 12679 ], [ 12679, 12722 ], [ 12722, 12728 ], [ 12729, 12768 ], [ 12768, 13113 ], [ 13113, 13397 ], [ 13397, 13428 ], [ 13428, 13795 ], [ 13795, 14173 ], [ 14173, 14181 ], [ 14181, 14317 ], [ 14318, 14355 ], [ 14355, 14374 ], [ 14374, 14702 ], [ 14702, 14862 ], [ 14863, 14891 ], [ 14891, 15284 ], [ 15284, 15386 ], [ 15386, 15485 ], [ 15485, 15754 ], [ 15754, 16154 ], [ 16155, 16181 ], [ 16181, 16393 ], [ 16394, 16659 ], [ 16660, 16674 ], [ 16674, 16844 ], [ 16844, 17104 ], [ 17105, 17125 ], [ 17125, 17446 ], [ 17446, 17505 ], [ 17505, 17650 ], [ 17650, 17805 ], [ 17806, 17827 ], [ 17827, 18296 ], [ 18297, 18331 ], [ 18331, 18638 ], [ 18638, 18759 ], [ 18760, 18775 ], [ 18775, 19055 ], [ 19056, 19075 ], [ 19075, 19224 ], [ 19224, 19252 ], [ 19252, 19487 ], [ 19487, 19734 ], [ 19734, 19961 ], [ 19961, 20301 ], [ 20302, 20316 ], [ 20316, 20661 ], [ 20662, 20676 ], [ 20676, 20834 ], [ 20835, 20853 ], [ 20853, 21020 ], [ 21021, 21039 ], [ 21039, 21270 ], [ 21271, 21284 ], [ 21284, 21624 ], [ 21625, 21642 ], [ 21643, 21677 ], [ 21678, 21695 ], [ 21696, 21713 ], [ 21714, 21737 ], [ 21738, 21761 ], [ 21762, 21777 ], [ 21778, 21795 ], [ 21796, 21822 ], [ 21823, 21842 ], [ 21843, 21862 ], [ 21863, 21886 ], [ 21887, 21910 ], [ 21911, 21914 ], [ 21915, 21934 ], [ 21935, 21968 ], [ 21969, 21988 ], [ 21989, 21994 ], [ 21994, 22016 ], [ 22017, 22035 ], [ 22036, 22059 ], [ 22060, 22083 ], [ 22084, 22119 ], [ 22119, 22362 ], [ 22362, 22445 ], [ 22445, 22836 ], [ 22836, 23164 ], [ 23165, 23182 ], [ 23182, 23370 ], [ 23371, 23415 ], [ 23416, 23522 ], [ 23523, 23540 ], [ 23541, 23573 ], [ 23574, 23605 ], [ 23606, 23637 ], [ 23638, 23674 ], [ 23675, 23696 ], [ 23697, 23721 ], [ 23722, 23746 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 35 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 13, 14 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 72, 73, 74, 75, 76 ] }, "nda-12": { "choice": "Entailment", "spans": [ 16, 19 ] }, "nda-20": { "choice": "Entailment", "spans": [ 72, 73, 74, 75, 76 ] }, "nda-3": { "choice": "Entailment", "spans": [ 13, 14 ] }, "nda-18": { "choice": "Entailment", "spans": [ 28, 29, 30, 31, 32, 42, 44 ] }, "nda-7": { "choice": "Entailment", "spans": [ 12, 23, 26 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 23, 24, 82, 83 ] }, "nda-13": { "choice": "Entailment", "spans": [ 16, 20 ] }, "nda-5": { "choice": "Entailment", "spans": [ 12, 23, 26 ] }, "nda-4": { "choice": "Entailment", "spans": [ 22 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0000912263/000110465912004811/a12-3671_1ex2.htm" }, { "id": 541, "file_name": "1001917_0000950123-08-007542_y61533exv99wdw3.htm", "text": "MUTUAL NON-DISCLOSURE AGREEMENT\n THIS MUTUAL NON-DISCLOSURE AGREEMENT (the \u201cAgreement\u201d), effective April 3, 2008 (the \u201cEffective Date\u201d), is between Magic Hat Brewing Company & Performing Arts Center, Inc., a Vermont corporation (\u201cCompany\u201d), and PYRAMID BREWERIES INC., a Washington corporation (\u201cPyramid\u201d). Pyramid and the Company are sometimes referred to in this Agreement individually as a \u201cParty\u201d and collectively as the \u201cParties\u201d.\n WHEREAS, Pyramid is a reporting company with the Securities and Exchange Commission and files reports and proxy materials under the Securities Exchange Act of 1934, which are publicly available.\n WHEREAS, the Parties wish to exchange certain nonpublic confidential business information for purposes of engaging in preliminary discussions regarding and evaluating a possible strategic merger, acquisition or business combination between the Parties (the \u201cBusiness Purpose\u201d).\n NOW THEREFORE, the Parties agree as follows:\n 1. Definition of Confidential Information. The term \u201cConfidential Information\u201d means any and all information that is or has been received by either Party (the \u201cRecipient\u201d) from the other Party (the \u201cDisclosing Party\u201d), or which the Recipient has had access to, during the four (4)-month period commencing on the Effective Date (the \u201cTerm\u201d), and that is either (a) marked as \u201cconfidential,\u201d \u201cproprietary,\u201d or such similar term, or (b) non-public information related to the Disclosing Party\u2019s business, which the Receiving Party should reasonably know is confidential based on the nature of such information. Without limiting the generality of the foregoing, Confidential Information shall include the following, whether in tangible or electronic form: business plans, customer database information, employee and independent contractor lists, internal reports and investigations, research and work in progress, source and object code, technical manuals, financial statements and projections, cost summaries and pricing formulae, algorithms, confidential filings with any international, federal or state agency, and all other information concerning methods of doing business, ideas and inventions (whether or not patentable), and data that derives independent economic value, actual or potential, from not being generally known to persons who can obtain economic value from its disclosure or use that is the subject of reasonable efforts by the Company to maintain its secrecy.\n 2. Excluded Information. Confidential Information shall not include any information that: (a) prior to its disclosure by the Disclosing Party is already lawfully and rightfully known by or available to the Recipient as evidenced by prior written records;\n(b) through no wrongful act, fault or negligence on the part of the Recipient is or hereafter becomes part of the public domain; (c) is lawfully received by the Recipient from a third party without restriction and without breach of this agreement or any other agreement; (d) is approved for public release or use by written authorization of the Disclosing Party; (e) the Recipient can demonstrate was independently developed by it without reference to the Disclosing Party\u2019s Confidential Information; or (f) is disclosed pursuant to the requirement or request of a governmental agency or court of competent jurisdiction to the extent such disclosure is required by a valid law, regulation or court order and sufficient notice is given by the Recipient to the Disclosing Party of any such requirement or request in order to permit the Disclosing Party to seek an appropriate protective order or exemption from such requirement or request.\n 3. Non-Disclosure and Confidentiality. The Recipient shall not (a) use the Confidential Information except for the Business Purpose, or (b) disclose or make the Confidential Information available to any person or entity (other than Related Parties, as defined below) without the prior written consent of the Disclosing Party. Each Party shall take reasonable security precautions to protect the Confidential Information, at least as strict as the precautions it takes to protect its own confidential and proprietary information of a similar nature. Without the prior written consent of the Disclosing Party, the Recipient of Confidential Information shall restrict the disclosure and availability of Confidential Information to Recipient\u2019s financial, tax, or legal advisors, or to its directors, officers, or employees with a demonstrable need to know such Confidential Information (each, a \u201cRelated Party\u201d, and, collectively, the \u201cRelated Parties\u201d), provided that any such Related Party either agrees to be bound by this Agreement or is already bound by confidentiality obligations no less restrictive than those in this Agreement. Each Party shall be responsible for the breach of this Agreement by any Related Party. Neither Party shall use any Confidential Information received by it to develop a product or service which competes with or imitates products of the Disclosing Party or engage in reverse engineering to develop similar products or services using the Confidential Information (it being acknowledged and understood that both Parties are engaged in the business of beer brewing and that competing beer products are regularly independently developed within the beer industry using the same or similar raw materials, processes and packaging). The Recipient shall prevent commingling of the Confidential Information with similar information or material of other third parties. The obligations of confidentiality and protection under this Agreement shall survive for three (3) years following the expiration of the Term.\n 4. Non-Solicitation. Other than through general employment listings and advertising or through the efforts of employment search firms, each Party shall not, during the Term of this Agreement and for one (1) year thereafter, directly or indirectly, solicit or hire any employee or independent contractor of the other Party, or induce any such person to abandon their relationship with the other Party.\n 5. No Warranty. THE CONFIDENTIAL INFORMATION IS PROVIDED \u201cAS IS,\u201d AND THE DISCLOSING PARTY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE ACCURACY, SUFFICIENCY, SUITABILITY OR NON-INFRINGEMENT OF SUCH CONFIDENTIAL INFORMATION.\n 6. No License or Obligations; Return of Confidential Information. This Agreement does not represent nor imply any agreement or commitment to enter into any further business relationship. This Agreement does not create any agency or partnership relationship between the Parties or authorize a Party to use the other Party\u2019s name or trademarks. As between the Parties, all Confidential Information received by a Recipient shall remain the sole and exclusive property of the Disclosing Party. Upon written request by the Disclosing Party, the Recipient shall return to the Disclosing Party, or shall destroy in a manner satisfactory to the Disclosing Party, all tangible or electronic forms of Confidential Information, including any and all copies of the Confidential Information or notes containing the Confidential Information, and shall provide a written certification to the Disclosing Party that all tangible forms of the Confidential Information have been returned or destroyed.\n 7. Remedies for Breach. The Parties agree that money damages would be inadequate to remedy any breach of this Agreement. As a result, a non-breaching party shall be entitled to seek, and a court of competent jurisdiction may grant, specific performance and injunctive or other equitable relief as a remedy for any breach of this Agreement. Such remedy shall be in addition to all other remedies, including money damages, available to a non-breaching party at law or in equity.\n 8. Notices. Any notice given by one Party to the other under this Agreement shall be sent by registered mail, return receipt requested, or reputable overnight courier to the addresses listed below (or such address changed by the giving of like notice to the other Party), and shall be deemed received upon actual receipt by the recipient Party.\n 9. Governing Law; Attorneys\u2019 Fees. This Agreement, including all matters of construction, validity and performance, shall be governed by, construed and enforced in accordance with the laws of the State of Washington, as applied to contracts made and to be fully performed in such state, without regard to its conflict of law rules. The Parties consent to the jurisdiction of the state and federal courts located in New York, New York. A prevailing Party shall be entitled to an award of its reasonable attorneys\u2019 fees and costs arising out of this Agreement.\n 10. Miscellaneous. This Agreement sets forth the entire agreement between the Parties hereto with respect to its subject matter, and any and all prior agreements, understandings or representations with respect to its subject matter are merged herein. This Agreement may be amended and any provision may be waived only by the written agreement of the Parties. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties, provided that Confidential Information of the Disclosing Party may not be assigned by the Recipient without the prior written consent of the Disclosing Party. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be effected, impaired or invalidated thereby. This Agreement may be executed in two or more counterparts or by other electronic means, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.\n IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.\nPYRAMID BREWERIES INC., MAGIC HAT BREWING COMPANY & PERFORMING\nARTS CENTER, INC.,\na Washington corporation a Vermont corporation\nBy (signature): By (signature):\nPrinted Name: Printed Name:\nTitle: Title:\nAddress: 91 South Royal Brougham Way Address: 5 Bartlett Road\n Seattle, WA 98134 South Burlington, VT 05403\nFax: Fax: (802) 658-5788\n", "spans": [ [ 0, 31 ], [ 32, 33 ], [ 33, 307 ], [ 307, 435 ], [ 436, 437 ], [ 437, 631 ], [ 632, 633 ], [ 633, 910 ], [ 911, 912 ], [ 912, 956 ], [ 957, 958 ], [ 958, 1001 ], [ 1001, 1235 ], [ 1235, 1318 ], [ 1318, 1388 ], [ 1388, 1565 ], [ 1565, 2432 ], [ 2433, 2434 ], [ 2434, 2459 ], [ 2459, 2524 ], [ 2524, 2688 ], [ 2689, 2818 ], [ 2818, 2960 ], [ 2960, 3052 ], [ 3052, 3193 ], [ 3193, 3626 ], [ 3627, 3628 ], [ 3628, 3667 ], [ 3667, 3691 ], [ 3691, 3764 ], [ 3764, 3954 ], [ 3954, 4177 ], [ 4177, 4761 ], [ 4761, 4848 ], [ 4848, 5384 ], [ 5384, 5517 ], [ 5517, 5659 ], [ 5660, 5661 ], [ 5661, 5682 ], [ 5682, 6061 ], [ 6062, 6063 ], [ 6063, 6079 ], [ 6079, 6308 ], [ 6309, 6310 ], [ 6310, 6376 ], [ 6376, 6497 ], [ 6497, 6653 ], [ 6653, 6800 ], [ 6800, 7292 ], [ 7293, 7294 ], [ 7294, 7318 ], [ 7318, 7415 ], [ 7415, 7634 ], [ 7634, 7770 ], [ 7771, 7772 ], [ 7772, 7784 ], [ 7784, 8116 ], [ 8117, 8118 ], [ 8118, 8153 ], [ 8153, 8450 ], [ 8450, 8553 ], [ 8553, 8676 ], [ 8677, 8678 ], [ 8678, 8697 ], [ 8697, 8929 ], [ 8929, 9037 ], [ 9037, 9343 ], [ 9343, 9602 ], [ 9602, 9805 ], [ 9806, 9807 ], [ 9807, 9903 ], [ 9904, 9966 ], [ 9967, 9985 ], [ 9986, 10032 ], [ 10033, 10064 ], [ 10065, 10092 ], [ 10093, 10106 ], [ 10107, 10168 ], [ 10169, 10170 ], [ 10170, 10214 ], [ 10215, 10225 ], [ 10225, 10239 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 34 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 47 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 16 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 12, 13, 14, 15 ] }, "nda-19": { "choice": "Entailment", "spans": [ 36 ] }, "nda-12": { "choice": "Entailment", "spans": [ 19, 24, 34 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 48 ] }, "nda-3": { "choice": "Contradiction", "spans": [ 16 ] }, "nda-18": { "choice": "Entailment", "spans": [ 39 ] }, "nda-7": { "choice": "Entailment", "spans": [ 32 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 19, 20, 25 ] }, "nda-13": { "choice": "Entailment", "spans": [ 19, 22 ] }, "nda-5": { "choice": "Entailment", "spans": [ 32 ] }, "nda-4": { "choice": "Entailment", "spans": [ 28, 29 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001001917/000095012308007542/y61533exv99wdw3.htm" }, { "id": 545, "file_name": "1013240_0001047469-04-010350_a2132633zex-10_22.htm", "text": "Exhibit 10.22\nNON-DISCLOSURE, NON-COMPETITION, AND NON-SOLICITATION AGREEMENT\nThis Non-Disclosure, Non-Competition, and Non-Solicitation Agreement (\u201cAgreement\u201d) is entered into effective as of April 1, 2004 (the \u201cEffective Date\u201d), by and between Level 3 Communications, LLC, a Delaware limited liability company (\u201cLevel 3\u201d or the \u201cBuyer\u201d), on the one hand, and ICG Communications, Inc. (the \u201cParent\u201d), a Delaware corporation, and ICG Telecom Group, Inc. (the \u201cCompany\u201d), a Delaware corporation, and for and on behalf of any of their direct or indirect parents, subsidiaries, successors, or Affiliates (collectively referred to as \u201cICG\u201d or the \u201cSellers\u201d), on the other hand.\nRECITALS\nA. The Sellers are engaged in conducting a dial-up ISP business whereby the Sellers provide Internet access and other Internet-related services to Internet service providers and their customers.\nB. The Buyer and Sellers are parties to an Asset Purchase Agreement (the \u201cPurchase Agreement\u201d) dated as of April 1, 2004, pursuant to which Level 3 is purchasing from Sellers certain of Sellers\u2019 assets (the \u201cAcquired Assets\u201d) used or held for use by Sellers in conducting the Sellers\u2019 dial-up ISP business whereby the Company provides dial-up Internet access to Internet service providers and their customers, excluding the Company\u2019s direct Internet access and primary rate interface businesses (the \u201cBusiness\u201d), as more fully described therein. Contemporaneous with this Agreement, Buyer and Sellers are closing and consummating the principal transactions contemplated by the Purchase Agreement.\nC. Sellers acknowledge that the Buyer would not enter into or close the Purchase Agreement without Sellers\u2019 agreement to the terms and conditions of this Agreement, and the execution of this Agreement by Sellers is a condition precedent to the Buyer\u2019s obligation to close under the Purchase Agreement.\nAGREEMENT\nNOW, THEREFORE, in consideration of the Buyer\u2019s execution and delivery of the Purchase Agreement, the closing thereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\nARTICLE 1 NON-DISCLOSURE, NON-COMPETITION AND NON-SOLICITATION\n1.1 Non-Disclosure. Sellers shall not disclose or appropriate for their own use, or for the use of any third party, at any time, any trade secrets or confidential or proprietary information included in or related to the Acquired Assets or the Business as previously operated by Sellers, whether or not developed by Sellers including, without limitation, information pertaining to the customers, vendors, prices, profits, contract terms or operating procedures of Sellers relating to the Business or the Acquired Assets; provided, however, that Sellers may use any such trade secrets and confidential or proprietary information (a) if and to the extent used in their businesses other than the Business and (b) in connection with providing services pursuant to the Transition Services Agreement.\n1.2 Non-Competition. For a period of three (3) years from and after the Effective Date (the \u201cRestrictive Period\u201d), Sellers shall not engage, directly or indirectly, through any other entity or with any person (whether as an owner, shareholder, partner, member, director, officer, employee, agent, investor, or otherwise), in any business activity which is in competition with the Business conducted by Buyer during the Restrictive Period. The foregoing restrictions shall, however, apply only for a one-year period from and after the Effective Date with respect to any successor of any Seller who is not engaged in the same type of business as the Business as of the Effective Date and shall not apply at all with respect to any successor, other than Sellers and any of their Affiliates as of the Effective Date, that is engaged in the same type of business as the Business. Because Sellers\u2019 Business is nationwide, Sellers agree that they will not so compete anywhere in the United States (the \u201cTerritory\u201d). Notwithstanding the foregoing, Sellers may, during the 60-day period following the Effective Date, provide services in the Business to those customers delineated on Schedule 1.02(c) of the Purchase Agreement, subject to and in accordance with Section 5.08 of the Purchase Agreement; provided such services shall be provided solely pursuant to the customer contracts listed on such Schedule 1.02(c) and the amount of such service shall not be materially greater than that provided to such customers by Sellers during the 60-day period prior to the Effective Date.\n1.3 Non-Solicitation. During the Restrictive Period, without the prior written consent of the Buyer (which Buyer may withhold in the exercise of its sole, absolute, and arbitrary discretion), Sellers (including, without limitation, any successors) shall not induce or solicit, directly or indirectly, through any other entity or with any other person, (whether as an owner, shareholder, partner, member, director, officer, employee, agent, investor, or otherwise) any employee of the Buyer or its Affiliates who is involved in the managed modem business conducted by Buyer or any of its Affiliates, including, without limitation, the Business, to terminate the employee\u2019s employment with the Buyer or any such Affiliate.\n1.4 Remedies. Any breach of any of the covenants set forth in this Article 1 would result in irreparable damage to the Buyer. Consequently, and without limiting other remedies which may exist for a breach of this Agreement, the Buyer will have the right to enforce such covenants by obtaining a temporary restraining order, preliminary injunction, and permanent injunction restraining any violation hereof, pending or following a trial on the merits, without posting any bond and in addition to all other remedies available to the Buyer at law or in equity.\n1.5 Reasonableness of Covenants. Sellers acknowledge and agree that the covenants contained in this Agreement are reasonable in all respects, including without limitation their duration and geographic scope. Sellers expressly waive any defenses as to the reasonableness of such covenants in any action between the parties to enforce this Agreement.\n1.6 Certain Definitions. As used in this Agreement:\n(a) \u201cAffiliate\u201d means, with respect to any Person, a Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person; provided that a Person will not be deemed to Control another Person if the only indicia of such Control is voting control of more than 10% but less than 20% of outstanding, publicly traded equity securities of such other Person.\n(b) \u201cControl\u201d (including the terms \u201cControlled by\u201d and \u201cunder common Control with\u201d) means, as used with respect to any Person, possession, directly or indirectly or as a trustee or executor, of power to direct or cause the direction of management or policies of such Person (whether through ownership of voting securities, as trustee or executor, by agreement or otherwise).\n(c) \u201cPerson\u201d means an individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization or other entity.\n(d) Other terms used but not defined herein have the respective meanings given to such terms in the Purchase Agreement.\nARTICLE 2 MISCELLANEOUS\n2.1 Validity. Sellers acknowledge that the Non-Disclosure, Non-Competition and Non-Solicitation covenants set forth in Article 1 are necessary to protect the Buyer from competing efforts and to insure that the Buyer receives the benefits for which it has paid by closing under the Purchase Agreement. If either the Non-Disclosure, Non-Competition or Non-Solicitation provisions contained in this Agreement are held by a court of competent jurisdiction to be unenforceable under applicable law with respect to duration or scope of the agreements, then the Non-Disclosure Agreement, Non-Competition Agreement or Non-Solicitation Agreement, as applicable, will be deemed unenforceable in such part or parts of the Territory for such lesser period of time and for such limited scope as is permissible under applicable law.\n2.2 Waiver. The Buyer\u2019s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision or prevent the Buyer thereafter from enforcing each and every provision of this Agreement.\n2.3 Applicable Law, Jurisdiction, and Venue. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Colorado applicable to agreements made and to be performed wholly within such jurisdiction. The parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of the courts of the State of Colorado and of the United States of America, in each case located in the County of Denver, for any litigation arising out of or relating to this Agreement, and further agree that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in this Agreement shall be effective service of process for any litigation brought against it in any such court. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any litigation arising out of this Agreement in the courts of the State of Colorado or the United States of America, in each case, located in the County of Denver, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such litigation brought in any such court has been brought in an inconvenient forum.\n2.4 Attorney Fees. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to its reasonable attorneys\u2019 fees, costs, expert witness fees and all other disbursements in addition to any other relief to which it or he may be entitled.\n2.5 Modification. This Agreement may not be amended or modified by the parties except by a written agreement executed by both parties.\n2.6 Headings or Captions. Headings or captions contained in this Agreement have been inserted herein only as a matter of convenience and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.\n2.7 Construction. Unless the context of this Agreement clearly requires otherwise: (i) references to the plural include the singular and vice versa; (ii) references to one gender include all genders; (iii) \u201cincluding\u201d is not limiting; (iv) \u201cor\u201d has the inclusive meaning represented by the phrase \u201cand/or\u201d; (v) the words \u201chereof\u201d, \u201cherein\u201d, \u201chereby\u201d, \u201chereunder\u201d and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; (vi) section and clause references are to this Agreement unless otherwise specified; (vii) reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; and (vii) general or specific references to any Law mean such Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, unless the effect thereof is to reduce, limit or otherwise prejudicially affect any obligation or any right, power or remedy hereunder, in which case such amendment, modification, codification or reenactment will not, to the maximum extent permitted by Law, form part of this Agreement and is to be disregarded for purposes of the construction and interpretation hereof.\n2.8 Counterparts. This Agreement may be executed by the parties on any number of separate counterparts, and all such counterparts so executed constitute one agreement binding on all the parties notwithstanding that all the parties are not signatories to the same counterpart.\n2.9 Entire Agreement. This Agreement and the Purchase Agreement and the documents referred to therein constitute the entire agreement among the parties pertaining to the subject matter hereof and supersede all prior agreements, letters of intent, understandings, negotiations and discussions of the parties, whether oral or written.\n2.10 Failure or Delay. No failure on the part of any party to exercise, and no delay in exercising, any right, power or privilege hereunder operates as a waiver thereof; nor does any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. No notice to or demand on any party in any case entitles such party to any other or further notice or demand in similar or other circumstances.\n2.11 Notice. Any notice required or permitted to be given hereunder shall be sufficient if in writing and if hand delivered, sent by overnight courier, or sent by registered or certified mail, postage prepaid, addressed as follows:\nIf to the Buyer: Level 3 Communications, LLC\n1025 Eldorado Blvd.\nBroomfield, Colorado 80021\nAttention: General Counsel\nWith a copy to: Otten, Johnson, Robinson, Neff & Ragonetti, P.C.\n1600 U.S. Bank Tower\n950 Seventeenth Street\nDenver, Colorado 80202\nAttention: Steven E. Segal, Esq.\nIf to Sellers: ICG Communications, Inc.\n161 Inverness Drive West\nEnglewood, Colorado 80112\nAttention: General Counsel\n[Signatures on following page]\nIN WITNESS WHEREOF, Sellers and the Buyer have executed this Agreement effective as of the date first written above.\nICG COMMUNICATIONS, INC.\nBy:\nName:\nTitle:\nICG TELECOM GROUP, INC.\nBy:\nName:\nTitle:\nLEVEL 3 COMMUNICATIONS, LLC\nBy:\nName: Robert M. Yates\nTitle: Senior Vice President and\nAssistant General Counsel\nSignature Page to\n", "spans": [ [ 0, 13 ], [ 14, 77 ], [ 78, 673 ], [ 674, 682 ], [ 683, 877 ], [ 878, 1424 ], [ 1424, 1574 ], [ 1575, 1876 ], [ 1877, 1886 ], [ 1887, 2142 ], [ 2143, 2205 ], [ 2206, 2226 ], [ 2226, 2833 ], [ 2833, 2911 ], [ 2911, 2999 ], [ 3000, 3021 ], [ 3021, 3439 ], [ 3439, 3875 ], [ 3875, 4009 ], [ 4009, 4571 ], [ 4572, 4594 ], [ 4594, 5292 ], [ 5293, 5307 ], [ 5307, 5419 ], [ 5419, 5850 ], [ 5851, 5884 ], [ 5884, 6059 ], [ 6059, 6199 ], [ 6200, 6225 ], [ 6225, 6251 ], [ 6252, 6679 ], [ 6680, 7054 ], [ 7055, 7208 ], [ 7209, 7328 ], [ 7329, 7352 ], [ 7353, 7367 ], [ 7367, 7654 ], [ 7654, 8171 ], [ 8172, 8184 ], [ 8184, 8404 ], [ 8405, 8450 ], [ 8450, 8638 ], [ 8638, 9162 ], [ 9162, 9623 ], [ 9624, 9628 ], [ 9628, 9643 ], [ 9643, 9936 ], [ 9937, 9955 ], [ 9955, 10071 ], [ 10072, 10098 ], [ 10098, 10319 ], [ 10320, 10338 ], [ 10338, 10403 ], [ 10403, 10469 ], [ 10469, 10520 ], [ 10520, 10555 ], [ 10555, 10627 ], [ 10627, 10809 ], [ 10809, 10894 ], [ 10894, 11157 ], [ 11157, 11688 ], [ 11689, 11707 ], [ 11707, 11964 ], [ 11965, 11987 ], [ 11987, 12297 ], [ 12298, 12321 ], [ 12321, 12655 ], [ 12655, 12798 ], [ 12799, 12812 ], [ 12812, 13030 ], [ 13031, 13075 ], [ 13076, 13095 ], [ 13096, 13122 ], [ 13123, 13149 ], [ 13150, 13214 ], [ 13215, 13235 ], [ 13236, 13258 ], [ 13259, 13281 ], [ 13282, 13314 ], [ 13315, 13354 ], [ 13355, 13379 ], [ 13380, 13405 ], [ 13406, 13432 ], [ 13433, 13463 ], [ 13464, 13580 ], [ 13581, 13605 ], [ 13606, 13609 ], [ 13610, 13615 ], [ 13616, 13622 ], [ 13623, 13646 ], [ 13647, 13650 ], [ 13651, 13656 ], [ 13657, 13663 ], [ 13664, 13691 ], [ 13692, 13695 ], [ 13696, 13717 ], [ 13718, 13750 ], [ 13751, 13776 ], [ 13777, 13794 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 12 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 16, 21 ] }, "nda-7": { "choice": "Contradiction", "spans": [ 12 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 12, 13, 14 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001013240/000104746904010350/a2132633zex-10_22.htm" }, { "id": 548, "file_name": "1041550_0001104659-19-001346_a18-42231_6ex10d8.htm", "text": "Exhibit 10.8\nNON-DISCLOSURE AND NON-SOLICITATION AGREEMENT\nTHIS NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT (\u201cAgreement\u201d) is made and entered into, effective as of the date first written below, by and among First Financial Corporation (\u201cFirst Financial\u201d), First Financial Bank, N.A. (\u201cBank\u201d), a wholly-owned subsidiary of First Financial, HopFed Bancorp, Inc. (\u201cHopFed\u201d), Heritage Bank USA, Inc., (\u201cHeritage\u201d), a wholly-owned subsidiary of HopFed, and Billy C. Duvall (\u201cEmployee\u201d). \u201cBanking Organization\u201d shall mean First Financial, the Bank, HopFed, and/or Heritage. \u201cFinancial Institution\u201d shall mean the Bank and/or Heritage. First Financial, the Bank, HopFed, Heritage and Employee may be collectively referenced as the \u201cparties\u201d or individually as a \u201cparty.\u201d\nWHEREAS, pursuant to that certain Agreement and Plan of Merger, dated January 7, 2019, by and between HopFed and First Financial (the \u201cMerger Agreement\u201d), HopFed shall be merged with and into First Financial (the \u201cMerger\u201d) effective as of the date and time provided in the Merger Agreement (the \u201cEffective Time\u201d); and\nWHEREAS, Heritage will be merged into the Bank at the Effective Time or shortly thereafter; and\nWHEREAS, Employee is currently an employee of Heritage and the Bank intends to offer employment to the Employee as an at-will employee to provide services for and on behalf of the Bank immediately upon the Effective Time;\nWHEREAS, as a result of employment with Heritage up to the Effective Time and with the Bank thereafter, Employee had, has and will have access to Confidential Information (as defined below) and may have acquired or will acquire knowledge regarding Confidential Information, including, but not limited to, information regarding Customers or Potential Customers (as defined below), and a Banking Organization could be harmed if such Confidential Information were to be used, divulged or become known to any competitor of a Banking Organization or to any other Person (as defined below) or to any entity outside of a Banking Organization;\nWHEREAS, Employee has developed or may develop contacts and business relationships with Customers or Potential Customers which could be used to the detriment of a Banking Organization and/or to solicit employees away from a Banking Organization; and\nWHEREAS, each Banking Organization desires reasonable protection of its respective confidential business and customer information which such Banking Organization has developed and will develop over the years at substantial expense.\nNOW, THEREFORE, the parties incorporate the above recitals, and in consideration of the mutual promises, covenants and agreements made herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\n1. Consideration/At-Will Employment.\na. This Agreement neither constitutes an employment contract or agreement to Employee for a stated period of time, nor does it alter Employee\u2019s existing employment status.\nb. In consideration of Employee\u2019s promises, covenants and agreements set forth in this Agreement, (i) as of the date of this Agreement and up to the Effective Time Heritage shall maintain Employee\u2019s employment with the compensation and benefits commensurate therewith, and (ii) effective as of the Effective Time, the Bank shall offer or maintain Employee\u2019s employment as an at-will employee with the compensation and benefits commensurate therewith. For avoidance of doubt, following the Effective Time, Bank or Employee can terminate the employment at any time, with or without cause, and with or without prior notice. Employee understands and agrees, upon the Effective Time, that he/she will be an at-will employee of Bank and that this Agreement does not change or affect Employee\u2019s employee-at-will status.\n2. Duties. Employee shall devote his/her full working time and attention to the performance of those services for the Banking Organization which are assigned to him/her from time to time and to perform such services in a faithful, honest and diligent manner and in the best interest of such Banking Organization.\n3. Definitions of Key Terms.\na. \u201cBanking and Financial Services\u201d shall mean those banking and related financial services of a Banking Organization or subsidiary thereof, including but not limited to, checking and savings accounts, health savings accounts, money market accounts, loans, credit cards, cash management services, lines of credit, investment services (such as IRAs, college savings plans, estate planning, investment planning, business planning), and trust services, provided during any period in which Employee served or will serve in any capacity for a Financial Institution and all banking and related financial services substantially similar to such banking and related financial services.\nb. \u201cConfidential Information\u201d shall mean any and all materials, records, data, documents, lists, writings, and information (whether in writing, printed, electronically stored, computerized, on disk or otherwise, including, but not limited to, all copies, summaries, analyses, drafts, and extracts) relating or referring in any manner to trade secrets (as currently defined under applicable law, including, but not limited to, the Indiana Uniform Trade Secrets Act and any amendments or successor statutes) of a Banking Organization, as well as other non-public financial or proprietary information of a Banking Organization including, but not limited to, business reports, business plans, projections, income statements, profit and loss statements, business strategies and/or strategic plans, internal audits, sales information, sales techniques, business costs, product pricing, budgets, research and development, intellectual property, software and/or computer programs, marketing strategies or ideas, marketing plans or materials, business development plans or strategies, records or information relating to customers or account holders, customer lists, inventions, and processes, systems, methods, documentation or devices which are unique or proprietary to the business of or services or products of a Banking Organization. Confidential Information shall not include information that: (i) is or becomes readily or publicly available, not as a result of a violation of this Agreement or other obligation of confidence, directly or indirectly, of the disclosing party; (ii) is developed by other parties, including, but not limited to, subsequent employers of the Employee, independent of the knowledge or resources of the Employee based upon his or her prior access to a Banking Organization\u2019s Confidential Information; (iii) is independently developed after the Employee\u2019s termination of employment without reference to or use of the Confidential Information or materials based thereon; (iv) is based on the Employee\u2019s personal experience, knowledge, enterprise and expertise in the delivery of Banking and Financial Services and which is general knowledge concerning the industry, not specific to a Banking Organization; or (v) is disclosed pursuant to the requirements of a court, administrative agency or other governmental agency.\nc. \u201cCustomers\u201d or \u201cCustomer\u201d shall mean any Person to whom a Banking Organization rendered or provided Banking and Financial Services at any time during the one-year period prior to Employee\u2019s termination of employment with a Financial Institution: (i) with whom Employee had any material contact (either directly or indirectly); (ii) which Employee managed, had responsibility for or regularly serviced while employed by the Financial Institution, provided, however, this shall not be construed to include supervising those who have such a relationship to the Customer; or, (iii) about which Employee obtained Confidential Information.\nd. \u201cEmployees,\u201d \u201cAgents,\u201d and \u201cIndependent Contractors\u201d shall mean any and all persons employed or contracted by a Banking Organization or who were employed or contracted by a Banking Organization, as an employee, agent or independent contractor, within the six (6) month period prior to Employee\u2019s termination of employment with either Financial Institution.\ne. \u201cPerson\u201d shall mean any individual, partnership, corporation, organization, bank, credit union, firm, association, limited liability company, trust, joint venture, company or other entity, body, agency or department thereof.\nf. \u201cPotential Customer\u201d shall mean any Person that Employee directly solicited, targeted or specifically identified as a prospective or potential customer, or about which Employee obtained information on behalf of a Banking Organization for purposes of directly soliciting, targeting or specifically identifying as a prospective or potential customer, during the one (1) year period prior to Employee\u2019s termination of employment with either Financial Institution.\ng. \u201cSolicit\u201d, \u201cSolicited\u201d or \u201cSolicitation\u201d means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, inducing, encouraging, enticing, or requesting either expressly or implicitly, any Person, in any manner, to take or refrain from taking action, provided, however, this definition does not include communications initiated by Customers or Potential Customers of their own initiative, without prompting or encouragement by Employee or anyone acting on Employee\u2019s behalf.\n4. Non-Disclosure of Confidential Information. During the course of Employee\u2019s employment with a Financial Institution, Employee agrees that Employee has or will continue to become knowledgeable about, or come to be in possession of, Confidential Information. If such Confidential Information were to be divulged or become known to any competitor of a Banking Organization, or to any other Person outside of a Banking Organization, or if Employee were to consent to be employed by any competitor of a Banking Organization, or to engage in competition with a Banking Organization, such Banking Organization will be harmed. In addition, Employee has or may develop relationships with Customers or Potential Customers so that the Confidential Information could be used to Solicit the business of such Customer or Potential Customer away from a Banking Organization.\nEmployee shall not, directly or indirectly, use any Confidential Information for any purpose other than the benefit of a Banking Organization, and shall not directly or indirectly, disclose, communicate, deliver, exhibit or provide any Confidential Information to any Person, except other Employees or Agents of a Banking Organization who have a need to know such Confidential Information for a proper corporate or business purpose, as required in the normal course of Employee\u2019s service as an employee. Nothing in this Section 4, or any other provision of this Agreement, shall be construed to prohibit Employee from reporting conduct to, providing truthful information to, or participating in any investigation or proceeding brought or conducted by any federal or state government agency or self-regulatory organization.\nEmployee specifically acknowledges that the Confidential Information, whether reduced to writing or maintained electronically or in the mind or memory of Employee and, whether compiled by a Banking Organization and/or the Employee, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been put forth by each Banking Organization to maintain the secrecy of such information, that such information is the sole property of such Banking Organization and that any retention and/or use of such information during or after Employee\u2019s employment with either Financial Institution (except in the course of performing the Employee\u2019s duties of employment with a Financial Institution and except as otherwise set forth above) constitutes a misappropriation of a Banking Organization\u2019s Confidential Information.\nEmployee agrees that all Confidential Information and all records, documents and materials relating to all Confidential Information (including all copies thereof) shall be and remain the sole and exclusive property of a Banking Organization, and upon Employee\u2019s termination of employment, all such Confidential Information, whether in paper or electronic form, shall be returned to a Financial Institution in good condition, without Employee retaining a copy thereof, including, but not limited to, retaining an electronic copy on any electronic device regardless of whether such device is owned by Employee. At a Financial Institution\u2019s request, Employee shall provide written verification, under the penalties for perjury, of his/her compliance with this covenant.\n5. Non-Solicitation of Customers and Potential Customers. Employee acknowledges and agrees that by virtue of Employee\u2019s position with a Banking Organization, Employee has or will have advantageous familiarity and personal contacts with Customers and Potential Customers and will have advantageous familiarity with the business operations and affairs of a Banking Organization. Employee further acknowledges and agrees that Employee has been or will be placed in a position that, were Employee to leave a Financial Institution to compete with the business of a Banking Organization, such entity from which the Employee departed would, upon violation of this Agreement, suffer irreparable harm and financial loss, as well as lost goodwill and Confidential Information. Therefore, in consideration of the covenants of all Financial Institutions contained herein, Employee agrees that during Employee\u2019s employment with a Financial Institution, and for a period of one (1) year immediately following the termination of Employee\u2019s employment with a Financial Institution (\u201cRestriction Period\u201d), for whatever reason and regardless of how Employee\u2019s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee\u2019s own benefit or the benefit of any other Person:\na. Solicit, divert, or take away (or attempt to Solicit, divert or take away) any Banking and Financial Services to or from any Customer or Potential Customer; or\nb. advise, persuade or induce (or attempt to advise, persuade or induce) any Customer or Potential Customer to terminate, reduce, limit, or change the Customer\u2019s services or business relationship, or the Potential Customer\u2019s contemplated services or business relationship, with a Financial Institution; or\nc. directly provide Banking and Financial Services to, or directly accept Banking and Financial Services from, any Customer or Potential Customer.\nThis Agreement is not intended to prevent Employee from accepting employment with an organization that competes with the Banking Organizations by offering Banking and Financial Services to Customers or Potential Customers. The Parties acknowledge that Employee may be associated with such an Organization and that such association may place Employee in a senior or supervisory role to those in the organization that have contact with Customers or Potential Customers. Employee shall not be in violation of this Agreement merely by engaging in such a role, which may include:\na. supervising those who provide Banking and Financial Services to Customers or Potential Customers;\nb. engaging in credit review, underwriting, loan approval, or financial analysis of a Customer or Potential Customer\u2019s business as a part of a supervisory or management role, so long as such activity does not require the disclosure of Confidential Information, direct contact with the Customer or Potential Customer, or the disclosure of Employee\u2019s role to the Customer or Potential Customer;\nc. performing or supervising those that perform data processing, accounting, rate review, document review or similar \u201cback room\u201d services related to a Customer or Potential Customer so long as the services do not require the disclosure of Confidential Information or contact with the Customer or Potential Customer.\n6. Non-Solicitation of Employees and Others. In consideration of the covenants of all Financial Institutions contained herein, Employee agrees that during Employee\u2019s employment with a Financial Institution, and for a period of two (2) years immediately following the termination of Employee\u2019s employment with a Financial Institution, for whatever reason and regardless of how Employee\u2019s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee\u2019s own benefit or the benefit of any other Person:\nc. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Employee to terminate his or her employment with a Banking Organization, or offer or provide employment (whether such employment is with Employee or any other Person) either on a full-time or part-time, consulting or Independent Contractor basis; or\nd. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Independent Contractors or Agents to terminate their contract or relationship with a Banking Organization or discontinue providing services to a Banking Organization and/or Customers; or\ne. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any suppliers, vendors or others who were supplying services or goods to a Banking Organization during the one year period prior to Employee\u2019s termination, to terminate, reduce, limit or change their business or relationship with a Banking Organization.\n7. Tolling of Covenants. Employee acknowledges that a Banking Organization is entitled to the full post-termination restrictions on the activities set forth in Sections 5 and 6, as applicable. Therefore, in the event any of the provisions of these Sections are breached by Employee, the commencement of the applicable post-termination restriction will not begin until Employee is in full compliance with Section 5 and/or 6.\n8. Severability/Blue Pencil. Each of the provisions of this Agreement, including, but not limited to, the restrictive covenants in Sections 5 and 6, are distinct and severable, notwithstanding that the covenants may be set forth in one section for convenience. If any provision of this Agreement shall be determined to be invalid, illegal or unenforceable in whole or in part, for any reason, neither the validity of the remaining part of such provision nor the validity of any other provision of this Agreement shall in any way be affected. Should any particular restrictive covenant, provision or clause of this Agreement be held unreasonable or unenforceable for any reason, including without limitation, the time period, geographic area and/or scope of activity covered by such covenant, provision or clause, the parties acknowledge and agree that such covenant, provision or clause shall be given effect and enforce to whatever extent would be\nreasonable and enforceable under applicable law. The parties expressly authorize a court of competent jurisdiction to modify or revise such provision to limit the covenants to cover the maximum period of time, range of activities or other restrictions as would be enforceable under Indiana law.\n9. Available Relief. Employee agrees that a Banking Organization, or its successor or assigns, will suffer irreparable damage and injury and will not have an adequate remedy at law in the event of any breach by Employee of any provision of Sections 4, 5 or 6, herein. Accordingly, in the event of a breach or of a threatened or attempted breach by Employee of Sections 4, 5, or 6, in addition to all other remedies to which a Banking Organization is entitled under law, in equity, or otherwise (including, but not limited to, monetary damages), a Banking Organization or its assigns and successors, shall be entitled to a temporary restraining order and/or preliminary or permanent injunction (without the necessity of showing any actual damage) or a decree of specific performance and no bond or other security shall be required in that connection.\n10. Enforcement/Attorneys\u2019 Fees. In any action that is brought to enforce or interpret this Agreement, the prevailing party or its assigns and successors, shall be entitled to recover their reasonable attorneys\u2019 and paralegal fees and expenses incurred in connection therewith. If a Banking Organization or its assigns and successors, institute any action or proceeding to enforce the provisions of this Agreement, Employee hereby waives all claims or defenses that a Banking Organization or its assigns and successors, have an adequate remedy at law, and Employee shall not urge in any such action or proceeding the claim or defense that such a remedy at law exists.\n11. Assignments; Successors and Assigns. The rights and obligations of Employee hereunder are not assignable or delegable by Employee, and any prohibited assignment or delegation will be null and void. The Banking Organization may, without the consent of the Employee, assign this Agreement to any successor or in connection with any merger, consolidation, share exchange, combination, sale of stock or assets or similar transaction. The provisions hereof shall inure to the benefit of and be binding upon the successors and assigns of a Banking Organization.\n12. Governing Law. This Agreement shall be interpreted under, subject to and governed by the laws of the State of Indiana, without consideration of the choice of law principles thereof, and all questions concerning its validity, construction and administration shall be determined in accordance with Indiana law.\n13. Entire Agreement/Modification/Waiver. This Agreement constitutes the entire agreement among the parties relating to the subject matter hereof and expressly supersedes any prior agreements between the parties relating to the subject matter hereof. This Agreement shall not be terminated, amended or modified without the prior written consent of the Bank\u2019s President and Chief Executive Officer and Employee. No failure or delay by a Banking Organization in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any waiver by a Banking Organization under this Agreement operate or be construed as a continuing waiver or a waiver of any subsequent breach or noncompliance hereunder. No single or partial exercise of any right or remedy by a Banking Organization shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver by a Banking Organization under this Agreement shall be in writing and signed by the Bank\u2019s President and Chief Executive Officer. A waiver shall operate only as to the specific term or condition waived and will not constitute a waiver for the future or act on anything other than that which is specifically waived.\n14. \u201cNo-Defense\u201d Provision. The covenants set forth in this Agreement are essential terms and conditions to a Banking Organization employing or continuing to employ Employee, and shall be construed as independent of any other obligations or agreements between Employee and a Banking Organization. The existence of any claim or cause of action Employee may have against a Banking Organization, including, but not limited to, the alleged material breach by a Banking Organization of any agreement with Employee, shall not constitute a defense to the enforcement by a Banking Organization of the covenants and obligations in this Agreement and shall not relieve Employee of his or her obligations under this Agreement.\n15. Jurisdiction and Venue. The parties agree that all suits, actions, proceedings, litigation, disputes, or claims relating to or arising out of this Agreement shall be filed and tried in the Superior or Circuit Court, as appropriate, of Vigo County, Indiana, or the United States District Court for the Southern District of Indiana, Terre Haute Division. In this regard, the parties hereby: (a) agree that venue shall be such stated courts; (b) irrevocably consent to service of process and to the jurisdiction and venue of such courts; and (c) irrevocably waive any claim of inconvenient forum if any such suit, claim, proceeding, litigation, dispute, or claim has been filed, brought, or made in any of such courts.\n16. Construction. This Agreement is the result of negotiations between the parties, and no party shall be deemed to be the drafter of this Agreement; accordingly, this Agreement shall be interpreted and construed without any presumption or inference based upon or against the party causing this Agreement to be prepared. The language of this Agreement shall in all cases be construed as a whole, according to its fair meaning and not strictly for or against any party.\n17. Review and Consultation. Employee acknowledges and agrees that he/she has read this Agreement in its entirety prior to executing it, understands the provisions and effects of this Agreement, and has consulted with or had the opportunity to consult with an attorney or other advisers as he/she deemed appropriate in connection with the execution of this Agreement.\n18. Section Headings. Section headings are inserted into this Agreement for convenience only and shall not affect any construction or interpretation of this Agreement.\n19. Reasonableness. Employee agrees and acknowledges that the covenants, restrictions and obligations set forth in this Agreement, including Sections 5 and 6, are reasonable and necessary to protect a Banking Organization. Employee agrees that the covenants, restrictions and obligations will not affect Employee\u2019s ability to make a living.\n20. Counterparts. This Agreement may be executed in any number of identical counterparts, each of which shall be deemed a duplicate original but all of which shall constitute one and the same agreement. The parties agree that signatures transmitted by facsimile or other electronic means are acceptable the same as original signatures for the execution of the Agreement.\n21. Miscellaneous. Any change in Employee\u2019s duties, responsibilities, title, position, compensation, or status, with a Financial Institution will not affect the validity or enforceability of this Agreement.\n22. Representations. Employee represents and warrants that he/she is not a party to an agreement with his or her prior employer(s) (other than Heritage or HopFed) or any other Person that prohibits Solicitation of business or competing with that employer or other Person. Employee affirms and represents that performance of his/her job duties and responsibilities for a Financial Institution does not, and will not, breach any agreement or covenant not to Solicit business, compete in business, or keep in confidence proprietary or confidential information acquired in confidence or in trust prior to Employee\u2019s employment with a Financial Institution. Employee further represents that he/she has not retained any documents or information relating to Employee\u2019s prior employers (other than Heritage or HopFed) that may be considered confidential or proprietary information and that Employee has not disclosed or used, and will not disclose or use, any information relating to his or her prior employer(s) in connection with Employee\u2019s employment with a Financial Institution.\n23. Return of Property. Upon termination of Employee\u2019s employment, Employee shall immediately return to the Bank (if subsequent to the Effective Time) or Heritage (if prior to the Effective Time), all Banking Organizations documents and property, including, but not limited to, Confidential Information, computer discs, manuals, reports, files, memoranda, records, door and file keys, passwords and access codes, and any other physical or tangible things that Employee received, prepared, or helped prepare in connection with the Employee\u2019s employment, and Employee shall not retain any copies, duplicates, reproductions or excerpts thereof. At the Bank\u2019s or Heritage\u2019s request, Employee shall provide written verification under the penalties for perjury of his/her compliance with this covenant.\n24. Survival. Except as set forth below, the covenants in Sections 4, 5, 6 and 23 shall survive the termination of Employee\u2019s employment with a Financial Institution regardless of the reason for termination. If the Merger is not consummated and the Merger Agreement is terminated, Sections 4, 5, 6 and 23 shall survive with respect to First Financial and the Bank, but shall not survive with respect to HopFed or Heritage.\n[Signature Page to Follow]\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated below.\nFIRST FINANCIAL CORPORATION\nBy: /s/ Norman L. Lowery Date: January 7, 2019\nPrinted Name: Norman L. Lowery\nTitle: President & CEO\nFIRST FINANCIAL BANK, N.A.\nBy: /s/ Norman L. Lowery Date: January 7, 2019\nPrinted Name: Norman L. Lowery\nTitle: President & CEO\nHOPFED BANCORP, INC.\nBy: /s/ John E. Peck Date: January 7, 2019\nPrinted Name: John E. Peck\nTitle: President/CEO\nHERITAGE BANK USA, INC.\nBy: /s/ John E. Peck Date: January 7, 2019\nPrinted Name: John E. Peck\nTitle: President/CEO\nEMPLOYEE\nPrinted Name: Billy C. Duvall Date: January 7, 2019\nSignature: /s/ Billy C. 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(\"MDI\"), whose address is 201 Ann Street, 5th Floor, Hartford, Connecticut 06103 and Scientific Games Corporation (\"Scientific Games\") whose address is 750 Lexington Avenue, 25th Floor, New York, New York 10022.\nW I T N E S S E T H:\n WHEREAS, in connection with the analyses of a possible negotiated transaction between MDI and Scientific Games (collectively, the \"Companies\"), each of the Companies has requested or will request certain oral and written information concerning the other Company from the officers, directors, employees and/or agents of the respective Companies (collectively, the \"Evaluation Material\").\n NOW, THEREFORE, in consideration of the premises, each of which is made a contractual part hereof, MDI and Scientific Games agree in consideration of furnishing the other party with the Evaluation Material (it being understood that the parties are also agreeing to cause such of their respective affiliates, representatives and agents, including but not limited to, investment bankers, attorneys and accountants, which are provided with the Evaluation Material to comply with the provisions hereof):\n (1) The Evaluation Material will be used solely for the purpose of evaluating a possible transaction between the Companies and not in any way directly or indirectly detrimental to the Companies (competitively or otherwise), and unless and until the parties have completed a transaction pursuant to a formal contractually binding agreement (\"Definitive Agreement\"), such information will be kept confidential, except that each party may disclose the Evaluation Material or portions thereof to those of its directors, officers, employees, consultants, advisors and professional representatives (the persons to whom such disclosure is permissible being collectively called \"Representatives\") in each case who need to know such information for the purpose of evaluating a possible transaction between the Companies; provided, however, that prior to disclosing the Evaluation Material or any portion thereof to any of such Representatives, the disclosing party will secure the undertaking of its Representative to be bound by the terms of this Confidentiality Agreement to the same extent that the disclosing party is bound by this Agreement. Each party agrees to be responsible for any breach of this Agreement or such undertaking by it or its Representatives. In the event that either party or any of its Representatives become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Evaluation Material, such party shall provide the other party with prompt prior written notice of such requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or that the other party waives compliance with the provisions hereof, the disclosing party agrees to furnish only that portion of the Evaluation Material which it is advised by written opinion of its counsel is legally required and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Evaluation Material.\n (2) The term \"Evaluation Material\" does not include any information which (i) at the time of disclosure or thereafter is generally available to and known by the public (other than in the case of Evaluation Material for Scientific Games as a result of a disclosure directly or indirectly by MDI or its Representatives and in the case of Evaluation Material for MDI as a result of a disclosure directly or indirectly by Scientific Games or its Representatives), (ii) was or becomes available to Scientific Games or MDI on a nonconfidential basis from a source other than the other party or its advisors, provided that such source is not and was not bound by a confidentiality agreement with or for the benefit of the party with respect to whom the information pertains, or (iii) was in the possession of the disclosing party prior to the date of this Agreement and was obtained by such party without the breach, directly or indirectly, by such party or any other person of any obligation or duty owed to the party with respect to whom the information pertains.\n (3) If a transaction between the Companies is not consummated or if either party at any time so requests, each party will promptly return to the other party all copies of the Evaluation Material in its possession or in the possession of its Representatives, and each party will destroy all copies of any analyses, compilations, studies or other documents prepared by it or for its use containing or reflecting any Evaluation Material.\n (4) Without the prior written consent of the other party, each party will not, and will cause its Representatives not to, disclose to any person either the status of the investigations, discussions or negotiations taking place concerning a possible transaction between the parties, or that either party has requested or received Evaluation Material from the other party or any of the terms, conditions or other facts with respect to any such possible transaction except as disclosed in that certain letter of intent between the parties dated February 25, 2002. The term \"person\" as used in this Agreement will be interpreted broadly to include, without limitation, any corporation, company, partnership or individual. The obligations of Scientific Games and MDI under this paragraph (4) shall be subject to their disclosure obligations under federal and state securities laws.\n (5) It is understood that each party will arrange for appropriate contacts for due diligence purposes. It is further understood that all (i) communications regarding the possible negotiated transaction contemplated hereby, (ii) requests for additional information, (ii) requests for facility tours or management meetings and (iv) discussions or questions regarding procedures, will be submitted or directed, in the case of Scientific Games, to Mr. Martin E. Schloss or Mr. C. Gray Bethea, Jr., and in the case of MDI, to Steve M. Saferin or Kenneth M. Przysiecki.\n (6) Each party understands and acknowledges that the other party is making no representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material, and neither the disclosing party, nor any of its respective officers, directors, employees, stockholders, affiliates or agents will have any liability to the other party or any other person resulting from such other party's use of the Evaluation Material. Only those representations or warranties that are made to MDI or Scientific Games, as the case may be, in a Definitive Agreement when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such Definitive Agreement, will have any legal effect.\n (7) Each party also understands and agrees that no contract or agreement providing for any transaction shall be deemed to exist between the parties unless and until a Definitive Agreement has been executed and delivered, and each party hereby waives, in advance, any claims (including, without limitation, breach of contract) in connection with or involving the other party or any of its businesses based on the purported existence of any such contract or agreement unless and until and only to the extent that the parties shall have entered into a Definitive Agreement with respect to which a breach is alleged. Each party also agrees that unless and until a Definitive Agreement between the parties with respect to a negotiated transaction has been executed and delivered, neither of the parties nor their stockholders has any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this Agreement or any other written or oral expression with respect to such transaction except, in the case of this Agreement, for the matters specifically agreed to herein. For purposes of this paragraph, the term \"Definitive Agreement\" does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or verbal acceptance of an offer or bid on the part of either party. Each party further understands that (i) each party shall be free to negotiate for or with respect to any transaction respecting itself or any or all of its business as such party in its sole discretion shall determine (including, without limitation, negotiating with any of prospective merger partners, sellers or buyers and entering into a Definitive Agreement respecting any thereof without prior notice to the other party or any other person) and (ii) each party shall not have any claims whatsoever against the other party, or any of such other party's respective directors, officers, stockholders, affiliates or agents arising out of or relating to any such transaction (other than those as against the parties to a Definitive Agreement with you in accordance with the terms thereof). Neither this paragraph nor any other provision in this Agreement can be waived or amended except by written consent of the party which is sought to be bound, which consent shall specifically make such waiver or amendment.\n (8) Each party agrees that the other party shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Agreement, in addition to all other remedies available to the other part at law or in equity.\n (9) It is further understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\n This Agreement is for the benefit of the parties and will be governed by and construed in accordance with the laws of the State of Delaware. The obligations of the parties under this Agreement will expire three (3) years from the date of this Agreement.\n IN WITNESS WHEREOF, the undersigned, by their duly authorized officers have caused this Agreement to be executed as of the date first written above.\nSCIENTIFIC GAMES CORPORATION\nBy: /s/ MARTIN E. SCHLOSS\n Name: Martin E. Schloss\n Title: Vice President\n MDI ENTERTAINMENT, INC.\nBy: /s/ STEVEN M. SAFERIN\n Name: Steven M. Saferin\n Title: Chief Executive Officer\n", "spans": [ [ 0, 26 ], [ 27, 51 ], [ 52, 53 ], [ 53, 444 ], [ 445, 465 ], [ 466, 467 ], [ 467, 853 ], [ 854, 855 ], [ 855, 1354 ], [ 1355, 1356 ], [ 1356, 2494 ], [ 2494, 2613 ], [ 2613, 3086 ], [ 3086, 3512 ], [ 3513, 3514 ], [ 3514, 3588 ], [ 3588, 3974 ], [ 3974, 4285 ], [ 4285, 4572 ], [ 4573, 4574 ], [ 4574, 5008 ], [ 5009, 5010 ], [ 5010, 5108 ], [ 5108, 5565 ], [ 5565, 5728 ], [ 5728, 5793 ], [ 5793, 5886 ], [ 5887, 5888 ], [ 5888, 5991 ], [ 5991, 6025 ], [ 6025, 6111 ], [ 6111, 6153 ], [ 6153, 6213 ], [ 6213, 6451 ], [ 6452, 6453 ], [ 6453, 6898 ], [ 6898, 7186 ], [ 7187, 7188 ], [ 7188, 7801 ], [ 7801, 8281 ], [ 8281, 8536 ], [ 8536, 8572 ], [ 8572, 8986 ], [ 8986, 9326 ], [ 9326, 9547 ], [ 9548, 9549 ], [ 9549, 9824 ], [ 9825, 9826 ], [ 9826, 10149 ], [ 10150, 10151 ], [ 10151, 10292 ], [ 10292, 10404 ], [ 10405, 10406 ], [ 10406, 10554 ], [ 10555, 10583 ], [ 10584, 10609 ], [ 10610, 10611 ], [ 10611, 10634 ], [ 10635, 10636 ], [ 10636, 10643 ], [ 10643, 10657 ], [ 10658, 10659 ], [ 10659, 10682 ], [ 10683, 10708 ], [ 10709, 10710 ], [ 10710, 10733 ], [ 10734, 10735 ], [ 10735, 10765 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 20 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 22, 23 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Contradiction", "spans": [ 51 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 20 ] }, "nda-3": { "choice": "Entailment", "spans": [ 6 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 10 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 12 ] }, "nda-13": { "choice": "Entailment", "spans": [ 15, 17 ] }, "nda-5": { "choice": "Entailment", "spans": [ 10 ] }, "nda-4": { "choice": "Entailment", "spans": [ 10 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001045080/000104746902004620/a2094681zex-99_d5.htm" }, { "id": 551, "file_name": "1046880_0001193125-11-323050_d262064dex992.htm", "text": "STRICTLY CONFIDENTIAL\nOctober 7, 2011\nRussian Standard Vodka\nPulkovskoye Shosse, 46/2,\nSaint-Petersburg,\n196140, Russia\nAttention: Ilya Blinov\n General Manager\n Russian Standard Vodka\nDear Mr. Blinov:\nCONFIDENTIALITY AGREEMENT\nThis Confidentiality Agreement (this \u201cAgreement\u201d) is dated as of October 7, 2011 by and between Russian Standard Vodka (the \u201cReceiving Party\u201d) and Central European Distribution Corporation (together with its subsidiaries, the \u201cCompany\u201d).\n1. Confidential Information; Representatives. (a) The Receiving Party has indicated interest in cooperation possibilities, and, in order to assist the Receiving Party in evaluating such cooperation, the Company is prepared to make available to the Receiving Party certain information concerning the business, operations, strategy and prospects of the Company (all such information, the \u201cConfidential Information\u201d). As a condition to the Confidential Information being furnished to the Receiving Party and the directors, officers, partners, members, employees, agents, consultants, related investment funds, advisors, attorneys, accountants, affiliates, potential sources of capital and financing, financial advisors and other persons with whom the Receiving Party plans to work with respect to a potential cooperation (only those who receive the Confidential Information and are acting on Recipient\u2019s behalf or in conjunction with the Recipient with respect to a potential cooperation possibility, collectively, \u201cRepresentatives\u201d of the Receiving Party), the Receiving Party agrees to treat the Confidential Information in accordance with the provisions of this Agreement.\n(b) The term \u201cConfidential Information\u201d shall include, without limitation, any and all information concerning the Company and its business, operations, strategy or prospects that is furnished to the Receiving Party or its Representatives by or on behalf of the Company and identified as confidential, whether furnished on or after the date of this Agreement, including, without limitation, any written analyses, business or strategic plans, compilations, studies, data, reports, interpretations, projections, forecasts, records, notes, copies, excerpts, memoranda, documents or other materials (in whatever form maintained or conveyed, whether documentary, computerized form or otherwise), that contain or otherwise reflect information concerning the Company or its business, operations, strategy or prospects prepared by or on behalf of the Receiving Party or any of the Receiving Party\u2019s Representatives or that otherwise reflect any conversations with Company Representatives (as defined below) describing or relating thereto. For any information transmitted orally to be deemed \u201cConfidential Information\u201d, it must be memorialized in writing, identified as confidential and provided to the Receiving Party in written form within five days of its disclosure to the Receiving Party. The Company acknowledges and agrees that neither it nor any of its Representatives have provided nonpublic information with respect to the Company to the Receiving Party prior to the execution and delivery of this Agreement.\n2. Excluded Information. The Confidential Information shall not include information that (a) is or becomes available to the public other than as a result of acts by the Receiving Party in breach of the terms of this Agreement, (b) was in the Receiving Party\u2019s or its Representatives\u2019 possession nor to disclosure by the Company, (c) is disclosed to the Receiving Party or its Representatives by a third party not known by the Receiving Party or its Representatives to be bound by any duty or obligation of confidentiality on a non-confidential basis to the Company with regards to the information or (d) is independently developed by you or your Representatives without violating your obligations under this Agreement.\n3. Limitations on Use and Disclosure of Confidential Information. (a) The Receiving Party shall, and shall direct its Representatives to, keep the Confidential Information in confidence and shall not disclose any of the Confidential Information in any manner whatsoever; provided, however, that (i) the Receiving Party may make any disclosure of information contained in the Confidential Information to which the Company gives its prior written consent, and (ii) any information contained in the Confidential Information may be disclosed to the Receiving Party\u2019s Representatives who reasonably require access to such information for the purpose of evaluating a possible cooperation and who agree to keep such information in confidence to the same extent as described herein. The Receiving Party shall be responsible for any breach of the terms of this Agreement by the Receiving Party or the breach of the terms of this Agreement applicable to Representatives by any of its Representatives.\n(b) The Receiving Party agrees that, for a period of one (1) year from the date of this Agreement, the Receiving Party shall not use the Confidential Information to (i) divert or attempt to divert any known business or customer of the Company or (ii) solicit for employment, or initiate contact for employment with, any known employee of the Company; provided, however, nothing will prohibit: (i) recruiting efforts that are not based on confidential information or general advertisement or other recruiting efforts not specifically targeting employees of the Company and the hiring as a result, (ii) the solicitation and hiring of any individual who is no longer employed by the Company at the time of such solicitation or hiring and (iii) the hiring by you of anyone who initiates contact with you regarding such employment.\n4. Non-Disclosure of Existence of Negotiations. Without the prior written consent of the other party or except as may be required by applicable law or regulation or other legal process, neither the Receiving Party or its Representatives nor the Company or its Company Representatives (defined below) shall disclose to any person that any discussions or negotiations are taking place between the parties concerning a possible Transaction, including the content and status of such discussions or negotiations (the \u201cDiscussion Information\u201d). With respect to the Receiving Party, the foregoing shall not apply to persons with which the Receiving Party plans to work for the purpose of a possible cooperation in the context of its discussions with the Company.\n5. No Representations by the Company. The Company will have the exclusive authority to decide what Confidential Information (if any) is to be made available to the Receiving Party and its Representatives, provided, that the Receiving Party may decline to receive Confidential Information at any time for any reason. Neither the Company nor any of its directors, officers. employees, agents, consultants, advisors, attorneys, accountants and affiliates (collectively, the \u201cCompany Representatives\u201d) will be under any obligation to make any particular Confidential Information available to the Receiving Party or any of the Receiving Party\u2019s Representatives or to supplement or update any Confidential Information previously furnished. Neither the Company nor any of the Company Representatives has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information, and neither the Company nor any of the Company Representatives will have any liability to the Receiving Party or to any of the Receiving Party\u2019s Representatives relating to or resulting from the use of any Confidential Information or any inaccuracies or errors therein or omissions therefrom, absent fraud or willful misconduct. Only those representations and warranties (if any) that are included in any final definitive written agreement that provides for the consummation of a negotiated transaction between the Receiving Party and the Company and is validly executed on behalf of the Receiving Party and the Company will have legal effect.\n6. Return of Confidential Information. Promptly upon the written request of the Company, the Receiving Party will return or destroy, at its sole option, all copies of the Confidential Information to the Company, and all notes, studies, reports, memoranda and other documents prepared by the Receiving Party or its Representatives that contain or reflect to a substantial degree any Confidential Information. Notwithstanding the return to the Company or destruction of Confidential Information pursuant to this Section 6, the Receiving Party and its Representatives will continue to be bound by their confidentiality obligations and other obligations under this Agreement for the term hereof. Notwithstanding the foregoing, any return or destruction is subject to law, regulation and internal document retention policies.\n7. Disclosure Pursuant to Law, Regulation, Subpoena or Court Order. In the event that the Receiving Party or anyone to whom it discloses the Confidential Information receives a request to disclose all or any part of the Confidential Information or Discussion Information under the terms of a subpoena or other order issued by a court of competent jurisdiction or by another governmental agency or as otherwise required pursuant to law, regulation or other legal process, the Receiving Party shall (if legally practicable or permitted) (a) promptly notify the Company of the existence, terms and circumstances surrounding such a request, (b) consult with the Company on the advisability of taking steps to resist or narrow such request, (c) if disclosure of such Confidential Information or Discussion Information is required, furnish only such portion of the Confidential Information or Discussion Information as the Receiving Party is advised by outside legal counsel is legally required to be disclosed and (d) take commercially reasonable efforts to cooperate with the Company (at the Company\u2019s expense) in its efforts to obtain a protective order or other relief to prevent the disclosure of the Confidential Information or Discussion Information or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information or Discussion Information, as applicable, that is required to be disclosed. Notwithstanding the foregoing, the Receiving Party or its Representatives will be permitted to disclose the Confidential Information or any portion thereof upon the routine request of any government or regulatory body having or claiming to have authority to regulate or oversee any aspect of your or your Representatives\u2019 business of that of its affiliates, provided that they shall advise the governmental or regulatory body of the confidential nature of such information.\n8. Definitive Agreement. Unless and until a definitive written agreement between the Receiving Party and the Company with respect to a possible cooperation has been executed and delivered, neither the Receiving Party nor the Company will be under any legal obligation of any kind whatsoever with respect to such cooperation by virtue of this or any other written or oral expression by either of them or their Representatives except, in the case of this Agreement, for the matters specifically agreed to herein.\n9. Remedies. Each party acknowledges that in the event of any breach of the terms of this Agreement, the other party may not be made whole by monetary damages only. Accordingly, each party, in addition to any other remedy to which it may be entitled in law or in equity, shall be entitled to seek, at its sole expense, an injunction (which shall include a temporary restraining order) to prevent breaches of the terms of this Agreement.\n10. Communications. Without the Company\u2019s prior written consent, which may be withheld by the Company in its sole discretion, the Receiving Party shall not (and shall direct its Representatives not to) initiate (other than through the Company\u2019s financial and legal advisors, as designated by the Company in writing and other than contacts made or initiated in the ordinary course of business) any (a) communication concerning the Confidential Information, (b) requests for meetings with management of the Company in connection with the possible cooperation between the parties or (c) communication relating to the business of the Company or its affiliates or the possible cooperation, in each case, with any officer, director or employee of the Company or any of its affiliates. The foregoing shall not apply to communication with the Chief Executive Officer of the Company Bill Carey.\n11. Securities Laws. The Receiving Party acknowledges that it is aware and that the Receiving Party and its Representatives have been advised that the United States securities laws may prohibit any person having non-public material information about a company from purchasing or selling securities of that company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Notwithstanding the foregoing or anything to the contrary in this Agreement, the Company acknowledges and agrees that this Agreement is in no way intended to restrict Receiving Party\u2019s (or its Representatives\u2019) ability to trade in securities or instruments (whether physical or derivative) of the Company or any of its affiliates or subsidiaries.\n12. Entire Agreement; Amendments. This Agreement represents the entire understanding and agreement of the parties hereto with respect to the matters contained herein, and may be amended, modified or waived only by a separate writing executed by the Receiving Party and the Company expressly so amending, modifying or waiving this Agreement. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns.\n13. No Waiver. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\n14. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to the laws of conflict of laws. The Receiving Party and its Representatives: (a) irrevocably and unconditionally consent and submit to the jurisdiction of the state and federal courts located in the State of New York for purposes of any action, suit or proceeding arising out of or relating to this Agreement: (b) agree that service of any process, summons, notice or document by U.S. registered mail to the address set forth at the end of this Agreement shall be effective service of process for any action, suit or proceeding brought against the Receiving Party or any of its Representatives; (c) irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in any state or federal court located in the State of New York; and (d) irrevocably and unconditionally waive the right to plead or claim, and irrevocably and unconditionally agree not to plead or claim, that any action, suit or proceeding arising out of or relating to this Agreement that is brought in any state or federal court located in the State of New York has been brought in an inconvenient forum.\n15. Expenses. In the event of litigation relating to this Agreement, if a court of competent jurisdiction issues a final, non-appealable judgment, then the non-prevailing party shall be liable and pay to the prevailing party the reasonable legal fees and expenses such prevailing party has incurred in connection with such litigation, including any appeal therefrom.\n16. Captions. The Captions contained in this Agreement are for convenience only and shall not affect the construction or interpretation of any provisions of this Agreement.\n17. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement.\n18. Termination. This Agreement shall terminate and be of no further force and effect one (1) year from the date hereof.\n[Remainder of Page Intentionally Left Blank]\nIN WITNESS WHEREOF, THIS AGREEMENT is executed and delivered effective as of the date first written above.\nCENTRAL EUROPEAN DISTRIBUTION\nCORPORATION\nBy: /s/ Christopher Biedermann\nName: Christopher Biedermann\nTitle: CFO\nRussian Standard Vodka\nBy: /s/ Ilya Blinov\nName: Ilya Blinov\nTitle: General Manager\n", "spans": [ [ 0, 21 ], [ 22, 37 ], [ 38, 60 ], [ 61, 86 ], [ 87, 104 ], [ 105, 119 ], [ 120, 142 ], [ 143, 144 ], [ 144, 159 ], [ 160, 161 ], [ 161, 183 ], [ 184, 200 ], [ 201, 226 ], [ 227, 464 ], [ 465, 511 ], [ 511, 880 ], [ 880, 1637 ], [ 1638, 2668 ], [ 2668, 2922 ], [ 2922, 3146 ], [ 3147, 3172 ], [ 3172, 3236 ], [ 3236, 3374 ], [ 3374, 3476 ], [ 3476, 3747 ], [ 3747, 3865 ], [ 3866, 3932 ], [ 3932, 4161 ], [ 4161, 4324 ], [ 4324, 4641 ], [ 4641, 4856 ], [ 4857, 5022 ], [ 5022, 5103 ], [ 5103, 5250 ], [ 5250, 5453 ], [ 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[ 16492, 16521 ], [ 16522, 16533 ], [ 16534, 16564 ], [ 16565, 16593 ], [ 16594, 16604 ], [ 16605, 16627 ], [ 16628, 16647 ], [ 16648, 16665 ], [ 16666, 16688 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 38 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 17 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 48, 90 ] }, "nda-12": { "choice": "Entailment", "spans": [ 21, 25 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 47 ] }, "nda-3": { "choice": "Entailment", "spans": [ 17, 18 ] }, "nda-18": { "choice": "Entailment", "spans": [ 31, 33 ] }, "nda-7": { "choice": "Entailment", "spans": [ 16, 27, 29 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 51, 52, 53 ] }, "nda-13": { "choice": "Entailment", "spans": [ 21, 24 ] }, "nda-5": { "choice": "Entailment", "spans": [ 16, 27, 29 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001046880/000119312511323050/d262064dex992.htm" }, { "id": 553, "file_name": "1053352_0001104659-07-049383_a07-17151_1ex10d5.htm", "text": "Exhibit 10.5\nNON-COMPETE, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT\nTHIS NON-COMPETE, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT (this \u201cAgreement\u201d) is entered into this 8 day of February, 2007, by and among Heritage Commerce Corp, a California Corporation (\u201cHeritage\u201d), Heritage Bank ofth Commerce, a California banking corporation (\u201cHBC\u201d) and James Mayer (\u201cShareholder\u201d).\nWHEREAS, concurrently with the execution of this Agreement, Heritage, HBC and Diablo Valley Bank (\u201cDiablo\u201d) have entered into that certain Agreement and Plan of Merger (the \u201cMerger Agreement\u201d) dated as of February 8, 2007 whereby on the Effective Date (as defined in the Merger Agreement) Diablo will merge with and into HBC and HBC shall survive the merger (the \u201cMerger\u201d).\nWHEREAS, Shareholder is the President and Chief Executive Officer of Diablo and beneficially owns approximately 5.77% of the issued and outstanding shares of Diablo common stock;\nWHEREAS, Shareholder acknowledges that the execution and delivery of this Agreement by Shareholder is a condition precedent to the obligations of the parties entering into the Merger Agreement and the consummation of the Merger, and Shareholder acknowledges and agrees that Heritage, HBC and Diablo would not proceed forward and consummate the transactions contemplated under the Merger Agreement unless Shareholder enters into this Agreement;\nWHEREAS, Heritage, HBC and Shareholder acknowledge that the covenants and agreements of Shareholder contained in this Agreement are necessary to protect and preserve Diablo\u2019s business for the benefit of Heritage and HBC after consummation of the transactions contemplated by the Merger Agreement;\nWHEREAS, Shareholder has significant knowledge and information concerning the business of Diablo and that such business is very competitive;\nWHEREAS, Shareholder will receive significant consideration for the Shareholder\u2019s exchange of his Diablo common stock through the Merger;\nWHEREAS, HBC has agreed to provide Shareholder with a three year employment agreement pursuant to which Shareholder will become an Executive Vice President of HBC on the Effective Date (as defined herein);\nWHEREAS, this Agreement shall become effective at the Effective Time (as defined in the Merger Agreement) of the Merger (the \u201cEffective Date\u201d);\nNOW, THEREFORE, in consideration of the promises and covenants contained herein and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are mutually acknowledged by each party, it is agreed as follows:\n1. Definitions. Capitalized terms used in this Agreement not otherwise defined have the meaning given such term in the Merger Agreement. For purposes of this Agreement, the term \u201cBusiness\u201d means the business of banking (including, without limitation, the acceptance of deposits and the making of loans) as conducted by state chartered banks, nationally chartered banks or office of thrift supervision chartered institutions conducting business in the state of California (a) to be undertaken in the formation of a new banking organization or (b) engaged in by an existing banking organization with $1 billon or less of assets.\n2. Purpose. Shareholder acknowledges and agrees that the market for the Business is very competitive within the Restrictive Territory (as defined herein), and one way that Diablo maintained its business and its competitive position in the marketplace prior to the Closing was by investing time and money in developing proprietary products, unique approaches to the business, banking systems and strong client, vendor, and employee relationships. Shareholder further acknowledges and agrees that proprietary and other information related to such products, approaches and relationships are highly confidential, and maintaining that confidentiality is critical to Diablo\u2019s success. Shareholder further acknowledges and agrees that Diablo has invested substantial time and resources into developing relationships, customer lists and business models and strategies and that disruption of such relationships or misuse of such lists, models, and strategies would damage Heritage and HBC.\n3. Shareholder Covenants.\n(a) Non-Competition. Shareholder hereby covenants and agrees that from the Effective Date until the third (3 )rd anniversary of the Effective Date (\u201cRestricted Period\u201d), Shareholder will not without the prior written consent of Heritage, engage or participate or have any interest, directly or indirectly, in any Business anywhere in the counties of Santa Clara, Alameda, Contra Costa, Marin, San Francisco and San Mateo located in the State of California (\u201cRestricted Territory\u201d) (all such entities shall be referred to each as \u201cCompetitor\u201d or collectively as \u201cCompetitors,\u201d), with respect to the following acts: (i) own any equity interest in any Competitor; (ii) operate, join, control, advise, become a founder or otherwise participate in any Competitor; (iii) lend credit or money for the purpose of assisting another to establish or operate any Competitor; (iv) request or advise any customer, strategic partner or vendor of Diablo that becomes a present or future customer, strategic partner or vendor of Heritage, HBC or their subsidiaries now and hereinafter existing (collectively, the \u201cAffiliated Companies\u201d) to withdraw, curtail or cancel its business with Heritage, HBC or the Affiliated Companies anywhere in the Restricted Territory; (v) induce or influence (or attempt to induce or influence) any person or entity who is engaged (as an employee, agent, independent contractor or otherwise) by Heritage, HBC or the Affiliated Companies to terminate his, her or its employment or engagement for the purpose of obtaining employment with a Competitor; (vi) solicit any employee of Heritage, HBC or the Affiliated Companies to leave employment and become affiliated with any Competitor; (vii) solicit any actual or \u201cprospective customer\u201d (as hereinafter defined), which was served by Diablo in connection with any business of Diablo, or (viii) solicit, influence or attempt to influence any customer which is or was served by Diablo to discontinue its business or service available from Heritage, HBC or the Affiliated Companies; provided, that, Shareholder may own and hold as an investment of up to 1% of any corporation within the Restricted Territory that is listed on a national stock exchange and that is engaged in a business that is competitive with Heritage, HBC or an Affiliated Company, but Shareholder may not otherwise participate (whether in management or otherwise) in such corporation. A \u201cprospective customer\u201d shall mean a company, person or other entity with which Shareholder knows, or reasonably should know, that Diablo has had actual contact with or has begun formulating a targeted strategy for contact at any time during the term of this Agreement in connection with the operation of the Business. \u201cEngaged in business\u201d shall include, without limitation, establishment of goodwill or business reputation, maintenance of business assets and properties, and dealings with customers, strategic partners, prospective customers, suppliers, or vendors.\n(b) Confidentiality. Shareholder acknowledges and agrees that the Shareholder has occupied a position of trust and confidence with Diablo prior to the date hereof and has had access to and has become familiar with the following, any and all of which constitutes confidential information of Diablo (collectively \u201cConfidential Information\u201d) (a) any and all proprietary intellectual property or trade secrets concerning the business and affairs of Diablo, product specifications, data, know-how, formulae, compositions, processes, designs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), database technologies, systems, structures, architectures, processes, improvements, devices, know-how, discoveries, concepts, methods, information of Diablo and any other information, however documented, of Diablo that is a trade secret within the meaning of any applicable law; (b) any and all proprietary non-public information concerning the business and affairs of Diablo (which includes any historical financial statements, financial projections, and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, contractors, agents, suppliers, personnel training, techniques and materials, manufacturing methods, designs and techniques, purchasing methods and techniques, however documented; and (c) any and all notes, analyses, compilations, studies, summaries and other material prepared by or for Diablo containing or based, in whole or part, upon any information included in the foregoing.\nShareholder acknowledges and agrees that the protection of the Confidential Information is necessary to protect and preserve the value of Diablo\u2019s business and proprietary properties being acquired by Heritage and HBC. Therefore, Shareholder hereby agrees not to, at any time, disclose to any unauthorized Persons or use for his or its own account or for the benefit of any third party any Confidential Information, whether or not such information is embodied in writing or other physical form or is retained in the memory of Shareholder, without Heritage\u2019s written consent, unless and to the extent that the Confidential Information is or becomes generally known to and available for use by the public other than as a result of Shareholder\u2019s fault or the fault of any other Person bound by a duty of confidentiality to Heritage, HBC or the Affiliated Companies. Shareholder agrees to deliver to Heritage at the Effective Date, and at any other time Heritage may request, all documents, memoranda, notes, plans, records, reports and other documentation, models, components, devices or computer software, whether embodied in a disk or in other form (and all copies of all of the foregoing), that contain Confidential Information and any other Confidential Information that Shareholder may then possess or have under Shareholder\u2019s control.\n(c) Breach. Shareholder, Heritage and HBC each recognize and acknowledge that the Confidential Information and other knowledge Shareholder has about Diablo and has and will obtain from Heritage, HBC or the Affiliated Companies is special and unique, and any violation of the covenants contained in this Agreement is likely to cause irreparable damage to Heritage, HBC or the Affiliated Companies. Therefore, the parties agree that, upon any breach of any covenant contained in this Section 3 by Shareholder, Heritage and HBC shall be entitled to an appropriate injunction for a violation of such covenant, threatened or actual, of such covenant, in addition to all other relief available under applicable law. If a court or arbitrator has determined that Shareholder has committed a breach by Shareholder of any covenant set forth in Section 3 of this Agreement, the Restricted Period will be extended by the period of the duration of such breach.\n(d) Acknowledgment. Shareholder acknowledges and agrees that the restrictions set forth in this Section 3 are reasonable in scope and essential to the preservation of Diablo\u2019s business and proprietary properties and that enforcement of these restrictions will not cause Shareholder any hardship, and because of Shareholder\u2019s background and experience, will not in any manner preclude Shareholder from becoming gainfully employed in such a manner and to such an extent as will provide a standard of living for Shareholder and the members of Shareholder\u2019s family of at least the sort and fashion to which they have become accustomed. Each of Heritage, HBC and Shareholder acknowledges and agrees that the covenants and agreements contained in this Section 3 have been negotiated in good faith by each of them. Each of Heritage, HBC and Shareholder further acknowledges that (i) the goodwill associated with the existing vendors, customers, assets and employees of Diablo prior to the transactions contemplated herein is an integral component of the value of Diablo to Heritage and HBC and is reflected in the consideration to be received by Diablo shareholders, including the Shareholder pursuant to this Agreement, and (ii) the covenants and agreements contained in this Section 3 are necessary to preserve the value of Diablo\u2019s business and proprietary properties for Heritage and HBC following the transaction. Each of Heritage, HBC and Shareholder acknowledges that the limitations of time, geography and scope of activity agreed to in Section 3 are reasonable because, among other things: (A) Heritage, HBC and Diablo are engaged in a highly competitive industry and have their operations in the Restricted Territory, (B) Shareholder had unique access to, and will continue to have access to, Confidential Information, including trade secrets, and know-how of Diablo and its business and proprietary properties, (C) Shareholder is receiving significant consideration in connection with the transactions contemplated by the Merger Agreement and this Agreement, and (D) this Agreement provides no more protection than is necessary to protect Heritage\u2019s and HBC\u2019s interest in the goodwill of Diablo and its business and proprietary properties, Confidential Information and Diablo, Heritage and HBC trade secrets.\n(e) No Disparagement. Shareholder will not, directly or indirectly, disparage Heritage and HBC, the business formerly conducted by Diablo, the business conducted by Heritage and HBC or any shareholder, director, officer, employee or agent of Heritage or HBC;\n(f) Future Employer. Shareholder will, during the Restrictive Period, within ten days after accepting any employment, consulting engagement, engagement as an independent contractor, partnership or other association that might reasonably involve the Business, advise Heritage of the identity of the new employer, client, partner or other Person with whom Shareholder has become associated. Following receipt of such notice, if Heritage in its reasonable judgment determines that Shareholder\u2019s proposed association involves a Person engaged in the Business, Heritage may serve notice upon each such Person that such Shareholder is bound by this Agreement and furnish each such Person with a copy of this Agreement or relevant portions thereof.\n(g) Separate Agreement. The covenants of Shareholder contained in this Section 3 shall each be construed independently of any other provision in this Agreement, and the existence of any claim or cause of action of Shareholder against Heritage or HBC whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Heritage or HBC of such covenants.\n(h) Survival of Covenants. The covenants contained in this Section 3 shall survive the termination of this Agreement by either party hereto in accordance with the provisions of this Section 3.\n4. Conflict. Shareholder represents and warrants to Heritage and HBC that Shareholder has not executed any written agreement with any other person or entity that would prohibit Shareholder from entering into this Agreement. Further, Shareholder represents and warrants to Heritage and HBC that the execution of this Agreement by Shareholder will not conflict with any obligations or duties which Shareholder may have to prior employers or pursuant to any other agreement.\n5. Non-Disclosure of Agreement. Shareholder shall not disclose the terms and provisions of this Agreement or any other document executed in connection herewith except to Shareholder\u2019s lawyers, accountants, tax advisors and spouse or by law to any Person; provided that Shareholder may disclose the non-competition and confidentiality covenants contained in Section 3 of this Agreement to a prospective employer or business partner with the prior written consent of Heritage.\n6. Successors and Assigns. This Agreement will be binding upon Heritage and HBC and Shareholder and will inure to the benefit of Heritage and HBC and its affiliates, successors and assigns.\n7. Waiver. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement can be discharged, in whole or in part, by a waiver or renunciation of the claim or right except in writing; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party, or of the right of the party giving such notice or demand to require the other party, to take further action without notice or demand as provided in this Agreement.\n8. Governing Law. This Agreement will be governed by the laws applied by courts of California to contracts entered into within that state by parties residing within that state and having no connection to any other state.\n9. Jurisdiction; Service of Process. Any proceeding arising out of or relating to this Agreement may be brought in the courts of the State of California, or, if it has or can acquire jurisdiction, in the United States District Court for the Northern District of California, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the proceeding shall be heard and determined only in any such court and agrees not to bring any proceeding arising out of or relating to this Agreement in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any proceeding referred to in the first sentence of this section may be served on any party as required under California law.\n10. Severability. Whenever possible, each provision and term of this Agreement will be interpreted in a manner to be effective and valid, but if any provision or term of this Agreement is held to be prohibited or invalid, then such provision or term will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or term or the remaining provisions or terms of this Agreement. If any of the covenants set forth in Section 3 of this Agreement are held to be unreasonable, arbitrary or against public policy, such covenants will be considered divisible with respect to scope, time and geographic area, and in such lesser scope, time and geographic area, will be effective, binding and enforceable against Shareholder to the fullest extent under California law.\n11. Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.\n12. Section Headings, Construction. The headings of sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to \u201cSection\u201d or \u201cSections\u201d refer to the corresponding Section or Sections of this Agreement unless otherwise specified. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word \u201cIncluding\u201d does not limit the preceding words or terms.\n13. Notices. All notices, consents, waivers and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt); (b) sent by facsimile (with written confirmation of receipt); or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other parties):\nShareholder: James Mayer\n2596 Danville Blvd.\nAlamo, CA 94501\nwith a copy to: Dylan W. Wiseman\nLittler Mendelson\n2520 Venture Oaks Way, Suite 390\nSacramento, CA\nFacsimile: (916) 561-0828\nHeritage and HBC: Heritage Commerce Corp\n150 Almaden Blvd.\nSan Jose, California 95113\nAttn: Walter T. Kaczmek\nFacsimile: (408) 534-4940\nWith copy to: Buchalter Nemer\n1000 Wilshire Boulevard\nSuite 1500\nLos Angeles, CA 90017-2457\nAttn: Mark A. Bonenfant, Esq.\nFacsimile: (213) 896-0400\n14. Recitals. The recitals are incorporated herein and made a part of this Agreement.\n15. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements and understandings between the parties with respect to the subject matter of this Agreement. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.\n[signature page follows]\nIN WITNESS WHEREOF, the parties hereto have executed this Non-Compete, Non-Solicitation and Confidentiality Agreement on the date first set forth above.\nHERITAGE COMMERCE CORP\nBy: /s/ Walter T. Kaczmarek\nWalter T. Kaczmarek\nChief Executive Officer\nHERITAGE BANK OF COMMERCE\nBy: /s/.Walter T. Kaczmarek\nWalter T. Kaczmarek\nPresident\nSHAREHOLDER\n/s/ James Mayer\nJames Mayer\n", "spans": [ [ 0, 12 ], [ 13, 72 ], [ 73, 381 ], [ 382, 755 ], [ 756, 934 ], [ 935, 1378 ], [ 1379, 1675 ], [ 1676, 1816 ], [ 1817, 1954 ], [ 1955, 2160 ], [ 2161, 2304 ], [ 2305, 2544 ], [ 2545, 2561 ], [ 2561, 2682 ], [ 2682, 3016 ], [ 3016, 3087 ], [ 3087, 3171 ], [ 3172, 3184 ], [ 3184, 3618 ], [ 3618, 3851 ], [ 3851, 4152 ], [ 4153, 4178 ], [ 4179, 4200 ], [ 4200, 4793 ], [ 4793, 4840 ], [ 4840, 4938 ], [ 4938, 5042 ], [ 5042, 5428 ], [ 5428, 5743 ], [ 5743, 5877 ], [ 5877, 6027 ], [ 6027, 6592 ], [ 6592, 6912 ], [ 6912, 7160 ], [ 7161, 7182 ], [ 7182, 7500 ], [ 7500, 8258 ], [ 8258, 8740 ], [ 8740, 8937 ], [ 8938, 9157 ], [ 9157, 9801 ], [ 9801, 10275 ], [ 10276, 10288 ], [ 10288, 10673 ], [ 10673, 10986 ], [ 10986, 11223 ], [ 11224, 11244 ], [ 11244, 11856 ], [ 11856, 12032 ], [ 12032, 12096 ], [ 12096, 12442 ], [ 12442, 12636 ], [ 12636, 12816 ], [ 12816, 12945 ], [ 12945, 13139 ], [ 13139, 13291 ], [ 13291, 13536 ], [ 13537, 13559 ], [ 13559, 13795 ], [ 13796, 13817 ], [ 13817, 14185 ], [ 14185, 14537 ], [ 14538, 14562 ], [ 14562, 14926 ], [ 14927, 14954 ], [ 14954, 15119 ], [ 15120, 15133 ], [ 15133, 15344 ], [ 15344, 15591 ], [ 15592, 15624 ], [ 15624, 16066 ], [ 16067, 16094 ], [ 16094, 16256 ], [ 16257, 16268 ], [ 16268, 16361 ], [ 16361, 16739 ], [ 16739, 16790 ], [ 16790, 16951 ], [ 16951, 17072 ], [ 17072, 17339 ], [ 17340, 17358 ], [ 17358, 17560 ], [ 17561, 17598 ], [ 17598, 18248 ], [ 18248, 18506 ], [ 18506, 18642 ], [ 18643, 18661 ], [ 18661, 19122 ], [ 19122, 19503 ], [ 19504, 19532 ], [ 19532, 19758 ], [ 19758, 20002 ], [ 20002, 20118 ], [ 20119, 20155 ], [ 20155, 20288 ], [ 20288, 20423 ], [ 20423, 20535 ], [ 20535, 20637 ], [ 20638, 20651 ], [ 20651, 20795 ], [ 20795, 20857 ], [ 20857, 20922 ], [ 20922, 21228 ], [ 21229, 21253 ], [ 21254, 21259 ], [ 21259, 21273 ], [ 21274, 21289 ], [ 21290, 21322 ], [ 21323, 21340 ], [ 21341, 21373 ], [ 21374, 21388 ], [ 21389, 21400 ], [ 21400, 21414 ], [ 21415, 21455 ], [ 21456, 21473 ], [ 21474, 21500 ], [ 21501, 21524 ], [ 21525, 21536 ], [ 21536, 21550 ], [ 21551, 21580 ], [ 21581, 21586 ], [ 21586, 21604 ], [ 21605, 21615 ], [ 21616, 21642 ], [ 21643, 21672 ], [ 21673, 21684 ], [ 21684, 21698 ], [ 21699, 21713 ], [ 21713, 21784 ], [ 21785, 21807 ], [ 21807, 22074 ], [ 22074, 22193 ], [ 22194, 22218 ], [ 22219, 22371 ], [ 22372, 22394 ], [ 22395, 22422 ], [ 22423, 22442 ], [ 22443, 22466 ], [ 22467, 22492 ], [ 22493, 22520 ], [ 22521, 22540 ], [ 22541, 22550 ], [ 22551, 22562 ], [ 22563, 22578 ], [ 22579, 22590 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 41 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 70 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 35, 36, 37 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 40, 65 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 41 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 23, 28, 29 ] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 40 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001053352/000110465907049383/a07-17151_1ex10d5.htm" }, { "id": 554, "file_name": "1053374_0001144204-18-062970_tv508217_ex-d2.htm", "text": "Exhibit (d)(2)\nNON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (the \u201cAgreement\u201d) is made and entered into effective December 18, 2017 by and between Pareteum Corporation, a Delaware corporation having its corporate address at: 100 Park Avenue, Suite 1600, New York City, New York 10017, USA (\u201cTEUM\u201d), and iPass Inc., a Delaware corporation having its address at: 3800 Bridge Parkway, Redwood Shores, California 94065, USA (\u201ciPass\u201d), either both of which may be hereinafter referred to as \"the Party\" or \"the Parties.\"\nWHEREAS\nThe Parties desire to discuss certain business transactions and to exchange information for the purpose of exploring a potential business relationship for the benefit of the Parties and/or to sign a business contract that shall include confidential technical or business information of each Party or entitle each Party to exchange information for the execution of this business contract. In order to facilitate these discussions and in order for the Parties to receive from each other, either orally or in writing, certain technical and business information under terms that will protect the confidential and proprietary nature of such information, the Parties have entered into this Agreement.\nNOW THEREFORE, THE PARTIES AGREE AS FOLLOWS;\n1. The Definition of \"Confidential Information\": The term \"Confidential Information\" shall mean all information disclosed by one Party to the other Party, whether orally, in written, electronic or other format, and whether disclosed by a Party\u2019s agents, principals, employees or representatives, and whether to the other Party's agent's principals, employees or representatives. \u201cConfidential Information\u201d shall include, without limitation, all ideas improvements, inventions, methodologies, works and other innovations of any kind, authored, conceived, developed, made or reduced to practice by the disclosing Party, whether or not eligible for copyright, patent, trademark, trade secret or other legal protection (including, without limitation, formulas, processes, databases, mechanical and electronic hardware, electronic components, computers and their parts, computer programs and their documentation, encoding techniques, marketing and new product plans, production, processes, advertising, packaging and marketing techniques, marketing plans, product plans, technical plans, business strategies, strategic alliances and partners, financial information, engineering data, methodologies and processes, forecasts, personnel information, customer and prospective customer lists, trade secrets, product design, capabilities, specifications, the identify of potential and actual customers, and suppliers and all documentation, materials and media provided by one Party to the other).\n2. Protection of \"Confidential Information\": In consideration of each Party's disclosure of Confidential Information to the other Party, each Party agrees with respect to the Confidential Information received from the other Party, that it:\n(a) shall maintain such Confidential Information in the strictest confidence;\n(b) shall not disclose, transfer or otherwise make available any of such Confidential Information to any third party, unless such Confidential Information must be disclosed for the purposes contemplated herein, or under legal compulsion to disclose any such Confidential Information, in which event each Party shall, prior to such disclosure, obtain written consent from the other Party and obtain from the third person a written agreement acknowledging the binding effect of these restrictions regarding the Confidential Information; and\n(c) shall not directly, indirectly or in concert with any person, use the Confidential Information for any purpose other than evaluating the prospective business relationship with the other Party in accordance with the introduction.\nEach Party shall take reasonable measures to protect the Confidential Information of the other Party. Those measures shall not be less than the measures taken to protect the receiving Party\u2019s own confidential information. Confidential Information of the other Party may be provided to a Party\u2019s employees only on a need-to-know basis, and prior to such provision, the Party will notify each employee to whom such disclosure is made that such Confidential Information is received in confidence and shall be kept in confidence by such employee.\n3. Excluded Information: This Agreement shall not apply to any information:\n(a) that has been or which becomes publicly known, through no wrongful act of either Party;\n(b) which is required to be disclosed in order to comply with applicable law or regulation or with any requirement imposed by judicial or administrative process or any governmental or court order.\n4. No Licenses or Warranties: Each Party\u2019s Confidential Information and all rights thereto shall remain such Party\u2019s sole property. Each Party recognizes that the disclosure of Confidential Information by the disclosing Party shall not be construed as granting any rights, by license or otherwise, concerning any Confidential Information, except as may be explicitly created by this Agreement. Each Party acknowledges that the other Party\u2019s Confidential Information includes valuable trade secrets. Neither Party has any obligation to disclose Confidential Information to the other Party. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY, COMPLETENESS, CONDITION, FITNESS and MERCHANTABILITY, OR PERFORMANCE OF ITS CONFIDENTIAL INFORMATION.\n5. Remedies: If either Party causes a disclosure of the other Party\u2019s Confidential Information in breach of the terms of this Agreement, the disclosing Party shall immediately report in writing the disclosure to the other Party and shall save, defend, indemnify and hold the non-disclosing Party harmless from and against any and all liability and damages suffered by the non-disclosing Party arising therefrom. In addition to the foregoing and without limitation thereof, the disclosing Party shall cooperate in prosecuting any claims against third parties for unauthorized use of any Confidential Information. Each Party acknowledges that unauthorized disclosure, use or disposition, whether actual or threatened, of any Confidential Information shall cause irreparable harm, loss of business and significant injury to the disclosing Party, the scope of which would be difficult to ascertain. Each Party agrees, therefore, that the disclosing Party has the right to obtain an immediate injunction against any breach, threatened breach or attempted breach of this Agreement, in addition to any other remedies that may be available at law, including without limitation, the recovery of expenses, costs and attorney\u2019s fees arising out of such breach, threatened breach or attempted breach.\n6. Return of \"Confidential Information\": All Confidential Information shall be returned to the disclosing Parties promptly upon written request or, at the election of the disclosing Party, the Party that received the Confidential Information shall certify said information has been destroyed and is no longer useable in any format.\n7. Securities: Parties hereby acknowledge, covenant and agree that they are aware that United States securities laws may prohibit any person who has material, non-public information about a company (including a Party) from purchasing or selling, directly or indirectly, securities of a company (including the Parties), or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.\n8. Prohibition of Disclosure: Neither Party hereto shall in any way or in any form distribute, disclose, publicize, issue press releases, or advertise in any manner, including, but not limited to, making representation in court pleadings, except as required by law, the discussions that gave rise to this Agreement, the discussions or negotiations covered by this Agreement, this Agreement or the Confidential Information provided pursuant to this Agreement, without first obtaining the prior written consent of the other Party.\n9. Term, Assignment and Survival: This Agreement shall be valid unless terminated by mutual written Agreement. Each Party\u2019s obligations with respect to the Confidential Information, including but not limited to, sections 2,4,5,6 shall survive the termination of this Agreement and/or return of all Confidential Information from the latter date of either termination or return of such information. Neither this Agreement nor any rights hereunder, in whole or in part, shall be assignable or otherwise transferable by either Party.\n10. Governing Law; Jurisdiction: This Agreement shall be governed and construed in accordance with the laws of the State of New York, United States of America. In the event of any disputes arising under this Agreement, the undersigned Parties without regard to any principles of conflicts of laws and waiving any defenses of forum non conveniens hereby submit to the exclusive personal and subject matter jurisdiction of the State and Federal Courts situated in the Borough of Manhattan, New York, New York.\n11. Waiver: No failure by either Party to exercise any rights arising from default by the other Party shall impair that right or constitute a waiver of it. No waiver by either Party of any covenant to be performed by the other shall constitute a waiver of any later breach of covenant.\n12. Counterparts: This Agreement may be executed in two signed copies, each of which when taken together shall be deemed but one original.\n13. Severability: The validity or unenforceability of any provision or provisions of this Agreement shall no affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.\n14. Entire Agreement; Amendment: This Agreement contains the entire understandings between and among the Parties and supersedes any prior understanding and agreements among them respecting the subject matter hereof. No amendment to this Agreement shall be valid unless set forth in writing and signed by both Parties.\n15. Notices: All notices required or permitted hereunder shall be in writing and shall be sent by nationally recognized overnight courier service, or by registered or certified mail, to the addresses stated in the heading of this Agreement. Unless otherwise specified, notices shall be deemed given when the return receipt is received.\n16. Non-solicitation/Non-circumvention. iPass understands, acknowledges and agrees, AS A MATERIAL INDUCEMENT FOR TEUM TO MAKE AND ENTER INTO THIS AGREEMENT, that with respect to any customer or prospective customer opportunities that are identified by TEUM (collectively, the \u201cTEUM Leads\u201d) to iPass, that iPass shall not negotiate directly or indirectly solicit or otherwise attempt to cause the TEUM Leads enter into any form of agreement with iPass without the consent of TEUM, which consent may be given or withheld in TEUM\u2019s sole discretion. In addition to the foregoing, and without limitation thereof, iPass shall not circumvent or otherwise engage in any form of direct or indirect communications with any TEUM Leads without the prior written approval of TEUM, which approval may be given or withheld in TEUM\u2019s sole discretion.\n[REMAINDER OF PAGE LEFT BLANK. SIGNATURES ON FOLLOWING PAGE.]\n[SIGNATURE PAGE TO NON-DISCLOSURE AGREEMENT]\nIN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date and year written above.\nPareteum Corporation iPass:\n/s/ Denis McCarthy /s/ Darin Vickery\nName: Denis McCarthy Name: Darin VIckery\nTitle: SVP Corporate Developement Title: CFO\nDate: February 15, 2018 Date: December 20, 2017\nEmail: ............................................\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 39 ], [ 40, 60 ], [ 60, 524 ], [ 525, 532 ], [ 533, 921 ], [ 921, 1227 ], [ 1228, 1272 ], [ 1273, 1652 ], [ 1652, 2758 ], [ 2759, 2804 ], [ 2804, 2998 ], [ 2999, 3076 ], [ 3077, 3615 ], [ 3616, 3848 ], [ 3849, 3951 ], [ 3951, 4071 ], [ 4071, 4391 ], [ 4392, 4417 ], [ 4417, 4467 ], [ 4468, 4559 ], [ 4560, 4756 ], [ 4757, 4889 ], [ 4889, 5151 ], [ 5151, 5256 ], [ 5256, 5346 ], [ 5346, 5518 ], [ 5519, 5532 ], [ 5532, 5931 ], [ 5931, 6131 ], [ 6131, 6414 ], [ 6414, 6807 ], [ 6808, 7139 ], [ 7140, 7639 ], [ 7640, 8168 ], [ 8169, 8203 ], [ 8203, 8280 ], [ 8280, 8566 ], [ 8566, 8698 ], [ 8699, 8732 ], [ 8732, 8859 ], [ 8859, 9206 ], [ 9207, 9219 ], [ 9219, 9363 ], [ 9363, 9492 ], [ 9493, 9511 ], [ 9511, 9631 ], [ 9632, 9650 ], [ 9650, 9854 ], [ 9855, 9888 ], [ 9888, 10071 ], [ 10071, 10172 ], [ 10173, 10186 ], [ 10186, 10414 ], [ 10414, 10508 ], [ 10509, 10549 ], [ 10549, 11055 ], [ 11055, 11343 ], [ 11344, 11375 ], [ 11375, 11405 ], [ 11406, 11450 ], [ 11451, 11611 ], [ 11612, 11633 ], [ 11633, 11639 ], [ 11640, 11676 ], [ 11677, 11717 ], [ 11718, 11729 ], [ 11729, 11762 ], [ 11763, 11810 ], [ 11811, 11862 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 23, 24 ] }, "nda-10": { "choice": "Entailment", "spans": [ 35 ] }, "nda-2": { "choice": "Entailment", "spans": [ 10, 25 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 38 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 9 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 9, 12, 14 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 9, 18 ] }, "nda-4": { "choice": "Entailment", "spans": [ 12, 15 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001053374/000114420418062970/tv508217_ex-d2.htm" }, { "id": 556, "file_name": "1063085_0000950134-09-011390_f52580exv99wxeyx3y.htm", "text": "Exhibit (e)(3)\nMUTUAL NON-DISCLOSURE AGREEMENT\n This MUTUAL NON-DISCLOSURE AGREEMENT (\u201cAgreement\u201d) is entered into effective March 25, 2009 (the \u201cEffective Date\u201d) by and between IXIA, a California corporation, with its executive offices located at 26601 W. Agoura Road, Calabasas, California 91302, and CATAPULT COMMUNICATIONS CORPORATION a Nevada corporation, with its principal place of business located at 160 South Whisman Road, Mountain View, California 94041.\nRECITALS:\n WHEREAS, the parties hereto wish to exchange certain data and other information of a highly confidential or proprietary nature all for the purpose of exploring a potential business relationship (the \u201cTransaction\u201d) to the parties\u2019 mutual benefit;\n WHEREAS, either party may disclose, from time to time, such data and information to the other party on a confidential basis for the limited purpose(s) set forth on Attachment A hereto;\n NOW, THEREFORE, in consideration of the foregoing recitals and of the disclosure by one party (\u201cDisclosing Party\u201d) of Confidential Information (as defined below) to the other party (\u201cReceiving Party\u201d), which Receiving Party acknowledges to be good and valuable consideration for its obligations hereunder, Disclosing Party and Receiving Party hereby agree as follows:\nAGREEMENT:\n 1. Each of the parties hereto acknowledges that the foregoing recitals are true and correct.\n 2. \u201cConfidential Information,\u201d as used herein, shall mean all information and material (whether written or oral (if oral, a written summary of such information and/or material shall be delivered to Disclosing Party within ten days after its disclosure to Disclosing Party in order for such information and/or material to be treated as Confidential Information under this Agreement)) furnished or made available (whether before or after the date hereof) by Disclosing Party or its directors, officers, employees, independent contractors, affiliates, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents or potential sources of financing (collectively, \u201cRepresentatives\u201d) to Receiving Party or its Representatives, which concern the subject(s) listed on Attachment A hereto and which is proprietary to Disclosing Party, is marked or otherwise identified as \u201cConfidential,\u201d \u201cProprietary,\u201d \u201cSensitive\u201d or in another manner indicating its confidential and/or proprietary nature, or by the nature of the circumstances surrounding the disclosure or receipt of the information or material should be treated as Confidential Information. The term Confidential Information includes all such information or material which Receiving Party may obtain knowledge of through or as a result of the relationship established hereunder with Disclosing Party, access to Disclosing Party\u2019s premises or communications with Disclosing Party\u2019s Representatives. The term Confidential Information also includes all notes, analyses, extracts, compilations, studies, interpretations or other materials prepared by Receiving Party to the extent they contain or reflect Disclosing Party\u2019s Confidential Information.\n Without limiting the generality of the foregoing, Confidential Information includes, but is not limited to, the following types of information and materials: business and financial plans, financial information, strategies, know-how, designs, concepts, drawings, ideas, inventions (whether patentable or not), specifications, techniques, discoveries, models, data, source code, object code, documentation, diagrams, flow charts, research, development, operations, production techniques, purchasing information, employee names and information, employee expertise, processes, procedures, activities, new product or new technology information, marketing techniques and materials, marketing plans, timetables, development plans (including prospective trade names or trademarks), customer names and other information related to customers, and pricing policies.\n Notwithstanding anything to the contrary set forth in this Agreement, any and all information concerning Disclosing Party furnished or made available (whether before or after the date hereof) by Disclosing Party or its Representatives to Receiving Party or its Representatives, which concerns or is provided in connection with the subject(s) listed on Attachment A, including without limitation during due diligence sessions in person or by conference call, in any electronic data room or pursuant to any requests for additional information, whether such information furnished or made available is written or oral, or is or is not marked or otherwise identified as \u201cConfidential\u201d \u201cProprietary,\u201d or \u201cSensitive,\u201d shall be deemed Confidential Information for all purposes of this Agreement, subject to paragraph 3 hereof.\n 3. Confidential Information shall not include information or material that (i) is now or later becomes generally known to the public (other than as result of a breach of this Agreement); (ii) is independently developed by Receiving Party without use of or access to Disclosing Party\u2019s Confidential Information; (iii) Receiving Party lawfully obtains from any third party who has lawfully obtained such information; (iv) is later published or generally disclosed to the public by Disclosing Party; (v) at the time of its disclosure to Receiving Party, (A) is already known to Receiving Party and, to the best knowledge of Receiving Party, is not subject to any confidentiality obligations and the disclosure thereof to Receiving Party has not breached any confidentiality obligations, or (B) is available on a non-confidential basis to Receiving Party; (vi) is approved for release by prior written authorization of Disclosing Party; or (vii) is required to be disclosed pursuant to any applicable statute, law, rule or regulation of any governmental authority or pursuant to any order of any court of competent jurisdiction, provided that Receiving Party shall advise Disclosing Party of the request for disclosure in sufficient time to apply for such legal protection as may be available with respect to the confidentiality of the Confidential Information. Receiving Party shall bear the burden of showing that any of the foregoing exclusions applies to any information or materials.\n 4. Receiving Party shall use all Confidential Information solely for the limited purpose(s) set forth on Attachment A (the \u201cPurpose\u201d) and shall hold in confidence and not disclose such Confidential Information in any manner to, or permit the use thereof by, any person or persons other than Receiving Party\u2019s Representatives who have a legitimate need to know or to have access to such Confidential Information and who are first informed by Receiving Party of the confidential nature of the Confidential Information and agree to maintain the confidentiality of such Confidential Information. Receiving Party will cause its Representatives to observe the terms of this letter agreement, and will be responsible for any breach of this Agreement by any of its Representatives. Receiving Party covenants that it will use such degree of care as is reasonable and necessary to protect and safeguard the confidentiality of Disclosing Party\u2019s Confidential Information and represents that such degree of care is reasonably designed to protect the confidentiality of proprietary and confidential information. Except as otherwise expressly permitted under this Agreement, Receiving Party shall not use or disclose to others, or permit the use or disclosure of, any Confidential Information of Disclosing Party, and shall not take advantage of any corporate opportunity of Disclosing Party disclosed to Receiving Party under this Agreement. Receiving Party agrees to advise Disclosing Party promptly in writing upon the occurrence of any unauthorized disclosure, misappropriation or misuse of any Confidential Information or other breach of this Agreement of which Receiving Party may become aware and that any such breach does not relieve Receiving Party of any of its obligations hereunder. Except to the extent required by law, neither party shall disclose the existence or subject matter of the discussions or business relationship contemplated by this Agreement, the existence of this Agreement or the identity of the parties hereto.\n 5. Receiving Party shall not copy (except as reasonably required for the Purpose), alter, modify, disassemble, reverse engineer or decompile any Confidential Information without the prior written consent of Disclosing Party. Disclosing Party understands that Receiving Party develops and/or acquires software, firmware and hardware for its own products and that existing or planned software, firmware of hardware independently developed or acquired by Receiving Party may contain ideas, concepts, techniques or systems that are similar to or compete with ideas, concepts, techniques or systems contained in the Disclosing Party\u2019s Confidential Information disclosed under this Agreement. Each party understands and agrees that nothing in this Agreement will be construed or interpreted as limiting the right of either party hereto to develop, or acquire from a third party, similar software, firmware or hardware containing such ideas, concepts, techniques or systems, for any purpose and without obligation to the other party, so long as such matter is created independently and lawfully (whether created by a party hereto or a third party) and without any use of or reference to the Confidential Information of Disclosing Party.\n 6. If either party determines not to proceed with the Transaction, then such party will promptly inform the other party of that decision and, in that case, or at any time upon the request of Disclosing Party or any of its Representatives, Receiving Party will, at the election of Disclosing Party, either (i) promptly destroy all copies of the written Confidential Information in its or its Representatives\u2019 possession and confirm such destruction to Disclosing Party in writing, or (ii) promptly deliver to Disclosing Party at its own expense all Confidential Information, together with any copies thereof that may have been made) in its or its Representatives\u2019 possession. In addition, in the event of such a decision or request, all other Confidential Information prepared by Receiving Party shall be destroyed and no copy thereof shall be retained except that Receiving Party shall not be required to destroy or return any electronic copies of Confidential Information created pursuant to its standard electronic archival and back-up procedures (it being agreed that any such electronic copies shall remain subject to the confidentiality and other obligations set forth in this Agreement). Notwithstanding the return or destruction of the Confidential Information, Receiving Party and its Representatives will continue to be bound by their obligations of confidentiality and other obligations hereunder, and all such obligations shall expressly survive the return or destruction of the Confidential Information. Any oral Confidential Information will continue to be subject to the terms of this Agreement.\n 7. The parties acknowledge that neither Disclosing Party, nor its Representatives, nor any of its or their respective officers, directors, employees, agents or controlling person within the meaning of Section 20 of the Securities Exchange Act of 1934, as amended, makes any express or implied representation or warranty as to the accuracy or completeness of the Confidential Information, and the parties agree that no such person will have any liability relating to the Confidential Information or for any errors therein or omissions therefrom. The parties further agree that Receiving Party is not entitled to rely on the accuracy or completeness of the Confidential Information and that Receiving Party will be entitled to rely solely on such representations and warranties as may be included in a definitive agreement signed by the parties with respect to the Transaction, subject to such limitations and restrictions as may be contained therein.\n 8. Receiving Party understands and acknowledges that Disclosing Party claims that such Confidential Information has been developed or obtained by Disclosing Party through the investment of significant time, effort and expense, and that such Confidential Information provides Disclosing Party with a significant competitive advantage in its business. Receiving Party acknowledges and agrees that due to the unique nature of Disclosing Party\u2019s Confidential Information there may be no adequate remedy at law for any unauthorized disclosure or use by Receiving Party of any Confidential Information, or any other breach by Receiving Party hereunder, that any such breach may result in irreparable injury to Disclosing Party and that, therefore, upon any such breach or threat thereof, Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by Receiving Party of this Agreement but shall be in addition to all other remedies available at law or equity to Disclosing Party.\n 9. The parties are aware, and will advise their respective Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.\n 10. Each party agrees that, for a period of two years following the Effective Date, neither it nor any of its affiliates will, without the prior written consent of the other party : (i) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities or direct or indirect rights to acquire any voting securities of the other party or any subsidiary thereof, or of any successor to or person in control of the other party, or any assets of the other party or any subsidiary or division thereof or of any such successor or controlling person; (ii) make, or in any way participate in, directly or indirectly, any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the rules of the Securities Exchange Commission) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the other party; (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving the other party or its securities or assets; (iv) form, join or in any way participate in a \u201cgroup\u201d (as defined in Section 13 (d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing; or (v) request the other party or any of its Representatives, directly or indirectly, to amend or waive any provision of this paragraph. Each party will promptly advise the other party of any inquiry or proposal made to it with respect to any of the foregoing. Pursuant to the immediately preceding sentence, Catapult hereby advises Ixia that it may receive inquiries and proposals from third parties regarding a potential transaction with Catapult and, if Catapult is required to maintain the confidentiality of any such inquiries or proposals, then Catapult will not be obligated to advise Ixia of any such inquiries or proposals.\n 11. Each party agrees that, for a period of three (3) years following the Effective Date, it will not, directly or indirectly, solicit for employment or employ, nor assist any third party in soliciting for employment or employing, nor recommend to any third party that they solicit for employment or employ, any employee of the other party or any of its subsidiaries with whom it has had contact or who became known to it in connection with its consideration of the Transaction; provided, however, that the foregoing restrictions shall not apply to any employees who respond to newspaper or internet help wanted advertisements that are not directed or targeted at employees of the other party and who were not previously solicited, induced or otherwise encouraged by such party or its Representatives to respond to such advertisements.\n 12. Receiving Party acknowledges and agrees that (a) Disclosing Party and its Representatives are free to conduct the process leading up to a possible Transaction as Disclosing Party and its Representatives, in their sole discretion, determine (including, without limitation, by negotiating with any prospective buyer and entering into a preliminary or definitive agreement without prior notice to Receiving Party or any other person); (b) Disclosing Party reserves the right, in its sole discretion, to change the procedures relating to its consideration of the Transaction at any time without prior notice to Receiving Party or any other person, to reject any and all proposals made by Receiving Party or any of its Representatives with regard to the Transaction, and to terminate discussions and negotiations with Receiving Party at any time and for any reason; and (c) unless and until a written definitive agreement concerning the Transaction has been executed and except as set forth in this Agreement, neither party nor any of its Representatives will have any liability to the other party with respect to the Transaction, whether by virtue of this Agreement, any other written or oral expression with respect to the Transaction or otherwise.\n 13. This Agreement shall not be assignable by either party, and neither party may delegate its duties hereunder, without the prior written consent of the other party, which consent may be granted or denied in the sole discretion of the non-assigning party, except that in the event that more than 50% of the capital stock of Disclosing Party is acquired by any person or entity, Receiving Party\u2019s consent shall not be required for an assignment of this Agreement to such person or entity. All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.\n 14. Nothing in this Agreement shall be construed as creating any obligation on the part of Disclosing Party to disclose any Confidential Information whatsoever. Nothing in this Agreement shall be construed as granting Receiving Party any license or any other rights with respect to Disclosing Party\u2019s proprietary rights or Confidential Information. The parties further acknowledge and agree that each party reserves the right, in its sole discretion, to terminate discussions and negotiations with the other party at any time and for any reason or no reason.\n 15. Nothing contained in this Agreement shall be construed as creating any obligation, implicit or otherwise, or an agreement on the part of either party to enter into a business relationship with the other party, or an obligation to refrain from entering into a business relationship with any third party. Nothing contained in the Agreement shall be construed as creating a joint venture, partnership or employment relationship between Receiving Party and Disclosing Party, it being understood that Receiving Party and Disclosing Party are independent contractors vis-\u00e0-vis one another. Except as specified herein, no party shall have the right, power or implied authority to create any obligation or duty, express or implied, on behalf of the other party.\n 16. This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous discussions, representations and understandings, whether written or oral. In the event of a conflict between any provision of this Agreement and the provision(s) of any other agreement or understanding between the parties hereto, the provision of this Agreement shall control. The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California. Any legal action arising out of or in connection with this Agreement or any breach hereof shall be brought and prosecuted in an appropriate court of competent jurisdiction in Santa Clara County or Los Angeles County, California. In the event that litigation arises in connection with enforcement of any provision of this Agreement, the prevailing party in such litigation shall be entitled to recover its attorneys\u2019 fees and expenses, in addition to any other relief to which it may be deemed entitled. The inapplicability or unenforceability of any provision of this Agreement shall not limit or impair the operation or validity of any other provision hereof. No provision of this Agreement shall be amended, modified or waived except by an instrument in writing signed by the parties hereto. This Agreement may be executed in counterparts, each of which shall be enforceable as an original, but which together shall constitute one and the same instrument.\n 17. Except as otherwise provided herein, this Agreement shall become effective on the Effective Date and shall automatically terminate one year after such Effective Date; provided, however, that at any time prior to such termination, either party may terminate this Agreement upon written notice to the other party. Notwithstanding termination of this Agreement for any reason and except as otherwise expressly provided in this Agreement, the rights and obligations herein of the parties hereto shall survive for three years following the termination of this Agreement with respect to any Confidential information received prior to such termination.\n 18. Each party warrants and represents that it has carefully read and understood this Agreement, and acknowledges receipt of a copy thereof. Each person executing this Agreement warrants and represents that he or she has the authority to enter into this Agreement on behalf of the person, firm or corporation listed above his or her name.\n IN WITNESS WHEREOF, duly authorized representatives of the parties have executed this Agreement as of the dates set forth below.\nIXIA Catapult Communications Corporation\nBy: /s/ Ronald W. Buckley By: /s/ Richard A. Karp\nName: Ronald W. Buckley Name: Richard A. Karp\nTitle: SVP & General Counsel Title: Chairman & CEO\nATTACHMENT A\nSubject(s) of Confidential Information:\nInformation and data regarding the business of each party, including but not limited to products, product development plans, customers, financial information and employees.\nPurpose(s) of Disclosure of Confidential Information:\nTo enable the parties to engage in general business discussions regarding a variety of potential business relationships, including the Receiving Party\u2019s possible acquisition of all of the outstanding capital stock or all or substantially all the assets of the other party.\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 46 ], [ 47, 48 ], [ 48, 465 ], [ 466, 475 ], [ 476, 477 ], [ 477, 722 ], [ 723, 724 ], [ 724, 908 ], [ 909, 910 ], [ 910, 1277 ], [ 1278, 1288 ], [ 1289, 1290 ], [ 1290, 1382 ], [ 1383, 1384 ], [ 1384, 2564 ], [ 2564, 2871 ], [ 2871, 3118 ], [ 3119, 3120 ], [ 3120, 3974 ], [ 3975, 3976 ], [ 3976, 4794 ], [ 4795, 4796 ], [ 4796, 4871 ], [ 4871, 4983 ], [ 4983, 5107 ], [ 5107, 5211 ], [ 5211, 5293 ], [ 5293, 5347 ], [ 5347, 5583 ], [ 5583, 5648 ], [ 5648, 5732 ], [ 5732, 6154 ], [ 6154, 6280 ], [ 6281, 6282 ], [ 6282, 6874 ], [ 6874, 7056 ], [ 7056, 7381 ], [ 7381, 7711 ], [ 7711, 8063 ], [ 8063, 8308 ], [ 8309, 8310 ], [ 8310, 8535 ], [ 8535, 8997 ], [ 8997, 9539 ], [ 9540, 9541 ], [ 9541, 9846 ], [ 9846, 10024 ], [ 10024, 10216 ], [ 10216, 10735 ], [ 10735, 11057 ], [ 11057, 11150 ], [ 11151, 11152 ], [ 11152, 11697 ], [ 11697, 12101 ], [ 12102, 12103 ], [ 12103, 12453 ], [ 12453, 13026 ], [ 13026, 13233 ], [ 13234, 13235 ], [ 13235, 13786 ], [ 13787, 13788 ], [ 13788, 13970 ], [ 13970, 14385 ], [ 14385, 14692 ], [ 14692, 14896 ], [ 14896, 14977 ], [ 14977, 15080 ], [ 15080, 15214 ], [ 15214, 15338 ], [ 15338, 15709 ], [ 15710, 15711 ], [ 15711, 16546 ], [ 16547, 16548 ], [ 16548, 16597 ], [ 16597, 16984 ], [ 16984, 17417 ], [ 17417, 17797 ], [ 17798, 17799 ], [ 17799, 18288 ], [ 18288, 18466 ], [ 18467, 18468 ], [ 18468, 18629 ], [ 18629, 18817 ], [ 18817, 19026 ], [ 19027, 19028 ], [ 19028, 19335 ], [ 19335, 19616 ], [ 19616, 19785 ], [ 19786, 19787 ], [ 19787, 20039 ], [ 20039, 20242 ], [ 20242, 20364 ], [ 20364, 20593 ], [ 20593, 20867 ], [ 20867, 21025 ], [ 21025, 21158 ], [ 21158, 21321 ], [ 21322, 21323 ], [ 21323, 21639 ], [ 21639, 21972 ], [ 21973, 21974 ], [ 21974, 22115 ], [ 22115, 22312 ], [ 22313, 22314 ], [ 22314, 22442 ], [ 22443, 22483 ], [ 22484, 22533 ], [ 22534, 22579 ], [ 22580, 22630 ], [ 22631, 22642 ], [ 22642, 22643 ], [ 22644, 22683 ], [ 22684, 22856 ], [ 22857, 22910 ], [ 22911, 23183 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 43 ] }, "nda-16": { "choice": "Entailment", "spans": [ 47, 48, 49 ] }, "nda-15": { "choice": "Entailment", "spans": [ 77, 84, 85 ] }, "nda-10": { "choice": "Entailment", "spans": [ 41 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 16, 17, 18, 20 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 22 ] }, "nda-19": { "choice": "Entailment", "spans": [ 51, 52, 101 ] }, "nda-12": { "choice": "Entailment", "spans": [ 24, 26, 44, 45 ] }, "nda-20": { "choice": "Entailment", "spans": [ 50 ] }, "nda-3": { "choice": "Entailment", "spans": [ 16, 22, 52 ] }, "nda-18": { "choice": "Entailment", "spans": [ 63, 65, 73 ] }, "nda-7": { "choice": "Entailment", "spans": [ 16, 36 ] }, "nda-17": { "choice": "Entailment", "spans": [ 43 ] }, "nda-8": { "choice": "Entailment", "spans": [ 24, 33 ] }, "nda-13": { "choice": "Entailment", "spans": [ 24, 27, 44, 45 ] }, "nda-5": { "choice": "Entailment", "spans": [ 16, 36 ] }, "nda-4": { "choice": "Entailment", "spans": [ 36, 39 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001063085/000095013409011390/f52580exv99wxeyx3y.htm" }, { "id": 557, "file_name": "1068874_0001068874-07-000012_ex10_2.htm", "text": "Exhibit 10.2\nNON-COMPETITION AND NONDISCLOSURE AGREEMENT\nThis Non-Competition and Nondisclosure Agreement is entered into as of April 30, 2007 (the \u201cAgreement Date\u201d) among Accurel Systems International Corporation, a California corporation (the \u201cSeller\u201d), Implant Sciences Corporation, a Massachusetts corporation (the \u201cGuarantor\u201d) and Evans Analytical Group LLC, a Delaware limited liability company (the \u201cBuyer\u201d).\nWITNESSETH:\nWHEREAS, the Buyer, Seller and Guarantor have entered into an Asset Purchase Agreement, dated as of the Agreement Date, pursuant to which, among other things, the Buyer is acquiring substantially all of the assets of Seller (the \u201cPurchase Agreement\u201d);\nWHEREAS, in order to protect the value of the business of the Seller being acquired by the Buyer pursuant to the Purchase Agreement (the \u201cPurchased Business\u201d), Seller and Guarantor shall not compete with the Buyer and its respective Affiliates (as defined in the Purchase Agreement) in accordance with the terms and conditions hereof; and\nWHEREAS, the agreement of Seller and Guarantor not to compete with the Buyer and its Affiliates as provided herein is an integral part of the transactions contemplated by the Purchase Agreement, and without such agreements, Buyer would not have entered into the Purchase Agreement.\nNOW, THEREFORE, in consideration of the covenants and agreements contained herein, the payment of the purchase price under the Purchase Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:\n1. Certain Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement; provided, however, that the following terms shall have the meanings set forth below irrespective of the meanings such terms may have in the Purchase Agreement:\n(a) \"Confidential Information\" means all information heretofore developed or used by the Seller or any of its Affiliates relating to the Restricted Business (as defined below) operations, employees, customers and clients of the Seller, including, but not limited to, customer and client lists, customer or client orders, financial data, pricing information and price lists, business plans and market strategies and arrangements, all books, records, manuals, advertising materials, catalogues, correspondence, mailing lists, production data, sales materials and records, purchasing materials and records, personnel records, quality control records and procedures included in or relating to the Restricted Business or any of the assets of the Seller, and all trademarks, copyrights and patents and applications therefor, all trade secrets, inventions, processes, procedures, research records, market surveys and marketing know-how and other technical papers. The term \"Confidential Information\" also includes any other information heretofore or hereafter acquired by the Seller and deemed by it to be confidential.\n(b) The term \"control\", with respect to any person, means the power to direct the management and policies of such person, directly or indirectly, by or through stock ownership, agency or otherwise, or pursuant to or in connection with an agreement, arrangement or understanding (written or oral) with one or more other persons by or through stock ownership, agency or otherwise; and the terms \"controlling\" and \"controlled\" have meanings correlative to the foregoing.\n(c) The term \"person\" means an individual, corporation, partnership, joint venture, limited liability company, association, trust, unincorporated organization or other entity, including a government or political subdivision or an agency or instrumentality thereof.\n(d) \"Restricted Business\" means the Business of the Seller, including all services performed by or on behalf of the Seller for its customers.\n(e) \"Restricted Period\" means the period commencing on the date of this Agreement and ending on the date which is five (5) years from the date hereof.\n2. Non-competition. At all times from and after the date of this Agreement and until the expiration of the Restricted Period, Seller and Guarantor shall not:\n(a) directly or indirectly engage in, be employed by, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or otherwise have an interest (whether, subject to Section 5, as a stockholder, director, officer, employee, representative, subcontractor, partner, consultant, proprietor, agent or otherwise) in, or cause, authorize, aid or assist any other person to own, manage, operate, provide financing to, control or otherwise have an interest in, any business or any person who is engaged in any business that directly or indirectly competes or intends to compete with the Restricted Business anywhere in the world, unless Seller or Guarantor purchase or own less than five percent (5%) of capital stock in a publicly held company; or\n(b) directly, indirectly or otherwise by letters, circulars or advertisements, and whether for itself or on behalf of any other person, canvass or solicit or, directly or indirectly, cause or authorize to be solicited, or enter into or effect, or, directly or indirectly, cause or authorize to be entered into or effected, any business or orders for businesses competing with the Restricted Business from any person who (i) at the time of the Agreement or within two years prior to the date of the Agreement, has been, a customer or client, or (ii) is an active prospect to be a customer or client, in each case, of the Seller at the time of the Agreement.\n3. Non-Disclosure of Confidential Information. Seller and Guarantor acknowledge that it is the policy of the Buyer to maintain as secret and confidential all Confidential Information, and the parties hereto recognize that Seller and Guarantor have acquired Confidential Information. Seller and Guarantor recognize that all such Confidential Information is and shall remain the sole property of the Buyer, free of any rights of Seller or Guarantor, and acknowledges that the Buyer and its Affiliates have a vested interest in assuring that all such Confidential Information remains secret and confidential. Therefore, the Seller and Guarantor agree that at all times from after the date hereof, they will not, directly or indirectly, without the prior written consent of the Buyer, disclose to any person, firm, company or other entity (other than the Buyer or any of its Affiliates) any Confidential Information, except to the extent that (i) any such Confidential Information becomes generally available to the public or trade, other than as a result of a breach by the Seller or Guarantor of this Section 3, or (ii) any such Confidential Information becomes available to the Seller or Guarantor on a non-confidential basis from a source other than the Seller, Guarantor, Buyer or any of their Affiliates or advisors; provided, that such source is not known by the Seller or Guarantor to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Seller, Guarantor, Buyer or another party. In addition, it shall not be a breach of the confidentiality obligations hereof if the Seller or Guarantor is required by law or legal process to disclose any Confidential Information; provided, that in such case, the Seller or Guarantor shall (a) give the Buyer prompt notice that such disclosure is or may be required, and (b) cooperate with the Buyer, at the Buyer's expense, in protecting, to the maximum extent legally permitted, the confidential or proprietary nature of the Confidential Information which must be so disclosed. The obligations of the Seller and Guarantor under this Section 3 shall survive any termination of this Agreement.\n4. Non-Solicitation. At all times from and after the date of this Agreement and until the expiration of the Restricted Period, Seller and Guarantor shall not, directly, indirectly or otherwise by letters, circulars or advertisements, and whether for themselves or on behalf of any other person:\n(a) solicit or, directly or indirectly, cause to be solicited for employment, any persons who (i) are, at the time of solicitation of employment, employees of the Seller, Buyer or any of their respective Affiliates, or (ii) are, at the time of solicitation of employment, sales representatives or employees thereof, retained by the Buyer or any of its Affiliates; or\n(b) employ or, directly or indirectly, cause to be employed, any persons who (i) are, at the time of such action, employees of the Buyer or any of its Affiliates, or (ii) are, at the time of such action, sales representatives or employees thereof, retained by the Buyer or any of its Affiliates;\nprovided, however, that this Section 4 shall not prohibit Seller or Guarantor from employing or soliciting the employment any person who (A) is an employee of Seller as of the Agreement Date and (B) is not offered employment by Buyer as of the Agreement Date.\n5. Right to Injunctive Relief. Seller and Guarantor acknowledge that any breach or threatened breach by it of any of the covenants or provisions contained herein will result in irreparable and continuing harm to the Buyer for which the Buyer would not have adequate remedy at law. Therefore, Seller and Guarantor acknowledges and agrees that, in addition to any other remedy which the Buyer may have at law or in equity, the Buyer shall be entitled to injunctive relief or other equitable remedies in the event of any such breach or threatened breach. Seller and Guarantor further acknowledges and agrees that monetary damages would be insufficient to compensate the Buyer in the event of a breach by Seller or Guarantor of any of the covenants or provisions contained herein, and that in the event of a breach thereof, the Buyer shall be entitled to specific performance of the obligations hereunder.\n6. Enforceability; Severability. If any provision of this Agreement shall be adjudicated to be invalid or unenforceable, then such provision shall be deemed modified, as to duration, territory or otherwise, so as to be enforceable as similar as possible to the provision at issue, in order to render the remainder of this Agreement valid and enforceable. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.\n7. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of Seller and its successors and assigns, and shall be binding and inure to the benefit of the Buyer and its successors and assigns.\n8. Entire Agreement. This Agreement, together with the Purchase Agreement and the Transaction Documents, contains the entire understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and understandings among the Buyer and Seller with respect hereto. This Agreement may not be amended or modified except by a written instrument signed by the parties hereto.\n9. Governing Law; Venue.\n(a) This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Massachusetts, without giving effect to principles of conflicts of laws.\n(b) Unless otherwise explicitly provided in this Agreement, any Proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced in any state or federal court located in the County of Middlesex, Massachusetts. Each of Seller, Guarantor and Buyer:\n(i) expressly and irrevocably consents and submits to the jurisdiction of each state and federal court located in the County of Middlesex, Massachusetts and each appellate court located in the State of Massachusetts, in connection with any such Proceeding;\n(ii) agrees that each state and federal court located in the County of Santa Clara, California or Massachusetts shall be deemed to be a convenient forum;\n(iii) agrees not to assert, by way of motion, as a defense or otherwise, in any such Proceeding commenced in any state or federal court located in the County of Santa Clara, California or Massachusetts any claim that such Party is not subject personally to the jurisdiction of such court, that such Proceeding has been brought in an inconvenient forum, that the venue of such Proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court; and\n(iv) agrees that service in any action may be made by giving notice in accordance with Section 10.\n10. Notices. Any notice or other communication required or permitted to be delivered to any party shall be in writing and shall be deemed properly delivered, given and received when delivered, by hand, by registered mail, by courier or express delivery service, by facsimile, or by e-mail to the address or facsimile number set forth beneath the name of such party below, or to such other address or facsimile number as such party shall have specified in a written notice given to the other parties:\nif to the Seller or the Guarantor:\n Implant Sciences Corporation\n107 Audubon Road, #5\nWakefield, MA 01880-1246\nAttention:\nFacsimile: (781) 246-3561\nEmail: @implantsciences.com\nwith a copy to:\nEllenoff Grossman & Schole LLP\n370 Lexington Avenue\nNew York, NY 10017-6503\nAttention: Barry I. Grossman\n Facsimile: (212) 370-7889\n Email: bigrossman@egsllp.com\nif to the Buyer:\n E vans Analytical Group LLC\n810 Kifer Road\nSunnyvale, CA 94086\nAttention: Thomas B. Pfeil\nFacsimile: (408) 530-3899\nE-mail: tpfeil@eaglabs.com\n11. Headings. The headings of sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.\n12. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, when taken together, shall constitute one and the same instrument.\nIN WITNESS WHEREOF, the parties hereto have caused this Non-Competition and Nondisclosure Agreement to be executed as of the day and year first above written.\nACCUREL SYSTEMS INTERNATIONAL CORPORATION EVANS ANALYTICAL GROUP LLC\nBy: By:\nName: Name:\nTitle: Title:\nIMPLANT SCIENCES CORPORATION\nBy:\nName:\nTitle:\n", "spans": [ [ 0, 12 ], [ 13, 56 ], [ 57, 415 ], [ 416, 427 ], [ 428, 679 ], [ 680, 1018 ], [ 1019, 1300 ], [ 1301, 1631 ], [ 1632, 1656 ], [ 1656, 1939 ], [ 1940, 2897 ], [ 2897, 3052 ], [ 3053, 3520 ], [ 3521, 3785 ], [ 3786, 3927 ], [ 3928, 4078 ], [ 4079, 4099 ], [ 4099, 4236 ], [ 4237, 5027 ], [ 5028, 5448 ], [ 5448, 5572 ], [ 5572, 5684 ], [ 5685, 5732 ], [ 5732, 5968 ], [ 5968, 6291 ], [ 6291, 6624 ], [ 6624, 6798 ], [ 6798, 7202 ], [ 7202, 7446 ], [ 7446, 7527 ], [ 7527, 7736 ], [ 7736, 7849 ], [ 7850, 7871 ], [ 7871, 8144 ], [ 8145, 8239 ], [ 8239, 8364 ], [ 8364, 8511 ], [ 8512, 8589 ], [ 8589, 8678 ], [ 8678, 8807 ], [ 8808, 8945 ], [ 8945, 9003 ], [ 9003, 9067 ], [ 9068, 9099 ], [ 9099, 9349 ], [ 9349, 9620 ], [ 9620, 9969 ], [ 9970, 10003 ], [ 10003, 10325 ], [ 10325, 10554 ], [ 10555, 10582 ], [ 10582, 10782 ], [ 10783, 10804 ], [ 10804, 11094 ], [ 11094, 11200 ], [ 11201, 11225 ], [ 11226, 11423 ], [ 11424, 11699 ], [ 11699, 11735 ], [ 11736, 11992 ], [ 11993, 12146 ], [ 12147, 12653 ], [ 12654, 12752 ], [ 12753, 12766 ], [ 12766, 13252 ], [ 13253, 13287 ], [ 13288, 13289 ], [ 13289, 13317 ], [ 13318, 13338 ], [ 13339, 13363 ], [ 13364, 13374 ], [ 13375, 13386 ], [ 13386, 13400 ], [ 13401, 13428 ], [ 13429, 13444 ], [ 13445, 13472 ], [ 13472, 13475 ], [ 13476, 13496 ], [ 13497, 13520 ], [ 13521, 13549 ], [ 13550, 13551 ], [ 13551, 13562 ], [ 13562, 13576 ], [ 13577, 13578 ], [ 13578, 13606 ], [ 13607, 13623 ], [ 13624, 13625 ], [ 13625, 13652 ], [ 13653, 13667 ], [ 13668, 13687 ], [ 13688, 13714 ], [ 13715, 13726 ], [ 13726, 13740 ], [ 13741, 13767 ], [ 13768, 13782 ], [ 13782, 13937 ], [ 13938, 13969 ], [ 13969, 14164 ], [ 14165, 14323 ], [ 14324, 14392 ], [ 14393, 14400 ], [ 14401, 14412 ], [ 14413, 14426 ], [ 14427, 14455 ], [ 14456, 14459 ], [ 14460, 14465 ], [ 14466, 14472 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 24 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 10, 11 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 31 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 33, 34, 35, 36, 37, 38, 39 ] }, "nda-7": { "choice": "NotMentioned", "spans": [] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 28, 29 ] }, "nda-13": { "choice": "Entailment", "spans": [ 25, 27 ] }, "nda-5": { "choice": "Entailment", "spans": [ 25 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001068874/000106887407000012/ex10_2.htm" }, { "id": 559, "file_name": "1089029_0000950123-07-007908_y31303a1exv10w13.htm", "text": "Exhibit 10.13\nNon-Circumvention/Non-Disclosure Agreement\n This Non-Circumvention/Non-Disclosure Agreement is made as of this 1st day of January 2004, by and between Flow Capital Advisors, Inc., having is principal place of business at 3727 Pine Lake Drive, Weston, FL 33332 (hereinafter \u201cFinder\u201d), and JAG Media Holdings, Inc., having its principal place of business at 6865 SW 18th Street, Suite B-13 Boca Raton, Florida 33433 (\u201chereinafter \u201cJag\u201d).\n 1. Pursuant to discussions between Flow and Jag, Flow has disclosed to Jag that certain parties, some of whom who have been identified to Jag and others who have yet to be identified by Flow to Jag (the \u201cIntroduced Parties\u201d), may be interested in entering into certain transactions with Jag.\n 2. Jag agrees that once Flow has disclosed the Identity of any Introduced Party to Jag, Jag, its officers, directors, shareholders, employees and agents shall not have any contacts with the Introduced Party other than through Flow, unless Flow grants permission in writing for such contacts. Specifically, Jag agrees not to circumvent, avoid or bypass Flow, either directly or indirectly, in order to avoid payment of fees or commissions; or otherwise benefit, either financially or otherwise, from any information supplied to it in the context of any transaction with an Introduced Party.\n 3. This Agreement shall be governed by and construed and enforced in accordance local laws of the State of Florida applicable to agreements made and to be performed within the State, without regard to conflict of laws principles thereof.\n 4. This Agreement shall inure to the benefit of, and is binding upon, the parties hereto and their respective principals, shareholders, heirs, officers, representatives, successors and assigns.\n 5. No waiver of any provisions hereof shall be valid unless it is in writing signed by the person against whom it is charged. No waiver of any provision herein shall constitute a waiver of any other provision hereof, or of the provision at any other time.\n 6. This is an agreement between separate legal entities and neither is the agent or employee of the other for any purpose whatsoever. The parties do not intend to create a partnership or joint venture between themselves. Neither party shall have the right to bind the other to any agreement with a third party or to inure any obligation or liabilities on behalf of the other party.\n 7. This Agreement contains the whole agreement between the parties concerning the subject matter hereof and there are no collateral or precedent representation, agreements or conditions not specifically set forth herein.\n 8. Any modification or amendment of any provisions of this Agreement must be in writing, signed by the parties hereof and dated subsequent to the date hereof.\n 9. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever;\n(i) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provisions held to be invalid, illegal or unenforceable) shall not in any way be effected or impaired thereby; and\n(ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held, invalid illegal or unenforceable.\n IN WITNESS WHEREOF, the partied hereto have executed this Non-Circumvention/Non-Disclosure agreement on the day, month and year first written above.\nFlow Capital Advisor, Inc. JAG Media Holding, Inc.\nBy: /s/ Albert Auer By: /s/ Thomas J. Mazzarisi\n Name: Albert Auer Name: Thomas J. 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The purpose of this agreement. This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other\u2019s affiliates, under the following terms. An \u201caffiliate\u201d is any legal entity that one of us owns, that owns one of us or that is under common control with one of us. \u201cControl\u201d and \u201cown\u201d mean possessing a 50% or greater interest in entity or the right to direct the management of the entity.\n2. Confidential Information.\na. What is included. \u201cConfidential Information\u201d is non-public information, know-how and trade secrets in any form that:\n\u2022 Are designated as \u201cconfidential\u201d; or\n\u2022 A reasonable person knows or reasonably should understand to be confidential.\nb. What is not included. The following types of information, however marked, are not confidential information. Information that:\n\u2022 Is, or becomes, publicly available without a breach of this agreement;\n\u2022 Was lawfully known to the receiver of the information without an obligation to keep it confidential;\n\u2022 Is received from another source who can disclose it lawfully and without an obligation to keep it confidential;\n\u2022 Is independently developed; or\n\u2022 Is a comment or suggestion one of us volunteers about the other\u2019s business, products or services.\n3. Treatment of confidential information.\na. In general. Subject to the other terms of this agreement, each of us agrees:\n\u2022 We will not disclose the other\u2019s confidential information to third parties; and\n\u2022 We will use and disclose the other\u2019s confidential information only for purposes of our business relationship with each other.\nb. Security precautions. Each of us agrees:\n\u2022 To take reasonable steps to protect the other\u2019s confidential information. These steps must be at least as protective as those we take to protect our own confidential information;\n\u2022 To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and\n\u2022 To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it.\nc. Sharing confidential information with affiliates and representatives.\n\u2022 A \u201crepresentative\u201d is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates.\n\u2022 Each of us may disclose the other\u2019s confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. Before doing so, each of us must:\n\u2022 ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this agreement; and\n\u2022 accept responsibility for each representative\u2019s use of confidential information.\n\u2022 Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives\u2019 unaided memories in the development or deployment of our respective products or services does not create liability under this agreement or trade secret law, and we agree to limit what we disclose to the other accordingly.\nd. Disclosing confidential information if required to by law. Each of us may disclose the other\u2019s confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order.\n4. Length of confidential information obligations.\na. Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other with 30 days\u2019 advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect.\nb. No other use or disclosure of confidential information. Except as permitted above, neither of us will use or disclose the other\u2019s confidential information for five years after we receive it. The five-year time period does not apply if applicable law requires a longer period.\n5. General rights and obligations.\na. Law that applies; jurisdiction and venue. The laws of the State of Washington govern this agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to exclusive jurisdiction and venue in the superior court of King county, Washington.\nb. Compliance with law. Each of us will comply with all export laws that apply to confidential information.\nc. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy.\nd. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this agreement. Each of us agrees that the other may seek court orders to stop confidential information from becoming public in breach of this agreement.\ne. Attorneys\u2019 fees. In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys\u2019 fees and costs.\nf. Transfers of this agreement. If one of us transfers this agreement, we will not disclose the other\u2019s confidential information to the transferee without the other\u2019s consent.\ng. Enforceability. If any provision of this agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this agreement will remain in place.\nh. Entire agreement. This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. We may have contracts with each other covering other specific aspects of our relationship (\u201cother contracts\u201d). The other contract may include commitments about confidential information, either within it or by referencing another non-disclosure agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding confidential information. It replaces all other agreements and understanding regarding confidential information. 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Confidential Information. The University will provide the Recipient with information relating to \u201cMethod for Identifying New Tumor Antigens (UILO File No. 02-083), and A Screen for Regulators of Antigenicity in Tumour and Normal Cells (UILO File No. 03-048)\u201d (the \u201cInformation\u201d) which includes, without limitation, any and all trade secrets, know-how, show-how, concepts, discoveries, inventions, research or technical data, and any other proprietary information. However, Recipient is under no obligation to maintain the confidentiality of Information which Recipient can show:\n(a) was public knowledge at the time of its disclosure to the Recipient,\n(b) became public knowledge during the term of this Agreement through no act or fault of the Recipient,\n(c) was in the possession of the Recipient prior to its disclosure, or\n(d) was lawfully acquired by the Recipient from a third party who was not under an obligation of confidentiality to the University.\n2. Ownership. The Information is and will at all times remain the exclusive property of the University and nothing in this Agreement grants the Recipient any right, title, interest or licence, implied or otherwise, in or to the Information.\n3. No Representation or Warranty. The Recipient acknowledges and agrees that the Information is experimental in nature and that THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS.\n4. Use. The Recipient will not use the Information for any purpose other than to evaluate the Information for commercial potential. Without limiting the generality of the foregoing, the Recipient will not use the Information to develop, or cause to develop, all or part of any process or product whether for\ninternal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise, resulting from a breach of this provision or any other provision of this Agreement.\n5. Term. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice.\n6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement.\n7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will, on the direction of the University, return or destroy the Information and will not retain any photocopy or other reproduction of any part of the Information.\n8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be construed to be a waiver of a subsequent breach of the same provision.\n9. Assignment. The Recipient will not assign all or part of this Agreement without the prior writter consent of the University.\n10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterpart, together with the other counterparts will constitute the entire Agreement.\n11. Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court.\nIN WITNESS WHEREOF the parties have executed this Agreement on the date first written above.\nUNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC.\nby its duly authorized officer: by its duly, authorized officer:\n/s/ David Jones /s/ Ronald Handford\nDavid Jones, Associate Director Name: Ronald Handford\nUniversity \u30fc Industry Liaison Office Title: President and CEO\nInternal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise resulting from a breach of this provision or any other provision of this Agreement.\n5. TERM. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice.\n6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement.\n7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will on the direction of the University, destroy the Information and will not retain any photocopy or other reproduction of my part of the Information.\n8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be constructed to be a wavier of a subsequent breach of the same provision.\n9. Assignment. The recipient will not assign all or part of this Agreement without the prior written consent of the University.\n10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterparts together with the other counterparts will constitute the entire Agreement.\n11. Governing Law and Jurisdiction. The Agreement will be governed by and construct under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court.\nIN WITNESS WHEREOF the parties have executed this Agreement on the date first written above.\nUNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC.\nby its duly authorized officer by its duly authorized officer:\n/s/ David Jones /s/ Ronald Handford\nDavid Jones, Associate Director Name : Ronald Handford\nUniversity-Industry Liaison Office Title: President and CEO\n", "spans": [ [ 0, 12 ], [ 13, 37 ], [ 38, 87 ], [ 88, 96 ], [ 97, 367 ], [ 367, 394 ], [ 394, 408 ], [ 409, 428 ], [ 428, 432 ], [ 433, 462 ], [ 462, 605 ], [ 605, 620 ], [ 620, 648 ], [ 649, 783 ], [ 784, 813 ], [ 813, 1251 ], [ 1251, 1365 ], [ 1366, 1438 ], [ 1439, 1542 ], [ 1543, 1613 ], [ 1614, 1745 ], [ 1746, 1760 ], [ 1760, 1986 ], [ 1987, 2021 ], [ 2021, 2410 ], [ 2411, 2543 ], [ 2543, 2718 ], [ 2719, 2760 ], [ 2760, 3174 ], [ 3175, 3184 ], [ 3184, 3383 ], [ 3384, 3403 ], [ 3403, 3704 ], [ 3705, 3746 ], [ 3746, 4017 ], [ 4018, 4032 ], [ 4032, 4202 ], [ 4202, 4326 ], [ 4327, 4342 ], [ 4342, 4454 ], [ 4455, 4493 ], [ 4493, 4880 ], [ 4880, 5062 ], [ 5063, 5099 ], [ 5099, 5265 ], [ 5265, 5482 ], [ 5483, 5575 ], [ 5576, 5635 ], [ 5636, 5700 ], [ 5701, 5736 ], [ 5737, 5790 ], [ 5791, 5852 ], [ 5853, 5894 ], [ 5894, 6307 ], [ 6308, 6317 ], [ 6317, 6516 ], [ 6517, 6536 ], [ 6536, 6837 ], [ 6838, 6879 ], [ 6879, 7138 ], [ 7139, 7153 ], [ 7153, 7323 ], [ 7323, 7449 ], [ 7450, 7465 ], [ 7465, 7577 ], [ 7578, 7616 ], [ 7616, 8003 ], [ 8003, 8185 ], [ 8186, 8222 ], [ 8222, 8387 ], [ 8387, 8604 ], [ 8605, 8697 ], [ 8698, 8757 ], [ 8758, 8820 ], [ 8821, 8856 ], [ 8857, 8911 ], [ 8912, 8971 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 34, 59 ] }, "nda-15": { "choice": "Entailment", "spans": [ 22 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 15 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 32 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "Contradiction", "spans": [ 34, 59 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 32, 57 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 16, 20 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 25, 26, 27, 57 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001094038/000095013405007541/d23996exv10w4.htm" }, { "id": 562, "file_name": "1094348_0001144204-18-026846_tv493416_exd2.htm", "text": "Exhibit (d)(2)\nFebruary 8th, 2018\nNICE Ltd.\n13 Zarchin Street\nRaanana\nIsrael\nNon-Disclosure Agreement\nLadies and Gentlemen:\nIn connection with your consideration of the possible business combination transaction (the \u201cTransaction\u201d) between you and Mattersight Corporation (the \u201cCompany\u201d), the Company and you expect to make available to one another certain nonpublic information concerning their respective businesses, financial condition, operations, technologies, assets and liabilities. As a condition to such information being furnished to each party and its controlled subsidiaries, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, \u201cRepresentatives\u201d), each party agrees to treat any nonpublic information concerning the other party (whether prepared by the disclosing party, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to a party or to its Representatives now or in the future during the term of this letter agreement by or on behalf of the disclosing party (herein collectively referred to as the \u201cEvaluation Material\u201d) in accordance with the provisions of this letter agreement (this \u201cAgreement\u201d), and to take or abstain from taking certain other actions hereinafter set forth.\n1. Evaluation Material. The term \u201cEvaluation Material\u201d shall be deemed to include all information, records, notes, analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents prepared by each party or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto, which is not available to the general public. The term \u201cEvaluation Material\u201d does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party\u2019s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information or (iv) is independently developed by the receiving party without use of Evaluation Material provided such independent development can reasonably be proven by contemporaneous written records. For the avoidance of doubt, the failure by the disclosing party to include any legend or other marking of the Evaluation Material as confidential or proprietary shall not be dispositive as to whether such information is Evaluation Material, provided that such information should reasonably be deemed by its nature to be confidential.\n2. Purpose of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purpose of evaluating the Transaction and shall not affect, in any way, each party\u2019s relative competitive position to the other party or to other entities. It is further agreed that the information to be disclosed to each other shall only be that information which is reasonably necessary to evaluate the Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. Notwithstanding the foregoing, any information that is inadvertently disclosed and not reasonably necessary for such purposes shall be immediately returned to the disclosing party, and shall otherwise be treated as Evaluation Material.\n3. Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other\u2019s Evaluation Material solely for the purpose of evaluating the Transaction. The receiving party shall hold the disclosing party\u2019s Evaluation Material strictly confidential and shall not disclose such Evaluation Material in any manner to, or permit the use thereof by, any person or entity other than its Representatives that who in each case have a \u201cneed to know\u201d (as defined below) or have access to such Evaluation Material in order to perform their responsibilities in connection with the Transaction and who are subject to obligations of confidentiality substantially similar to those imposed by this Agreement. A \u201cneed to know\u201d means that the Representative(s) requires access to the Confidential Information in order to accomplish or effect the Transaction. The receiving party shall be responsible for any breaches of the terms of this Agreement by its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. The receiving party shall make only the number of copies of Evaluation Material necessary to disseminate the information to the Representatives and ensure that any confidentiality or copyright notices set forth on the Evaluation Material are reproduced in full on such copies. In no event may a receiving party reverse engineer, decompile, or disassemble any Evaluation Materials. The receiving party shall safeguard the Confidential Information with at least the same degree of care to avoid unauthorized disclosure and use as Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care. The receiving party shall provide the disclosing party with full and prompt written notice of any breach in the security or confidentiality of the Evaluation Material while in the receiving party or its Representatives possession or control, including potential breach resulting from an unauthorized intrusion.\n4. Non-Disclosure of Transaction. In addition, each party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person the existence of this Agreement, the fact that any Evaluation Material has been made available hereunder, that discussions are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, or that the Transaction is being contemplated; provided, that a party may make such disclosure if, in the written opinion of such party\u2019s outside counsel, such disclosure is necessary to avoid committing a violation of law. In such event, the party required to make such disclosure shall comply with the provisions of paragraph 5 below.\n5. Required Disclosure of Evaluation Material. In the event that a party or its Representatives are required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the receiving party\u2019s securities are listed or quoted) to disclose (i) any of the other party\u2019s Evaluation Material or (ii) that discussions are taking place concerning the Transaction, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of counsel, legally compelled by any requirement described in the first sentence of this paragraph 5 to disclose the other party\u2019s Evaluation Material to any third party, the party requested or required to make the disclosure or its Representative may disclose to such third party only that portion of the other party\u2019s Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable best efforts to preserve the confidentiality of the other party\u2019s Evaluation Material, including, without limitation, by fully cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party\u2019s Evaluation Material by any third party to which disclosure is made (at the other party\u2019s expense).\n6. Privileged Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Any Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege.\n7. Sensitive Information. To the extent that any Evaluation Material may include extremely sensitive material or information of Company relating to pricing information, prospective client lists, patent information, trade secrets, or source code that is identified by the Company in writing as sensitive (\"Sensitive Information\u201d), you understand and agree that in addition to all of the restrictions applying to Evaluation Material you shall comply with the additional restrictions outlined in this Section 7. For purposes of Sensitive Information, each Representative must also be approved by the Company prior to receiving such Sensitive Information. Company will determine, in its sole discretion, whether the proposed Representative is able to exploit the Sensitive Information commercially. Representatives are not authorized to further disclose such Sensitive Information to any other Representative without prior authorization from Company. Furthermore, for certain components of Sensitive Information Company may have additional specific data security procedures, requirements and instructions to which the you or your Representatives must comply prior to receiving or using such Sensitive Information.\n8. Termination of Discussions. This letter agreement shall be in effect for a period of one year from the date hereof. Until a definitive agreement regarding the Transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Transaction by virtue of this Agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Each party may, in its sole discretion, terminate discussions and negotiations with the other party at any time and for any reason. If either party decides that it does not wish to proceed with the Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination. In that case, or at any time upon the request of the disclosing party for any reason, each receiving party will promptly deliver to the disclosing party any and all Evaluation Material (and all copies thereof and extracts therefrom, whether in hard-copy form or intangible media, such as electronic mail or computer files) furnished to the receiving party or its Representatives by or on behalf of the disclosing party. In the event of such a decision or request, all Evaluation Material prepared by the receiving party shall be destroyed and no copy thereof shall be retained, the receiving party shall provide written confirmation of such destruction. In no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality, non-use and other obligations hereunder for a period of three (3) years from the date of this letter agreement.\n9. No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party\u2019s Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.\n10. Waiver. It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\n11. Non-Solicitation. In consideration of the Evaluation Material being furnished to you, each party agrees that for a period of one year from the date set forth above, without the other party\u2019s prior written consent, neither party nor its affiliates will solicit, directly or indirectly, to employ any person who is now employed by the other party or its affiliates and is directly involved in the discussions hereunder (a \u201cCovered Person\u201d). The term \u201csolicit to employ\u201d shall not be deemed to include: (i) general solicitations of employment not specifically directed toward employees of the other party, (ii) an event in which such Covered Person contacts the such party or its Representatives on the Covered Person\u2019s own initiative without any direct or indirect solicitation by or encouragement from such party or its Representatives, or (iii) such Covered Person is referred to such party by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by such party to solicit the employees of the other party.\n12. Independent Development. The disclosing party acknowledges that the receiving party may currently be, or may in the future become, a competitor of the disclosing party or may be engaged or in discussions with competitors of the disclosing party. The terms of this letter agreement shall not be construed to limit the receiving party\u2019s right to develop independently or acquire products without use of the Evaluation Material. The disclosing party acknowledges that receiving party may currently or in the future be developing information internally, or be receiving information from other parties, that may be similar or related to the Evaluation Material. Accordingly, nothing in this letter agreement shall be construed as a representation or inference that receiving party does not have or shall not develop, or have developed for it or for any third party, or engage any third party that has rights to, products, concepts, systems or techniques, that, without violation of this letter agreement, are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material.\n13. Securities Laws. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by Federal and state securities laws on the purchase or sale of securities by it or its Representatives have received material, nonpublic information (i.e., information that is (i) specific, (ii) non- public and (iii) likely to have a material effect on the market price of the issuer\u2019s securities if and when made public (such that a reasonable investor would consider the information material in deciding whether to buy, hold or sell the issuer\u2019s securities)) from the issuer of such securities and on the communication of such information to any other person or entity when it is reasonably foreseeable that such other person or entity is likely to purchase or sell securities.\n14. Standstill. You agree that, for the period ending the earlier of (i) one year from the effective date of this Agreement and (ii) the date the Company enters into a definitive agreement with another party with respect to a Transaction, you will not, and you will not authorize or permit any Representatives acting on your behalf to, without the prior approval of the Board of Directors of the Company, (a) acquire or make any proposal to acquire any securities or assets of the Company, (b) propose to enter into any merger, consolidation, business combination, restructuring, recapitalization or other extraordinary transaction of or involving Company or the purchase of a material portion of the assets of Company, (c) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of Company, (d) otherwise act or seek to control or influence the management, Board of Directors, or policies of Company, (e) form, join, or participate in a \u201cgroup\u201d (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, (f) disclose any intention, plan, or arrangement inconsistent with any of the foregoing, or (g) take any action which might require Company to make a public announcement regarding the possibility of the Transaction. Notwithstanding anything contained herein to the contrary, you are permitted to purchase equity securities in the ordinary course of business that does not in any event result in an aggregate ownership by you of more than 10% of the outstanding amount of any class of equity securities of Company.\n15. Miscellaneous. Each party acknowledges and agrees that money damages may not be an adequate remedy for an actual or threatened breach of this Agreement, and the nonbreaching party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In case any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law.\n16. Governing Law; Forum. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. In any dispute between the parties arising out of or relating to this Agreement, (i) each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and Federal courts located in the State of New York, (ii) if any action is commenced in state court, then, subject to applicable law, no party shall object to the removal of such action to any Federal court located in the State of New York, (iii) each party irrevocably waives the right to trial by jury and (iv) each party irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid.\n17. Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning confidentiality of their respective Evaluation Material, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party hereto, unless approved in writing by each such party.\n18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.\nPlease confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Company.\nVery truly yours,\nMATTERSIGHT CORPORATION\nBy: /s/ David B. Mullen\nName: David B. Mullen\nTitle: CFO\nAccepted and agreed to as of the date first written above:\nNICE Ltd.\n By: /s/ Eran Liron\nName: Eran Liron\nTitle: EVP Marketing & Corporate Development\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 33 ], [ 34, 43 ], [ 44, 61 ], [ 62, 69 ], [ 70, 76 ], [ 77, 92 ], [ 92, 101 ], [ 102, 123 ], [ 124, 489 ], [ 489, 1026 ], [ 1026, 1365 ], [ 1366, 1390 ], [ 1390, 1816 ], [ 1816, 1882 ], [ 1882, 2034 ], [ 2034, 2471 ], [ 2471, 2907 ], [ 2907, 3096 ], [ 3096, 3429 ], [ 3430, 3479 ], [ 3479, 3758 ], [ 3758, 4029 ], [ 4029, 4264 ], [ 4265, 4296 ], [ 4296, 4449 ], [ 4449, 4677 ], [ 4677, 4989 ], [ 4989, 5137 ], [ 5137, 5495 ], [ 5495, 5772 ], [ 5772, 5876 ], [ 5876, 6140 ], [ 6140, 6450 ], [ 6451, 6485 ], [ 6485, 7109 ], [ 7109, 7221 ], [ 7222, 7269 ], [ 7269, 7691 ], [ 7691, 7743 ], [ 7743, 8092 ], [ 8092, 9203 ], [ 9204, 9231 ], [ 9231, 9914 ], [ 9914, 10202 ], [ 10202, 10380 ], [ 10381, 10407 ], [ 10407, 10890 ], [ 10890, 11033 ], [ 11033, 11176 ], [ 11176, 11328 ], [ 11328, 11590 ], [ 11591, 11622 ], [ 11622, 11710 ], [ 11710, 12073 ], [ 12073, 12205 ], [ 12205, 12424 ], [ 12424, 12844 ], [ 12844, 13078 ], [ 13078, 13227 ], [ 13227, 13508 ], [ 13509, 13543 ], [ 13543, 13784 ], [ 13784, 14072 ], [ 14072, 14318 ], [ 14319, 14331 ], [ 14331, 14649 ], [ 14650, 14672 ], [ 14672, 15093 ], [ 15093, 15154 ], [ 15154, 15257 ], [ 15257, 15493 ], [ 15493, 15734 ], [ 15735, 15764 ], [ 15764, 15985 ], [ 15985, 16165 ], [ 16165, 16396 ], [ 16396, 16871 ], [ 16872, 16893 ], [ 16893, 17227 ], [ 17227, 17241 ], [ 17241, 17262 ], [ 17262, 17730 ], [ 17731, 17747 ], [ 17747, 17800 ], [ 17800, 17859 ], [ 17859, 18136 ], [ 18136, 18221 ], [ 18221, 18451 ], [ 18451, 18614 ], [ 18614, 18724 ], [ 18724, 18901 ], [ 18901, 18993 ], [ 18993, 19117 ], [ 19117, 19414 ], [ 19415, 19434 ], [ 19434, 19718 ], [ 19718, 19887 ], [ 19887, 20270 ], [ 20271, 20297 ], [ 20297, 20482 ], [ 20482, 20563 ], [ 20563, 20737 ], [ 20737, 20925 ], [ 20925, 20992 ], [ 20992, 21124 ], [ 21125, 21147 ], [ 21147, 21459 ], [ 21460, 21478 ], [ 21478, 21652 ], [ 21653, 21860 ], [ 21861, 21878 ], [ 21879, 21902 ], [ 21903, 21926 ], [ 21927, 21948 ], [ 21949, 21959 ], [ 21960, 22018 ], [ 22019, 22028 ], [ 22029, 22030 ], [ 22030, 22048 ], [ 22049, 22065 ], [ 22066, 22077 ], [ 22077, 22110 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 32 ] }, "nda-16": { "choice": "Entailment", "spans": [ 57, 58, 59 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 36 ] }, "nda-2": { "choice": "Entailment", "spans": [ 48 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 20 ] }, "nda-19": { "choice": "Entailment", "spans": [ 61 ] }, "nda-12": { "choice": "Entailment", "spans": [ 15, 19, 76, 77, 78 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 59 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 69, 85, 86, 87, 90 ] }, "nda-7": { "choice": "Entailment", "spans": [ 11, 27, 28 ] }, "nda-17": { "choice": "Entailment", "spans": [ 31 ] }, "nda-8": { "choice": "Entailment", "spans": [ 39, 40, 41 ] }, "nda-13": { "choice": "Entailment", "spans": [ 15, 18, 76, 77, 78 ] }, "nda-5": { "choice": "Entailment", "spans": [ 11, 27, 28 ] }, "nda-4": { "choice": "Entailment", "spans": [ 22, 26 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001094348/000114420418026846/tv493416_exd2.htm" }, { "id": 566, "file_name": "1112422_0000950153-08-001257_p75864exv99wxeyx4y.htm", "text": "Exhibit (e)(4)\nNONDISCLOSURE AGREEMENT\nTHIS NONDISCLOSURE AGREEMENT (this \u201cAgreement\u201d), dated as of March 28, 2007, is made by and between Motive, Inc., a Delaware corporation, with a principal place of business at 12515 Research Boulevard, Building 5, Austin, Texas 78759 USA (hereinafter \u201cMotive\u201d) and Alcatel-Lucent, a a Societe Anonyme organized under the laws of the Republic of France, with a principal office at 54 rue La Boetie, 75008 Paris, France (hereinafter \u201cAlcatel Lucent\u201d).\nRECITALS\nWHEREAS, Motive and Alcatel Lucent (jointly, the \u201cParties\u201d and each individually, a \u201cParty\u201d) desire to enter into discussions related to a possible business combination (the \u201cPossible Transaction\u201d), and these discussions will of necessity involve the disclosure by one Party (the \u201cDisclosing Party\u201d) to the other Party (the \u201cReceiving Party\u201d) of confidential and proprietary information; and\nWHEREAS, the Parties desire to (i) keep their discussions and the nature and scope thereof confidential; and (ii) reach an understanding with respect to the disclosure of such information and the confidentiality of the discussions in general;\nNOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:\n1. Definitions. The following terms shall have the meanings set forth below:\n1.1. \u201cConfidential Information\u201d includes all non-public information, whether written or oral (whatever the form or storage medium), or gathered by inspection, or acquired, directly or indirectly, by one Party or its Representatives from the other Party or its Representatives in connection with a Possible Transaction, regardless of whether such information is specifically identified as \u201cconfidential.\u201d The term \u201cConfidential Information\u201d does not include information which (i) was known to the Receiving Party or its Representatives or was in its or any of its Representatives\u2019 possession prior to the date of its disclosure pursuant to this Agreement (except for information which was previously disclosed to the Receiving Party or its Representatives under an obligation of confidentiality to the Disclosing Party or its Representatives and which continues to remain subject to those confidentiality obligations); (ii) is or becomes generally available to the public other than through an unauthorized disclosure by the Receiving Party or its Representatives in violation of this Agreement; (iii) becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party\u2019s knowledge, prohibited from transmitting such Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party or its Representatives; or (iv) is independently developed by the Receiving Party or any of its Representatives as demonstrated by the written records of such Party or Representatives which have not had access to the other Party\u2019s Confidential Information.\n1.2. \u201cPerson\u201dshall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, limited liability company or other entity.\n1.3. \u201cRepresentatives\u201d means a Party\u2019s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors.\n1.4. \u201cResiduals\u201d means technological information and all ideas, concepts, and understandings related thereto that would be inadvertently retained in non-tangible form in the unaided memory of an ordinary Person unless such Person intentionally memorized such technological information, ideas, concepts and understandings for the purpose of retaining and subsequently using or disclosing it for purposes other than as authorized by this Agreement.\n2. Confidential Information.\n2.1. Each Party recognizes and acknowledges the value of the Confidential Information and the damage that could result if the Confidential Information were used or disclosed except as authorized by this Agreement. Except as otherwise required by applicable law or regulatory authority, each Party agrees to keep confidential and not disclose, and cause its Representatives to keep confidential and not disclose, to any Person the Confidential Information it or its Representatives receives from the other Party or its Representatives without the Disclosing Party\u2019s prior written consent, except as provided below. The Receiving Party or its Representatives shall be entitled to disclose the Confidential Information of the Disclosing Party and provide copies of the same, without the Disclosing Party\u2019s prior written consent, to those Representatives of the Receiving Party who need to know such Confidential Information solely for the purpose of evaluating the Possible Transaction. The Receiving Party shall be responsible for any violations of any provision of this Agreement caused by any of the Receiving Party\u2019s Representatives.\n2.2. The Receiving Party acknowledges that the Evaluation Material is being furnished to the Receiving Party in consideration of the Receiving Party\u2019s agreement that it will not propose to the Disclosing Party or any other person any transaction between the Receiving Party and the Disclosing Party and/or its security holders or involving any of its securities or security holders unless the Disclosing Party shall have requested in writing that the Receiving Party make such a proposal, and that the Receiving Party will not acquire, or assist, advise or encourage any other persons in acquiring, directly or indirectly, control of the Disclosing Party or any of the Disclosing Party\u2019s securities, businesses or assets for a period of two (2) years from the date of this Agreement unless the Disclosing Party shall have consented in advance in writing to any such action.\n2.3 The Receiving Party agrees that it will not use the Evaluation Material in any way directly or indirectly detrimental to the Disclosing Party. In particular, the Receiving Party agrees that it and its Representatives will not knowingly, as a result of knowledge or information obtained from the Evaluation Material or otherwise in connection with the Possible Transaction, directly or indirectly: (i) solicit, divert or attempt to solicit or divert any business or customer of the Disclosing Party or any of its affiliates; nor (ii) solicit, the employment of, employ, divert or attempt any of the foregoing with respect to, any employee of the Disclosing Party or any of its affiliates\n3. Use of Confidential Information for Evaluation; Disclosure. Neither the Receiving Party nor any of its Representatives shall use the Confidential Information for any purpose, other than evaluation of the Possible Transaction. Each Party hereby acknowledges that it is aware, and that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that United States securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The restrictions on disclosure and use of Confidential Information in this Agreement shall extend until the earlier of (a) the expiration of the period set forth in Section 14 of this Agreement, (b) the Parties\u2019 entry into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions that supersede this Agreement with respect to the Confidential Information, and (c) such time, if ever, the Confidential Information becomes publicly available (otherwise than through a breach of this Agreement). Except to the extent the Receiving Party\u2019s legal counsel advises the Receiving Party that disclosure is required by applicable law or regulatory authority, without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct the Receiving Party\u2019s Representatives not to, disclose to any other Person that such Confidential Information has been requested or made available, that discussions or negotiations are taking place concerning the Possible Transaction, or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof, or the term of this Agreement.\n4. Requested Disclosure of Confidentialdential Information.\n4.1 In the event that a Receiving Party or anyone to whom the Receiving Party transmits such Confidential Information pursuant to this Agreement is legally requested (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) or otherwise required to disclose any Confidential Information of a Disclosing Party, the Receiving Party will, except as prohibited by law, provide the Disclosing Party with written notice of same, prior to disclosing such Confidential Information, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless legally compelled to disclose such Confidential Information, it may, without liability hereunder, furnish only that portion of such Confidential Information that is legally required and will exercise reasonable commercial efforts to obtain assurance that confidential treatment will be accorded such Confidential Information.\n4.2 If either Party, in its sole judgment, determines that it is required by applicable securities laws to make disclosures or public statements prohibited by Paragraph 3, the Party may make such disclosures or public statements as may be required by securities laws. The Disclosing Party shall provide the other Party with prior notice to the extent practicable.\n5. No License; Use. Neither the execution of this Agreement, nor the furnishing of any materials or Confidential Information hereunder, shall be construed as granting or conferring any rights to the other Party, either expressly or by implication, estoppel or otherwise, any license under any trademark, patent, copyright, technological information or other information, or other intellectual property; provided, however, that a Person who has used or seen materials or information pursuant to this Agreement shall not be precluded from using or disclosing Residuals. Nothing in this Agreement shall be construed to limit the Receiving Party\u2019s right to independently develop information, materials, technology, or other products or services for itself or for others which may compete with the Disclosing Party so long as no disclosures or use in violation of this Agreement has been made by the Receiving Party. Furthermore, nothing herein shall be construed as a representation or inference by Receiving Party that it has not already developed, or may be in the process of developing, or may have already rightfully received or acquired from third parties, information similar to that Confidential Information to be disclosed by Disclosing Party hereunder.\n6. Ownership of Confidential Information. The Confidential information shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return thereof at any time by written notice to the Receiving Party. Upon receipt of such notice, the Receiving Party shall (a) return to the Disclosing Party all Confidential Information received by the Receiving Party or its Representatives from the Disclosing Party or its Representatives; and (b) destroy and cause each of its Representatives to destroy each and every copy of any documents, drawings, data, memoranda and other written Materials together with any tapes and computer stored information or the parts thereof extracted from, embodying, containing or relating to such other party\u2019s Confidential Information; provided, however, that one (1) copy of the Confidential Information may be retained by the Receiving Party\u2019s outside counsel on a confidential basis for purposes of verification. Any destruction pursuant to (b) in the preceding sentence shall be promptly confirmed in writing.\n7. No Warranties. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives makes any representation or warranty hereunder as to the accuracy or completeness of any Confidential Information of the Disclosing Party or other information disclosed pursuant to this Agreement, each Party agrees to assume full responsibility for all conclusions it derives from the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor its Representatives shall have any liability hereunder to the Receiving Party or to any of the Receiving Party\u2019s Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws, or otherwise) as a result of the use of such Confidential Information by the Receiving Party and the Receiving Party\u2019s Representatives, it being understood that only those particular representations and warranties that may be made to the Receiving Party by the Disclosing Party or its affiliates in a definitive transaction agreement, when, as and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect. Each Party and its respective Representatives hereby expressly disclaim any and all liability that may be based, in whole or in part, on errors or omissions in any Confidential Information furnished hereunder. Unless and until a definitive agreement (the \u201cDefinitive Agreement\u201d) with respect to a Possible Transaction has been executed and delivered by the Parties hereto, neither Party will be under any legal Obligation of any kind whatsoever to proceed with a Possible Transaction in whole or in part or to continue discussions relating thereto by virtue of this Agreement or any written or oral expression with respect to such a Possible Transaction by any of its Representatives. Prior to the execution and delivery of the Definitive Agreement, either party may terminate discussions and negotiations regarding a Possible Transaction at any time, wit lout any liability whatsoever, save for the obligations and duties specifically agreed to herein For the purposes hereof, the term \u201cDefinitive Agreement\u201d does not include an executed letter of intent or any other preliminary written agreement nor does it include any written or verbal acceptance of an offer or bid.\n8. Notices. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be personally delivered, mailed using first-class, registered, or certified mail, postage prepaid, sent using a nationally recognized overnight courier to the following addresses or to such other address as the parties hereto may designate in writing:\nALCATEL LUCENT:\nALCATEL LUCENT\n600 Mountain Avenue\nMurray Hill, NJ 07974\nAttn: John R. McCord\nwith a copy to:\nALCATEL LUCENT\n600 Mountain Avenue\nMurray Hill, NJ 07974\nAttn: General Counsel\nMOTIVE:\nMOTIVE, INC.\n12515 Research Boulevard\nBuilding 5\nAustin, TX 78759\nUSA\nAttn: General Counsel\nAll such notices, requests, consents and other communications shall be deemed to be properly given (a) if delivered personally to the address as provided in this Section, upon delivery, (b) if sent by mail, three (3) business days after the same has been deposited in mail, addressed and postage prepaid as set forth above and (c) if delivered by overnight courier to the address as provided in this Section, on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party hereto.\n9. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.\n10. Entire Agreement: Amendments: Consent to Assignment. This Agreement comprises the full agreement between the Parties concerning the subject matter hereof. This Agreement supersedes any prior understandings or agreements, regardless of form, between the Parties with respect to the subject matter hereof. No amendments, changes or modifications may be made to this Agreement without the express written consent of each of the Parties hereto. This Agreement and the rights and obligations of a Party hereunder may not be assigned, directly, indirectly, by operation of law or otherwise, by either Part) without the prior written consent of the other Party.\n11. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. The state and federal courts located in New York shall have non-exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each Party consents to the personal jurisdiction and venue of these courts. Each Party waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in any court in the state of New York and any claim that it may now or hereafter have that any such proceeding in any court in the state of New York has been brought in an inconvenient forum.\n12. Remedies; Legal Fees. Each Party acknowledges that the other would be irreparably injured if the Receiving Party breaches any of its obligations under this Agreement. The Parties each agree that money damages would not be a sufficient remedy for any breach of this Agreement and that, in the event of a breach by a Party or its Representatives, the other Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by a Party or its Representatives but shall be in addition to all other remedies available at law or equity to the non-breaching Party. Each Party expressly agrees to waive the defense that a remedy in damages will be adequate, and agrees to use its reasonable best efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a Party or any of its Representatives have breached this Agreement, then such Party shall be liable and pay to the other Party the reasonable legal fees and expenses incurred by the other Party in connection with such litigation, including any appeal therefrom.\n13. Waiver. Each Party understands and agrees that no failure or delay by the other Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder.\n14. Term of Agreement. This Agreement and the obligations of the Parties hereunder shall terminate two years from the date hereof.\n15. Binding Effect. This Agreement shall benefit and be binding upon the Parties and their respective permitted successors and assigns.\n16. Construction. This Agreement has been negotiated by the Parties and their respective attorneys, and the language of this Agreement shall not be construed for or against either Party.\n17. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. The original signature copy shall be delivered to the other party by overnight courier. The failure to deliver the original signature copy and/or the nonreceipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Agreement.\nIN WITNESS WHEREOF, this Nondisclosure Agreement has been executed by the parties hereto as of the day and year first written above.\nAlcatel-Lucent\nBy: /s/ Scott M. Ashby\nName: Scott M. Ashby\nTitle: DEPUTY CFO\nMotive, Inc.\na Delawara corporation\nBy: /s/ Jack Greenberg\nName: Jack Greenberg\nTitle: GENERAL COUNSEL & SECRETARY\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 38 ], [ 39, 488 ], [ 489, 497 ], [ 498, 889 ], [ 890, 921 ], [ 921, 999 ], [ 999, 1132 ], [ 1133, 1379 ], [ 1380, 1396 ], [ 1396, 1456 ], [ 1457, 1861 ], [ 1861, 1932 ], [ 1932, 2375 ], [ 2375, 2552 ], [ 2552, 2943 ], [ 2943, 3172 ], [ 3173, 3347 ], [ 3348, 3601 ], [ 3602, 4048 ], [ 4049, 4077 ], [ 4078, 4292 ], [ 4292, 4692 ], [ 4692, 5062 ], [ 5062, 5212 ], [ 5213, 6086 ], [ 6087, 6091 ], [ 6091, 6234 ], [ 6234, 6488 ], [ 6488, 6619 ], [ 6619, 6777 ], [ 6778, 6841 ], [ 6841, 7007 ], [ 7007, 7084 ], [ 7084, 7593 ], [ 7593, 7712 ], [ 7712, 7788 ], [ 7788, 7989 ], [ 7989, 8122 ], [ 8122, 8767 ], [ 8768, 8827 ], [ 8828, 8832 ], [ 8832, 9491 ], [ 9491, 9930 ], [ 9931, 9935 ], [ 9935, 10199 ], [ 10199, 10294 ], [ 10295, 10315 ], [ 10315, 10863 ], [ 10863, 11207 ], [ 11207, 11552 ], [ 11553, 11595 ], [ 11595, 11784 ], [ 11784, 11839 ], [ 11839, 12012 ], [ 12012, 12520 ], [ 12520, 12548 ], [ 12548, 12617 ], [ 12618, 12636 ], [ 12636, 13038 ], [ 13038, 13831 ], [ 13831, 14041 ], [ 14041, 14516 ], [ 14516, 14784 ], [ 14784, 15002 ], [ 15003, 15015 ], [ 15015, 15386 ], [ 15387, 15402 ], [ 15403, 15417 ], [ 15418, 15437 ], [ 15438, 15459 ], [ 15460, 15480 ], [ 15481, 15496 ], [ 15497, 15511 ], [ 15512, 15531 ], [ 15532, 15553 ], [ 15554, 15575 ], [ 15576, 15583 ], [ 15584, 15596 ], [ 15597, 15603 ], [ 15603, 15621 ], [ 15622, 15632 ], [ 15633, 15649 ], [ 15650, 15653 ], [ 15654, 15675 ], [ 15676, 15775 ], [ 15775, 15862 ], [ 15862, 16003 ], [ 16003, 16380 ], [ 16380, 16577 ], [ 16578, 16595 ], [ 16595, 16876 ], [ 16877, 16934 ], [ 16934, 17036 ], [ 17036, 17185 ], [ 17185, 17322 ], [ 17322, 17535 ], [ 17536, 17565 ], [ 17565, 17870 ], [ 17870, 18110 ], [ 18110, 18413 ], [ 18414, 18440 ], [ 18440, 18445 ], [ 18445, 18585 ], [ 18585, 18894 ], [ 18894, 19124 ], [ 19124, 19275 ], [ 19275, 19393 ], [ 19393, 19762 ], [ 19763, 19775 ], [ 19775, 20082 ], [ 20083, 20106 ], [ 20106, 20213 ], [ 20214, 20234 ], [ 20234, 20349 ], [ 20350, 20368 ], [ 20368, 20536 ], [ 20537, 20577 ], [ 20577, 20704 ], [ 20704, 20870 ], [ 20870, 21082 ], [ 21082, 21170 ], [ 21170, 21353 ], [ 21354, 21486 ], [ 21487, 21501 ], [ 21502, 21524 ], [ 21525, 21545 ], [ 21546, 21563 ], [ 21564, 21576 ], [ 21577, 21599 ], [ 21600, 21622 ], [ 21623, 21643 ], [ 21644, 21678 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 49, 53 ] }, "nda-10": { "choice": "Entailment", "spans": [ 40 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Contradiction", "spans": [ 12 ] }, "nda-19": { "choice": "Contradiction", "spans": [ 36, 37 ] }, "nda-12": { "choice": "Entailment", "spans": [ 13, 17, 50, 51 ] }, "nda-20": { "choice": "Entailment", "spans": [ 54, 56 ] }, "nda-3": { "choice": "Entailment", "spans": [ 12 ] }, "nda-18": { "choice": "Entailment", "spans": [ 29, 31 ] }, "nda-7": { "choice": "Entailment", "spans": [ 19, 23, 24 ] }, "nda-17": { "choice": "Entailment", "spans": [ 24 ] }, "nda-8": { "choice": "Entailment", "spans": [ 43, 46, 47 ] }, "nda-13": { "choice": "Entailment", "spans": [ 13, 16, 50, 51 ] }, "nda-5": { "choice": "Entailment", "spans": [ 19, 24 ] }, "nda-4": { "choice": "Contradiction", "spans": [ 49 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001112422/000095015308001257/p75864exv99wxeyx4y.htm" }, { "id": 567, "file_name": "1112999_0001193125-08-214471_dex105.htm", "text": "Mutual Non-Disclosure Agreement\nThis Agreement is made as of the 30th day of May, 2008 between e-Smart technologies, Inc., and all of its subsidiaries and affiliates acting through its offices located at 526 W. 26th St./Ste. 710, New York, N.Y. 10001 (\u201cE-SMART\u201d), and \u201cLee&Pak,.Ltd\u201d, a Korean corporation, and all of its subsidiaries and affiliates acting through its offices located at 1599-2 LG Edat Bldg 9th FI., Seocho-dong, Seocho-Gu, Seoul, Korea (\u201cLEE&PAK\u201d).\nBACKGROUND:\n1. For the limited and sole purpose, of evaluating E-SMART\u2019s business and LEE&PAK\u2019s technology in contemplation of a potential to be agreed, mutually acceptable business arrangement, it is contemplated that each of LEE&PACK will require access to certain Confidential Information, as hereinafter defined, of the other.\n2. Each party wishes to protect the confidentiality of its Confidential Information that may be disclosed hereunder.\nIN CONSIDERATION of the background and the mutual covenants and agreements herein contained, the parties hereto agree as follows:\nARTICLE 1\nINTERPRETATION\n1.01 Definitions. In this Agreement, unless something in the subject matter or context is inconsistent therewith:\n\u201cAgreement\u201d means this Agreement and all amendments made hereto by written agreement between LEE&PAK and E-SMART.\n\u201cBusiness Day\u201d means any day except Saturday, Sunday and statutory holidays observed in the Country of Korea.\n\u201cDisclosing Party\u201d is the party who is disclosing Confidential Information to the other party.\n\u201cConfidential Information\u201d shall mean any information belonging to a party or a related company (as hereinafter defined) which is not generally available to or used by others, or the utility or value of which is not generally known or recognized as a standard practice and may include without limitation any and all financial information; any and all employment information; any and all technical and non-technical information, including patent, copyright, trade secret and similar proprietary information; any information related to current, future and proposed business information, plans, activities, products and services, computer software, and other technology, including without limitation, forecasts, market research, development, design details, specifications, financial information, procurement requirements, purchasing, manufacturing, contractor and subcontractor lists, and sales and merchandising plans (including such information of each and any affiliate, subsidiary, or the like) in any medium whatsoever, whether oral, written, machine readable data, through facsimile, electronic mail, postal service or otherwise, provided by or disclosed either directly or indirectly by the Disclosing Party to the Receiving Party whether such information is designated as confidential at the time of delivery or not. The term \u201cConfidential Information\u201d as used herein shall not include information:\n(I) which was generally available to or used by others, or the utility or value of such information is already generally known or recognized as a standard practice at the time it was communicated to the Receiving Party or subsequently becomes generally available or recognized as a standard practice through no fault or breach on the part of the Receiving Party;\n(ii) which the Receiving Party can demonstrate by a written or electronic document to have had rightfully in its possession free from any obligation of confidence at the time of disclosure;\n(iii) which the Receiving Party can demonstrate that it rightfully obtained free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by the Disclosing Party;\n(iv) which the Receiving Party rightfully obtained from a third party who has the-right to transfer or disclose it;\n(v) which the Receiving Party to whom it is disclosed hereunder can demonstrate was independently developed by such party or agents of that party without any use of the Confidential Information.\n\u201cEffective Date\u201d shall mean the 30th day of May, 2008.\n\u201cReceiving Party\u201d is the party who is the recipient of the other party\u2019s Confidential Information.\n\u201cRelated Company\u201d shall mean any corporation, company, or other entity which at the time of disclosure of Confidential Information: a) is controlled by a party hereto; b) Controls a party hereto; c) or is under common Control with a party hereto. For this purpose, \u201cControl\u201d means that more than fifty percent (50%) of the controlled entity\u2019s shares or ownership interest representing the right to make decisions for such entity that are owned or controlled, directly or indirectly, by the controlling entity.\n1.02 Applicable Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the country of Korea excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of Korea with respect to any matter arising hereunder or related hereto.\nARTICLE II\nNON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION\n2.01 Permitted Use. Neither party shall reverse engineer, patent around, or directly or indirectly, commercially exploit the Confidential Information of the other party or use same for the benefit of others. Each party\u2019s right to use the Confidential Information is limited to use for the benefit of the party disclosing the Confidential Information as necessary to carry out the stated purpose of this Agreement.\n2.02 No License. The disclosure of Confidential Information under this Agreement shall not be construed as granting to the Receiving Party any rights under any license or other rights to the Confidential Information of the Disclosing Party.\n2.03 Ownership of Confidential Information. The Confidential Information, and all rights thereto, which have been or will be disclosed to one of the parties shall remain the exclusive property of the Disclosing Party and shall he held in confidence by the Receiving Party for the other.\n2.04 Non-Disclosure. The Receiving Party agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect its own Confidential Information of a similar nature, to prevent the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its employees, agents and consultants on a \u201cneed to know\u201d basis; provided, however, that disclosure in any event shall only be made to such persons who have agreed in writing to protect the confidentiality of the Disclosing Party\u2019s information. Each party shall, prior to disclosing any Confidential Information to any such person, issue appropriate instructions to them and obtain all necessary undertakings to ensure that such Persons comply with the confidentiality and use obligations and restrictions contained In this Agreement with respect to the Confidential Information. These obligations shall survive termination or expiry of this Agreement. The Receiving Party may Disclose Confidential Information if required by law, provided that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior written notice of the requirement and provide reasonable assistance to enable the Disclosing Party to seek protection of its Confidential Information.\n2.05 Copies. Neither party shall copy nor reproduce the Confidential Information of the other party by any means whatsoever without the prior written consent of the Disclosing Party. Any Copies shall contain any proprietary or confidential notices which appear on the original of the Confidential Information.\n2.06 Disclaimer. Neither party makes any representation, warranty nor guarantee whatsoever to the other party with respect to Confidential Information. Neither party shall be liable for any errors or omissions in its Confidential Information, the use of, or the results of the use of, its Confidential Information.\nARTICLE III\nTERM AND TERMINATION\n3.01 Term. This agreement shall be effective from the Effective Date until terminated by either party in writing as provided for hereinbelow. And it shall hold good for two years (730 days) starting when both sides sign. The Receiving Party\u2019s obligation to protect the Disclosing Party\u2019s Confidential Information received prior to Termination shall survive termination or expiration as stated in Section 2.04. Confidential Information remains Confidential Information as defined.\n3.02 Termination. Either party may terminate this Agreement without cause, by giving the other party five (30) Business Days advance written notice.\n3.03 Return. Each party shall immediately upon the Termination of this Agreement or at any time upon the request of the Disclosing Party, discontinue use of the Confidential Information of the other and, if requested by the Disclosing Party, return same and all copies thereof which may be or\nhave been in such party\u2019s direct or indirect possession or control. If return is not requested, the Confidential Information shall be destroyed within ten (10) Business Days of the Termination of the Agreement and an officer\u2019s certificate to that effect provided by the Disclosing Party. Notwithstanding anything in this Agreement to the contrary, it is agreed that one copy of the Confidential Information may be made and retained by legal counsel of the Receiving Party as evidence of what was disclosed.\n3.04 Breach. Each party agrees that any breach of this Agreement may give rise to irreparable damage to the other party, the injury to the other party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for that breach. Each party agrees that the other party will be entitled, in addition to all other remedies that the other party may have and without showing or proving any actual damage sustained by it, to seek an injunction or other order to restrain any breach, threatened breach or the continuation of any breach of this section.\nARTICLE IV\nGENERAL\n4.01 Notices. Any notice which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered by facsimile, by overnight courier or by certified or registered mail, return receipt requested, and shall be effective (a) upon receipt if delivered personally; (b) on the business day the notice is received by facsimile; (c) one business day after being sent by overnight courier; and (d) three (3) business days after being deposited in mail, postage prepaid. Such communications shall be addressed and directed to the parties listed below as follows or to such other addresses or to the attention of such other persons as any party may from time to time advise to the other party by notice In writing as provided for herein:\n(a) LEE&PAK, addressed to it at: 1599-2 LG Edat Bldg 9th Fl., Seocho-dong, Seocho-Gu Seoul, Korea\nand\n(b) e-Smart Technologies, addressed to it at: e-Smart Technologies, Inc. 526 W. 26th St./Ste. 710, New York, N.Y. 10001 Attention:\n4.02 Further Assurances. The parties at all times, and from time to time, and upon every reasonable written request to do so, shall make, do, execute, deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances, and things as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. Each party agrees to act in the utmost good faith of a level required by a trustee in the implementation of the obligations required hereunder.\n4.03 Freedom to Disclose. Each party acknowledges that, notwithstanding the execution of the Agreement, each Disclosing Party maintains the sole and absolute discretion to determine what, if any, of its Confidential Information shall be disclosed to the Receiving Party.\n", "spans": [ [ 0, 22 ], [ 22, 31 ], [ 32, 465 ], [ 466, 477 ], [ 478, 796 ], [ 797, 913 ], [ 914, 1043 ], [ 1044, 1053 ], [ 1054, 1068 ], [ 1069, 1087 ], [ 1087, 1182 ], [ 1183, 1296 ], [ 1297, 1406 ], [ 1407, 1501 ], [ 1502, 2825 ], [ 2825, 2906 ], [ 2907, 3269 ], [ 3270, 3459 ], [ 3460, 3660 ], [ 3661, 3776 ], [ 3777, 3971 ], [ 3972, 4026 ], [ 4027, 4125 ], [ 4126, 4258 ], [ 4258, 4294 ], [ 4294, 4322 ], [ 4322, 4373 ], [ 4373, 4635 ], [ 4636, 4657 ], [ 4657, 4908 ], [ 4908, 5066 ], [ 5067, 5077 ], [ 5078, 5132 ], [ 5133, 5153 ], [ 5153, 5341 ], [ 5341, 5546 ], [ 5547, 5564 ], [ 5564, 5787 ], [ 5788, 5832 ], [ 5832, 6074 ], [ 6075, 6096 ], [ 6096, 6382 ], [ 6382, 6708 ], [ 6708, 7043 ], [ 7043, 7116 ], [ 7116, 7451 ], [ 7452, 7465 ], [ 7465, 7635 ], [ 7635, 7761 ], [ 7762, 7779 ], [ 7779, 7914 ], [ 7914, 8076 ], [ 8077, 8088 ], [ 8089, 8109 ], [ 8110, 8121 ], [ 8121, 8252 ], [ 8252, 8331 ], [ 8331, 8520 ], [ 8520, 8589 ], [ 8590, 8608 ], [ 8608, 8738 ], [ 8739, 8752 ], [ 8752, 9031 ], [ 9032, 9100 ], [ 9100, 9320 ], [ 9320, 9538 ], [ 9539, 9552 ], [ 9552, 9824 ], [ 9824, 10140 ], [ 10141, 10151 ], [ 10152, 10159 ], [ 10160, 10174 ], [ 10174, 10442 ], [ 10442, 10484 ], [ 10484, 10545 ], [ 10545, 10609 ], [ 10609, 10685 ], [ 10685, 10916 ], [ 10916, 10950 ], [ 10951, 11048 ], [ 11049, 11052 ], [ 11053, 11173 ], [ 11173, 11183 ], [ 11184, 11209 ], [ 11209, 11563 ], [ 11563, 11706 ], [ 11707, 11733 ], [ 11733, 11977 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 34 ] }, "nda-16": { "choice": "Entailment", "spans": [ 62, 63, 64 ] }, "nda-15": { "choice": "Entailment", "spans": [ 37, 39 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 14 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 14 ] }, "nda-19": { "choice": "Entailment", "spans": [ 42, 43, 44, 57 ] }, "nda-12": { "choice": "Entailment", "spans": [ 15, 20 ] }, "nda-20": { "choice": "Entailment", "spans": [ 65 ] }, "nda-3": { "choice": "Entailment", "spans": [ 14 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 42 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 47 ] }, "nda-8": { "choice": "Entailment", "spans": [ 45 ] }, "nda-13": { "choice": "Entailment", "spans": [ 15, 18, 19 ] }, "nda-5": { "choice": "Entailment", "spans": [ 42 ] }, "nda-4": { "choice": "Entailment", "spans": [ 35 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001112999/000119312508214471/dex105.htm" }, { "id": 568, "file_name": "1113303_0000892917-12-000026_stilffnw13d120112am2ex3.htm", "text": "Exhibit 3\nNON-DISCLOSURE AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT (this \"Agreement\"), dated this 11th day of January, 2012, is by and among First Financial Northwest, Inc. (the \"Company\"), Stilwell Associates, L.P., Stilwell Partners, L.P., Stilwell Value Partners II, L.P., Stilwell Value Partners VI, L.P., Stilwell Value Partners VII, L.P., Stilwell Value LLC, Stilwell Associates Insurance Fund of The S.A.L.I. Multi-Series Fund L.P., Stilwell Advisers LLC, and Joseph Stilwell, an individual, and their employees and representatives (collectively, the \"Stilwell Group\") and Spencer L. Schneider, a director nominee of the Stilwell Group (\"Schneider\").\nWHEREAS, the Company has agreed to place Schneider on its board of directors;\nWHEREAS, the Company, the Stilwell Group and Schneider have agreed that it is in their mutual interests to enter into this Agreement as hereinafter described.\nNOW THEREFORE, for good and valuable consideration, the parties hereto mutually agree as follows:\n1. In connection with Schneider serving on the Company's board, Schneider and other Company employees, directors, and agents may divulge nonpublic information concerning the Company and its subsidiaries to the Stilwell Group and such information may be shared among the Stilwell Group's employees and agents who have a need to know such information. The Stilwell Group expressly agrees to maintain all nonpublic information concerning the Company and its subsidiaries in confidence. The Stilwell Group expressly acknowledges that federal and state securities laws may prohibit a person from purchasing or selling securities of a company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such other person is likely to purchase or sell such securities, while the first-mentioned person is in possession of material nonpublic information about such company. The Stilwell Group agrees to comply with the Company's insider trading and disclosure policies, as in effect from time to time, to the same extent as if it were a director of the Company. To the extent the nonpublic information concerning the Company and its subsidiaries received by the Stilwell Group is material, this Agreement is intended to satisfy the confidentiality agreement exclusion of Regulation FD of the Securities and Exchange Commission (the \"SEC\") set forth in Section 243.100(b)(2)(ii) of Regulation FD.\n2. Each of the Stilwell Group and Schneider represents and warrants to the Company that this Agreement has been duly and validly authorized (in the case of the entity members of the Stilwell Group), executed and delivered by them, and is a valid and binding agreement enforceable against them in accordance with its terms.\n3. Schneider hereby further represents and warrants to the Company that: (a) he satisfies all of the qualifications to be a director of the Company as set forth in Article III, Section 4 of the Company's bylaws and any additional applicable qualifications under the laws of the State of Washington or under the regulations of any bank regulatory authority, and that he is not in any way precluded from serving as a director by order or other action of any court, regulatory or other governmental authority; and (b) no event has occurred with respect to Schneider that would require disclosure in a document filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, under Item 401(f) of SEC Regulation S-K.\n4. The Stilwell Group acknowledges that with regard to its obligations to maintain the confidentiality of nonpublic information of the Company and its subsidiaries, monetary damages may not be a sufficient remedy for any breach or threatened breach of this Agreement and that, in addition to all other remedies, the Company may be entitled to seek specific performance and injunctive or other equitable relief as a remedy for such breach, and in conjunction therewith the Company shall not be required to post any bond.\n5. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the parties in connection therewith not referred to herein.\n6. This Agreement shall be governed by, and construed in accordance with the laws of the State of Washington, without regard to choice of law principles that may otherwise compel the application of the laws of any other jurisdiction. Each of the parties hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts sitting in the State of Washington to resolve any dispute arising from this Agreement and waives any defense of inconvenient or improper forum.\n7. The terms and provisions of this agreement shall be deemed severable, and in the event any term or provision hereof or portion thereof is deemed or held to be invalid, illegal or unenforceable, such provision shall be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties, and, in any event, the remaining terms and provisions of this agreement shall nevertheless continue and be deemed to be in full force and effect and binding upon the parties.\n8. All representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.\n9. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto.\n10. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.\nIN WITNESS WHEREOF, this Agreement has been duly executed and delivered by duly authorized officers of the undersigned as of the day and year first above written.\nTHE STILWELL GROUP FIRST FINANCIAL NORTHWEST, INC.\nBy: /s/ Joseph Stilwell By: /s/Victor Karpiak\nJoseph Stilwell Victor Karpiak, Chairman, President and Chief Executive Officer\nSPENCER L. SCHNEIDER\n/s/Spencer L. Schneider\nSpencer L. Schneider\n", "spans": [ [ 0, 9 ], [ 10, 34 ], [ 35, 414 ], [ 414, 655 ], [ 656, 733 ], [ 734, 892 ], [ 893, 990 ], [ 991, 1341 ], [ 1341, 1474 ], [ 1474, 1920 ], [ 1920, 2108 ], [ 2108, 2441 ], [ 2442, 2764 ], [ 2765, 2838 ], [ 2838, 3276 ], [ 3276, 3550 ], [ 3551, 4070 ], [ 4071, 4353 ], [ 4354, 4588 ], [ 4588, 4841 ], [ 4842, 5345 ], [ 5346, 5478 ], [ 5479, 5651 ], [ 5652, 5810 ], [ 5811, 5973 ], [ 5974, 6024 ], [ 6025, 6049 ], [ 6049, 6070 ], [ 6071, 6150 ], [ 6151, 6171 ], [ 6172, 6195 ], [ 6196, 6216 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 21 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 7 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 7 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001113303/000089291712000026/stilffnw13d120112am2ex3.htm" }, { "id": 569, "file_name": "1119985_0001047469-04-035924_a2147858zex-2_5.htm", "text": "BILATERAL CONFIDENTIALITY AGREEMENT\n THIS BILATERAL CONFIDENTIALITY AGREEMENT (this \"Agreement\") is made as of the 12th day of November, 2002 (the \"Effective Date\") by and between STUART ENERGY SYSTEMS CORPORATION (\"Stuart Energy\"), a Canadian corporation having a principal place of business at 5101 Orbitor Drive, Mississauga, Ontario L4W 4V1 and HYDROGENICS CORPORATION (\"Hydrogenics\"), a Canadian corporation having a principal place of business at 5985 McLaughlin Road, Mississauga, Ontario L5R 1B8.\n The parties are entering into discussions related to exploring the possibility of Stuart Energy and Hydrogenics cooperating in joint business initiatives for their mutual benefit, including, potentially, a business combination (the \"Discussions\"). During the course of such Discussions and any subsequent negotiations (the \"Negotiations\"), either party may have need of information from the other party that is regarded as confidential or may constitute a trade secret or other proprietary corporate information. Accordingly, the parties agree as follows:\n1. Confidential Information.\n(a) \"Confidential Information\" as used in this Agreement is defined as written or oral information or materials, in whatever form, that (i) is disclosed by one party (the \"Disclosing Party\") to the other party (the \"Receiving Party\") in connection with the Discussions and/or the Negotiations; and (ii) relates to the business and/or affairs of the Disclosing Party, and includes, but is not limited to, the business and marketing plans and strategies, customers, suppliers, distributors, agents, research and product development plans, products, product cycles, technology, operations, assets, intellectual property, know-how, software, source code, copyright works, trade-marks, concepts, ideas, data, designs, \"look and feel\" design elements, specifications, inventions, algorithms, formulae, processes, techniques, systems and improvements, partnerships, joint ventures, financial statements, financial projections, models, studies, and works in progress of the Disclosing Party.\n(b) \"Confidential Information\" as used in this Agreement shall not include:\n(i) information that is publicly known at the time of disclosure by the Disclosing Party or thereafter becomes publicly known (other than as a result of a breach of the obligations of the Receiving Party contained in this Agreement to maintain the confidentiality of such Confidential Information);\n(ii) information that is actually known to the Receiving Party prior to the time of receipt of such Confidential Information by the Disclosing Party;\n(iii) information that is furnished to the Receiving Party by a third party who, to the best of the Receiving Party's knowledge after due inquiry, is not bound by a confidentiality agreement with, or by an obligation of confidence to, the Disclosing Party;\n(iv) information that is independently acquired or developed by the Receiving Party without use of, or reference to, the Confidential Information of the Disclosing Party and without otherwise contravening the terms and provisions of this Agreement; and\n(v) information in regards to which the Disclosing Party authorizes in writing to the Receiving Party their release from the confidentiality and/or limited use obligations contained in this Agreement.\n2. Non-Disclosure. The Receiving Party shall, during the term of this Agreement and for a period of five (5) years after the termination of this Agreement, use reasonable care to maintain the confidentiality of Confidential Information and to limit its disclosure to only:\n(a) those of its directors, officers, employees, agents or professional advisors as have a need to know that Confidential Information in order that the objectives of the Discussions and Negotiations can be achieved; and\n(b) to any of its affiliates or subsidiaries so long as the affiliate or subsidiary understands and agrees that the Confidential Information is being provided subject to all terms and conditions of this Agreement.\nFor the purposes of this Agreement, the term \"reasonable care\" shall mean the same degree of care exercised by the Receiving Party with respect to its own information of the same nature as Confidential Information. Notwithstanding the foregoing, the Receiving Party shall be responsible for the compliance by any of the parties listed in subsections 2(a) and (b) above with the provisions of this Agreement. The Receiving Party shall issue written instructions to those parties listed in subsections 2(a) and (b) above requiring them to comply with the Receiving Party's obligations referred to in this Section 2 and to use the Confidential Information only to assist in achieving the objectives of the Discussions and Negotiations. Any failure on the part of any of those parties listed in subsections 2(a) and (b) above to comply with the written instructions will be deemed to be a breach of this Section 2 by the Receiving Party.\n3. Legally Required Disclosure. If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall:\n(a) provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement; and\n(b) delay such disclosure as long as reasonably possible (without incurring liability for failure to make such a disclosure) to permit the Disclosing Party to seek a protection order and to allow for consultation with the Disclosing Party with respect to any reasonable alternatives to the required disclosure and with respect to the content of that disclosure.\nIn the event that a protective order or other remedy is not obtained or the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party shall furnish only that Confidential Information which the Receiving Party's counsel advises by written opinion is legally required to be disclosed and, to the extent possible under the circumstances, shall exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information that is disclosed.\n4. Use of Confidential Information. Confidential Information shall not be copied or used by the Receiving Party for any purpose other than the Discussions and Negotiations. With regard to Confidential Information that is covered by copyrights belonging to the Disclosing Party, it is agreed that the Disclosing Party reserves all rights therein. However, the parties further agree that a limited number of copies of written information covered by such copyrights may be made by the Receiving Party so that the Receiving Party can adequately use such Confidential Information within the terms and conditions of this Agreement, provided that all proprietary legends and notices on the originals are also reproduced on such copies and that each copy is controlled by the Receiving Party as an original in accordance with the terms of this Agreement.\n5. Ownership of Confidential Information. Confidential Information shall remain the exclusive property of the Disclosing Party, that the Disclosing Party is entitled to protect, and the Receiving Party shall develop no rights in the Confidential Information as a result of the disclosure. The Receiving Party explicitly agrees that all Confidential Information disclosed under the terms of this Agreement is being received subject to the Disclosing Party's ownership rights in the Confidential Information and, further, subject to all relevant intellectual and/or proprietary property rights of the Disclosing Party, including the relevant laws governing patents, trademarks, copyrights, trade secrets and unfair competition. Nothing in this Agreement shall be construed as granting or conferring upon the Receiving Party, expressly, impliedly, or otherwise, any licenses or other rights under any patents, trademarks or any other intellectual and/or proprietary rights which the Disclosing Party now owns or may acquire after this Agreement takes effect.\n6. Return of Confidential Information. The Receiving Party shall, at its own expense, promptly return to the Disclosing Party all Confidential Information, including all written information, whether originals or copies of documents, records, summaries, analyses, and notes, and all materials in its possession that contain Confidential Information, regardless of who authored or generated such written information or materials, to the Disclosing Party immediately upon their request. If any of the Confidential Information is destroyed prior to the request, an adequate response to a return request of that Confidential Information by the Disclosing Party will be a written certificate, executed by an authorized officer of the Receiving Party, certifying that the relevant Confidential Information was destroyed. Additionally, the Receiving Party shall at the same time remove all digital representations, in any form, that contain any Confidential Information, from all electronic storage media in its possession or under its control.\n7. Information Regarding Existence of Discussions and Negotiations. During the term of this Agreement, except as required by law, no party shall issue any statement, confirm or otherwise disclose to the general public, to the news media or to any third party, except with the prior written consent of the other party both as to the content and timing of the disclosure (such consent not to be unreasonably withheld or delayed):\n(a) that the Discussions and/or Negotiations are taking or have taken place;\n(b) that the parties have exchanged information with a view toward the consummation of any agreement; or\n(c) the existence of this Agreement.\n8. No Warranty or Representation. The Disclosing Party makes no representation or warranty, express or implied, to the Receiving Party or any other person as to the accuracy or completeness of the Confidential Information and shall be under no obligation to update, supplement or amend the Confidential Information as a result of subsequent events or developments or for any other reason. The Disclosing Party shall have no liability, direct or indirect, to the Receiving Party or any other person as a result of the use of, or reliance on, any Confidential Information delivered to the Receiving Party pursuant to this Agreement.\n9. No Commitment to Enter Into Any Other Agreement(s). The parties agree that the execution of this Agreement does not in any way constitute a binding commitment on the part of either party to complete the Discussions or Negotiations or enter into any joint business initiative(s) or any other resulting transaction(s) with the other party.\n10. Right to Enjoin Disclosure. The parties acknowledge that this Agreement is necessary to protect their trade, commercial and financial interests, and that a Receiving Party's unauthorized disclosure or use of Confidential Information or other breach of this Agreement will result in immediate and irreparable harm that cannot be fully or adequately compensated by monetary damages. The parties accordingly agree that in addition to claiming damages, the Disclosing Party may seek a temporary restraining order and injunction to protect its Confidential Information. The Receiving Party will not raise the defence of an adequate remedy at law. This provision does not alter any other remedies available to the parties.\n11. Termination. Either party may terminate this Agreement by providing written notice to the other party. Notwithstanding termination, the obligations of limited use and nondisclosure under this Agreement shall remain in effect until expiration of the period referred to in Section 2.\n12. Amendment; Entire Agreement. This Agreement may only be amended by written agreement of both parties. This Agreement constitutes the entire agreement between the parties regarding confidentiality and use of Confidential Information disclosed in connection with the Discussions or the Negotiations. This Agreement supersedes all previous oral and written agreements, if any, between the parties regarding the confidentiality of information disclosed in connection with the Discussions or the Negotiations.\n13. No Assignment. Neither party may assign any of its rights or delegate any of its obligations under this Agreement, except with the prior written consent of the other party, unless the assignment is made to an affiliate of the assigning party or is part of the merger, sale or other transfer of all or substantially all of the assets of the assigning party used to carry out the business to which this Agreement pertains and all of the obligations under this Agreement are assumed by the assignee or transferee.\n14. Notices. Any notice, request or consent which may or is required to be given pursuant to this Agreement will be in writing and will be delivered or faxed as follows: if to Stuart Energy, to Stuart Energy Systems Corporation, 5101 Orbitor Drive, Mississauga, Ontario, L4W 4V1, Attention: R. Randall MacEwen, Vice President, Corporate Development, General Counsel and Corporate Secretary, facsimile number 905.282.7701, or if to Hydrogenics, to Hydrogenics Corporation, 5985 McLaughlin Road, Mississauga, Ontario L5R 1B8, Attention: Jonathan Lundy, Vice President, Strategic Development and Corporate Secretary, facsimile number 905.361.3626 or to such other address as the relevant party may from time to time advise by notice in writing given in accordance with this Section 14. The time and date of receipt of any such notice, request or consent will be deemed to be the time and date of the actual receipt thereof.\n15. Invalidity of Provisions. If any provision of this Agreement is held to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect any other provision of this Agreement and all other provisions of this Agreement shall continue in full force and effect.\n16. Governing Law. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party hereby submits and attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario.\n17. Counterparts. This Agreement may be executed in counterparts, and each such executed counterpart will be deemed to be an original instrument, but all such counterparts together will constitute one and the same instrument. This Agreement may be executed by facsimile transmission.\n IN WITNESS WHEREOF the parties have executed this Agreement as of the Effective Date.\n STUART ENERGY SYSTEMS CORPORATION\n By: /s/ R. RANDALL MACEWEN\nR. Randall MacEwen\nVice President, Corporate Development\nI have authority to bind the company.\n HYDROGENICS CORPORATION\n By: /s/ JONATHAN LUNDY\nJonathan Lundy\nVice President, Strategic Development\nI have authority to bind the company.\n", "spans": [ [ 0, 35 ], [ 36, 37 ], [ 37, 504 ], [ 505, 506 ], [ 506, 754 ], [ 754, 1019 ], [ 1019, 1061 ], [ 1062, 1090 ], [ 1091, 1227 ], [ 1227, 1389 ], [ 1389, 2074 ], [ 2075, 2150 ], [ 2151, 2449 ], [ 2450, 2599 ], [ 2600, 2856 ], [ 2857, 3109 ], [ 3110, 3310 ], [ 3311, 3330 ], [ 3330, 3583 ], [ 3584, 3803 ], [ 3804, 4017 ], [ 4018, 4233 ], [ 4233, 4377 ], [ 4377, 4426 ], [ 4426, 4527 ], [ 4527, 4751 ], [ 4751, 4830 ], [ 4830, 4951 ], [ 4952, 4984 ], [ 4984, 5101 ], [ 5102, 5313 ], [ 5314, 5675 ], [ 5676, 6215 ], [ 6216, 6252 ], [ 6252, 6389 ], [ 6389, 6562 ], [ 6562, 7062 ], [ 7063, 7105 ], [ 7105, 7352 ], [ 7352, 7789 ], [ 7789, 8118 ], [ 8119, 8158 ], [ 8158, 8603 ], [ 8603, 8933 ], [ 8933, 9155 ], [ 9156, 9224 ], [ 9224, 9583 ], [ 9584, 9660 ], [ 9661, 9765 ], [ 9766, 9802 ], [ 9803, 9837 ], [ 9837, 10192 ], [ 10192, 10433 ], [ 10434, 10489 ], [ 10489, 10774 ], [ 10775, 10807 ], [ 10807, 11160 ], [ 11160, 11344 ], [ 11344, 11421 ], [ 11421, 11495 ], [ 11496, 11513 ], [ 11513, 11603 ], [ 11603, 11781 ], [ 11782, 11815 ], [ 11815, 11888 ], [ 11888, 12084 ], [ 12084, 12290 ], [ 12291, 12310 ], [ 12310, 12805 ], [ 12806, 12819 ], [ 12819, 13097 ], [ 13097, 13450 ], [ 13450, 13589 ], [ 13589, 13726 ], [ 13727, 13757 ], [ 13757, 14027 ], [ 14028, 14047 ], [ 14047, 14217 ], [ 14217, 14330 ], [ 14331, 14349 ], [ 14349, 14557 ], [ 14557, 14614 ], [ 14615, 14616 ], [ 14616, 14701 ], [ 14702, 14703 ], [ 14703, 14736 ], [ 14737, 14738 ], [ 14738, 14764 ], [ 14765, 14783 ], [ 14784, 14821 ], [ 14822, 14859 ], [ 14860, 14861 ], [ 14861, 14884 ], [ 14885, 14886 ], [ 14886, 14890 ], [ 14890, 14908 ], [ 14909, 14923 ], [ 14924, 14961 ], [ 14962, 14999 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 35, 38, 39, 40 ] }, "nda-10": { "choice": "Entailment", "spans": [ 8, 9, 10, 46, 47, 48, 49 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 8, 10 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 62 ] }, "nda-12": { "choice": "Entailment", "spans": [ 11, 15 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 42, 44 ] }, "nda-3": { "choice": "Entailment", "spans": [ 8 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 18, 19, 20 ] }, "nda-17": { "choice": "Entailment", "spans": [ 34, 36 ] }, "nda-8": { "choice": "Entailment", "spans": [ 29, 30 ] }, "nda-13": { "choice": "Entailment", "spans": [ 11, 12, 15 ] }, "nda-5": { "choice": "Entailment", "spans": [ 18, 19, 20 ] }, "nda-4": { "choice": "Entailment", "spans": [ 34 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001119985/000104746904035924/a2147858zex-2_5.htm" }, { "id": 570, "file_name": "1142512_0001193125-14-269726_d757168dex99e3.htm", "text": "Exhibit (e)(3)\nMUTUAL NONDISCLOSURE AGREEMENT\nZIPREALTY, INC.\nTHIS AGREEMENT is made as of April 25, 2014 by and between ZipRealty, Inc., a Delaware corporation (\u201cZipRealty\u201d), and Realogy Holdings Corp., a Delaware corporation (\u201cCompany\u201d).\n1. Permitted Purpose. ZipRealty and Company wish to explore a potential business opportunity under which each party (the \u201cdisclosing party\u201d) may disclose its Confidential Information to the other party (the \u201creceiving party\u201d) solely for the purpose of that potential business opportunity (the \u201cPermitted Purpose\u201d).\n2. Definition of Confidential Information. \u201cConfidential Information\u201d means any information, technical data, trade secrets or know-how of the disclosing party or its customers, vendors, business partners or investors that is provided to the recipient party by or on behalf of the disclosing party, either directly or indirectly, whether in writing, orally or by observation, including, but not limited to, research, products, services, product plans, clients, client lists, lead lists, markets, marketing, expansion plans, databases, software, developments, inventions, processes, technology, maskworks, designs, drawings, engineering, hardware configuration information, finances, financial results or other business information, in each case which the disclosing party considers to be confidential or proprietary. Confidential Information does not include information, technical data, trade secrets or know-how that: (i) is in the possession of, or becomes available to, the receiving party on a non-confidential basis, as shown by the receiving party\u2019s files and records, and such information was received from a source not known by the receiving party to be bound by any obligation not to disclose the information, (ii) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party, or (iii) is approved for release by the disclosing party in writing.\n3. Non-Disclosure of Confidential Information. ZipRealty and Company agree not to use the Confidential Information disclosed to it by the other party for its own use or for any purpose except the Permitted Purpose. Neither party will disclose any Confidential Information of the other party to third parties except those directors, officers, employees, consultants and agents (collectively, \u201cRepresentatives\u201d) who need to have the information in order to carry out the Permitted Purpose. Each party has had or will have each of its Representatives who has access to Confidential Information of the other party agree to maintain the confidentiality thereof in accordance with the terms of this Agreement. In any event, each party will be liable for any breach of this Agreement by any of its Representatives. Each party agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or nonpermitted use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures will include the highest degree of care that either party utilizes to protect its own Confidential Information of a similar nature. Each party agrees to notify the other party in writing of any misuse or misappropriation of such Confidential Information that may come to its attention.\n4. Disclosure Required by Law. In the event that the receiving party or any of its Representatives is requested or required by legal process to disclose any of the Confidential Information of the disclosing party, the receiving party will, if legally permissible, give prompt written notice to the disclosing party so that the disclosing party may seek, at its expense, a protective order or other appropriate relief. In the event that such protective order is not obtained, the receiving party or its Representatives will disclose only that portion of the Confidential Information that, in the advice of its counsel, it is legally required to disclose.\n5. Return of Materials. Any materials or documents that have been furnished by or on behalf of the disclosing party to the receiving party or its Representatives will, promptly upon the disclosing party\u2019s request, at the receiving party\u2019s option, either (i) be returned to the disclosing party, and all copies of such documentation will be destroyed, or (ii) be destroyed (along with all copies of such documentation), such destruction to be certified in writing to the disclosing party.\n6. Information Provided As Is. Each disclosing party acknowledges that it has attempted in good faith to provide accurate information to the receiving party. Notwithstanding that attempt, the disclosing party makes no representations or warranties, express or implied, to the receiving party regarding, and the receiving party may not rely on, the completeness or accuracy of any information provided to the receiving party.\n7. No License Granted. Nothing in this Agreement is intended to grant any rights to either party or any of its Representatives under any patent, copyright, trade secret or other intellectual property right, nor does this Agreement grant either party or any of its Representatives any rights in or to the other party\u2019s information, except the limited right to use such information solely for the Permitted Purpose.\n8. No Trading on Inside Information. Company is aware, and will advise its Representatives who are provided any Confidential Information of ZipRealty, of the restrictions imposed by federal securities laws on the purchase or sale of ZipRealty\u2019s securities by any person who has received material non-public information from ZipRealty or its Representatives and on the communication of such information to any other person when it is reasonably foreseeable that such other person may purchase or sell ZipRealty\u2019s securities while in possession of such information. Company agrees to require its Representatives to comply with these restrictions.\n9. Public Company Standstill. Unless previously approved by the Board of Directors of the disclosing party, each receiving party will not, and will instruct and use its best efforts to cause its Representatives not to, directly or indirectly:\n(a) inquire about, announce or make any offer or proposal (including, without limitation, any offer or proposal to the stockholders of the disclosing party) concerning an Acquisition Transaction (as defined below);\n(b) knowingly encourage, solicit or discuss with, or provide any Confidential Information of the disclosing party to, any person or entity with respect to any inquiry or announcement regarding or the making of any offer or proposal concerning any Acquisition Transaction;\n(c) otherwise knowingly facilitate or participate in any effort or attempt to make or implement any Acquisition Transaction;\n(d) participate in any \u201csolicitation\u201d of \u201cproxies\u201d to vote (as such terms are used in the rules and regulations of the Securities and Exchange Commission), or seek to advise or influence any person or entity with respect to the voting of, any securities of the disclosing party;\n(e) otherwise act or seek to control or influence the management, Board of Directors or other policies of the disclosing party; or\n(f) request the disclosing party or any of its Representatives to amend or waive any provisions of this paragraph 9.\nAs used in this paragraph 9, \u201cAcquisition Transaction\u201d means any acquisition or exchange of all or any material portion of the assets of, or 15% or more of the equity interest in, the disclosing party or any of its subsidiaries (by purchase on the Nasdaq National Market or New York Stock Exchange, as applicable, direct purchase from the other party, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the disclosing party or any it its subsidiaries.\n10. No Recruitment of Other Party\u2019s Employees.\n(a) No Company Representative with knowledge of the potential business opportunity being explored will, directly or indirectly, recruit or solicit for hire any of the employees of ZipRealty set forth on Exhibit A, or aid anyone else in recruiting or soliciting for hire any of such employees, or induce or otherwise encourage any of such employees to leave their employment with ZipRealty, provided that general, non-targeted advertisements or solicitations through independent employment recruiters will not be deemed to breach the foregoing provisions of this sentence.\n(b) No ZipRealty Representative with knowledge of the potential business opportunity being explored will, directly or indirectly, recruit or solicit for hire any of the employees of Company set forth on Exhibit B, or aid anyone else in recruiting or soliciting for hire any of such employees, or induce or otherwise encourage any of such employees to leave their employment with Company, provided that general, non-targeted advertisements or solicitations through independent employment recruiters will not be deemed to breach the foregoing provisions of this sentence.\n11. No Conflicting Obligations. Each disclosing party hereby represents and warrants that it may rightfully disclose the Confidential Information to the receiving party, and enter into the potential business opportunity being explored, in each case without violating any contractual, legal, fiduciary or other obligation to any person. The representing party shall indemnify and hold harmless the other party against any damages, costs and expenses (including reasonable attorneys\u2019 fees) incurred in connection with any misrepresentation by the representing party in the foregoing sentence.\n12. Entire Agreement. This Agreement sets forth the entire understanding of the parties concerning the matters set forth herein. Further this Agreement shall supersede the Mutual Nondisclosure Agreement between the parties effective March 28, 2014 (the \u201cMarch NDA\u201d), provided however that the March NDA shall apply to the parties\u2019 communications subject to the terms of the March NDA from March 28, 2014 until the effective date of this Agreement. Except as set forth in this Agreement, neither party will be committed in any way concerning the potential business opportunity being explored unless and until a definitive written agreement with respect thereto is duly authorized and executed by the appropriate officers of both parties.\n13. Governing Law and Jurisdiction. This Agreement will be governed by and construed and enforced in accordance with the internal laws of the State of California without regard to its conflict-of-laws principles. The federal and state courts within the State of California will have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. Each party irrevocably consents to the personal jurisdiction of such courts and expressly waives any objection to such jurisdiction based on inconvenient forum or otherwise.\n14. Remedies. Each party agrees that its obligations hereunder are necessary and reasonable in order to protect the other party and the other party\u2019s business and expressly agrees that monetary damages may be inadequate to compensate the other party for any breach by either party of any covenants and agreements set forth herein. Accordingly, each party agrees and acknowledges that any such violation or threatened violation may cause irreparable injury to the other party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the other party will be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.\n15. Miscellaneous. This Agreement will be binding upon and for the benefit of the undersigned parties, their successors and assigns. Failure to enforce any provision of this Agreement will not constitute a waiver of any term hereof. This Agreement may not be amended except by a writing signed by both ZipRealty and Company.\n16. Term. The foregoing commitments in this Agreement will survive any termination of discussions between the parties, and will continue for a period of two (2) years following the date of this Agreement, except to the extent explicitly terminated in writing by both ZipRealty and Company.\nZIPREALTY, INC. REALOGY HOLDINGS CORP.\nLOGO LOGO\nBy: By:\nPrint Name: CHARLES BAKER Print Name: Michael Ryan Gorman\nPrint Title: PROJ. 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Provider and Recipient shall each be referred to herein individually, as a \u201cParty\u201d and collectively, as the \u201cParties.\u201d\n1. General. In connection with the consideration of a possible negotiated transaction (a \u201cPossible Transaction\u201d) between the Parties, Provider is prepared to make available to Recipient certain \u201cEvaluation Material\u201d (as defined in Section 2 below) in accordance with the provisions of this Agreement, and Recipient hereby agrees to take or abstain from taking certain other actions as hereinafter set forth.\n2. Definitions.\n(a) The term \u201caffiliates\u201d shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.\n(b) The term \u201cBeneficial Ownership\u201d when used with reference to a security shall have the meaning ascribed to it under the Securities Exchange Act of 1934, as amended (the \u201c1934 Act\u201d), except that for purposes of this definition, the term security shall include any option, warrant, or convertible security regardless of exercise or conversion date, and also include any stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to the security or with a value derived in whole or in part from the value of the security, whether or not such instrument or right shall be subject to settlement in securities or otherwise and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of the security\n(c) The term \u201cEvaluation Material\u201d means information (whether oral, written, electronic or otherwise) concerning Provider which has been or is furnished to Recipient or its Representatives (as defined below) by or on behalf of Provider in connection with Recipient\u2019s evaluation of a Possible Transaction, including Provider\u2019s business, financial condition, operations, assets and liabilities, and includes all notes, analyses, compilations, studies, interpretations or other documents prepared by Recipient or its Representatives which contain or are based upon, in whole or in part, the information furnished by Provider hereunder. The term Evaluation Material does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by Recipient or any of its Representatives in breach of this Agreement, (ii) was within a Recipient\u2019s possession prior to its being furnished to Recipient by or on behalf of the Provider, provided that such information is not known by Recipient or its Representatives (after reasonable inquiry) to be subject to a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information, (iii) is or becomes available to Recipient or its Representatives from a source other than Provider or its Representatives, provided that such source is not known by Recipient or its Representatives (after reasonable inquiry) to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Provider with respect to such information, or (iv) is independently developed by Recipient or its Representatives without use or benefit of the Evaluation Material.\n(d) The term \u201cRepresentatives\u201d shall mean the directors, officers, employees, agents, counsel, accountants, consultants, potential financing sources and advisors of a Party who have a good faith need to know Evaluation Material for purposes of evaluating and/or implementing a Possible Transaction.\n(e) The term \u201cPerson\u201d includes the media and any corporation, partnership, group, individual or other entity.\n3. Use of Evaluation Material. Recipient shall, and shall direct its Representatives to, use the Evaluation Material solely for the purpose of evaluating and/or implementing a Possible Transaction, keep the Evaluation Material confidential, and, subject to Section 5, will not, and will direct its Representative not to, disclose any of the Evaluation Material in any manner whatsoever; provided, however, that any of such information may be disclosed to Recipient\u2019s Representatives who have a good faith need to know such information for the sole purpose of helping Recipient evaluate and/or implement a Possible Transaction; provided, further, that Recipient advises each of its Representatives of the confidentiality terms of this agreement applicable to Representatives. Recipient agrees to be responsible for any breach of this Agreement by any of Recipient\u2019s Representatives.\nThis Agreement does not grant Recipient or any of its Representatives any license to use the Provider\u2019s Evaluation Material except as provided herein. In addition, all proprietary and intellectual property rights in and to the Evaluation Material shall remain the sole property of Provider, and nothing in this Agreement shall be construed in any way to grant to Recipient or its Representatives or any other Person any express or implied option, license or other right, title or interest in or to any Evaluation Material, or to any intellectual property rights embodied in such Evaluation Material.\nNotwithstanding the foregoing, Vista Equity Partners III, LLC and/or its affiliates is engaged in the purchase and acquisition of, and investment in, software and technology-enabled companies. Accordingly, the mere purchase or acquisition of, or investment in, any other company without otherwise proving that this Agreement has been breached will not be deemed to be a breach of this Agreement.\n4. Non-Disclosure of Discussions. Subject to Section 5, Recipient agrees that, without the prior written consent of Provider, Recipient will not, and it will cause its Representatives not to, disclose to any other Person (i) that Evaluation Material has been provided to Recipient or Recipient\u2019s Representatives, (ii) that discussions or negotiations are taking place between the Parties concerning a Possible Transaction or other transaction with the Provider or (iii) any of the terms, conditions or other facts with respect thereto (including the status thereof).\n5. Legally Required Disclosure. If Recipient or its Representatives are requested or required (by law, rule, regulation or any similar process) to disclose any of the Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 above, Recipient shall (only to the extent legally permissible and reasonably practicable) provide Provider with prompt written notice (email is permissible) of any such request or requirement together with copies of the material proposed to be disclosed so that Provider may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by Provider, Recipient or any of its Representatives is nonetheless legally compelled to disclose Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 or would otherwise be liable for contempt or suffer other censure or penalty, Recipient or its respective Representatives may, without liability hereunder, disclose to such requiring Person only that portion of such Evaluation Material or any such facts which Recipient or its Representatives is legally required to disclose, provided that Recipient and/or its Representatives provide commercially reasonable assistance to Provider at Provider\u2019s sole expense to seek an appropriate protective order or other reliable assurance that confidential treatment will be accorded such Evaluation Material or such facts by the Person receiving the material. Any reasonable out-of-pocket expenses incurred by Recipient or its Representatives in providing such assistance shall be paid or reimbursed by Provider within 10 business days of Recipient or its Representatives providing Provider notice of such expenses. Notwithstanding anything to the contrary herein, Recipient and its Representatives shall be permitted to disclose any Evaluation Material without notice when pursuant to a routine, ordinary course supervisory examination or regulatory oversight by a regulator, bank examiner or self-regulatory organization, provided that such examination or oversight is not specifically directed at the Evaluation Material or a Possible Transaction.\n6. \u201cClick Through\u201d Agreements. The terms of this Agreement shall control over any additional purported confidentiality requirements imposed by an offering memorandum or electronic database, dataroom, or similar repository of Evaluation Material to which Recipient or its Representatives are granted access in connection with this Agreement or a Possible Transaction, notwithstanding acceptance of such an offering memorandum or submission of an electronic signature, \u201cclicking\u201d on an \u201cI Agree\u201d icon or other indication of assent to such additional confidentiality conditions, it being understood and agreed that Recipient\u2019s and its Representatives\u2019 confidentiality obligations with respect to the Evaluation Material are exclusively governed by this Agreement and may not be enlarged except by an agreement executed by the Parties hereto in traditional written format.\n7. Return or Destruction of Evaluation Material. Upon the written request (email is permissible) of Provider for any reason, Recipient will, and will direct its Representatives to, within ten business days after receipt of such notice or request, destroy or return all Evaluation Materials except to the extent stored as automated electronic \u201cback-up\u201d data in the ordinary course of business. The choice of which to destroy or return is at the sole discretion of Recipient and its Representatives. Recipient shall provide to Provider a certificate of compliance with the previous sentence signed by an executive officer of Recipient (email is permissible). Notwithstanding the return or destruction of the Evaluation Material, Recipient and its Representatives will continue to be bound by Recipient\u2019s obligations hereunder with respect to such Evaluation Material. Notwithstanding the foregoing, Recipient and its Representatives may maintain a copy of the Evaluation Material to the extent required by any applicable law, regulation or document retention policy.\n8. No Solicitation/Employment. Recipient will not, within one year from the date of this Agreement, directly or indirectly solicit the employment or consulting services of or employ or engage as a consultant any of the key employees of Provider with whom Recipient has had contact or of whom Recipient has become aware as a result of Recipient\u2019s investigation contemplated herein, so long as they are employed by Provider and for one month after they cease to be employed by Provider. Recipient is not prohibited from soliciting or hiring any employee of Provider who (i) responds to a general solicitation of employment through an advertisement not specifically targeted at Provider or its employees, (ii) is referred to Recipient by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by Recipient to solicit employees of Provider and (iii) contacts Recipient on his or her own initiative without any direct or indirect solicitation or encouragement.\n9. Standstill. Recipient\u2019s Beneficial Ownership of the Provider\u2019s capital stock as of the Effective Date is set forth on Schedule A attached hereto. Recipient agrees that, for a period of one year after the date of this Agreement (the \u201cStandstill Period\u201d), unless specifically invited in writing by Provider, neither it nor any of its affiliates who have been provided Evaluation Material, will in any manner, directly or indirectly:\n(a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in:\n(i) any acquisition of any equity securities (or beneficial ownership thereof) or all or substantially all of the assets of Provider or any of its subsidiaries,\n(ii) any tender or exchange offer, merger or other business combination involving Provider or any of its subsidiaries,\n(iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Provider or any of its subsidiaries, or\n(iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of Provider;\n(b) form, join or in any way participate in a \u201cgroup\u201d (as defined under the 1934 Act) with respect to the securities of Provider;\n(c) make any public announcement with respect to, or submit an unsolicited proposal for or offer of (with or without condition), any extraordinary transaction involving Provider or its equity securities or assets;\n(d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of Provider;\n(e) take any action which might force Provider to make a public announcement regarding any of the types of matters set forth in (a) above; or\n(f) enter into any discussions or arrangements with any third party with respect to any of the foregoing.\nRecipient also agrees during the Standstill Period not to publicly request (or request in a manner or under circumstances that would reasonably require public disclosure of such request) Provider (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this Section 9 (including this sentence).\nRecipient further agrees that unless otherwise directed by Provider in writing (i) all communications with the Provider regarding a Possible Transaction, (ii) requests for additional information, facility tours, or management meetings, and (iii) discussions or questions regarding procedures with respect to a Possible Transaction, will be submitted or directed by Recipient or its Representatives only to Ethan Zweig of Citigroup Global Markets Inc., as Provider\u2019s financial advisor, or a person or persons designated in writing by Mr. Zweig, unless otherwise agreed to by the Provider.\n10. Maintaining Privileges. If any Evaluation Material includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, Recipient acknowledges and agrees that the Parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the Parties that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine.\n11. Compliance with Securities Laws. Recipient acknowledges that the Evaluation Material may include material nonpublic information (within the meaning of the securities laws of the United States) with respect to Provider.\n12. Not a Transaction Agreement. Recipient understands and agrees that no contract or agreement providing for a Possible Transaction exists between the Parties unless and until a final definitive agreement for a Possible Transaction has been executed and delivered, and Recipient hereby waives, in advance, any claims (including, without limitation, breach of contract) relating to the existence of a Possible Transaction unless and until the Parties shall have entered into a final definitive agreement for a Possible Transaction. Recipient also agrees that, unless and until a final definitive agreement regarding a Possible Transaction has been executed and delivered, neither of the Parties will be under any legal obligation of any kind whatsoever with respect to such Possible Transaction by virtue of this Agreement except for the matters specifically agreed to herein. None of the Parties are under any obligation to accept any proposal regarding a Possible Transaction and the Parties may terminate discussions and negotiations at any time.\n13. No Representations or Warranties; No Obligation to Disclose. Recipient understands and acknowledges that neither Provider nor its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material furnished by or on behalf of Provider and shall have no liability to Recipient, its Representatives or any other Person relating to or resulting from the use of the Evaluation Material furnished to Recipient or its respective Representatives or any errors therein or omissions therefrom. As to the information delivered to Recipient, Provider will only be liable for those representations or warranties which are made in a final definitive agreement regarding a Possible Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein. Nothing in this Agreement shall be construed as obligating Provider to provide, or to continue to provide, any information to any Person.\n14. Modifications and Waiver. No provision of this Agreement can be waived or amended in favor of one of the Parties hereto except by written consent of the other Party, which consent shall specifically refer to such provision and explicitly make such waiver or amendment. No failure or delay by a Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\n15. Remedies. Recipient understands and agrees that money damages would not be a sufficient remedy for any breach of this Agreement by Recipient or any of its Representatives and that Provider shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach or threat thereof. Such remedies shall not be deemed to be the exclusive remedies for Provider for a breach by Recipient or its Representatives of this Agreement, but shall be in addition to all other remedies available at law or equity to Provider.\n16. Legal Fees. In the event of a final, non-appealable order by a court of competent jurisdiction relating to a breach of this Agreement, the non-prevailing party shall reimburse the prevailing party the reasonable legal fees and costs incurred by the prevailing party in connection with such litigation, including any appeal therefrom.\n17. Governing Law. This Agreement is for the benefit of each of the Parties and shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within such state.\n18. Severability. If any term, provision, covenant or restriction contained in this Agreement is held by any court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants or restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and if a covenant or provision is determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the Parties intend and hereby request that the court or other authority making that determination shall only modify such extent, duration, scope or other provision to the extent necessary to make it enforceable and enforce them in their modified form for all purposes of this Agreement.\n19. Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring either of the Parties by virtue of the authorship at any of the provisions of this Agreement.\n20. Term. This Agreement, and all obligations and other provisions hereunder, shall terminate two years after the date of this Agreement.\n21. Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings, arrangements and discussions between the Parties regarding such subject matter.\n22. Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original but all of which together shall be deemed to constitute a single instrument.\n23. Consent to Representation. This agreement also constitutes notice to Recipient that Provider has engaged DLA Piper LLP (US) as its legal counsel in connection with the Possible Transaction, and Recipient hereby (i) consents to the continued representation of Provider by DLA Piper LLP (US) in relation to the Possible Transaction notwithstanding the fact that DLA Piper LLP (US) may have represented, and may currently or in the future represent, Recipient and/or any of its respective affiliates with respect to unrelated matters and (ii) waive any actual or alleged conflict and actual or alleged violation of ethical or comparable rules applicable to DLA Piper LLP (US) that may arise from its representation of Provider in connection with the Possible Transaction, including but not limited to representing Provider\nagainst Recipient and/or its affiliates in litigation, arbitration, or mediation in connection therewith. In addition, Recipient hereby acknowledges that the consent and waiver under this paragraph is voluntary and informed, and that Recipient has obtained independent legal advice with respect to this consent and waiver. Recipient further agrees that they are each aware of the extent of their respective relationships, if any, with DLA Piper LLP (US), and do not require additional information from DLA Piper LLP (US) in order to understand the nature of this consent. If Recipient has any questions regarding this paragraph, please contact Michael Kagnoff at DLA Piper LLP (US) at (858) 638-6722 or michael.kagnoff@dlapiper.com. DLA Piper LLP (US) is an express third party beneficiary of this paragraph.\nIN WITNESS WHEREOF, each of the undersigned entitles has caused this Agreement to be signed by its duly authorized representative as of the date written below.\nTHE ACTIVE NETWORK, INC.\nADDRESS FOR NOTICE:\n10182 Telesis Court\nSan Diego, California 92121\nAttn: Jon Belmonte\n Interim Chief Executive Officer\nBy: LOGO\n Name: Jon Belmonte\n Title: Interim Chief Executive Officer\nDate: 8/7/2013\nVISTA EQUITY PARTNERS III, LLC\nADDRESS FOR NOTICE:\n150 California Street, 19th Floor\nSan Francisco, CA 94111\nAttn: Christina Lema\n General Counsel\nBy: LOGO\n Name: Christina Lema\n Title: General Counsel\nDate: 8/7/2013\nSchedule A\nBeneficial Ownership\nRecipient currently owns 1,270,738 shares of Provider\u2019s capital stock.\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 39 ], [ 40, 78 ], [ 79, 323 ], [ 323, 440 ], [ 440, 441 ], [ 442, 454 ], [ 454, 849 ], [ 850, 865 ], [ 866, 1041 ], [ 1042, 1887 ], [ 1888, 2521 ], [ 2521, 2585 ], [ 2585, 2748 ], [ 2748, 3144 ], [ 3144, 3540 ], [ 3540, 3658 ], [ 3659, 3957 ], [ 3958, 4067 ], [ 4068, 4099 ], [ 4099, 4843 ], [ 4843, 4949 ], [ 4950, 5101 ], [ 5101, 5549 ], [ 5550, 5743 ], [ 5743, 5945 ], [ 5946, 5980 ], [ 5980, 6167 ], [ 6167, 6259 ], [ 6259, 6410 ], [ 6410, 6512 ], [ 6513, 6545 ], [ 6545, 7161 ], [ 7161, 8082 ], [ 8082, 8338 ], [ 8338, 8772 ], [ 8773, 8804 ], [ 8804, 9641 ], [ 9642, 9691 ], [ 9691, 10035 ], [ 10035, 10140 ], [ 10140, 10299 ], [ 10299, 10508 ], [ 10508, 10706 ], [ 10707, 10738 ], [ 10738, 11192 ], [ 11192, 11275 ], [ 11275, 11409 ], [ 11409, 11620 ], [ 11620, 11735 ], [ 11736, 11751 ], [ 11751, 11885 ], [ 11885, 12169 ], [ 12170, 12408 ], [ 12409, 12569 ], [ 12570, 12688 ], [ 12689, 12847 ], [ 12848, 13025 ], [ 13026, 13155 ], [ 13156, 13369 ], [ 13370, 13513 ], [ 13514, 13642 ], [ 13642, 13655 ], [ 13656, 13761 ], [ 13762, 14109 ], [ 14110, 14189 ], [ 14189, 14264 ], [ 14264, 14350 ], [ 14350, 14697 ], [ 14698, 14726 ], [ 14726, 15404 ], [ 15404, 15666 ], [ 15667, 15704 ], [ 15704, 15889 ], [ 15890, 15923 ], [ 15923, 16422 ], [ 16422, 16767 ], [ 16767, 16939 ], [ 16940, 17005 ], [ 17005, 17498 ], [ 17498, 17798 ], [ 17798, 17935 ], [ 17936, 17966 ], [ 17966, 18209 ], [ 18209, 18489 ], [ 18490, 18504 ], [ 18504, 18825 ], [ 18825, 19055 ], [ 19056, 19072 ], [ 19072, 19393 ], [ 19394, 19413 ], [ 19413, 19639 ], [ 19640, 19658 ], [ 19658, 20420 ], [ 20421, 20439 ], [ 20439, 20528 ], [ 20528, 20830 ], [ 20831, 20841 ], [ 20841, 20968 ], [ 20969, 20991 ], [ 20991, 21224 ], [ 21225, 21243 ], [ 21243, 21407 ], [ 21408, 21439 ], [ 21439, 21623 ], [ 21623, 21947 ], [ 21947, 22231 ], [ 22232, 22338 ], [ 22338, 22555 ], [ 22555, 22804 ], [ 22804, 22917 ], [ 22917, 22965 ], [ 22965, 23040 ], [ 23041, 23200 ], [ 23201, 23225 ], [ 23226, 23245 ], [ 23246, 23265 ], [ 23266, 23293 ], [ 23294, 23312 ], [ 23313, 23314 ], [ 23314, 23345 ], [ 23346, 23354 ], [ 23355, 23356 ], [ 23356, 23374 ], [ 23375, 23376 ], [ 23376, 23414 ], [ 23415, 23429 ], [ 23430, 23460 ], [ 23461, 23480 ], [ 23481, 23514 ], [ 23515, 23538 ], [ 23539, 23559 ], [ 23560, 23561 ], [ 23561, 23576 ], [ 23577, 23585 ], [ 23586, 23587 ], [ 23587, 23607 ], [ 23608, 23609 ], [ 23609, 23631 ], [ 23632, 23646 ], [ 23647, 23657 ], [ 23658, 23678 ], [ 23679, 23749 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 23, 24 ] }, "nda-10": { "choice": "Entailment", "spans": [ 28, 29, 30, 31 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 12 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 43, 99 ] }, "nda-12": { "choice": "Entailment", "spans": [ 13, 17 ] }, "nda-20": { "choice": "Entailment", "spans": [ 40, 44 ] }, "nda-3": { "choice": "Entailment", "spans": [ 12 ] }, "nda-18": { "choice": "Entailment", "spans": [ 46, 52, 53, 58 ] }, "nda-7": { "choice": "Entailment", "spans": [ 18, 21 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 33 ] }, "nda-13": { "choice": "Entailment", "spans": [ 13, 16 ] }, "nda-5": { "choice": "Entailment", "spans": [ 18, 21 ] }, "nda-4": { "choice": "Entailment", "spans": [ 21 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001163932/000119312513394191/d606730dex99d2.htm" }, { "id": 572, "file_name": "1167294_0001193125-15-218134_d933068dex99d3.htm", "text": "Exhibit d(3)\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis MUTUAL NON-DISCLO SURE AGREEMENT is made as of October 29, 2014, by and between Meru Networks, Inc. (the \u201cMeru\u201d), for itself and its Affiliates, and Fortinet, Inc., for itself and its Affiliates (collectively, \u201cCompany\u201d).\nMeru and the Company are evaluating a potential mutually agreed acquisition, business combination, tender offer, financing, joint venture or development, product line acquisition or other similar transaction (\u201cTransaction\u201d) in connection with which each party may disclose certain information, including Confidential Information (as defined below), to the other. As a condition to such information being furnished to the other party, each receiving party agrees to treat, and agrees to cause its subsidiaries and other entities controlled, directly or indirectly, by such party (\u201cAffiliates\u201d) and the respective directors, officers, employees, agents, contractors, representatives, consultants, accountants, attorneys and advisors of such party and its Affiliates (collectively with such Affiliates, \u201cAssociates\u201d) to treat, the other party\u2019s Confidential Information in accordance with the provisions of this agreement, and to take or abstain from taking certain other actions, as described in this agreement. A party disclosing Confidential Information hereunder is referred to herein as the \u201cdisclosing party\u201d and a party receiving the Confidential Information of a disclosing party hereunder is referred to herein as the \u201creceiving party.\u201d\n1. Non-Disclosure of Confidential Information.\n\u201cConfidential Information\u201d means any information, technical data or know-how, software, data and analysis, including without limitation information relating to or including released or unreleased products and services, product development efforts, the marketing or promotion of any product, business policies or practices, business plans and forecasts, financial results, potential transactions and business combinations, the fact the parties are in discussions with each other and any information related to those discussions, and other information relating to the business, operations and affairs of the disclosing party, whether conveyed in writing or orally, regardless of whether marked confidential or proprietary, the manner or form in which it is provided, or whether tangible or intangible, furnished by or on behalf of the disclosing party to the receiving party or its Associates following the date of this agreement in connection with the evaluation of a potential Transaction (including, without limitation, any information that the disclosing party notifies the receiving party has been made available to the disclosing party or its Associates by third parties and that the disclosing party has an obligation to such third party to keep confidential, as long as the receiving party is deemed to have been notified that the disclosing party has an obligation to keep confidential the terms of its contracts with third parties). The term \u201cConfidential Information\u201d shall be deemed to include those portions of any notes, analyses, summaries, compilations, studies, interpretations, memoranda or other documents (regardless of the form thereof) prepared by the receiving party or its Associates which contain or are based upon, in whole or in part, any information furnished by the disclosing party to the receiving party or its Associates pursuant hereto.\nNotwithstanding the foregoing, Confidential Information does not include information which: (a) the receiving party can demonstrate was already in its possession on a non-confidential basis and without restriction as to use before receipt from the disclosing party; (b) is, when furnished or thereafter, becomes part of the public knowledge or literature, not as a result of any violation of the receiving party\u2019s or its Associates obligations hereunder (including the obligations under the next paragraph); (c) becomes available to the receiving party on a non- confidential basis and without restriction as to use from a source other than the disclosing party or any of its Associates, which source is not known (after reasonable due inquiry) by the receiving party to have any obligation of confidentiality to the disclosing party, its Associates or any other party with respect to such information; (d) is approved, in writing, for release by the disclosing party; or (e) is independently developed by the receiving party or its Associates without use of or reference to the disclosing party\u2019s Confidential Information.\nThe receiving party agrees not to use and to cause its Associates not to use, the Confidential Information of the disclosing party except to evaluate, pursue and/or facilitate a potential Transaction involving the parties or as otherwise permitted hereunder. The receiving party will not disclose, nor will it permit its Associates to disclose, any Confidential Information of the disclosing party to third parties except to those Associates of the receiving party who need to know the information for the purpose of helping the receiving party evaluate, pursue and/or facilitate a potential Transaction, and who are informed by the receiving party of the confidential nature of the information and either agree to keep confidential and not to disclose the Confidential Information, or who are subject to professional or contractual duties to keep confidential and refrain from disclosing such information. The receiving party shall be responsible for any breach of this agreement by its Associates. Each party agrees that it will take commercially reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures shall include at least the same degree of care that the receiving party utilizes to protect its own Confidential Information of a similar nature. Each party agrees to notify the other party in writing of any misuse or misappropriation of such Confidential Information of the other party that may come to its attention. Each party is aware, and will take all reasonable precautions to prevent any trading in securities of the other party, including advising its Associates who are informed of the matters that are the subject of this letter agreement, of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information of the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information, and directing such Associates to comply with those restrictions.\n2. Nonpublicity. Subject to Section 3, the existence and the terms of this agreement, the fact that information is being furnished to the receiving party or its Associates pursuant hereto, the Transaction contemplated hereby and any of the terms thereof, the existence or terms of any letter of intent or term sheet or similar document between the parties, and the existence, nature, content and status of the discussions between the parties, including any termination thereof, shall be treated as Confidential Information hereunder, shall be maintained in confidence by the parties hereto and by their respective Associates and shall not be disclosed to any third party or to the public generally. Subject to Section 3, without the prior written consent of the other party, each party agrees not to issue or release any articles, advertising, publicity or other material which contain or are based upon any of such other party\u2019s Confidential Information or directly or indirectly identifying such other party in connection with a potential Transaction between the parties, or the matters described in the preceding sentence, except that, if a Competing Transaction occurs with respect to Meru, the Company shall be permitted to issue or release articles, advertising, publicity or other material solely for the purpose of identifying Meru in connection with a potential Transaction between the parties so long as no other Confidential Information is disclosed.\n3. Required Disclosure. If the receiving party or any of its Associates becomes legally required under applicable law, regulation or securities exchange listing agreement, or by a competent governmental, administrative, securities exchange or regulatory authority or in a proceeding before a court, arbitrator or administrative agency, to disclose any portion of the Confidential Information, that discussions or negotiations between the parties hereto are taking or have taken place, or any of the terms, conditions or other facts with respect to the Transaction, including the status thereof, the receiving party (i) will, and will direct its Associates to, provide the disclosing party with prompt written notice (unless prohibited by law) of such legal compulsion, so as to provide an opportunity (if and to the extent permitted or practicable) to the disclosing party to seek a protective order or other appropriate remedy or to waive compliance by the receiving party and its Associates with the relevant provisions of this agreement and (ii) will, and will use its commercially reasonable efforts to cause its Associates to, cooperate fully with the other party in seeking a protective order or other remedy or assurance that confidential treatment will be accorded to the Confidential Information or other matter. If a protective order or other remedy is not obtained in such a proceeding, or the disclosing party fails to waive compliance with the relevant provisions of this agreement, the receiving party agrees that it will, and will direct its Associates to, disclose only that Confidential Information of the disclosing party which its counsel advises is legally required to be disclosed and will exercise commercially reasonable efforts, and will direct its Associates to exercise their commercially reasonable efforts, at the request and expense of the disclosing party, to cooperate with the disclosing party to seek confidential treatment of the Confidential Information which is so disclosed.\n4. No License Granted. The receiving party agrees that it and its Associates will not assert any claim of title or ownership to the Confidential Information provided by the disclosing party or its Associates hereunder, or any portion thereof. Nothing in this agreement is intended to grant any rights to either party under any patent, copyright, trade secret or other intellectual property right nor shall this agreement grant either party any rights in or to the other party\u2019s Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into, and the undertaking of or the advising with respect to, a possible Transaction. In the event that a disclosing party provides any computer or other hardware or any software to a receiving party in connection with the discussions contemplated hereby, such hardware or software may only be used by the receiving party for the purpose of evaluating, pursuing or facilitating a potential Transaction. Other than as may be provided for in any definitive agreement in respect of such a potential Transaction, any such hardware and software is provided \u201cAS IS\u201d without warranty of any kind, and the receiving party agrees that neither the disclosing party nor its suppliers shall be liable for any damages whatsoever arising from or relating to the receiving party\u2019s use or inability to use such hardware or software. If Confidential Information consists of computer software disclosed in object code form or any hardware device, the receiving party and its Associates shall not, and shall not permit its Associates or any other party, to reverse engineer, decompile, reverse compile, or disassemble such object code, or take any other steps to derive a source code equivalent thereof.\n5. No Obligation. This agreement is intended to provide for the use, handling and protection of Confidential Information, among other things specifically set forth herein. It shall not be construed as an agency, joint venture, partnership or other similar arrangement or relationship, or as creating or establishing such arrangement or relationship. This agreement imposes no obligation on any party to exchange Confidential Information, to purchase, sell, license, transfer, or otherwise make use of any technology, services or products, or to enter into any other agreement with any other party. Without limitation of the foregoing, each party further agrees that no contract or agreement providing for any transaction involving a potential Transaction shall be deemed to exist between the parties hereto unless and until a final definitive agreement regarding such potential Transaction has been executed and delivered by the parties hereto, and that neither party hereto, nor any of its Associates, is under any legal obligation or has any liability to the other party of any nature whatsoever with respect to a potential Transaction by virtue of this letter agreement (other than with respect to the confidentiality and other matters set forth herein).\n6. Term; Return of Confidential Information. This agreement shall survive any termination of discussions between the parties, and (except as provided in Section 10) shall continue for a period of twelve (12) months following the date of this agreement. Nothing herein is intended to limit or abridge the protection of trade secrets under applicable trade secrets law, and the protection of trade secrets by the receiving party shall be maintained as such until they fall into the public domain. The Company agrees to notify Meru promptly of its determination not to proceed with its consideration of the possible Transaction (the date upon which such notification is provided to Meru is referenced herein as the \u201cNotification Date\u201d). The receiving party, upon the disclosing party\u2019s request, will promptly return all Confidential Information received from the disclosing party, together with all copies, or at the option of the receiving party, certify in writing that all such Confidential Information and copies thereof have been destroyed. Notwithstanding the foregoing and subject to the limitations on disclosure and use provided in this agreement: (a) the receiving party\u2019s internal or external counsel may keep a copy of the Confidential Information for use solely in connection with any claim, action or proceeding brought relating to this agreement or the Confidential Information; (b) the receiving party\u2019s financial and professional advisors may retain Confidential Information to the extent required under applicable law, rule or regulations; and (c) the receiving party shall not be under any obligation to erase or destroy any Confidential Information retained through routine back-up archival electronic storage in the ordinary course of business until the next regularly-scheduled time at which time such information wil1 be erased or destroyed, provided that (i) the receiving party shall have taken reasonable measures to prevent access or use thereof by its Associates and (ii) in the event the receiving party discovers that such information had been accessed or used, in a manner prohibited by this Agreement or as a result of a breach of this Agreement, by it or its Associates, the receive party shall (A) promptly notify the disclosing party of such access or use, including a reasonably detailed description of such Confidential Information as well as the title of such person or persons who have accessed such Confidential Information since the time it was required to be returned or destroyed and how any such information may have been used by such persons, and (B) shall promptly prevent further access thereto and use thereof, and (C) at the disclosing party\u2019s request permanently delete or otherwise destroy such Confidential Information and any work product of any variety to the extent it made use thereof. Notwithstanding the return or destruction of the Confidential Information, each party and its Associates will continue to be bound by its obligations of confidentiality, non-use and other obligations hereunder.\n7. Attorney-Client Privilege. To the extent that any Confidential Information of the disclosing party includes materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information that is entitled to protection under the attorney-client privilege, work product doctrine and other applicable privilege shall remain entitled to such protection under these privileges, this agreement, and under the joint defense doctrine.\n8. Independent Development: Residuals. Each party retains for itself the right to engage, now or in the future, in businesses similar to or competitive with those of the other party. Accordingly, nothing in this agreement will prohibit the receiving party or its Associates from independently developing, manufacturing, marketing, selling, servicing or supporting, or having developed, manufactured, marketed, sold, serviced or supported for it, products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the disclosing party\u2019s Confidential Information, provided that the receiving party and its Associates do not use or reference any of the disclosing party\u2019s Confidential Information for such activities. Neither party nor its respective Associates shall have any obligation to limit or restrict the assignment of its respective employees or consultants as a result of their having had access to Confidential Information of the other party or its Associates, provided that such employees or consultants can and do perform their duties without recourse to Confidential Information of the other party and that such party shall not have selected such person to review Confidential Information because that person has an eidetic or other unusually strong memory. The receiving party may use any Residuals (as defined below) for any purpose, provided that this paragraph does not grant or imply any license or other right to use any patent, trademark, copyright, mask work right or other intellectual property right. \u201cResiduals\u201d means information in non-tangible form that is incidentally retained, as general knowledge and experience (and not through intentional memorization in any way), in the unaided memory of the receiving party\u2019s Associates that are natural persons who have had access to the disclosing party\u2019s Confidential Information within the scope of the receiving party\u2019s obligations under this agreement, but who no longer have access to such Confidential Information. The memory of an Associate of the receiving party thereof is unaided if such individual has not intentionally memorized the Confidential Information or retained notes or other aids to such memory.\n9. Standstill. The Company agrees that, for a period of nine (9) months from the date of this Agreement (the \u201cStandstill Period\u201d), unless specifically invited in writing by Meru, none of the Company and any of its Affiliates (and any person acting on behalf or in concert with the Company or any of its Affiliates) will in any manner, directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof) or any rights decoupled from the underlying securities of the Company that would result in the Company (together with its Affiliates) owning, controlling or otherwise having any beneficial or other ownership interest in any securities, or any assets (including any exclusive license of all or a substantial portion of Meru\u2019s intellectual property), indebtedness or businesses of Meru or any of its subsidiaries or Affiliates, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single \u201cperson\u201d under Section 13(d) of the Exchange Act), through swap or hedging transactions or otherwise, (ii) any tender or exchange offer, merger, consolidation, acquisition or other business combination involving Meru, any of the subsidiaries or Affiliates or assets of Meru or the subsidiaries or Affiliates constituting a significant portion of the consolidated assets of Meru and its subsidiaries or Affiliates, (iii) any recapitalization, reorganization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Meru or any of its subsidiaries or Affiliates or any of their respective securities, or (iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any voting securities of Meru or any of its Affiliates; (b) form, join or in any way participate in a \u201cgroup\u201d (as defined under the Securities Exchange Act of 1934 (the \u201cExchange Act\u201d)) with respect to Meru or otherwise act in concert with any person in respect of any such securities or assets (including by exclusive license); (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board of Directors or policies of Meru or to obtain representation on the Board of Directors of Meru; (d) take any action which would or would reasonably be expected to require Meru to make a public announcement regarding any of the types of matters set forth in Section 9(a) above; (e) propose any matter to be voted upon by the stockholders of Meru; or (f) enter into any formal or informal discussions or arrangements with any third party, other than arrangements with the Company\u2019s controlled Affiliates and discussions and arrangements with the Company\u2019s Associates solely related to their engagement as such, with respect to any of the foregoing; provided, however, that the Company shall not be prohibited from making or discussing any offers in a confidential, non-public manner that does not violate clause (d) above regarding the Transaction directly to or with the management or the Board of Director s of Meru, or their designated Associate. The parties also agree that during such period any provision of this paragraph (including this sentence) will not be amended or waived without the prior written consent of both parties. The provisions of this paragraph shall be inoperative and of no force or effect if a Competing Transaction occurs with respect to Meru. \u201cCompeting Transaction\u201d shall mean that a person (as defined by Section 13(d)(3) of the Exchange Act (\u201cPerson\u201d)) or \u201cgroup\u201d (as defined by Section 13(d)(3) of the Exchange Act): (i) enters into an agreement with Meru providing for the merger or consolidation, or any similar transaction, involving Meru in which, following consummation of such transaction, the persons or entities who, immediately prior to such transaction, held the voting securities of Meru (A) do not hold at least 50% of the voting power of the voting securities of at least one of (1) the combined entity or (2) any its direct or indirect parents and (B) do not have the ability to elect a majority of the directors of at least one of (x) the combined entity or (y) any of its direct or indirect controlling parents, (ii) enters into an agreement with Meru providing for the purchase or other acquisition of, or purchases or otherwise acquires, all or substantially all of the assets of Meru, (iii) enters into an agreement with Meru providing for the purchase or other acquisition of, including by way of tender offer, or purchases or otherwise acquires, beneficial ownership of securities representing 50% or more of the voting power of Meru or more than 50% of the assets of Meru, (iv) files with the Securities and Exchange Commission a Schedule TO covering a tender offer providing for the purchase or other acquisition of beneficial ownership of securities representing 50% or more of the voting power of Meru, or (v) who is not a Meru officer, director, stockholder (or any of such persons\u2019 Affiliates) announces or commences a proxy or consent solicitation seeking to elect to the Board of Directors of Meru any persons who are not nominated by the Board of Directors of Meru.\n10. Non-Solicitation Period. The Company agrees that for a period of twelve (12) months following the date of this Agreement, it will not solicit and will not permit any of its Affiliates (in each case who is or becomes aware of the possible Transaction or is otherwise provided with Confidential Information) to solicit for employment any Specified Employee (as defined below); provided, however, that this Section 10 will not prevent the Company from (a) causing to be placed any general advertisement or similar notice that is not targeted specifically at employees of Meru or its subsidiaries, (b) engaging any recruiting firm or similar organization to identify or solicit persons for employment on their behalf and soliciting the employment of any Specified Employee who is identified by such recruiting firm or organization, so long as such recruiting firm or organization is not instructed to target or solicit any Specified Employee of Meru or its subsidiaries, or (c) engaging in employment discussions or hiring a Specified Employee if such Specified Employee initiates contact with the Company by clear and convincing evidence. For purposes of this Section 10, a person shall be deemed to be a \u201cSpecified Employee\u201d only if such person meets each of the following: (i) such person is employed by Meru or any of its subsidiaries on the date of this Agreement or becomes employed by Meru or any subsidiary of Meru prior to the Notification Date; (ii) such person\u2019s employment shall not have been involuntarily terminated by Meru or by its subsidiary; and (iii) the Company or its Affiliates shall have learned of the person (or his or her specific skills and competencies) as a consequence of the provision of Confidential Information or negotiation with respect to a Transaction.\n11. No Warranty. The parties make no express or implied representation or warranty as to the accuracy or completeness of any of the information furnished to each other or their respective Associates under this Agreement. Only those representations or warranties which are made in a final definitive agreement regarding a Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. Neither party nor any of such party\u2019s Associates shall have any liability to the other party or its Associates relating to or arising from the use of or reliance upon any information or any errors or omissions therein. For purposes of this Section 11, \u201cinformation\u201d is deemed to include all information furnished by or on behalf of a party or its Associates to the other party or its Associates, regardless of whether such information constitutes \u201cConfidential Information\u201d as defined in Section 1. The parties expressly agree that neither the terms or conditions of this Agreement, nor any discussions held by the parties to address the feasibility of a potential business relationship or business opportunity shall be construed as to prevent either party from pursuing similar discussions with third parties in similar markets or obligate either party to take, continue or forgo any action relating to the above-mentioned discussions.\n12. Successors and Assigns: Governing Law and Jurisdiction. This agreement will be binding upon and inure to the benefit of each party and its Associates and their respective heirs, successors and permitted assigns. Any assignment of this agreement without the prior written consent of the other party shall be null and void. This agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within that state, and without regard to conflicts of laws principles of that state. Each of the parties hereby agrees and irrevocably consents to personal jurisdiction and venue in any federal or state court within Wilmington, Delaware, having subject matter jurisdiction, for the purposes of any action, suit or proceeding arising out of or relating to this agreement. Each party further waives and agrees not to plead that any such action in any such court has been brought in an inconvenient forum. To the fullest extent permitted by law, each of the parties hereby agrees to waive trial by jury in any action, proceeding or counterclaim brought by or on behalf of either party with respect to any matter whatsoever relating to this agreement.\n13. Entire Agreement: Amendment; No Waiver. This agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among or between the parties with respect to the subject matter hereof. All modifications of, waivers of and amendments to this agreement must be in writing and signed by both parties hereto. No failure or delay by either party or any of its Associates in exercising any right, power or privilege under this agreement will operate as a waiver thereof, and no single or partial exercise of any such right, power or privilege will preclude any other or future exercise thereof or the exercise of any other right, power or privilege under this agreement.\n14. Captions. The underlined captions appearing in this agreement have been included only for convenience and shall not affect or be taken into account in the interpretation of this agreement.\n15. Severability. Any term or provision of this agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.\n16. Counterparts. This agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Any counterpart signed by an authorized representative of a party and delivered to the other party by telecopier, facsimile, PDF or other electronic transmission shall be deemed an original counterpart and duly delivered. Each party agrees that any such signatures will have the same legal effect as original signatures and may be used as evidence of execution.\n17. Remedies. Each party acknowledges that damages for improper disclosure of Confidential Information may be irreparable; therefore, in addition to all other remedies available at law or in equity, the injured party is entitled to seek equitable relief, including injunction and preliminary injunction, as a remedy for any breach or threatened breach of this agreement by the other party.\n[signatures follow]\nIN WITNESS WHEREOF, the parties are signing this MUTUAL NON-DISCLOSURE AGREEMENT as of the day and year first above written.\nMeru Networks, Inc.\nBy: /s/ Mark Liu\nName: Mark Liu Title: General Counsel\nFortinet, Inc.\nBy: /s/ John Whittle\nName: John Whittle\nTitle: General Counsel\n", "spans": [ [ 0, 12 ], [ 13, 44 ], [ 45, 271 ], [ 272, 635 ], [ 635, 1282 ], [ 1282, 1513 ], [ 1513, 1514 ], [ 1515, 1561 ], [ 1562, 3003 ], [ 3003, 3429 ], [ 3430, 3522 ], [ 3522, 3696 ], [ 3696, 3938 ], [ 3938, 4333 ], [ 4333, 4402 ], [ 4402, 4553 ], [ 4554, 4609 ], [ 4609, 4813 ], [ 4813, 5461 ], [ 5461, 5554 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"choice": "Entailment", "spans": [ 28, 29, 30 ] }, "nda-13": { "choice": "Entailment", "spans": [ 10, 13 ] }, "nda-5": { "choice": "Entailment", "spans": [ 4, 18 ] }, "nda-4": { "choice": "Entailment", "spans": [ 16, 17, 26, 37 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001167294/000119312515218134/d933068dex99d3.htm" }, { "id": 573, "file_name": "1175638_0000912057-02-024619_a2082526zex-10_3.htm", "text": "Exhibit 10.3\nNon-Disclosure Agreement between NPS Ltd. and Accu-Tech Systems, Dated November 16, 1999\nNON-DISCLOSURE AGREEMENT\n ACCU-TECH SYSTEMS, Orion Suite, Enterprise Way, Newport, UK (hereinafter referred to as ATS) and NETWORK PRINTING SOLUTIONS (hereinafter referred to as NPS) located at Ibex House, 162-164 Arthur Road, Wimbledon Park, London are desirous of exchanging during the period 1st November, 1999 through 31st October, 1999 certain information which relates to intellectual property owned by ATS in respect of their range of products.\n 1.0 The parties wish to exchange the information for the purpose of the development of applications using ATS products. In the course of such exchange, either party hereto or both may disclose to the other certain information pursuant to this Agreement that the disclosing party considers PROPRIETARY. For each such disclosure, the disclosing party will hereinafter be termed \"OWNER\" and the party to whom the information is being transmitted will hereinafter be termed \"RECIPIENT\" each with respect to a given disclosure.\n 2.0 RECIPIENT agrees that for a period of two years from the date of receipt of the information, it shall not disclose or duplicate any information it receives from OWNER that is marked or designated as CONFIDENTIAL, PROPRIETARY or STRICTLY PRIVATE (hereinafter collectively referred to as \"PROPRIETARY\") to any other person (including RECIPIENT'S employees in any other Group or entity), firm, or company, or use it for its own benefit, except as provided herein.\n 3.0 RECIPIENT agrees to require obligations of confidentiality with respect to all disclosures of such PROPRIETARY information.\n 4.0 RECIPIENT agrees that it will not advise others that, the subject matter of this disclosure is known to OWNER or to others associated with OWNER. RECIPIENT furthermore agrees to exercise prudence in order to avoid the unauthorized disclosure or use, of such information, taking steps which include, but are not limited to, those delineated above.\n 5.0 The parties hereto agree that information shall not be deemed PROPRIETARY and RECIPIENT shall have no obligation with respect to, any such information which;\n i is already known to RECIPIENT;\n ii is or becomes publicly known through no wrongful act of RECIPIENT or any employee or RECIPIENT;\n (iii is rightfully received from a third party without restriction and without breach of this Agreement;\n iv is independently developed by RECIPIENT without breach of this Agreement;\n v is furnished to a third party by OWNER without a similar restriction on third party's rights;\n vi is approved for release by written authorisation of OWNER;\n viii. is disclosed pursuant to the requirement or request of a Governmental agency or where disclosure is required by operation of law.\n 6.0 The parties hereto further agree that RECIPIENT shall not be liable for:\n i. inadvertent disclosure or use of PROPRIETARY information provided that\n a. it uses the same prudence as set forth above, in safeguarding such PROPRIETARY information, and\n b. upon discovery of such inadvertent disclosure or use of such PROPRIETARY information, it endeavours to prevent any further inadvertent disclosure or use,\n ii. unauthorised disclosure or use of PROPRIETARY information by persons who are or have been in its employ, unless it fails to prudently safeguard such PROPREETARY information.\n 7.0 In the event that PROPRIETARY information is wrongfully used or disclosed by an employee of RECIPIENT, RECIPIENT agrees to co-operate with OWNER fully with respect to any legal action taken by OWNER with respect to such employee.\n 8.0 The parties hereto understand that each may currently or in the future be developing PROPRIETARY information internally, or receiving PROPRIETARY information from third parties which may be similar to disclosing party's information. Accordingly, nothing in this Agreement shall be construed as a representation or inference that each party hereto will not develop products, for itself or for others, that compete with the products, systems or methods contemplated by disclosing party's information.\n 9.0 Each party hereto respectively appoints the below identified person as its Data Control Coordinator for the receipt and dispatch, on its behalf, of all PROPRIETARY information it discloses to the other party hereto pursuant to this Agreement. Each party reserves the right to change its Data Control Co-ordinator by giving the other party written notice thereof.\n 10. In the event one party hereto orally discloses its PROPRIETARY information to the other party hereto, disclosing party agrees to promptly notify the Data Control Co-ordinator of the RECIPIENT of such oral disclosure, and reduce to writing each information within thirty (30) days of such oral disclosure and the names of the employees of RECIPIENT to whom such oral disclosure was made, including therein a brief description of the information disclosed.\n 11.0 All written PROPRIETARY information delivered by OWNER to RECIPIENT pursuant to this Agreement and any authorised copies thereof shall remain the property of OWNER, and shall be promptly returned to OWNER upon written request.\n 12.0 Neither party has an obligation under or in consequence of this Agreement to purchase or sell any service or item from or to the other party.\n 13.0 All disputes which cannot be resolved between the parties are to be decided exclusively by the Arbitration Court of the International Chamber of Commerce in London under the arbitration rules of this Chamber.\n 14.0 Competency of court is United Kingdom.\nOn behalf of: On behalf of\nNetwork Printing Solutions Accu-Tech Systems\nSigned: /s/ Signed:\nPosition: Director Position:\nDate: 16-11-99 Date:\n", "spans": [ [ 0, 12 ], [ 13, 28 ], [ 28, 101 ], [ 102, 126 ], [ 127, 128 ], [ 128, 553 ], [ 554, 555 ], [ 555, 675 ], [ 675, 857 ], [ 857, 1077 ], [ 1078, 1079 ], [ 1079, 1543 ], [ 1544, 1545 ], [ 1545, 1672 ], [ 1673, 1674 ], [ 1674, 1824 ], [ 1824, 2024 ], [ 2025, 2026 ], [ 2026, 2187 ], [ 2188, 2189 ], [ 2189, 2221 ], [ 2222, 2223 ], [ 2223, 2321 ], [ 2322, 2323 ], [ 2323, 2427 ], [ 2428, 2429 ], [ 2429, 2505 ], [ 2506, 2507 ], [ 2507, 2602 ], [ 2603, 2604 ], [ 2604, 2665 ], [ 2666, 2667 ], [ 2667, 2802 ], [ 2803, 2804 ], [ 2804, 2880 ], [ 2881, 2882 ], [ 2882, 2955 ], [ 2956, 2957 ], [ 2957, 3055 ], [ 3056, 3057 ], [ 3057, 3213 ], [ 3214, 3215 ], [ 3215, 3392 ], [ 3393, 3394 ], [ 3394, 3627 ], [ 3628, 3629 ], [ 3629, 3866 ], [ 3866, 4131 ], [ 4132, 4133 ], [ 4133, 4380 ], [ 4380, 4499 ], [ 4500, 4501 ], [ 4501, 4959 ], [ 4960, 4961 ], [ 4961, 5192 ], [ 5193, 5194 ], [ 5194, 5340 ], [ 5341, 5342 ], [ 5342, 5555 ], [ 5556, 5557 ], [ 5557, 5600 ], [ 5601, 5627 ], [ 5628, 5672 ], [ 5673, 5692 ], [ 5693, 5721 ], [ 5722, 5737 ], [ 5737, 5742 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 54 ] }, "nda-10": { "choice": "Entailment", "spans": [ 15 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 11 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 18, 26, 46, 47 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 54 ] }, "nda-3": { "choice": "Entailment", "spans": [ 52 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 11 ] }, "nda-17": { "choice": "Contradiction", "spans": [ 11 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 18, 24 ] }, "nda-5": { "choice": "Contradiction", "spans": [ 11 ] }, "nda-4": { "choice": "Entailment", "spans": [ 11 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001175638/000091205702024619/a2082526zex-10_3.htm" }, { "id": 574, "file_name": "1177845_0001193125-18-219243_d519554dex99d3.htm", "text": "Exhibit (d)(3)\nNON-DISCLOSURE AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT (the \u201cAgreement\u201d) is made and entered into this 31st day of January, 2018, by and between ZEBRA TECHNOLOGIES CORPORATION, a Delaware corporation (\u201cCOMPANY\u201d) and XPLORE TECHNOLOGIES CORP., a Delaware corporation (\u201cXPLORE\u201d). COMPANY and XPLORE sometimes are referred to herein as a \u201cParty\u201d and collectively as the \u201cParties.\u201d\nWHEREAS, each of COMPANY and XPLORE possesses certain non-public, confidential and/or proprietary information relating to its businesses that it proposes to disclose to the other Party (the \u201cCOMPANY Information\u201d, and the \u201cXPLORE Information\u201d, respectively, and collectively, the \u201cInformation\u201d) for the purpose of evaluating a possible transaction (a \u201cTransaction\u201d) between COMPANY and XPLORE (the \u201cPermitted Use\u201d);\nNOW, THEREFORE, in consideration of the mutual promises contained herein, COMPANY and XPLORE hereby agree as follows:\n1. Each of COMPANY and XPLORE agrees to hold the other Party\u2019s Information in confidence in accordance with the provisions hereof.\n2. Without the prior written consent of the other Party or except as otherwise provided herein, neither COMPANY nor XPLORE will: (i) distribute or disclose to any other person any of the other Party\u2019s Information; (ii) permit any other person to have access to the other Party\u2019s Information; (iii) use the other Party\u2019s Information for any purpose other than the Permitted Use; (iv) (A) use the other Party\u2019s Information in any way that would allow it to obtain a competitive advantage with respect to such Party or (B) reverse engineer such other Party\u2019s Information; or (v) disclose to any other person (A) that discussions, investigations or negotiations are taking place concerning a possible transaction between the Parties, or (B) the terms, conditions, status or other facts regarding a possible transaction between the Parties, or (C) that a Party has received Information from the other Party. In addition, the Parties agree that any trade secrets of the other Party which are identified (whether orally or in writing) by the disclosing Party as trade secrets and disclosed to such Party pursuant to this Agreement shall continue to be held confidentially by such Party pursuant to the terms of this Agreement for the duration of the period such trade secrets remain trade secrets under applicable law, notwithstanding any expiration or termination of this Agreement. Notwithstanding the above, each of COMPANY and XPLORE agree that the other Party may disclose the COMPANY Information and the XPLORE Information, respectively, and portions thereof, as well as the information described in clause (iv) of the preceding sentence, to those of such other Party\u2019s directors, officers, employees and, representatives (including financial advisors, lawyers and accountants) of such other Party\u2019s advisors (collectively, \u201cRepresentatives\u201d) who need to know such Information for the Permitted Use. Each Party will inform its Representatives of the confidential nature of the other Party\u2019s Information and will require its Representatives to abide by the terms of this Agreement and not to disclose the other Party\u2019s Information to any other person. Each of COMPANY and XPLORE agrees to be responsible for any breach of this Agreement by its respective Representatives, and shall keep a true and correct record of all of such other Party\u2019s Information such Party has provided to its Representatives, but shall not be required to keep records of such other Party\u2019s Information that a Representative accesses via a dataroom. As used in this Agreement, the term \u201cperson\u201d shall be broadly interpreted to include, without limitation, any corporation, company, partnership or individual.\n3. (a) In the event that COMPANY is required by law in any judicial or governmental proceeding or otherwise to disclose any XPLORE Information, COMPANY will give XPLORE prompt written notice of such request so that XPLORE may seek a protective order or appropriate remedy. If, in the absence of a protective order, COMPANY determines, upon the advice of counsel, that it is required to disclose such XPLORE Information, it may disclose such XPLORE Information only to the extent compelled to do so; provided, however, that COMPANY gives XPLORE written notice of the portion of XPLORE Information to be disclosed as far in advance of the disclosure as is practicable and uses its reasonable best efforts, at XPLORE\u2019s expense, to obtain assurances that confidential treatment will be accorded to such XPLORE Information. (b) In the event that XPLORE is required by law in any judicial or governmental proceeding or otherwise to disclose any COMPANY Information, XPLORE will give COMPANY prompt written notice of such request so that COMPANY may seek a protective order or appropriate remedy. If, in the absence of a protective order, XPLORE determines, upon the advice of counsel, that it is required to disclose such COMPANY Information, it may disclose such COMPANY Information only to the extent compelled to do so; provided, however, that XPLORE gives COMPANY written notice of the portion of COMPANY Information to be disclosed as far in advance of the disclosure as is practicable and uses its reasonable best efforts, at COMPANY\u2019s expense, to obtain assurances that confidential treatment will be accorded to such COMPANY Information.\n4. (a) All written COMPANY Information shall be information which is or would generally be considered to be confidential and/or proprietary information, and any information disclosed orally or visually shall be considered confidential Information if it is information which is or would generally be considered to be confidential and/or proprietary information, including if it is reduced to tangible form. COMPANY Information does not include information that XPLORE can clearly demonstrate falls within any of the following: (i) information that either is legally in XPLORE\u2019s possession without restriction or publicly available to XPLORE prior to the disclosure of such information hereunder; (ii) information that, subsequent to its disclosure hereunder, becomes publicly available to XPLORE without restriction and without any violation of this Agreement by XPLORE or its Representatives; (iii) information that becomes legally available to XPLORE on a non-confidential basis from any third party, the disclosure of which to XPLORE does not, to XPLORE\u2019s knowledge, violate any contractual or legal obligation such third party has to COMPANY with respect to such information; (iv) information that is independently acquired or developed by XPLORE that XPLORE can demonstrate was acquired or developed without reference to COMPANY\u2019s Information; or (v) information that is explicitly approved for release by written authorization of COMPANY.\n(b) All written XPLORE Information shall be information which is or would generally be considered to be confidential and/or proprietary information, and any information disclosed orally or visually shall be considered confidential Information if it is information which is or would generally be considered to be confidential and/or proprietary information, including if it is reduced to tangible form. XPLORE Information does not include information that COMPANY can clearly demonstrate falls within any of the following: (i) information that either is legally in COMPANY\u2019s possession without restriction or publicly available to COMPANY prior to the disclosure of such information hereunder; (ii) information that, subsequent to its disclosure hereunder, becomes publicly available to COMPANY without restriction and without any violation of this Agreement by COMPANY or its Representatives; (iii) information that becomes legally available to COMPANY on a non-confidential basis from any third party, the disclosure of which to COMPANY does not, to COMPANY\u2019s knowledge, violate any contractual or legal obligation such third party has to XPLORE with respect to such information; (iv) information that is independently acquired or developed by COMPANY that COMPANY can demonstrate was acquired or developed without reference to XPLORE\u2019s Information; or (v) information that is explicitly approved for release by written authorization of XPLORE.\n(c) Without limiting the foregoing, COMPANY Information and XPLORE Information shall include (i) all information of the type described in subsection (a) or (b) that is in electronic format or provided or stored on electronic of magnetic media, film or any other sort of media, (ii) all analyses, compilations, data, studies, interpretations, memoranda, notes or other documents prepared by the other Party or its Representatives to the extent they contain any COMPANY Information or XPLORE Information, respectively, and (iii) any information of the type described in subsection (a) or (b) that is provided by such Party to the other Party prior to the date of this Agreement.\n(d) (I) Each Party is furnishing its Information hereunder in consideration of the other Party\u2019s agreement for a period of eighteen (18) months that it and its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d)) will not (and will not assist, provide or arrange financing to or for others or encourage others to), directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by the other Party\u2019s Board of Directors (or similar governing body): (i) acquire or offer, seek or propose to acquire (or request permission to do so), ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of all or substantially all of the assets or businesses of other Party or any securities, bank debt or trade debt issued by other Party, or any rights or options to acquire such ownership (including from a third party) (other than purchases of up to 5% of such securities in connection with such Party\u2019s ordinary cash management practices and without reference to or knowledge of such other Party\u2019s Information), (ii) seek or propose to influence or control the management or the policies of other Party or to obtain representation on the other Party\u2019s Board of Directors, or solicit, or participate in the solicitation of, any proxies, consents or votes with respect to any securities of the other Party or with respect to any plan of reorganization filed by the other Party or any other person in connection with a bankruptcy or similar proceeding under state or federal law involving the other Party or any of its subsidiaries, (iii) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing or (iv) make any public announcement with respect to the foregoing. Notwithstanding anything to the contrary in this Agreement (including the foregoing), nothing in this Section 4(d) shall prohibit either Party from submitting a confidential proposal to the other Party\u2019s Board of Directors (or similar governing body) with respect to any action described in this Section 4(d)(I), provided that such proposal is not of a type that would require the other Party to make a public disclosure thereof.\n(II) If at any time during the eighteen month period referred to in the preceding paragraph (I) either Party enters into a definitive agreement providing for a Combination (as defined below) or becomes the subject of a tender or exchange offer which, if consummated, would constitute a Combination is commenced for securities of either Party, then upon the occurrence of any such event, the restrictions on the other Party set forth in the preceding paragraph (I) shall terminate and all other provisions of this Agreement shall continue in full force and effect in accordance with the terms hereof. A \u201cCombination\u201d shall mean a transaction in which (i) a person or \u201cgroup\u201d (within the meaning of Section 13(d)(3) of the Exchange Act) acquires, directly or indirectly, securities representing fifty percent (50%) or more of the voting power of the outstanding securities of such Party or properties or all or substantially all the assets of such Party and its subsidiaries.\n5. For a period of eighteen (18) months from the date hereof, neither COMPANY nor its subsidiaries will, directly or indirectly, solicit to hire or hire any (i) officers of XPLORE, (ii) management-level employees of XPLORE or its affiliates with whom COMPANY or its Representatives have had direct contact in connection with the evaluation or negotiation of a possible transaction, or (iii) employees of XPLORE or its affiliates with whom COMPANY or its Representatives is first made aware of in connection with any due diligence conducted in connection with the evaluation of a possible transaction. For a period of eighteen (18) months from the date hereof, neither XPLORE nor its subsidiaries will, directly or indirectly, solicit to hire or hire any (i) officers of COMPANY, (ii) management-level employees of COMPANY or its affiliates with whom XPLORE or its Representatives have had direct contact in connection with the evaluation or negotiation of a possible transaction, or (iii) employees of COMPANY or its affiliates with whom XPLORE or its Representatives is first made aware of in connection with any due diligence conducted in connection with the evaluation of a possible transaction. Notwithstanding the foregoing, this Agreement will not preclude COMPANY, XPLORE or any of their respective subsidiaries from\n(A) hiring any employee of the type described in clause (iii) above of the other Party who responds to an advertisement or general solicitation (including through recruiting firms or similar engagements) that is not specifically targeted at such employee or at employees of such other Party generally or\n(B) making any such general solicitation.\n6. For purposes of complying with the obligations set forth herein, each of COMPANY and XPLORE shall use efforts fully commensurate with those that it employs for the protection of its privileged and confidential Information. Each Party agrees that neither it nor any of its subsidiaries or affiliates has been granted any license, copyright or other similar right or privilege with respect to any of the Information or other information provided by or on behalf of the other Party. Each Party hereby acknowledges and confirms that all existing and future intellectual property rights relating to the other Party\u2019s Information are the exclusive property of such Party. Each Party agrees that it will not apply for or obtain any intellectual property protection in respect of the other Party\u2019s Information. All intellectual property rights relating to any drawings, documents and work carried out by any Party (whether past, present or future) using the other Party\u2019s Information will belong to and will vest in the other Party. Each Party agrees that it will do all such things and execute all documents necessary to enable the other Party to obtain, defend or enforce its rights in such drawings, documents and work.\n7. (a) COMPANY acknowledges that XPLORE currently, or in the future, may develop information internally, or receive information from third parties that may be similar to COMPANY\u2019s Information. Therefore, this Agreement is not to be understood or construed as a promise by XPLORE that it will not develop products (or have products developed for it) that, without violating this Agreement, compete with the products or systems contemplated or described in COMPANY Information.\n(b) XPLORE acknowledges that COMPANY currently, or in the future, may develop information internally, or receive information from third parties that may be similar to XPLORE\u2019S Information. Therefore, this Agreement is not to be understood or construed as a promise by COMPANY that it will not develop products (or have products developed for it) that, without violating this Agreement, compete with the products or systems contemplated or described in XPLORE Information.\n8. Neither COMPANY nor XPLORE makes any representation or warranty, express or implied, as to the accuracy or completeness of its Information. Neither Party, nor any of its respective affiliates, officers, directors, employees, agents or controlling persons (within the meaning of the Exchange Act) shall have any liability to the other Party or any other person resulting from such other Party\u2019s or other person\u2019s use of the Information. To the extent that any Information includes materials subject to the attorney-client privilege, the applicable Party is not waiving, and shall not be deemed to have waived or diminished, its attorney work-product protections, attorney-client privileges or similar protections and privileges as a result of disclosing any Information hereunder.\n9. It is understood that this Agreement does not obligate COMPANY or XPLORE to enter into any further agreement. Unless and until a definitive agreement between COMPANY and XPLORE with respect to a transaction has been executed and delivered, neither COMPANY nor XPLORE will be under any legal obligation of any kind whatsoever with respect to any transaction by virtue of this Agreement or any written or oral expression with respect to any transaction by any of the COMPANY\u2019s or XPLORE\u2019s Representatives except, in the case of this Agreement, for the matters specifically agreed to herein. Each Party understands and agrees that (i) the other Party (a) shall be free to conduct the process for a Transaction as it in its sole discretion shall determine (including changing or terminating such process, providing any information to any other Person, negotiating with any other Person or entering into a definitive agreement with any other Person with respect to any transaction, in each case, at any time and without notice to you or any other Person) and (b) shall be free at its sole discretion to at any time accept or reject any proposal relating to the other Party for any reason without notice and (ii) it shall have no claim against the other Party or any of its officers, directors, employees, shareholders, partners, members, affiliates, accountants, attorneys, financial advisors, consultants or other agents or representatives in connection with any of the foregoing matters.\n10. (a) COMPANY agrees that XPLORE Information is and shall at all times remain the property of XPLORE. COMPANY acknowledges that the XPLORE Information is confidential and material to the interests, business and affairs of XPLORE and that the disclosure thereof (other than as permitted under this Agreement) would be detrimental to the interests, business and affairs of XPLORE. No use of such XPLORE Information is permitted except as otherwise provided herein and no grant under any of XPLORE\u2019s intellectual property rights is hereby given or intended, including any license (implied or otherwise).\n(b) XPLORE agrees that COMPANY Information is and shall at all times remain the property of COMPANY. XPLORE acknowledges that the COMPANY Information is confidential and material to the interests, business and affairs of COMPANY and that the disclosure thereof (other than as permitted under this Agreement) would be detrimental to the interests, business and affairs of COMPANY. No use of such COMPANY Information is permitted except as otherwise provided herein and no grant under any of COMPANY intellectual property rights is hereby given or intended, including any license (implied or otherwise).\n11. Each of the Parties agrees that the Information shall not be exported directly or indirectly to any restricted or prohibited country without the prior written consent of the Bureau of Industry & Security of the U.S. Department of Commerce, where such consent is required to be obtained. Each Party acknowledges the other Party\u2019s potential obligations under the federal securities laws, but you will first consult with the such other Party regarding the timing and content of such disclosure and otherwise comply with the terms and provisions of the foregoing.\n12. (a) Upon the request of COMPANY, XPLORE will return or destroy (at XPLORE\u2019S option) all COMPANY Information and any notes, correspondence, analyses, documents or other records containing COMPANY Information, including all copies thereof, then in the possession of XPLORE or its Representatives. Such return, however, does not abrogate the continuing obligations of XPLORE under this Agreement. Notwithstanding the foregoing, one copy of the COMPANY Information and the notes, correspondence, analyses, documents or other records containing COMPANY Information may be retained by XPLORE\u2019s in-house or external attorneys to prevent possible future misunderstandings regarding the scope of the disclosure and XPLORE will not be required to destroy electronic back-up versions of the COMPANY Information to the extent such destruction is not reasonably practical; provided that any COMPANY Information retained on routine computer system back-up tapes, disks or other back-up storage devices shall not be used, disclosed or otherwise recovered from such back-up devices unless required for regulatory purposes or legal process. Any destruction will be certified by an officer of XPLORE, and all retained information shall remain subject to the terms and conditions of this Agreement.\n(b) Upon the request of XPLORE, COMPANY will return or destroy (at COMPANY\u2019s option) all XPLORE Information and any notes, correspondence, analyses, documents or other records containing XPLORE Information, including all copies thereof, then in the possession of COMPANY or its Representatives. Such return, however, does not abrogate the continuing obligations of COMPANY under this Agreement. Notwithstanding the foregoing, one copy of the XPLORE Information and the notes, correspondence, analyses, documents or other records containing XPLORE Information may be retained by COMPANY\u2019s in-house or external attorneys to prevent possible future misunderstandings regarding the scope of the disclosure and COMPANY will not be required to destroy electronic back-up versions of the XPLORE Information to the extent such destruction is not reasonably practical; provided that any XPLORE Information retained on routine computer system back-up tapes, disks or other back-up storage devices shall not be used, disclosed or otherwise recovered from such back-up devices unless required for regulatory purposes or legal process. Any destruction will be certified by an officer of COMPANY, and all retained information shall remain subject to the terms and conditions of this Agreement.\n13. The obligation of each of COMPANY and XPLORE to comply with the provisions contained herein shall continue for a period of four(4) years commencing upon the date hereof.\n14. The Parties understand and agree that no failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Each Party understands and agrees that if it or any of its Representatives breaches or threatens to breach any of the provisions of this Agreement (i) money damages would be an insufficient remedy, (ii) that the other Party would be irreparably damaged and (iii) that without prejudice to the rights and remedies otherwise available to the other Party, the other Party is entitled to seek equitable relief by way of injunction, specific performance or otherwise.\n15. This Agreement will be governed by and construed in accordance with the law of the State of Delaware, without regard to its conflict of laws. The Parties irrevocably submit to the exclusive jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in the State of Delaware over any dispute, claim or matter arising out of or relating to the Agreement. Each Party hereby irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts (and the courts hearing appeals from such courts). The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum in connection therewith. Each Party hereto waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or other proceeding arising out of this Agreement.\n16. Any assignment of this Agreement by any Party without the other Party\u2019s prior written consent is void. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, the remaining provisions of this Agreement will remain in full force and effect to the fullest extent permitted by applicable law. This Agreement contains the entire agreement between the parties hereto concerning the subject matter herein. No modification of this Agreement or waiver of the terms and conditions hereof will be binding upon any Party hereto unless agreed in writing by the other Party. Each Party acknowledges that it is aware that the other Party is a publicly traded company subject to laws concerning trading by any Person who has material, non-public information about a public company that prohibit such Person from purchasing or selling securities of such a company or from communicating such information to any other Person. This Agreement may be executed in counterparts, each of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart by facsimile or email shall be effective to the fullest extent permitted by applicable law.\n[Signature Page Follows]\nIN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its duly authorized officer as of the date first written above.\nZEBRA TECHNOLOGIES CORPORATION XPLORE TECHNOLOGIES CORP.\nBy: /s/ Michael Cho By: /s/ Tom Wilkinson\nName: Michael Cho Name: Tom Wilkinson\nTitle: Sr. Vice President, Corp. Devel. 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OCERA and COMPANY desire to discuss and explore a possible transaction pursuant to Ocera\u2019s OCR-002 (the \u201cPurpose\u201d).\nB. In order to enable OCERA and COMPANY to discuss and explore the Purpose, each party hereto has agreed to disclose to the other party certain information which the parties deem to be of a confidential, proprietary and/or trade secret nature.\nC. Each party hereto is willing to disclose such confidential, proprietary and trade secret information to the other party solely in order to enable it to discuss and explore the Purpose and for no other purpose, and each party hereto agrees that it shall maintain the confidentiality of the information of the other party in accordance with the terms and conditions of this Agreement.\nNOW, THEREFORE, in consideration of the foregoing, OCERA and COMPANY agree as follows:\n1. Preservation of Confidentiality. OCERA and COMPANY each agrees that it shall regard, maintain and preserve the secrecy and confidentiality of any and all information and data, whether in oral or written form, including but not limited to, clinical study synopses, clinical study plans, costs, products, processes, methods, concepts, ideas, programs, formulae, apparati, chemicals, organisms, molecules, prototypes, techniques, know-how, marketing plans, business plans, data, strategies, forecasts, customer or supplier lists or technical requirements of customers, or other trade secrets (collectively referred to herein as the \u201cProprietary Information\u201d) of the other party which may be disclosed to or obtained by it pursuant to this Agreement. Each party hereto shall take reasonable and necessary measures to preserve the secrecy and confidentiality and avoid the unauthorized use or disclosure of the other party\u2019s Proprietary Information, including, without limitation, taking such measures of protection as it takes to protect its own confidential, proprietary or trade secret information. Each party hereto shall limit access to the other party\u2019s Proprietary Information to those of its employees, agents, advisors, and consultants, who have a reasonable need for access to such information in connection with the discussion and exploration of the Purpose and who shall be subject to the non-disclosure covenants contained herein.\n2. Covenant Not to Use or Disclose. OCERA and COMPANY each agrees that it will not, at any time, without the prior written consent of the other party, use or disclose the other party\u2019s Proprietary Information for any reason or in any manner whatsoever except as may be necessary for the discussion and exploration of the Purpose.\n3. Covenant Not to Reproduce. Except as may be necessary for the discussion and exploration of the Purpose, OCERA and COMPANY each agrees that it will make no copies, photocopies, facsimiles, or other reproductions of any documents, drawings, electronic data or the like containing the other party\u2019s Proprietary Information. Upon conclusion or termination of the discussions between the parties regarding the Purpose, or forthwith upon the request of the other party, OCERA and COMPANY shall promptly destroy or return to the other party all such documents, drawings, electronic data or reproductions thereof which may have come into its possession. Notwithstanding the foregoing, OCERA and COMPANY may each retain one (1) copy of such information in their confidential files solely for record keeping purposes to ensure compliance with this Agreement, with such copy remaining subject to the confidentiality obligations of this Agreement.\n4. Proprietary Rights. OCERA and COMPANY each acknowledges that all property rights in the other party\u2019s Proprietary Information are owned by the other party, and that none of such rights are owned by the party to which such Proprietary Information is disclosed. Each of the parties hereto further acknowledges that the other party has not granted and does not grant in this Agreement any license to the other party under any patent, copyright, trade secret or other proprietary right to use or reproduce any Proprietary Information of such party other than for the conduct of the Purpose.\n5. Exceptions. The obligations undertaken by OCERA and COMPANY hereunder shall not apply to any portion of the Proprietary Information disclosed hereunder which:\na. was known to the non-disclosing party prior to the disclosure of such Proprietary Information by the disclosing party;\nb. is independently developed by the receiving party without the use of, access to, or reference to the disclosing party\u2019s Proprietary Information;\nc. is, or shall become, other than by a breach of this Agreement by the non-disclosing party, generally available to the public;\nd. shall, by lawful means, be made available to the non-disclosing party by a third party having a right to disclose it, other than a third party introduced to the non-disclosing party by the disclosing party in connection with the Purpose; or\ne. is required by law or made pursuant to an order from a court or government agency.\nIn claiming the benefit of any of the exceptions set forth in this Paragraph 5, the non-disclosing party shall have the burden of establishing that any such portion of the Proprietary Information is subject to such exception.\n6. Term. This Agreement shall remain in full force and effect for a period of five (5) years from the date hereof or until such time as all of the Proprietary Information becomes subject to any of the exceptions set forth in Paragraph 5 hereof.\n7. Publicity. OCERA and COMPANY hereby agree not to disclose their participation in the discussion and exploration of the Purpose, the existence, terms or conditions of this Agreement, or the fact that the discussions are being held between the parties.\n8. Equitable Relief. OCERA and COMPANY acknowledge that any such breach of this Agreement could cause the other party irreparable harm. Accordingly, each party agrees that in the event of any breach or threatened breach of this Agreement, in addition to other remedies at law or in equity it may have, the party alleging a breach or threatened breach shall be entitled, without the requirement of posting a bond or other securities, to seek equitable relief, including injunctive relief and specific performance.\n9. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision hereof.\n10. Successors and Assigns. Neither party may assign this Agreement, or the rights and obligations hereunder, without the prior written consent of the other party; provided, that a party may assign this Agreement without such consent to an affiliate of such party and/or in connection with the transfer or sale of all or substantially all of the business of the assigning party to which this Agreement relates, whether by merger, sale of stock, sale of assets or otherwise. No assignment shall relieve either party of the performance of any accrued obligation that such party may then have under this Agreement. This Agreement shall inure to the benefit of and be binding upon each party signatory hereto, its successors and permitted assigns, subsidiaries and affiliates.\n11. Governing Law. This Agreement shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of New York, without regard to its conflict of laws provisions within.\n12. Entire Agreement. This Agreement constitutes the entire agreement of the parties concerning the matters discussed herein and supersedes and replaces all prior agreements, understandings, writings and discussions between the parties, with respect to the subject matter of this Agreement. This Agreement may be amended only by a written instrument executed by authorized representatives of the parties. This Agreement shall not create any obligation for either party to enter into any agreement or relationship with the other. Either party may end discussions of a possible relationship at any time and for any or no reason and each party reserves the right to disclose its own confidential information to any third party at any time. This Agreement may be executed in one or more counterpart copies, each of which shall be deemed an original and all of which shall together be deemed to constitute one Agreement.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.\nOCERA THERAPEUTICS, INC. MALLINCKRODT LLC\n/s/ Linda Grais /s/ Joshua Schafer\nSignature Signature\nLinda Grais Joshua Schafer\nPrinted Name Printed Name\nCEO Vice President, BD&L\nTitle Title\n", "spans": [ [ 0, 31 ], [ 32, 498 ], [ 499, 617 ], [ 618, 861 ], [ 862, 1247 ], [ 1248, 1334 ], [ 1335, 1371 ], [ 1371, 2085 ], [ 2085, 2435 ], [ 2435, 2776 ], [ 2777, 2813 ], [ 2813, 3106 ], [ 3107, 3137 ], [ 3137, 3432 ], [ 3432, 3757 ], [ 3757, 4046 ], [ 4047, 4070 ], [ 4070, 4310 ], [ 4310, 4636 ], [ 4637, 4652 ], [ 4652, 4798 ], [ 4799, 4920 ], [ 4921, 5068 ], [ 5069, 5197 ], [ 5198, 5441 ], [ 5442, 5527 ], [ 5528, 5753 ], [ 5754, 5763 ], [ 5763, 5998 ], [ 5999, 6013 ], [ 6013, 6252 ], [ 6253, 6274 ], [ 6274, 6389 ], [ 6389, 6765 ], [ 6766, 6783 ], [ 6783, 6926 ], [ 6927, 6955 ], [ 6955, 7401 ], [ 7401, 7539 ], [ 7539, 7699 ], [ 7700, 7719 ], [ 7719, 7903 ], [ 7904, 7926 ], [ 7926, 8195 ], [ 8195, 8309 ], [ 8309, 8433 ], [ 8433, 8641 ], [ 8641, 8819 ], [ 8820, 8931 ], [ 8932, 8957 ], [ 8957, 8973 ], [ 8974, 9008 ], [ 9009, 9028 ], [ 9029, 9055 ], [ 9056, 9081 ], [ 9082, 9086 ], [ 9086, 9106 ], [ 9107, 9118 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 14 ] }, "nda-15": { "choice": "Entailment", "spans": [ 17, 18 ] }, "nda-10": { "choice": "Entailment", "spans": [ 30 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 3, 4, 7 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 28 ] }, "nda-12": { "choice": "Entailment", "spans": [ 20, 22 ] }, "nda-20": { "choice": "Entailment", "spans": [ 15 ] }, "nda-3": { "choice": "Entailment", "spans": [ 7 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 9 ] }, "nda-17": { "choice": "Entailment", "spans": [ 13 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 20, 24 ] }, "nda-5": { "choice": "Entailment", "spans": [ 9 ] }, "nda-4": { "choice": "Entailment", "spans": [ 4, 11 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001274644/000119312517338759/d485523dex99d2.htm" }, { "id": 577, "file_name": "1277090_0001104659-05-057084_a05-20673_1ex10.htm", "text": "Exhibit 10\nCONFIDENTIAL\nKenneth Hao\nManaging Director\nSilver Lake Management Company, L.L.C.\n2725 Sand Hill Road, Suite 150\nMenlo Park, CA 94025\nDear Mr. Hao:\nNON-DISCLOSURE AGREEMENT\nIn connection with your consideration of possible transaction with SERENA Software, Inc. (the \u201cCompany\u201d), you have requested financial and other information concerning the business and affairs of the Company. As a condition to the Company\u2019s furnishing to you and your representatives financial and other information which has not theretofore been made available to the public, you and your representatives agree to treat all such non-public information furnished to you and your representatives in writing or orally by the Company or its representatives on and after the date of this agreement (herein collectively referred to as the \u201cConfidential Evaluation Material\u201d), as follows:\n(1) You and your representatives recognize and acknowledge the competitive value and confidential nature of the Confidential Evaluation Material and the damage that could result to the Company if information contained therein is disclosed to any third party. You and your representatives also recognize and acknowledge that the Confidential Evaluation Material is being provided to you and your representatives in reliance upon your and their acceptance of the terms of this agreement.\n(2) You and your representatives agree that the Confidential Evaluation Material will be used solely for the purpose of evaluating the proposed transaction. You also agree that you and your officers, employees, financing sources, consultants, Affiliates, agents and advisors, herein collectively referred to as \u201cyour representatives,\u201d will not disclose or permit the disclosure of any of the Confidential Evaluation Material now or hereafter received or obtained from the Company or its representatives to any third party or otherwise use or permit the use of the Confidential Evaluation Material in any way detrimental to the Company, except as required by court order or legal process, without the prior written consent of the Company, provided, however, that any such information may be disclosed to such of your representatives who need to know such information for the purpose of evaluating the proposed transaction and who are advised of this agreement and agree to keep such information confidential and to be bound by this agreement to the same extent as if they were parties hereto, it being understood that you shall be responsible for any breach of this agreement by your representatives; provided, however, that you shall not be responsible for any failure to comply with the terms of this agreement by any of your representatives that (i) is not one of your officers, employees or Affiliates and (ii) has signed an undertaking in favor of the Company and you to the effect of Annex A hereto.\n(3) In the event you or your representatives receive a request to disclose Confidential Evaluation Material pursuant to any court order or legal process, you or your representatives will give the Company prompt written notice thereof so that the Company may seek an appropriate protective order. You and your representatives agree to cooperate (at the Company\u2019s expense) as reasonably requested by the Company in its efforts to maintain the confidentiality of such Confidential Evaluation Material. If you or your representatives are ultimately required to disclose such Confidential Evaluation Material, you or your representatives shall disclose only so much thereof as necessary to comply with such court order or legal process.\n(4) Except as may be required by court order or legal process, neither party hereto nor any of its representatives will disclose to any other person or entity: (a) the fact that information regarding the Company is being or has been furnished to you; (b) the fact that discussions or negotiations regarding any transaction are or have been taking place between representatives of you and the Company, or any information regarding the status or terms of any such discussions or negotiations between the Company and you or the identity of the parties thereto; (c) the fact that the Company is or has been\nconsidering the possibility of entering into a transaction with you of the nature discussed by you and the Company. In addition, neither you nor your representatives will disclose to any other person or entity that the Company has been considering the possibility of entering into a transaction of the nature discussed by you and the Company, with any third party. Either party hereto shall be permitted to disclose any fact or information covered by this paragraph 4 to the same extent, and under the same conditions, as you are permitted to disclose Confidential Evaluation Material pursuant to paragraphs 2 and 3 hereof. Nothing in this paragraph (4) shall be construed to prevent or limit the Company\u2019s or its representatives\u2019 right to disclose, discuss, negotiate or enter into a transaction of the nature discussed by you and the Company with any other person or entity or provide information regarding the Company to any other person or entity.\n(5) In the event that the transaction contemplated by this agreement is not consummated, neither you nor any of your representatives shall, without prior written consent of the Company, use any of the Confidential Evaluation Material now or hereafter received or obtained from the Company or its representatives for any purposes other than your evaluation of such transaction.\n(6) At any time upon the Company\u2019s request, all Confidential Evaluation Material (and all copies, summaries, and notes of the contents or parts thereof) shall be returned or, if you so choose, destroyed and not retained by you or your representatives in any form or for any reason and written certification to that effect will be sent by you to the Company within 30 days of such request; provided, however, that you and your representatives shall not be obligated to return or destroy the Confidential Evaluation Material if, and to the extent, otherwise required by any applicable law, regulation, policy or procedures relating to the retention, back-up storage or automatic archiving of files and data. Any Confidential Evaluation Material that is retained by you or your representatives for the sole purpose of compliance with such law, regulation, policy or procedures shall not be used for any purpose other than to evidence compliance therewith and such retained material and information shall continue to be subject to the confidentiality obligations set forth in this letter agreement, which obligations shall survive any termination hereof. All the Confidential Evaluation Material will be and remains the property of the Company.\n(7) The following information provided by the Company shall not be deemed Confidential Evaluation Material: (A) any information that is or becomes generally available to the public other than as a result of an improper disclosure by you or your representatives; (B) any information which becomes legally available to you from a source other than the Company that is not, to your knowledge after reasonable inquiry, bound by a confidentiality obligation to the Company; (C) any information that is already in your possession as of the date hereof or (D) any information that is independently developed by you without use of or reference to the Confidential Evaluation Material.\n(8) Neither this letter agreement nor any action taken in connection with this letter agreement will give rise to any obligation on the part of either you or the Company (a) to engage in any discussions or negotiations with the other party or with any of the other party\u2019s representatives, or (b) to pursue or enter into any transaction of any nature with the other party. The parties acknowledge and agree that neither shall have any legally binding commitment for a transaction unless set forth in a separate written agreement that is executed and delivered by both of them.\n(9) Nothing contained in this letter agreement nor the conveying of Confidential Evaluation Material hereunder shall be construed as granting or conferring any rights by license or otherwise in any trademark, patent, copyright, trade secret, technological information or other information, or other intellectual property.\n(10) You agree that for a period of one year from the date of this letter agreement, neither you nor your representatives will, without the prior written consent of the Company, directly or indirectly: (A) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any securities or direct or indirect rights to acquire any securities of the Company or any subsidiary thereof, or of any successor to or person in control of the Company, or any assets of the Company or any division thereof or of any such successor or controlling person; provided, however, that nothing herein shall prohibit the purchase of securities in the ordinary course of any of your representatives\u2019 business that does not in any event result in aggregate ownership by such representative of more than 2% of the outstanding amount of any class of securities of the Company; (B) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the rules of the Securities and Exchange Commission) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person or entity with respect to the voting of any voting securities of the Company or any subsidiary thereof; (C) make any public announcement with respect to, or submit a proposal for or offer of (with or without conditions), any merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof or any of their securities or assets; or (D) enter into any discussions, negotiations, arrangements or\nunderstandings with any third party with respect to any of the foregoing, or otherwise form, join or in any way engage in discussions relating to the formation of, or participate in, a \u201cgroup\u201d within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, in connection with any of the foregoing.\n(11) The provisions of this agreement relating to confidentiality shall terminate two years from the date hereof. The invalidity or enforceability of any provision of this agreement shall not affect the validity or enforceability of any other provision.\n(12) This agreement shall be governed by the laws of the State of California applicable to agreements made and to be performed within.\n(13) \u201cYou\u201d used alone shall mean Silver Lake Management Company, L.L.C. and its officers, employees and Affiliates.\n(14) An \u201cAffiliate\u201d of, or person \u201caffiliated\u201d with, a specified person shall mean a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified and has received the Confidential Evaluation Material from such specified person.\nPlease confirm your agreement with the foregoing by signing and returning to the undersigned a copy of this letter.\nSERENA Software, Inc.\nBy /S/ MARK WOODWARD\nName: Mark Woodward\nTitle: CEO\nAccepted and Agreed as of the date first written above:\nSilver Lake Management Company, L.L.C.\nBy /S/ KENNETH HAO\nName: Kenneth Hao\nTitle: Managing Director\n", "spans": [ [ 0, 10 ], [ 11, 23 ], [ 24, 35 ], [ 36, 53 ], [ 54, 92 ], [ 93, 98 ], [ 98, 123 ], [ 124, 144 ], [ 145, 158 ], [ 159, 183 ], [ 184, 393 ], [ 393, 866 ], [ 867, 1126 ], [ 1126, 1352 ], [ 1353, 1510 ], [ 1510, 2701 ], [ 2701, 2762 ], [ 2762, 2857 ], [ 2858, 3154 ], [ 3154, 3357 ], [ 3357, 3589 ], [ 3590, 3750 ], [ 3750, 3841 ], [ 3841, 4148 ], [ 4148, 4192 ], [ 4193, 4309 ], [ 4309, 4558 ], [ 4558, 4817 ], [ 4817, 4843 ], [ 4843, 5144 ], [ 5145, 5521 ], [ 5522, 6228 ], [ 6228, 6673 ], [ 6673, 6762 ], [ 6763, 6871 ], [ 6871, 7025 ], [ 7025, 7232 ], [ 7232, 7312 ], [ 7312, 7439 ], [ 7440, 7610 ], [ 7610, 7733 ], [ 7733, 7813 ], [ 7813, 8016 ], [ 8017, 8338 ], [ 8339, 8541 ], [ 8541, 9226 ], [ 9226, 9702 ], [ 9702, 10010 ], [ 10010, 10071 ], [ 10072, 10396 ], [ 10397, 10511 ], [ 10511, 10650 ], [ 10651, 10785 ], [ 10786, 10901 ], [ 10902, 11224 ], [ 11225, 11340 ], [ 11341, 11362 ], [ 11363, 11383 ], [ 11384, 11403 ], [ 11404, 11414 ], [ 11415, 11470 ], [ 11471, 11509 ], [ 11510, 11528 ], [ 11529, 11546 ], [ 11547, 11571 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 33, 43 ] }, "nda-10": { "choice": "Entailment", "spans": [ 21, 22, 23, 24, 25 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 11 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 32 ] }, "nda-12": { "choice": "Entailment", "spans": [ 34, 38 ] }, "nda-20": { "choice": "Entailment", "spans": [ 31 ] }, "nda-3": { "choice": "Entailment", "spans": [ 11 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 15, 16, 17 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 18 ] }, "nda-13": { "choice": "Entailment", "spans": [ 34, 36 ] }, "nda-5": { "choice": "Entailment", "spans": [ 15 ] }, "nda-4": { "choice": "Entailment", "spans": [ 14, 30 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001277090/000110465905057084/a05-20673_1ex10.htm" }, { "id": 578, "file_name": "1277141_0001193125-15-184193_d923647dex99d2.htm", "text": "Exhibit (d)(2)\nNON-DISCLOSURE AGREEMENT\nThis AGREEMENT is effective as of January 12, 2015 (\u201cEffective Date\u201d) by and between Pitney Bowes Inc., a company having a place of business at 3001 Summer Street, Stamford, CT 06905 (together with its subsidiaries and other affiliates, \u201cPBI\u201d), and Borderfree, Inc., a company having a place of business at 292 Madison Avenue, 5th Floor, New York, NY 10017 (together with its subsidiaries and affiliates \u201cBorderfree\u201d).\nThe parties hereto agree as follows:\n1. PBI and Borderfree each have an interest in exploring a possible negotiated business transaction (the \u201cTransaction\u201d) relating to the potential acquisition of Borderfree (the \u201cBusiness\u201d). To explore the Transaction, it may be necessary for each party to disclose certain Confidential Information to the other party. \u201cConfidential Information\u201d shall mean any information disclosed or provided to one party (the \u201cReceiving Party\u201d) on or after the Effective Date by or on behalf of the other party (the \u201cDisclosing Party\u201d), which the Disclosing Party has not released publicly and which the Disclosing Party considers confidential and/or in which the Disclosing Party has a proprietary interest. Confidential Information includes, without limitation, information, know-how, specifications, materials, models, plans, discoveries, trade secrets (as such term is defined in the Uniform Trade Secrets Act in effect on the Effective Date), records, data, business, marketing, manufacturing and financial records, operations and strategies, invention plans, distribution channels, and technical and product information, customer data, product services, information of the Disclosing Party\u2019s subsidiaries and entities under its control and other communications concerning the Transaction and/or the Disclosing Party\u2019s business and operations, together with all portions of analyses, compilations, notes, studies and other documents prepared by or for the benefit of the Receiving Party which contain or otherwise reflect any of the foregoing. The term Confidential Information also includes, without limitation: (a) the identity (by name or identifiable description) of the parties hereto; (b) the fact that the parties hereto are considering a Transaction; and (c) all analyses, compilations, forecasts, summaries, studies or other materials prepared by the Receiving Party and its Representatives (as defined below) in connection with their review of, or the Receiving Party\u2019s interest in, the Transaction which, in whole or in part, contain or reflect or are based on any information referred to in this Section (\u201cAnalyses\u201d). All information not meeting the requirements of this Section shall be considered non-confidential.\n2. For a period of three (3) years from the date of initial disclosure, Confidential Information received by the Receiving Party from the Disclosing Party hereunder shall be: (a) held in confidence by the Receiving Party and not disclosed to any third party; and (b) used by the Receiving Party only for the purpose of evaluating and completing the Transaction. The Receiving Party may disclose Confidential Information on a need to know basis to its and its affiliates\u2019 officers, directors, employees, consultants and advisors (including, without limitation, financial advisors, investment banks, the agents and lenders under the Receiving Party\u2019s existing credit facilities, attorneys and accountants) (\u201cRepresentatives\u201d) who have a need to know such information for purposes of evaluation and completion of the Transaction; provided that such Representatives shall be bound by terms of confidentiality and non-use consistent with those set forth in this Agreement. Each party will direct its Representatives not to disclose to any other person either: (a) the fact that the Confidential Information exists or has been made available to the Receiving Party, (b) that the parties are considering the Transaction, or (c) that discussions or negotiations are taking place or have taken place between the parties concerning the Transaction or any of the terms, conditions or other facts relating to the Transaction with the Receiving Party or such discussions or negotiations, including the status thereof or the subject matter of this Agreement (the matters described in the foregoing clauses (a)-(c) being referred to herein as \u201cTransaction Information\u201d). Each party agrees to be responsible for any breaches of any of the provisions of this Agreement by any of its Representatives (it being understood that such responsibility shall be in addition to and not by way of limitation of any right or remedy a party may have against the other party\u2019s Representatives with respect to such breach).\n3. The term Confidential Information does not include any information which: (a) is or becomes publicly available other than as a result of a disclosure by the Receiving Party or its Representatives in violation of this Agreement or other obligation of confidentiality, or (b) is or becomes available to the Receiving Party\non a non-confidential basis from a source (other than the Disclosing Party or its Representatives) who is not known by the Receiving Party to be prohibited from disclosing such information by a legal, contractual or fiduciary obligation, or (c) is already in the Receiving Party\u2019s or its Representatives\u2019 possession (other than information furnished by or on behalf of the Disclosing Party), or (d) is independently developed by a party or any of its Representatives without violating any of such party\u2019s obligations hereunder or without reference to the Confidential Information.\n4. Unless otherwise agreed to by PBI in writing, and without limiting any communications permitted by the last sentence of Section 12, (a) all communications regarding the Transaction, (b) requests for additional information, (c) requests for facility tours or management meetings, and (d) discussions or questions regarding procedures, timing and terms of the Transaction, will be submitted or directed exclusively to one or more members of the Pitney Bowes Corporate Development Department (the \u201cPBI Contacts\u201d). Contact information for the PBI Contacts is included in Exhibit A to this Agreement. Unless otherwise agreed to by Borderfree in writing, and without limiting any communications permitted by the last sentence of Section 12, (a) all communications regarding the Transaction, (b) requests for additional information, (c) requests for facility tours or management meetings, and (d) discussions or questions regarding procedures, timing and terms of the Transaction, will be submitted or directed exclusively to any of the contacts at Borderfree included in Exhibit A to this Agreement (the \u201cBorderfree Contacts\u201d).\n5. Notwithstanding anything to the contrary provided in this Agreement other than, and subject to, Section 12 of this Agreement, in the event the Receiving Party or any of its Representatives receives a request pursuant to or is required by law, rule, regulation, deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process or pursuant to a formal request from a regulatory examiner (any such requested or required disclosure, an \u201cExternal Demand\u201d) to disclose all or any part of the Disclosing Party\u2019s Confidential Information or Transaction Information, the Receiving Party or its Representatives, as the case may be, agree to (to the extent practicable and legally permissible) (a) promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such External Demand, (b) consult with the Disclosing Party on the advisability of taking legally available steps to resist or narrow such request or disclosure, and (c) assist the Disclosing Party, at the Disclosing Party\u2019s expense, in seeking a protective order or other appropriate remedy to the extent available under the circumstances. In the event that such protective order or other remedy is not obtained, unless the Disclosing Party waives compliance with the provisions hereof, the Receiving Party or its Representatives, as the case may be, may disclose only that portion of the Confidential Information or Transaction Information which it or its Representatives are advised by counsel is legally required to be disclosed and to only those persons to whom the Receiving Party or its Representatives are advised by counsel are legally required to receive such information, and the Receiving Party and its Representatives shall, at the Disclosing Party\u2019s expense, exercise commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information or Transaction Information. For the avoidance of doubt, in no event shall PBI be permitted to make any disclosure of Confidential Information in response to any External Demand that arises from an action taken by PBI in violation of Section 12 of this Agreement.\n6. Confidential Information shall remain the property of the Disclosing Party at all times. If the Receiving Party determines not to proceed with the Transaction, the Receiving Party will promptly inform the Disclosing Party of that decision and, in that case, upon the request of the Disclosing Party or any of its Representatives, the Receiving Party will: (a) destroy all copies of the written Confidential Information in the Receiving Party\u2019s possession (other than any of your own Analyses), and (b) promptly destroy all the Disclosing Party\u2019s Analyses; provided however, that nothing in this Agreement shall require the destruction of investment memoranda prepared by the Receiving Party in the ordinary course of business and retained in accordance with the Receiving Party\u2019s general retention policies or computer backup tapes or copies of Confidential Information or Analyses created pursuant to automated archiving or backup procedures; and provided further that the Receiving Party\u2019s records department may retain one copy of such Confidential Information, subject to the terms of this Agreement, solely for compliance with legal or regulatory obligations or pursuant to its internal document retention policies. The Receiving Party will certify such destruction to the Disclosing Party, in writing signed by one of the Receiving Party\u2019s authorized Representatives. Notwithstanding the return or destruction of the Confidential Information, the Receiving Party and its Representatives will continue to be bound by its and their obligations under this Agreement.\n7. Nothing herein shall obligate either party to disclose to or receive from the other party any particular information. Neither party has an obligation under this Agreement to purchase any service or item from the other party. Neither party is obligated to compensate the other for the use of any information disclosed under this Agreement for the purpose of this Transaction, except as may be otherwise provided in a written agreement between the parties. Unless and until a Definitive Agreement (as defined below) concerning the Transaction has been executed, neither party nor its affiliates nor its or its affiliates\u2019 Representatives shall have any legal obligation to the other party of any kind whatsoever with respect to the Transaction, whether by virtue of this Agreement (except as expressly provided herein), any other written or oral expression with respect to the Transaction, or otherwise.\n8. Each party acknowledges that the other party may: (a) explore opportunities similar to the Transaction with other companies that may be competitors of the acknowledging party; or (b) be involved in activities which are competitive with or complementary to the acknowledging party\u2019s activities by internal development, acquisition, joint venture, and/or other means. Nothing agreed to herein shall prevent either party from such activities; provided, however, that any Confidential Information received under this Agreement may be used only for the purpose of this Transaction and in no event shall be provided to any of such companies.\n9. Disclosure of any information under this Agreement shall not be construed as, directly or by implication, (a) granting any license under any United States or foreign patent, patent application or copyright, or any other intellectual property rights, (b) creating any agency or partnership relationship between the parties, or (c) granting the right to use either party\u2019s name, trade names, trademarks, service marks, logos or designs for any purpose, without the other party\u2019s prior written permission.\n10. The Disclosing Party represents and warrants that it has the right to disclose the Confidential Information disclosed under this Agreement for the purpose of this Transaction. Neither party nor any of its respective Representatives nor its respective Representatives\u2019 respective officers, directors, employees, agents or controlling persons within the meaning of Section 20 of the Securities Exchange Act of 1934 (the \u201cExchange Act\u201d) makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information or any other information disclosed under this Agreement and each party agrees that none of the foregoing will have any liability under this Agreement to the Receiving Party with respect to the Confidential Information or for any errors therein or omissions therefrom. Each party further agrees that it is not entitled to rely on the accuracy or completeness of the Confidential Information and that it will be entitled to rely solely on such representations and warranties as may be included in a Definitive Agreement (as defined below), subject to such limitations and restrictions as may be contained therein. The term \u201cDefinitive Agreement\u201d means a written agreement with respect to the Transaction, when and as executed and delivered by all the parties thereto, binds the parties thereto to close the Transaction, subject only to such conditions to closing as may be negotiated between the parties, and does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or verbal acceptance of an offer or bid.\n11. Each party agrees that for a period of two (2) years from the date of this Agreement, neither it nor any of its Representatives will, directly or indirectly, solicit for employment or employ any individual serving as an officer of the Disclosing Party or any employee of the Disclosing Party or any of its subsidiaries, in each case with whom the Receiving Party has had substantial contact during its investigation of the Disclosing Party and its business, in each case without obtaining the prior written consent of the Disclosing Party; provided that the Receiving Party may make general solicitations for employment not specifically directed at the Disclosing Party or any of its subsidiaries or their respective employees (including, without limitation, by a bona fide search firm) and solicit and employ (i) any person who responds to such general solicitations, and (ii) any person with whom the Receiving Party was discussing employment prior to the date of this Agreement or with whom the Receiving Party initiates discussions regarding employment after such person is no longer an employee of the Disclosing Party or its subsidiaries.\n12. Each party agrees that for a period of one (1) year from the date of this Agreement, unless invited or requested by the other party to do so, neither it nor any of its Representatives will: (a) propose (i) any merger, consolidation, business combination, tender or exchange offer, purchase of the Disclosing Party\u2019s assets or businesses, or similar transactions involving the Disclosing Party or (ii) any recapitalization, restructuring, liquidation or other extraordinary transaction with respect to the Disclosing Party; (b) (i) acquire beneficial ownership of any securities (including in derivative form) of the Disclosing Party (collectively, a transaction specified in (a)(i), (a) (ii) and (b)(i) involving a majority of the Disclosing Party outstanding capital stock or consolidated assets, is referred to as a \u201cBusiness Combination\u201d), (ii) propose or seek, whether alone or in concert with others, any \u201csolicitation\u201d (as such term is used in the rules of the Securities and Exchange Commission) of proxies or consents to vote any securities (including in derivative form) of the Disclosing Party, (iii) nominate any person as a director of the Disclosing Party, or (iv) propose any matter to be voted upon by the stockholders of the Disclosing Party; (c) directly or indirectly, form, join or in any way participate in a third party \u201cgroup\u201d (as such term is used in the rules of the Securities and Exchange Commission) (or discuss with any third party the potential formation of a group) with respect to any securities (including in derivative form) of the Disclosing Party or a Business Combination involving the Disclosing Party; (d) request the Disclosing Party (or any of its Representatives), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence); or (e) take any action that could reasonably be expected to require the Disclosing Party to make a public announcement regarding a potential Business Combination; provided, however, that the restrictions set forth in this paragraph shall terminate immediately upon the public announcement by the Disclosing Party that it has entered into a definitive agreement with a third party for a transaction involving a Business Combination. Notwithstanding the foregoing, a party may communicate to the board of directors of the other party or any member thereof confidential, non-public offers, proposals or inquiries relating to any potential transaction specified in the foregoing clauses (a)(i), (a)(ii) or (b)(i) with or involving the other party, in each case in a manner that would not require the other party to make a public disclosure thereof.\n13. Each party agrees that money damages would not be a sufficient remedy for any breach (or threatened breach) of this Agreement by the Receiving Party or its Representatives and that the Disclosing Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach (or threatened breach), without proof of damages, and each party further agrees to waive, and use its best efforts to cause its Representatives to waive any requirement for the securing or posting of any bond in connection with any such remedy. Such remedies shall not be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity.\n14. Notices given under this Agreement shall be in writing and delivered by first class, certified mail, by nationally-recognized overnight carrier service or by email (followed by overnight delivery by a nationally-recognized overnight carrier service) to each signatory at the addresses identified on page 1 of this Agreement unless changed by written notice. Unless changed by written notice, notices to Borderfree shall be sent to the address set forth above to: Attention Michael DeSimone, Chief Executive Officer, with a copy to Office of the General Counsel; and notices to PBI shall be sent to the address set forth above to: Attention: Jeff Brennan, Vice President, Corporate Development & Strategy with a copy to: Attention: Office of the General Counsel.\n15. The Disclosing Party does not intend to waive any of the attorney-client privilege, work product doctrine or other applicable privilege with respect to any of its Confidential Information or other materials. To the extent that any Confidential Information or other materials may inadvertently include such privileged information, upon the Disclosing Party\u2019s request the Receiving Party and its Representatives will immediately destroy or return any such Confidential Information and other materials.\n16. This Agreement supersedes all prior agreements, understandings, representations and statements, whether oral or written, between the parties relating to the subject matter of this Agreement. In the event that the terms or conditions of use or confidentiality or non-disclosure provision of any electronic data room established or maintained by either party or its Representatives conflicts with the terms of this Agreement, the terms of this Agreement shall govern. This Agreement contains the entire Agreement between the parties hereto concerning the subject matter hereof, and no provision of this Agreement may be waived, in whole or in part, nor any consent given, unless approved in writing by a duly authorized representative of the party providing such waiver or consent, which writing specifically refers to this Agreement and the provision for which such waiver or consent is given. In the event that any provision of this Agreement is deemed invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby.\n17. The terms of this Agreement may be changed, amended or modified, in whole or in part, only by subsequent written agreement duly executed by an authorized representative of each party. Neither party may assign this Agreement without the prior written consent of the other party. This Agreement shall be binding on, and shall inure to the benefit of and shall be enforceable by, the parties and their successors and permitted assigns. For the convenience of the parties, this Agreement may be executed by exchange of electronic signatures and in counterparts, each of which shall be deemed to be an original, and both of which taken together, shall constitute one Agreement binding on both parties.\n18. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts between residents of that State and executed in and to be performed entirely within that State. Each party hereto consents to personal jurisdiction in that State and voluntarily submits to the jurisdiction of the federal and state courts located in the Delaware in any action or proceeding with respect to this Agreement and each party irrevocably waives the right to assert the doctrine of forum non conveniens or a similar doctrine or to object to venue with respect to any action or proceeding brought in any such court. Each party agrees that it may be served with process at its address set forth on the first page hereof.\n19. Each party assures the other that it does not intend to, and will not, export or re-export any technical information received under this Agreement, including but not limited to Confidential Information, without compliance with all export control regulations applicable to the Disclosing Party.\n20. Each party acknowledges that it may receive material non-public information in connection with its evaluation of the Transaction and that it is aware (and will so advise any person, including its Representatives, to whom it provides Confidential Information) that the United States and other securities laws as may be applicable impose restrictions on trading in securities when in possession of such information and such laws prohibit the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information. The Disclosing Party acknowledges that it is not acting as an advisor to the Receiving Party and will not receive any amount that could be construed as a \u201cminimum fee\u201d within the meaning of United States Treas. Reg. Section 1.6011-4(b)(3) (or any successor thereto). In the event one party claims that the Transaction is a proprietary or exclusive transaction, then that party will confirm in writing to the other party that there is no limitation on disclosure of the United States federal tax treatment or tax structure of the Transaction.\n21. No failure or delay by a party to this Agreement in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other right or further exercise thereof or the exercise of any other right, power or privilege.\n22. This Agreement shall terminate three (3) years from the Effective Date, and upon termination, neither party shall thereafter have any obligation to the other party under this Agreement.\nIN WITNESS WHEREOF, the parties, by their duly authorized representatives, have executed this Agreement.\nPITNEY BOWES INC. BORDERFREE, INC.\nBy: /s/ Jeff Brennan (sign) By: /s/ Michael DeSimone (sign)\nName: Jeff Brennan Name: Michael DeSimone\nTitle: VP, Corporate Development & Strategy Title: Chief Executive Officer\n[Signature Page to Non-Disclosure Agreement]\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 39 ], [ 40, 458 ], [ 459, 495 ], [ 496, 686 ], [ 686, 814 ], [ 814, 1191 ], [ 1191, 2031 ], [ 2031, 2100 ], [ 2100, 2178 ], [ 2178, 2250 ], [ 2250, 2617 ], [ 2617, 2715 ], [ 2716, 2891 ], [ 2891, 2979 ], [ 2979, 3078 ], [ 3078, 3684 ], [ 3684, 3771 ], [ 3771, 3876 ], [ 3876, 3933 ], [ 3933, 4308 ], [ 4308, 4372 ], [ 4372, 4708 ], [ 4709, 4786 ], [ 4786, 4982 ], [ 4982, 5032 ], [ 5033, 5274 ], [ 5274, 5428 ], [ 5428, 5613 ], [ 5614, 5749 ], [ 5749, 5799 ], [ 5799, 5840 ], [ 5840, 5900 ], [ 5900, 6128 ], [ 6128, 6213 ], [ 6213, 6352 ], [ 6352, 6402 ], [ 6402, 6443 ], [ 6443, 6503 ], [ 6503, 6738 ], [ 6739, 7466 ], [ 7466, 7583 ], [ 7583, 7727 ], [ 7727, 7902 ], [ 7902, 8698 ], [ 8698, 8932 ], [ 8933, 9025 ], [ 9025, 9292 ], [ 9292, 9434 ], [ 9434, 10157 ], [ 10157, 10310 ], [ 10310, 10505 ], [ 10506, 10627 ], [ 10627, 10734 ], [ 10734, 10964 ], [ 10964, 11129 ], [ 11129, 11410 ], [ 11411, 11464 ], [ 11464, 11593 ], [ 11593, 11780 ], [ 11780, 12049 ], [ 12050, 12159 ], [ 12159, 12303 ], [ 12303, 12379 ], [ 12379, 12555 ], [ 12556, 12736 ], [ 12736, 13387 ], [ 13387, 13731 ], [ 13731, 14188 ], [ 14189, 15003 ], [ 15003, 15066 ], [ 15066, 15337 ], [ 15338, 15510 ], [ 15510, 15532 ], [ 15532, 15544 ], [ 15544, 15738 ], [ 15738, 15865 ], [ 15865, 15869 ], [ 15869, 16017 ], [ 16017, 16025 ], [ 16025, 16029 ], [ 16029, 16038 ], [ 16038, 16185 ], [ 16185, 16447 ], [ 16447, 16515 ], [ 16515, 16601 ], [ 16601, 16982 ], [ 16982, 17152 ], [ 17152, 17581 ], [ 17581, 17832 ], [ 17832, 17840 ], [ 17840, 17851 ], [ 17851, 17993 ], [ 17994, 18446 ], [ 18446, 18563 ], [ 18563, 18721 ], [ 18722, 19084 ], [ 19084, 19487 ], [ 19488, 19700 ], [ 19700, 19991 ], [ 19992, 20187 ], [ 20187, 20462 ], [ 20462, 20889 ], [ 20889, 21124 ], [ 21125, 21313 ], [ 21313, 21407 ], [ 21407, 21562 ], [ 21562, 21825 ], [ 21826, 22052 ], [ 22052, 22480 ], [ 22480, 22583 ], [ 22584, 22881 ], [ 22882, 23518 ], [ 23518, 23729 ], [ 23729, 23785 ], [ 23785, 24059 ], [ 24060, 24369 ], [ 24370, 24559 ], [ 24560, 24664 ], [ 24665, 24683 ], [ 24683, 24699 ], [ 24700, 24759 ], [ 24760, 24801 ], [ 24802, 24876 ], [ 24877, 24921 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 48, 49, 50 ] }, "nda-15": { "choice": "Entailment", "spans": [ 47, 62, 63 ] }, "nda-10": { "choice": "Entailment", "spans": [ 9, 11, 18, 19, 20, 21, 22 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 8 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 52, 118 ] }, "nda-12": { "choice": "Entailment", "spans": [ 24, 29 ] }, "nda-20": { "choice": "Entailment", "spans": [ 48, 49, 50 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 70 ] }, "nda-7": { "choice": "Entailment", "spans": [ 17 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 41, 42 ] }, "nda-13": { "choice": "Entailment", "spans": [ 24, 26, 27 ] }, "nda-5": { "choice": "Entailment", "spans": [ 17 ] }, "nda-4": { "choice": "Entailment", "spans": [ 14, 16, 61 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001277141/000119312515184193/d923647dex99d2.htm" }, { "id": 579, "file_name": "1280058_0001193125-12-023311_d287213dex99d3.htm", "text": "Exhibit (d)(3)\nMUTUAL NONDISCLOSURE AGREEMENT\nThis Mutual Nondisclosure Agreement (this \u201cAgreement\u201d) by and between Convio, Inc., a Delaware corporation (\u201cConvio\u201d), and Blackbaud, a Delaware corporation (\u201cPotential Buyer\u201d and Convio and Potential Buyer, each a \u201cParty\u201d and collectively, the \u201cParties\u201d), is dated as of the latest date set forth on the signature page hereto.\n1. General. In connection with the consideration of a possible negotiated transaction (a \u201cPossible Transaction\u201d) between the Parties and/or their respective subsidiaries (each such Party being hereinafter referred to, collectively with its subsidiaries, as a \u201cCompany\u201d), each Company (in its capacity as a provider of information hereunder, a \u201cProvider\u201d) is prepared to make available to the other Company (in its capacity as a recipient of information hereunder, a \u201cRecipient\u201d) certain \u201cEvaluation Material\u201d (as defined in Section 2 below) in accordance with the provisions of this Agreement, and to take or abstain from taking certain other actions as hereinafter set forth.\n2. Definitions.\n(a) The term \u201cEvaluation Material\u201d means information concerning the Provider which has been or is furnished to the Recipient or its Representatives (as defined below) in connection with the Recipient\u2019s evaluation of a Possible Transaction, including its business, financial condition, operations, assets and liabilities, and includes all notes, analyses, compilations, studies, interpretations or other documents prepared by the Recipient or its Representatives which contain or are based upon, in whole or in part, the information furnished by the Provider hereunder. The term Evaluation Material does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives in breach of this Agreement, (ii) was within the Recipient\u2019s possession prior to its being furnished to the Recipient by or on behalf of the Provider, provided that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information, (iii) is or becomes available to the Recipient on a non-confidential basis from a source other than the Provider or its Representatives, provided that such source is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information or (iv) is or has been independently developed by an employee, agent or contractor of the Recipient without use or reference to any information furnished by Provider or its Representatives.\n(b) The term \u201cRepresentatives\u201d shall include the directors, officers, employees, agents, partners or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) of the Recipient or Provider, as applicable.\n(c) The term \u201cPerson\u201d includes the media and any corporation, partnership, group, individual or other entity.\n3. Use of Evaluation Material. Each Recipient shall, and it shall cause its Representatives to, use the Evaluation Material solely for the purpose of evaluating a Possible Transaction, keep the Evaluation Material confidential, and, subject to Section 5, will not, and\nwill cause its Representatives not to, disclose any of the Evaluation Material in any manner whatsoever; provided, however, that any of such information may be disclosed to the Recipient\u2019s Representatives who need to know such information for the sole purpose of helping the Recipient evaluate a Possible Transaction. Each Recipient agrees to be responsible for any breach of this Agreement by any of such Recipient\u2019s Representatives. This Agreement does not grant a Recipient or any of its Representatives any license to use the Provider\u2019s Evaluation Material except as provided herein.\n4. Non-Disclosure of Discussions. Subject to Section 5, Potential Buyer agrees that, without the prior written consent of Convio, Potential Buyer will not, and will cause its Representatives not to, disclose to any other Person (i) that Evaluation Material has been exchanged between the Companies, (ii) that discussions or negotiations are taking place between the Companies concerning a Possible Transaction, or (iii) any of the terms, conditions or other facts with respect thereto (including the status thereof). Potential Buyer acknowledges that Convio is free to disclose (i) that Evaluation Material has been exchanged between the Companies or (ii) that discussions or negotiations are taking place between the Companies concerning a Possible Transaction; provided that Convio does not, and causes its Representatives not to, disclose to any other Person the identity of Potential Buyer or any of the terms, conditions or other facts with respect to a Possible Transaction except to the extent permitted by Section 5 or as otherwise believed reasonably required or necessary to comply with the fiduciary duties or other obligations applicable to Convio and its directors, officers and employees or with other applicable law.\n5. Legally Required Disclosure. If a Recipient or its Representatives are requested or required (by oral questions, interrogatories, other requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 above, such Recipient shall provide the Provider with prompt written notice of any such request or requirement together with copies of the material proposed to be disclosed so that the Provider may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Provider, a Recipient or any of its Representatives is nonetheless legally compelled to disclose Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 or would otherwise be liable for contempt or suffer other censure or penalty, such Recipient or its Representatives may, without liability hereunder, disclose to such requiring Person only that portion of such Evaluation Material or any such facts which the Recipient or its Representatives is legally required to disclose, provided that the Recipient and/or its Representatives cooperate with the Provider to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such Evaluation Material or such facts by the Person receiving the material.\n6. Return or Destruction of Evaluation Material. If either Company decides that it does not wish to proceed with a Possible Transaction, it will promptly inform the other Company of that decision. In that case, or at any time upon the request of a Provider for any reason, a Recipient will, and will cause its Representatives to, within five business days after receipt of such notice or request, destroy or return all Evaluation Material in any way relating to the Provider or its products, services, employees or other assets or liabilities, and no copy or extract thereof (including electronic copies) shall be retained. The Recipient shall provide to the Provider a certificate of compliance with the previous sentence signed by an executive officer of the Recipient. Notwithstanding the return or destruction of the Evaluation Material, the Recipient and its Representatives will continue to be bound by such Recipient\u2019s obligations hereunder with respect to such Evaluation Material.\n7. No Solicitation/Employment. Neither Recipient will, within twelve (12) months from the date of this Agreement, directly or indirectly solicit the employment or consulting services of or employ or engage as a consultant any of the officers of Provider or any other employees or contractors of the Provider engaged in evaluating the Potential Transaction or information about whom has been provided to Recipient in connection with evaluating the Potential Transaction, so long as they are employed by the Provider and for six months after they cease to be employed by Provider. A Recipient is not prohibited from soliciting by means of a general advertisement not directed at (i) any particular individual or (ii) the employees of the Provider generally.\n8. Standstill. Each Company agrees that, for a period of fourteen (14) months after the date of this Agreement (the \u201cStandstill Period\u201d), unless specifically invited in writing by the other Company, neither it nor any of its affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended (the \u201c1934 Act\u201d)) or Representatives (acting in any capacity other than as an advisor in any of the following cases) will in any manner, directly or indirectly:\n(a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in:\n(i) any acquisition of any securities (or beneficial ownership thereof) or assets of the other Company or any of its subsidiaries,\n(ii) any tender or exchange offer, merger or other business combination involving the other Company or any of its subsidiaries,\n(iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the other Company or any of its subsidiaries, or\n(iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the other Company;\n(b) form, join or in any way participate in a \u201cgroup\u201d (as defined under the 1934 Act) with respect to the securities of the other Company;\n(c) make any public announcement with respect to, or submit an unsolicited proposal for or offer of (with or without condition), any extraordinary transaction involving the other Company or its securities or assets;\n(d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the other Company;\n(e) take any action which might force the other Company to make a public announcement regarding any of the types of matters set forth in (a) above; or\n(f) enter into any discussions or arrangements with any third party with respect to any of the foregoing.\nEach Company also agrees during the Standstill Period not to request the other Company (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this Section 8 (including this sentence).\nNotwithstanding the foregoing, the restrictions set forth in this paragraph 8 shall terminate with respect to a Company (1) in the event of an Acquisition Transaction (as defined below) with respect to the other Company (the \u201cAcquired Company\u201d) or the commencement by a party other than the Company or its affiliates of a tender or exchange offer for an Acquisition Transaction with respect to the Acquired Company, and either (x) not rejected by the Acquired Company within ten (10) business days thereof or (y) accepted by the Acquired Company, or (2) if the Acquired Company shall have entered into a definitive agreement providing for an Acquisition Transaction. \u201cAcquisition Transaction\u201d means any direct or indirect acquisition or purchase (whether through the purchase of shares, merger, consolidation or otherwise) of (i) all or substantially all of the assets of a Company and its subsidiaries on a consolidated basis or (ii) 50% or more of the voting securities of, or equity interests in, a Company or any of its subsidiaries by any person or group other than such Company or its affiliates.\n9. Maintaining Privileges. If any Evaluation Material includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each Company understands and agrees that the Companies have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the Companies that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material provided by a Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine.\n10. Compliance with Securities Laws. Each Recipient agrees that it and its Representatives will not to use any Evaluation Material of the Provider in violation of applicable securities laws.\n11. Not a Transaction Agreement. Each Company understands and agrees that no contract or agreement providing for a Possible Transaction exists between the Companies unless and until a final definitive agreement for a Possible Transaction has been executed and delivered, and each Company hereby waives, in advance, any claims (including, without limitation, breach of contract) relating to the existence of a Possible Transaction unless and until both Companies\nshall have entered into a final definitive agreement for a Possible Transaction. Each Company also agrees that, unless and until a final definitive agreement regarding a Possible Transaction has been executed and delivered, neither Company will be under any legal obligation of any kind whatsoever with respect to such Possible Transaction by virtue of this Agreement except for the matters specifically agreed to herein. Neither Company is under any obligation to accept any proposal regarding a Possible Transaction and either Company may terminate discussions and negotiations with the other Company at any time. Potential Buyer further agrees that (i) Convio shall be free to conduct any process for any Possible Transaction as Convio in its sole discretion shall determine (including, without limitation, negotiating with any other interested parties and entering into a definitive agreement therewith without prior notice to the Potential Buyer or any other Person), (ii) any procedures relating to such process or Possible Transaction may be changed at any time without notice to the Potential Buyer or any other Person, and (iii) unless a final definitive agreement relating to a Possible Transaction is entered into, the Potential Buyer shall not, by virtue of this Agreement, have any claims whatsoever against the other Company, the Representatives of the other Company or any of their respective directors, officers, stockholders, owners, affiliates or agents arising out of or relating to any Possible Transaction except with respect to explicit obligations hereunder.\n12. No Representations or Warranties; No Obligation to Disclose. Each Recipient understands and acknowledges that neither the Provider nor its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material furnished by or on behalf of such Provider and shall have no liability to the Recipient, its Representatives or any other Person relating to or resulting from the use of the Evaluation Material furnished to such Recipient or its Representatives or any errors therein or omissions therefrom. As to the information delivered to the Recipient, each Provider will only be liable for those representations or warranties which are made in a final definitive agreement regarding a Possible Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein. Nothing in this Agreement shall be construed as obligating a Company to provide, or to continue to provide, any information to any Person.\n13. Modifications and Waiver. No provision of this Agreement can be waived or amended in favor of either Party except by written consent of the other Party, which consent shall specifically refer to such provision and explicitly make such waiver or amendment. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\n14. Remedies. Each Company understands and agrees that money damages would not be a sufficient remedy for any breach of this Agreement by either Company or any of its Representatives and that the Company against which such breach is committed shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach or threat thereof. Such remedies shall not be deemed to be the exclusive remedies for a breach by either Company of this Agreement, but shall be in addition to all other remedies available at law or equity to the Company against which such breach is committed.\n15. Legal Fees. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that either Company or its Representatives has breached this Agreement, then the Company which is, or the Company whose Representatives are, determined to have so breached shall be liable and pay to the other Company the reasonable legal fees and costs incurred by the other Company in connection with such litigation, including any appeal therefrom.\n16. Governing Law. This Agreement is for the benefit of each Company and shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within such state. Each Company also hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Delaware and of the federal courts of the United States of America located in State of Delaware for any actions, suits or proceedings arising out of or relating to this Agreement and any Possible Transaction. Each Company agrees not to commence any action, suit or proceeding relating thereto except in such courts, and further agrees that service of any process, summons, notice or document by U.S. registered mail to such Company\u2019s address set forth below shall be effective service of process for any action, suit or proceeding relating thereto brought against such Company in any such court. Each Company hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the Possible Transaction in any such court, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.\n17. Severability. If any term, provision, covenant or restriction contained in this Agreement is held by any court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants or restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and if a covenant or provision is determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the Companies intend and hereby request that the court or other authority making that determination shall only modify such extent, duration, scope or other provision to the extent necessary to make it enforceable and enforce them in their modified form for all purposes of this Agreement.\n18. Construction. The Companies have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Companies and no presumption or burden of proof shall arise favoring or disfavoring either Company by virtue of the authorship at any of the provisions of this Agreement.\n19. Term. This Agreement shall terminate five years after the date of this Agreement (except with respect to trade secrets for which the term shall be perpetual).\n20. Entire Agreement. This Agreement contains the entire agreement between the Companies regarding the subject matter hereof and supersedes all prior agreements, understandings, arrangements and discussions between the Companies regarding such subject matter.\n21. Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original but all of which together hall be deemed to constitute a single instrument.\n22. Information Providers. Each Recipient may only request Evaluation Material from the other Company\u2019s Chief Executive Officer, Chief Financial Officer or General Counsel, outside financial advisor or law firm (in each case only if advising the Company with respect to the Possible Transaction) or other individual or entity designated in writing by any such officer of the Company as an \u201cApproved Information Provider.\u201d A Recipient may not, and shall cause its Representatives not to, contact any other employee of the Provider.\nIN WITNESS WHEREOF, each of the undersigned entities has caused this Agreement to be signed by its duly authorized representative as of the date written below.\nCONVIO, INC. BLACKBAUD, INC.\nBy: /s/ Gene Austin By: /s/ Jon W. Olson\nName: Gene Austin Name: Jon W. Olson\nTitle: CEO Title: Vice President & General Counsel\nDate: November 7, 2011 Date: November 7, 2011\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 45 ], [ 46, 373 ], [ 374, 386 ], [ 386, 1050 ], [ 1051, 1066 ], [ 1067, 1636 ], [ 1636, 1700 ], [ 1700, 1860 ], [ 1860, 2200 ], [ 2200, 2537 ], [ 2537, 2723 ], [ 2724, 2979 ], [ 2980, 3089 ], [ 3090, 3121 ], [ 3121, 3358 ], [ 3359, 3374 ], [ 3374, 3677 ], [ 3677, 3794 ], [ 3794, 3946 ], [ 3947, 3981 ], [ 3981, 4175 ], [ 4175, 4246 ], [ 4246, 4361 ], [ 4361, 4464 ], [ 4464, 4525 ], [ 4525, 4598 ], [ 4598, 5178 ], [ 5179, 5211 ], [ 5211, 5867 ], [ 5867, 6743 ], [ 6744, 6793 ], [ 6793, 6941 ], [ 6941, 7368 ], [ 7368, 7516 ], [ 7516, 7733 ], [ 7734, 7765 ], [ 7765, 8313 ], [ 8313, 8411 ], [ 8411, 8444 ], [ 8444, 8489 ], [ 8490, 8505 ], [ 8505, 8965 ], [ 8966, 9204 ], [ 9205, 9335 ], [ 9336, 9463 ], [ 9464, 9631 ], [ 9632, 9818 ], [ 9819, 9957 ], [ 9958, 10173 ], [ 10174, 10326 ], [ 10327, 10464 ], [ 10464, 10477 ], [ 10478, 10583 ], [ 10584, 10822 ], [ 10823, 10943 ], [ 10943, 11250 ], [ 11250, 11332 ], [ 11332, 11373 ], [ 11373, 11490 ], [ 11490, 11649 ], [ 11649, 11753 ], [ 11753, 11925 ], [ 11926, 11953 ], [ 11953, 12637 ], [ 12637, 12921 ], [ 12922, 12959 ], [ 12959, 13112 ], [ 13113, 13146 ], [ 13146, 13574 ], [ 13575, 13656 ], [ 13656, 13997 ], [ 13997, 14191 ], [ 14191, 14227 ], [ 14227, 14548 ], [ 14548, 14707 ], [ 14707, 15156 ], [ 15157, 15222 ], [ 15222, 15727 ], [ 15727, 16036 ], [ 16036, 16174 ], [ 16175, 16205 ], [ 16205, 16435 ], [ 16435, 16720 ], [ 16721, 16735 ], [ 16735, 17101 ], [ 17101, 17342 ], [ 17343, 17359 ], [ 17359, 17812 ], [ 17813, 17832 ], [ 17832, 18052 ], [ 18052, 18397 ], [ 18397, 18784 ], [ 18784, 19209 ], [ 19210, 19228 ], [ 19228, 19992 ], [ 19993, 20011 ], [ 20011, 20102 ], [ 20102, 20399 ], [ 20400, 20410 ], [ 20410, 20562 ], [ 20563, 20585 ], [ 20585, 20822 ], [ 20823, 20841 ], [ 20841, 21004 ], [ 21005, 21032 ], [ 21032, 21427 ], [ 21427, 21535 ], [ 21536, 21695 ], [ 21696, 21709 ], [ 21709, 21724 ], [ 21725, 21765 ], [ 21766, 21802 ], [ 21803, 21853 ], [ 21854, 21899 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 33, 34 ] }, "nda-15": { "choice": "Entailment", "spans": [ 20 ] }, "nda-10": { "choice": "Entailment", "spans": [ 22, 23, 24, 25 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 36, 101 ] }, "nda-12": { "choice": "Entailment", "spans": [ 8, 12 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 33, 34 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 38, 48 ] }, "nda-7": { "choice": "Entailment", "spans": [ 13, 16, 17, 18 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 30 ] }, "nda-13": { "choice": "Entailment", "spans": [ 8, 11 ] }, "nda-5": { "choice": "Entailment", "spans": [ 13, 16, 17, 18 ] }, "nda-4": { "choice": "Entailment", "spans": [ 16 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001280058/000119312512023311/d287213dex99d3.htm" }, { "id": 580, "file_name": "1288379_0000950123-07-003101_y31044exv99wdw5.htm", "text": "Exhibit (d)(5)\nNON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\n THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (hereinafter the \u201cAgreement\u201d) is made and entered into as of the 16th day of July, 2002 (hereinafter \u201cEffective Date\u201d), by and between Shire US Inc. (hereinafter \u201cSHIRE\u201d), and New River Pharmaceuticals Inc. (formerly, Lotus Biochemical Corporation), a Virginia corporation with offices located at The Governor Tyler, 1902 Downey Street, Radford, Virginia 24141 (hereinafter \u201cNEW RIVER\u201d) (each individually hereinafter referred to as a \u201cParty\u201d and collectively referred to as \u201cParties\u201d).\nRecitals\n WHEREAS the Parties intend to engage in discussions and evaluations concerning one or more potential arrangements by which SHIRE and NEW RIVER may enter into a business relationship or may enter into one or more business transactions (hereinafter collectively referred to as the \u201cBusiness Purpose\u201d); and\n WHEREAS the Parties recognize that in the course of their discussions to further the Business Purpose, it may become necessary for either or both Parties to disclose Confidential Information (as defined below) both orally and/or in writing; and\n WHEREAS the Parties intend that any Confidential Information disclosed by either Party shall be used by the other Party only to further the Business Purpose and that any Confidential Information disclosed shall be protected from further disclosure to unauthorized parties by the terms of this Agreement.\n NOW, THEREFORE, in consideration of the discussions and the sharing of information between the Parties, and the premises, conditions, covenants and warranties herein contained, the Parties agree as follows:\n 1. Definitions. For purposes of this Agreement, the terms below shall have the following meanings:\n (a) \u201cConfidential Information\u201d shall mean:\n (i) with respect to NEW RIVER, information as defined generally in section l(a)(ii) following, as well as information, in any format, whether written, oral, visual, electronic, or otherwise, and whether commercial, technical, non-technical, or regulatory in nature, including, without limitation, data, know-how, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, samples, reports, pricing information, studies, findings, inventions, ideas, materials, documents, lists, financial information, investments, information concerning current or proposed products, services or methods of manufacture, operation and/or business plans, whether or not originated by NEW RIVER, which relates to NEW RIVER\u2019s proprietary polypeptide and polymer conjugate chemistry and NEW RIVER\u2019s platform technology CarrierwaveTM, and processes and analytical techniques associated with these products/technologies and their successors. Where any Confidential Information is derived from the synthesis in a unique manner, or into a unique concept, of various elements that may be contained in the public domain, no part of the Confidential Information shall be deemed to be in the public domain or to be in SHIRE\u2019s possession or to be thereafter acquired by SHIRE merely because it embraces information in the public domain or general information that SHIRE may thereafter acquire.\n (ii) with respect to either Party, information, in any format, whether written, oral, visual, electronic, or otherwise, including, without limitation, data, materials, documents, lists, financial information, investments, information concerning current or proposed products, services or methods of operation and/or business plans, whether or not originated by the Disclosing Party, which is used in Disclosing Party\u2019s business and is (a) proprietary to, about, or created by Disclosing Party; (b) gives Disclosing Party some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of Disclosing Party; (c) which from all the relevant circumstances should reasonably be assumed by Receiving Party to be confidential and proprietary to Disclosing Party or would appear to be of a proprietary nature and, therefore, should not be disclosed to a third party without the Disclosing Party\u2019s consent; including business, financial, customer, supplier, and technical data; or (d) not generally known by non-Disclosing Party personnel.\n (iii) any information which the Disclosing Party orally or visually discloses and identifies at the time of disclosure as being disclosed in confidence and which is reduced to tangible form and such tangible form is delivered to the receiving party within ten\n(10) days after the date of first disclosure. If such Information was provided orally, the notice given to the Receiving Party shall include a written description of such Information.\n (b) \u201cDisclosing Party\u201d shall mean the Party disclosing Confidential Information.\n (c) \u201cReceiving Party\u201d shall mean the Party receiving disclosure of the Confidential Information.\n 2. Applicability. This Agreement shall apply to all Confidential Information disclosed by one Party to the other Party. This Agreement shall apply to Confidential Information of the Parties\u2019 parent, subsidiary and affiliated companies, and the nondisclosure obligations set forth herein shall apply to the Parties\u2019 parent, subsidiary and related companies.\n 3. Non-Disclosure Obligation. Each Party agrees:\n (a) to hold the other Party\u2019s Confidential Information in strict confidence;\n (b) to exercise at least the same care in protecting the other Party\u2019s Confidential Information from disclosure as the Party uses with regard to its own Confidential Information;\n (c) not to disclose such Confidential Information to third parties; and\n (d) not to use any Confidential Information for any purpose except for the Business Purpose without the prior, written consent of the Disclosing Party.\n 4. Disclosure to Representatives. Each Party may disclose the other Party\u2019s Confidential Information to its directors, officers, members, managers, employees, legal advisors, and financial advisors (each bound by obligations of confidentiality consistent with this Agreement) who have bona fide need to know, but only to the extent necessary to carry out the Business Purpose. Each Party agrees to instruct all such representatives not to disclose such Confidential Information to third parties, including consultants, without the prior written permission of the Disclosing Party.\n 5. Non-Confidential Information. Confidential Information shall not include information which the Receiving Party is able to demonstrate by competent proof:\n (a) is now or hereafter becomes, through no act or omission on the part of the Receiving Party, generally known or available within the industry, or is now or later enters the public domain through no act or omission on the part of the Receiving Party;\n (b) was acquired or known by the Receiving Party before receiving such information from the Disclosing Party under this Agreement as shown by the Receiving Party\u2019s written records;\n (c) is hereafter rightfully furnished to the Receiving Party by a third party having a right to disclose it, without restriction as to use or disclosure;\n (d) is information which the Receiving Party can document was independently developed by the Receiving Party without reference to Confidential Information furnished by the Disclosing Party;\n (e) is required by a court or other governmental authority of competent jurisdiction to be disclosed by the Receiving Party, provided the Receiving Party uses reasonable efforts to give the Disclosing Party reasonable notice of such required disclosure; or\n (f) is disclosed with the prior, written consent of the Disclosing Party.\n 6. Removal of Confidential Materials. Each Party agrees not to remove any materials or tangible items containing any of the other party\u2019s Confidential Information from the premises of the Disclosing Party without the Disclosing Party\u2019s consent. Each Party agrees to comply with any and all terms and conditions that the Disclosing Party imposes upon approved removal of such materials or items, including, without limitation, that the removed materials or items must be returned by a certain date, and that no copies of the removed materials or items are to be made.\n 7. Return of Confidential Information. Upon the Disclosing Party\u2019s request, the Receiving Party will promptly return to the Disclosing Party all materials or tangible items containing the Disclosing Party\u2019s Confidential Information and all copies thereof.\n 8. Notification. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of the Disclosing Party\u2019s Confidential Information, or any breach of the Agreement by the Receiving Party, and will cooperate with the Disclosing Party in any reasonable fashion in order to assist the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.\n 9. No Grant of Rights. Each Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any rights to the Receiving Party, by license or otherwise, to use any of the Disclosing Party\u2019s Confidential Information except as specified in this Agreement.\n 10. Limitation As To Effect. Nothing contained in this Agreement shall be construed, by implication or otherwise, as an obligation to enter into any further agreement, and nothing contained in this Agreement shall be construed, by implication or otherwise, as a grant, option, or license under any patent, trade secret, copyright, trademark, or other proprietary rights of either party. In the event that the Confidential Information is or becomes the subject of a, or a plurality of, Patent Application(s), Laid-Open Patent Application(s), Patent(s) or Copyright, the Receiving Party agrees and understands that the Disclosing Party will have all rights and remedies available to it under the applicable law as a result of said Patent Application(s), Laid-Open Patent Application(s), Patent(s) or Copyright. In the event that the Confidential Information is or becomes the subject of a, or a plurality of, Patent Application(s), Laid-Open Patent Application(s), Patent(s) or Copyright, the Receiving Party shall not be in breach of this Agreement simply by acting in accordance with its terms and conditions.\n 11. Equitable and Legal Relief. Each Party acknowledges that all of the Disclosing Party\u2019s Confidential information is owned solely by the Disclosing Party (and/or its licensors) and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain and for which monetary damages would provide an insufficient remedy. Accordingly, each Party agrees that the Disclosing Party shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining actual or threatened breach of this Agreement and/or actual or threatened disclosure of the Confidential Information without the necessity of posting a bond or other security. Each Party shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.\n 12. Termination. This Agreement shall became effective upon the Effective Date and shall remain in effect for five (5) years from the Effective Date unless extended by the written consent of the Parties.\n 13. Notice. All notices under this Agreement shall be in writing and shall be deemed duly given if sent by fax copy as directed below and followed by hard copy, dispatched on the same day (a) by a nationally reputable delivery service, prepaid and addressed as set forth below, or (b) by certified or registered mail, return receipt requested, postage prepaid, and addressed as follows:\nIf to NEW RIVER:\nNew River Pharmaceuticals Inc.\nThe Governor Tyler\n1902 Downey Street\nRadford, VA 24141 USA\nAttention: Randal J. Kirk\nFax: (540) 633-7979\nWith a copy to:\nNew River Pharmaceuticals Inc.\nThe Governor Tyler\n1902 Downey Street\nRadford, VA 24141 USA\nAttention: Marcus E. Smith, Esq.\nFax No.: (540) 633-7971\nIf to SHIRE:\nShire US Inc.\n7900 Tanners Gate Drive\nFlorence, KY 41042 USA\nAttention: Jeff Martini\nFax: (859) 282-2103\nWith a copy to:\nShire US Inc.\n7900 Tanners Gate Drive\nFlorence, KY 41042 USA\nAttention: Kevin T. Anderson, Esq.\nFax: (859)282-1794\nAny party may change its address for notices by giving the other party notice of such change in the manner provided above.\n 14. Integration. This Agreement, subject to the terms and conditions imposed on the removal of Confidential Information under paragraph 6, sets forth the entire agreement between the Parties with respect to the subject matter hereof, and may not be modified or amended except by written agreement executed by the parties hereto.\n 15. Severability. If any provision of this Agreement is declared to be invalid, void or unenforceable, (a) the remaining provisions of this Agreement shall continue in full force and effect, and (b) the invalid or unenforceable provision shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision.\n 16. Governing Law; Attorneys\u2019 Fees. The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Virginia applicable to agreements made and to be fully performed therein (excluding conflicts of laws provisions thereof). Each party irrevocably submits to the jurisdiction of the United States District Court for the Western District of the Commonwealth of Virginia for the purpose of any suit, action, or other proceeding arising out of this Agreement, or any of the agreements or transactions contemplated hereby, which is brought by or against any party and (i) each party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in any such court, (ii) to the extent that any party has acquired, or hereafter may acquire, any immunity from jurisdiction of any such court or from any legal process therein, it hereby waives, to the fullest extent permitted by law, such immunity and (iii) agrees not to commence any action, suit or proceeding relating to this Agreement except in such court. Each party hereby waives, and agrees not to assert in any such suit, action or proceeding, in each case, to the fullest extent permitted by applicable law, any claim that (a) it is not personally subject to the jurisdiction of any such court, (b) it is immune from any legal process (whether through service or notice, attachment prior to judgment attachment in aid of execution, execution or otherwise) with respect to it or its property or (c) any such suit, action or proceeding is brought in an inconvenient forum. In any action to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys\u2019 fees and expenses.\n 17. Waiver. No waiver by either Party, whether express or implied, of any provision of this Agreement shall constitute a continuing waiver of such provision or a waiver of any other provision of this Agreement. No waiver by either Party, whether express or implied, of any breach or default by the other party, shall constitute a waiver of any other breach or default of the same or any other provision of this Agreement.\n 18. Binding Authority. Each Party represents and warrants that (a) it has the power and authority to enter into this Agreement, (b) it has the right to permit the other Party to evaluate Information in accordance herewith, and (c) the terms of this Agreement are not inconsistent with any other contractual or legal obligation it may have.\n 19. Multiple Counterparts. This Agreement may be executed in any number of counterparts, and the Parties may execute and exchange facsimile copies of this Agreement, all of which taken together shall constitute one agreement.\n IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized representatives on the date set forth above.\nNew River Pharmaceuticals Inc. Shire US Inc.\nBy: -s- Randal J. Kirk By: -s- Jeffrey W. Martini\n Randal J. Kirk Name: Jeffrey W. 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Consulting LLC, 28 State Street, 16th Floor, Boston, Massachusetts 02109 (\u201cL.E.K.\u201d), and New River Pharmaceuticals Inc., a Virginia corporation with offices located at The Governor Tyler, 1881 Grove Avenue, Radford, Virginia 24141 (\u201cNEW RIVER\u201d) (each individually hereinafter referred to as a \u201cParty\u201d and collectively referred to as \u201cParties\u201d).\nRecitals\n WHEREAS the Parties intend to engage in discussions and evaluations concerning one or more potential arrangements by which SHIRE and NEW RIVER may enter into a business relationship or may enter into one or more business transactions related to \u201cProject Night\u201d (hereinafter collectively referred to as the \u201cBusiness Purpose\u201d);\n WHEREAS SHIRE has engaged L.E.K. to assist SHIRE in its discussions and evaluations in connection with the Business Purpose;\n WHEREAS the Parties recognize that in the course of their discussions to further the Business Purpose, it may become necessary for either NEW RIVER or SHIRE or both Parties to disclose Confidential Information (as defined below) to a Receiving Party, whether orally, in writing, graphically, electronically or by visual inspection of the premises of the Disclosing Party, and\n WHEREAS the Parties intend that any Confidential Information disclosed by either NEW RIVER or SHIRE shall be used by any other Party only to further the Business Purpose and that any Confidential Information disclosed shall be protected from further disclosure to unauthorized parties by the terms of this Agreement.\n NOW, THEREFORE, in consideration of the discussions and the sharing of information between the Parties, and the premises, conditions, covenants and warranties herein contained, the Parties agree as follows:\n 1. Definitions. For purposes of this Agreement, the terms below shall have the following meanings:\n (a) \u201cConfidential Information\u201d shall mean commercial, corporate, scientific, regulatory and technical information, including, without limitation, data, materials, documents, agreements, lists, financial information, investments, information concerning current or proposed products, technologies, applications, service or methods of operation and/or business plans, customers, suppliers, and any copies or versions of the information disclosed, relating to NEW\nCONFIDENTIAL\nRIVER or SHIRE, that NEW RIVER or SHIRE, respectively, regards as its highly valuable trade secrets, confidential information, and proprietary property. Where any Confidential Information is derived from the synthesis in a unique manner, or into a unique concept, of various elements that may be contained in the public domain, no part of the Confidential Information shall be deemed to be in the public domain or to be in the Receiving Party\u2019s possession or to be thereafter acquired by the Receiving Party merely because it embraces information in the public domain or general information that the Receiving Party may thereafter acquire.\n (b) \u201cDisclosing Party\u201d shall mean the Party disclosing Confidential Information.\n (c) \u201cReceiving Party\u201d Shall mean the Party receiving disclosure of the Confidential Information.\n (d) It is specifically understood and agreed that Confidential Information shall include the existence of this Agreement and its terms and the fact that the Parties are discussing and evaluating the Business Purpose.\n 2. Applicability. This Agreement shall apply to all Confidential Information disclosed by the Disclosing Party to the Receiving Party, and Confidential Information shall include extracts, analyses, compilations, studies or other documents or records prepared by or for the Receiving Party or any of Receiving Party\u2019s Representatives (defined in Paragraph 4) to the extent that such extracts, analyses, compilations, studies, documents or records contain or otherwise reflect or are generated from the Disclosing Party\u2019s Confidential Information.\n 3. Non-Disclosure Obligation. Each Party agrees:\n (a) to hold the other Party\u2019s Confidential Information in strict confidence in accordance with this Agreement;\n (b) to exercise at least the same care in protecting the other Party\u2019s Confidential Information from disclosure as the Party uses with regard to its own Confidential Information (but in no event less than reasonable care);\n (c) not to disclose such Confidential Information to third parties (including, without limitation, any clients, affiliates, independent contractors and consultants) without the prior, written consent of the Disclosing Party except as expressly permitted under Paragraph 4; and\n (d) not to use any Confidential Information for any purpose except for the Business Purpose without the prior written consent of the Disclosing Party.\n 4. Disclosure to Representatives, Conduct of Activities, and Prohibited Activities.\n (a) Subject to the restrictions set forth below in this Section 4, each Party may disclose the other Party\u2019s Confidential Information to its directors, officers, employees, legal advisors, financial advisors and accountants, each bound by obligations of confidentiality consistent with this Agreement, who have a bona fide need to know (\u201cRepresentatives\u201d), but only to the extent necessary to carry out the Business Purpose. Each Party agrees to instruct all such Representatives (i) of the identities of the Party\u2019s other permitted Representatives, and (ii) not to disclose such Confidential Information to any third parties (including, without limitation, any clients, affiliates, subsidiaries, independent contractors, and consultants) other than the identified Representatives without the prior written permission of the Disclosing Party. The Receiving Party shall be responsible for the conduct and compliance of its Representatives under this Agreement.\n (b) SHIRE shall not disclose the existence of this Agreement or the related discussions except to its Representatives identified on Exhibit A hereto, the L.E.K. Representatives identified on Exhibit B hereto, or to the NEW RIVER Representatives identified on Exhibit C hereto.\n (c) L.E.K. shall not disclose the existence of this Agreement or the related discussions except to its Representatives identified on Exhibit B hereto, the SHIRE Representatives identified on Exhibit A hereto, or to the NEW RIVER Representatives identified on Exhibit C hereto.\n (d) NEW RIVER shall not disclose the existence of this Agreement or the related discussions except to its Representatives identified on Exhibit C hereto, the SHIRE Representatives identified on Exhibit A hereto, or to the L.E.K. Representatives identified on Exhibit B hereto.\n (e) In assisting SHIRE in discussions and evaluations in connection with the Business Purpose, L.E.K. may be communicating with NEW RIVER employees, consultants, or contractors not identified as NEW RIVER Representatives on Exhibit C hereto. In all such communications, L.E.K. shall not disclose the name of its client or otherwise permit any communication or disclosure that could result in such NEW RIVER employees, consultants, or contractors identifying SHIRE as having any involvement in the work being performed by L.E.K.\n 5. Non-Confidential Information. The confidentiality and non-use provisions of this Agreement shall not include information that the Receiving Party is able to demonstrate by competent proof:\n (a) is now or hereafter becomes, through no act or omission on the part of the Receiving Party, generally known or available within the industry without restriction as to its use or disclosure, or is now or later enters the public domain through no act or omission on the part of the Receiving Party;\n (b) was acquired or known by the Receiving Party before receiving such information from the Disclosing Party as shown by the Receiving Party\u2019s written records;\n (c) is hereafter rightfully furnished to the Receiving Party by a third party having a right to disclose it, without restriction as to use or disclosure;\n (d) is information that the Receiving Party can document was independently developed by or for the Receiving Party without reference to Confidential Information acquired from the Disclosing Party;\n (e) is required by a court or other governmental authority of competent jurisdiction to be disclosed by the Receiving Party, provided that (i) the Receiving Party shall have used reasonable efforts to give the Disclosing Party prompt notice of any required disclosure, and (ii) Receiving Party shall have informed the requesting authority of the confidential nature of the information and used reasonable efforts to obtain confidential treatment for the information required to be disclosed; or\n (f) is disclosed with the prior, written consent of the Disclosing Party specifically authorizing such disclosure by the Receiving Party.\n 6. Removal of Confidential Materials. Each Party agrees not to remove any materials or tangible items containing any of the other Party\u2019s Confidential Information from the premises of the Disclosing Party without the Disclosing Party\u2019s consent. Each Party agrees to comply with any and all terms and conditions that the Disclosing Party imposes upon approved removal of such materials or items, including, without limitation, that the removed materials or items must be returned by a certain date, and that no copies of the removed materials or items are to be made without the consent of the Disclosing Party.\n 7. Return of Confidential Information. Upon the Disclosing Party\u2019s request, the Receiving Party will promptly return to the Disclosing Party all materials or tangible items containing the Disclosing Party\u2019s Confidential Information and all copies thereof; provided, however, Receiving Party\u2019s legal department or outside legal counsel may maintain a single copy of Disclosing Party\u2019s Confidential Information for purposes of regulatory compliance and compliance with the terms and conditions of this Agreement.\n 8. Notification. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of the Disclosing Party\u2019s Confidential Information, or any breach of the Agreement by the Receiving Party or its Representative, and will cooperate with the Disclosing Party in any reasonable fashion in order to assist the Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.\n 9. No Grant of Rights. Each Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any rights to the Receiving Party, by license or otherwise, to use any of the Disclosing Party\u2019s Confidential Information except for the Business Purpose.\n 10. Limitation As To Effect. Nothing contained in this Agreement shall be construed, by implication or otherwise, as an obligation to enter into any further agreement, and nothing contained in this Agreement shall be construed, by implication or otherwise, as a grant, option, or license under any patent, trade secret, copyright, trademark, or other proprietary rights of either Party.\n 11. Equitable and Legal Relief. Each Party acknowledges that all of the Disclosing Party\u2019s Confidential Information is owned solely by the Disclosing Party (and/or its licensors) and that the unauthorized disclosure or use of such Confidential Information may cause irreparable harm and significant injury, the degree of which may be difficult to ascertain and for which monetary damages would provide an insufficient remedy. Accordingly, each Party agrees that the Disclosing Party shall have the right to seek an immediate injunction from any court of competent jurisdiction enjoining actual or threatened breach of this Agreement and/or actual or threatened disclosure of the Confidential Information without the necessity of posting a bond or other security. Each Party shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.\n 12. Term. This Agreement shall become effective upon the effective Date and shall remain in effect for five (5) years from the Effective Date unless extended by the written consent of the Parties.\n 13. Notice. All notices under this Agreement shall be in writing and shall be deemed duly given if sent by fax copy as directed below and followed by hard copy, dispatched on the same day (a) by a nationally reputable delivery service, prepaid and addressed as set forth below, or (b) by certified or registered mail, return receipt requested, postage prepaid, and addressed as follows.\nIf to NEW RIVER:\nNew River Pharmaceuticals Inc.\nThe Governor Tyler\n1881 Grove Ave\nRadford, VA 24141\nAttention: Legal Department\nFax No.: (540) 633-7939\nIf to SHIRE:\nShire Pharmaceuticals, Inc.\n725 Chesterbrook Boulevard\nWayne, PA 19087\nAttention: Legal Department\nFax No.: 484-595-8163\nIf to L.E.K.:\nL.E.K. Consulting LLC\n28 State Street\n16th Floor\nBoston, MA 02109\nAttention: Mike Clabault\nFax No.: 617-951-9392\nAny party may change its address for notices by giving the other party notice of such change in the manner provided above.\n 14. Integration. This Agreement, subject to the terms and conditions imposed on the removal of Confidential Information under Paragraph 6, sets forth the entire agreement between the Parties with respect to the subject matter hereof, and it may not be modified or amended except by a written agreement executed by the parties hereto; provided, however, (a) each existing confidentiality agreement between some or all of the Parties shall survive the execution of this Agreement and continue in full force and effect in accordance with its stated terms and conditions, and (b) the confidentiality obligations arising under the United States Collaboration Agreement, dated March 31, 2005, by and among Shire LLC, Shire Pharmaceuticals Group PLC, and New River Pharmaceuticals Inc., or under the ROW Territory License Agreement, dated March 31, 2005, by and among Shire Pharmaceuticals Ireland Limited, Shire Pharmaceuticals Group PLC, and New River Pharmaceuticals Inc., shall survive the execution of this Agreement and continue in full force and effect in accordance with the stated terms and conditions of each.\n 15. Severability. If any provision of this Agreement is declared to be invalid, void or unenforceable, (a) the remaining provisions of this Agreement shall continue in full force and effect, and (b) the invalid or unenforceable provision shall be replaced by mutual agreement of the Parties in writing by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision.\n 16. Governing Law. The validity and interpretation of this Agreement shall be governed by, construed and enforced in accordance with, the laws of the State of New York applicable to agreements made and to be fully performed therein (excluding conflicts of laws provisions thereof).\n 17. Waiver. No waiver by either Party of any provision of this Agreement shall constitute a continuing waiver of such provision or a waiver of any other provision of this Agreement. No waiver by either Party of any breach or default by the other Party, shall constitute a waiver of any other breach or default of the same or any other provision of this Agreement. No waiver of any provision, breach or default shall be effective unless made in writing and signed by an authorized representative of the Party against whom waiver is sought.\n 18. Binding Authority. Each Party represents and warrants that (a) it has the power and authority to enter into this Agreement; (b) it has the right to permit the other Party to evaluate the Confidential Information in accordance herewith; and (c) the terms of this Agreement are not inconsistent with any other contractual or legal obligation it may have.\n 19. Multiple Counterparts. This Agreement may be executed in any number of counterparts, and the Parties may execute and exchange facsimile copies of this Agreement, all of which taken together shall constitute one agreement.\n 20. Insider Trading. Each Party acknowledges that (a) the Disclosing Party\u2019s Confidential Information may represent material, non-public information of the Disclosing Party; (b) federal securities laws prohibit anyone who is in possession of material, non-public information from purchasing or selling the Disclosing Party\u2019s securities on the basis of material, non-public information of the Disclosing Party; and (c) each Party shall comply with all applicable securities laws and regulations with respect to material, non-public information of the Disclosing Party disclosed under this Agreement.\n 21. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs, executors, administrators and permitted assigns. Neither Party may assign this Agreement in whole or in part or delegate its obligations under this Agreement in whole or in part without the prior written consent of the other Party.\n 22. Press Releases; Use of Trademarks. 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available to one another certain nonpublic information concerning our respective business, financial condition, operations, assets and liabilities, including, without limitation, technical information and information regarding intellectual property rights. As a condition to such information being furnished to each party and its directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, \"Representatives\"), each party agrees to treat any nonpublic information concerning to other party (whether prepared by the disclosing party, its advisors or otherwise and irrespective of the form of communication) which is furnished hereunder to a party or to its Representatives now or in the future by or on behalf of the disclosing party (herein collectively referred to as the \"Evaluation Material\") in accordance with the provisions of this Agreement.\n (1) Evaluation Material. The term \"Evaluation Material\" also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents (whether in paper, electronic or any other form) prepared by each or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto which is not available to the general public and would otherwise constitute Evaluation Material hereunder. The term \"Evaluation Material\" does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party's possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to the bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, (iv) is disclosed by the disclosing party to a third party without a duty of confidentiality, (v) is independently developed by the receiving party or any of its Representatives without use of Evaluation Material and can be proved by competent evidence, (vi) is disclosed under operation of applicable law or regulation, or (vii) is disclosed by the receiving party or its Representatives with the discloser's prior written approval.\n (2) Purpose of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purposes of evaluating a possible Transaction between the parties and, if the parties determine to proceed with a Transaction, the negotiation, execution and performance of a definitive agreement with respect thereto and not to affect, in any way, each party's relative competitive position to each party or to other entities. It is further agreed, that the information to be disclosed to each other shall only be that information which is reasonably necessary to a Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. For purposes of determining when information is reasonably necessary for such purpose, legal counsel to each party shall agree, in advance, to review information requests so as to comply with such standard.\n (3) Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other's Evaluation Material solely for the purposes of evaluating a possible Transaction between the parties and, if the parties determine to proceed with a Transaction, the negotiation, execution and performance of a definitive agreement with respect thereto, and that the disclosing party's Evaluation\nMaterial will be kept confidential and each party and its Representatives will not disclose or use for purposes other than the purposes stated above any of the other's Evaluation Material in any other manner whatsoever; provided, however, that (i) the receiving party may make any disclosure of such information to which the disclosing party gives its prior written consent and (ii) any of such information may be disclosed to the receiving party's Representatives which need to know such information for the sole purpose of evaluating a possible Transaction between the parties, who are informed of the confidential nature of such information and are subject to confidentiality and non-use obligations at least as restrictive as defined herein. Each party is aware of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who have received material, nonpublic information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.\n (4) Non-Disclosure. Subject to the above, each party agrees that, without the prior written consent of the other party, neither it nor its Representatives will disclose to any other person the fact that any Evaluation Material has been made available hereunder, that discussions or negotiations are taking place concerning a Transaction involving the parties or any of the terms, conditions or other facts with respect thereto (including that status thereof) provided, that a party may make such disclosure if such party determines,with the advice of counsel, that such disclosure is required by applicable law or regulation or under any listing agreement with respect to such party's securities. In such event, the disclosing party shall use its best efforts to give prompt advance written notice to the other party to the extent practicable under the circumstances.\n (5) Required Disclosure. In the event that a party or its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the other party's Evaluation Material, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of counsel, legally compelled to disclose the other party's Evaluation Material to any tribunal, the party requested or required to make the disclosure or its Representative may, without liability hereunder, disclose to such tribunal only that portion of the other party's Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable efforts to preserve the confidentiality of the other party's Evaluation Material, including, without limitation, by reasonably cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party's Evaluation Material by such tribunal.\n (6) Termination of Discussions. If either party decides that it does not wish to proceed with a Transaction with the other party, the party so deciding will inform the other party of that decision. In that case, or at any time upon the written request of either disclosing party for any reason, each receiving party will promptly deliver to the disclosing party or destroy all Evaluation Material that was furnished to the receiving party or its Representatives by or on behalf of the disclosing party, by whichever method requested by the disclosing party, pursuant hereto. In the event of such a decision for request, all other copies, extracts and summaries of the disclosing party's Evaluation Material prepared by the receiving party shall be destroyed and, except as provided herein, no copy thereof shall be retained. In no event shall the receiving party be obligated to disclose or provide the copies, extracts and summaries of the disclosing party's Evaluation Material prepared by it or its Representatives to the disclosing party. Notwithstanding the foregoing, the receiving party may retain one (1) copy of the disclosing party's Evaluation Material solely for purposes of monitoring its compliance with this Agreement. Notwithstanding the return or distruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality and other obligations hereunder.\n (7) No representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material make available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party's Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.\n (8) Standstill. Until the earlier to occur of (i) a Significant Event with respect to the other party and (ii) the date two (2) years form the date first set forth above, each party and its direct and undirect majority-owned and controlled subsidiaries will not (and each party and its direct and indirect majority-owned and controlled subsidiaries will not assist other to), directly or indirectly, without the prior consent of the other party:\n (a) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any of the other party's so its subsidiaries' assets (other than in the ordinary course of business) or business or any voting securities issued by the other party which are, or may be, entitled to vote in the election of the other party's directors (\"Voting Securities\"), or any rights or options to acquire such ownership, including from a third party, other than pursuant to the Transaction; or\n (b) make, or in any way participate in, any solicitation of proxies or consents with respect to any Voting Securities of the other party, become a participant in any proxy context with respect to the other party; or seek to advise or influence any person or entity with respect to the voting of any Voting Securities; or demand or copy of the other party's stock ledger, list of its stockholders or other books and records for purposes of any of the matters described in (a), (c), (d) or (e) or this clause (b); or call or attempt to call any meeting or the stockholders of the other party; or\n (c) otherwise seek to control or influence the management, Board of Directors or policies of the other party; or\n (d) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the matters described in (a), (b) or (c) above; or\n (e) propose, attempt or announce an intention, to take any of the actions described in (a), (b), (c) or (d) above.\nThe term \"Significant Event\" means, with respect to either part, any of:\n (i) the acquisition, or public announcement of an intention to acquire, by a person or \"group\" (as such term is used in Section 13(d)(3) of the Exchange Act) (a \"13D Group\") (not including the other party), by way of tender or exchange offer or otherwise, of voting securities representing ten percent (10%) or more of the then-outstanding voting securities of such party;\n (ii) entry into a letter of intent or agreement by such party regarding any merger, sale, reorganization, recapitalization or other business combination transaction pursuant to which the outstanding shares of common stock of such party would be converted into cash or securities of a person or 13D Group (not including the other party) or twenty-five percent (25%) or more of the then-outstanding shares of common stock of such party would be owned by persons other than the then-current holders of shares of common stock of such party, or which would result in all or a substantial portion of such party's assets being sold to any person or 13D Group (not including the other party);\n (iii) the making by such party of a public announcement of its determination to pursue (A) the sale or other disposition of a majority of the shares of such party's outstanding common stock, (B) the sale or disposition of all or substantially all of such party's assets or (C) a similar sale or change of control transaction; or\n (iv) the material breach by such party of this Agreement.\n (9) Duration of Confidentiality and Non-use Obligation. The parties agree that the obligations pertaining to confidentiality and use of the Evaluation Material set forth in sections (2) through (6) above, and this clause (9), shall survive the expiration or termination of this Agreement until the expiration of the period ending five (5) years after the date first set forth above.\n (10) No solicitation. During the term of this Agreement, neither party shall, without the prior written consent of the other party, directly or indirectly solicit the employment of any employee of such other party, unless such employee seeks employment on an unsolicited basis or in response to general solicitations or advertising or third party employment agencies, provided that such general solicitations or advertising is made, taken out and distributed in the ordinary course and not in an effort to specifically target employees of the other party.\n (11) Definitive Agreements. Each party understands and agrees that no contract or agreement providing for any Transaction involving the parties shall be deemed to exist between the parties unless and until a final definitive agreement has been executed and delivered by the parties. Each party also agrees that unless and until a final definitive agreement regarding a Transaction between the parties has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this Agreement except for the matters specifically agreed to herein. For purposes of this paragraph, the term \"definitive agreement\" does not include an executed letter of intent or any other preliminary written agreement. Both parties further acknowledge and agree that each party reserves the right, in its sole discretion, to provide or not provide Evaluation Material to the receiving party under this Agreement, to reject any any all proposals made by the other party or any of its Representatives with regard to a Transaction between the parties, and to terminate discussions and negotiations at any time.\n (12) Waiver. It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\n (13) Miscellaneous. Each party agrees to be responsible for any breach of this Agreement by any of its Representatives. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.\n (14) Injunctive Relief. It is further understood and agreed that money damages would not be sufficient remedy for any breach of this Agreement by either party or any of its Representatives and that the non-breaching party shall be entitled to seek to obtain equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that either party or any of its Representatives have breached this Agreement, then the breaching party shall be liable and pay to the non-breaching party the reasonable legal fees incurred in connection with such litigation, including an appeal therefrom. In no event shall either party be liable for consequential or punitive damages.\n (15) Governing Law; Forum. This Agreement shall be governed by an construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within such State. Any dispute between the parties arising out of or connected to this Agreement or its enforceability or interpretation, including any injunctive relief, shall be brought and resolved solely in the federal or state courts located within the Southern District of New York, and the parties hereby submit to the personal jurisdiction of said courts.\n (16) Term. Except as explicitly provided in sections (8) and (9) above, this Agreement shall terminate one (1) year from the date first set forth above.\n (17) Counterparts. This Agreement may be executed in two counterparts, which together shall be considered one and the same agreement and all become effective when such counterparts have been signed by each party and delivered to the other party, it being understood that all parties need not sign the same counterpart.\n [Remainder of page intentionally left blank]\n Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Confidentiality Agreement shall become a binding agreement between you and SangStat Medical Corporation.\n Very truly yours,\nSANGSTAT MEDICAL CORPORATION\nBy: /s/ ADRIAN ARIMA\nName: Adrian Arima\nTitle: Senior Vice President and General Counsel\nAccepted and Agreed as of the date first written above:\n GENZYME CORPORATION\nBy: /s/ RICHARD DOUGLAS\nName: Richard Douglas\nTitle: Sr. V.P. 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Kennedy, an individual (\u201cKennedy\u201d).\nRECITALS\nWHEREAS, Company and Autocam Corporation, a Michigan Corporation (\u201cAutocam\u201d), have entered into that certain Agreement and Plan of Merger dated as of the date hereof (the \u201cMerger Agreement\u201d), under which PMC Global Acquisition Corporation, a Michigan corporation and a wholly owned subsidiary of the Company, will merge with and into Autocam, and Autocam will continue as a wholly owned subsidiary of the Company (the \u201cMerger\u201d);\nWHEREAS, Kennedy owns a majority of shares of Autocam before the Merger, received consideration from the Company in connection with the Merger, and is a stockholder of the Company;\nWHEREAS, Autocam engages in the precision metal components business for the transportation industry (the \u201cAutocam Business\u201d);\nWHEREAS, the Company engages in the precision metal components business for the automotive industry, aerospace industry, industrial machinery, precision shafts, small tool components, and other industrial and consumer products using precision metal components and assemblies (the \u201cCompany Business\u201d) throughout the world;\nWHEREAS, Kennedy has had access to knowledge of Autocam\u2019s trade secrets and other confidential and proprietary information and will have access to knowledge of the Company\u2019s trade secrets and other confidential and proprietary information and that it is of vital importance to the success of the Company for Kennedy (i) not to compete against the Company and its business and activities for a specified period of time after the Merger and (ii) not to disclose Company\u2019s trade secrets and other proprietary information; and\nWHEREAS, capitalized terms not defined herein shall have the meaning ascribed to them in the Merger Agreement.\nNOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows\n1. Noncompetition Covenants. Kennedy covenants and agrees:\n(a) For a period of three (3) years commencing on the Closing Date (the \u201cRestricted Period\u201d), Kennedy shall not, nor shall Kennedy permit any of his Affiliates, directly or indirectly, (i) engage in or assist others in engaging in the Autocam Business; (ii) have an interest in any Person that engages directly or indirectly in the Autocam Business in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee, or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed before or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, Kennedy may own, directly, or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Kennedy is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities of such Person.\n(b) During the Restricted Period, Kennedy shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 1 shall prevent Kennedy or any of his Affiliates from hiring (i) any employee whose employment has been terminated by the Company before the Merger, (ii) any employee whose employment has been terminated by the Company after the Merger one-hundred eighty (180) days from the date of termination of employment; or (iii) Jesse Miramontes (a current employee of the Company) and any Kennedy family member (including, without limitation, Nancy Kennedy (wife) or John C. Kennedy, IV (son) who are currently employed by the Company).\n(c) During the Restricted Period, Kennedy shall not permit any of his Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company.\n(d) During the Restricted Period, Kennedy shall provide written notice as soon as reasonably possible (it being agreed that ninety (90) days prior written notice is acceptable) before (i) Kennedy or any of his Affiliates begin to engage in the Company Business excluding the medical device business or (ii) Kennedy or any of his Affiliates enter into a transaction to acquire the stock or substantially all of the assets of any Person that engages in the Company Business excluding the medical device business.\n(e) Kennedy acknowledges that the restrictions contained in this Section are reasonable and necessary to protect the legitimate interests of the Company. In the event that any covenant contained in this Section should ever be adjudicated to exceed the time, geographic, product, or service, or other limitations permitted by applicable law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. The covenants contained in this Section and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.\n(f) If Kennedy violates any of the provisions of this Section 1, the computation of the time period provided in this Section 1 shall be tolled from the first date of the breach until (i) the date judicial relief is obtained by the Company, (ii) the Company states in writing that it will seek no judicial relief for said violation, or (iii) Kennedy provides satisfactory evidence to the Company that such breach has been terminated.\n2. Non-Disclosure Covenants.\n(a) Kennedy covenants and represents that Kennedy has no interest in or claim to any information, whether or not in writing, of a private, secret, or confidential nature concerning the Company or Autocam (collectively, the \u201cProprietary Information\u201d). Except as may otherwise be required by law, Kennedy agrees not to, without the Company\u2019s prior written consent, (i) disclose or transfer any Proprietary Information to any Person other than the Company or (ii) use any Proprietary Information for any unauthorized purpose, either during the term of this Agreement or the Restricted Period, unless and until such Proprietary Information has become available to the public generally without fault by Kennedy.\n(b) Kennedy agrees that the portions of all files, letters, memoranda, reports, records, data, disks, electronic storage media, sketches, drawings, notebooks, program listings, or other written, photographic, or tangible material containing Proprietary Information (collectively, \u201cRecords\u201d), whether created by Kennedy or others, which shall come into Kennedy\u2019s custody or possession during the Restricted Period shall be and are the exclusive property of Company to be used by Kennedy only in the performance of his or her duties for the Company. All such Records or copies thereof in Kennedy\u2019s custody or possession shall be delivered to the Company (i) upon any request by the Company and, in any event, (ii) upon the termination of the Restricted Period. After any such delivery, Employee shall not retain any such Records, copies thereof, or any other tangible property of Company.\n(c) Kennedy agrees that his obligations under Sections 2(a) and 2(b) above also extend to such types of information, know-how, records, and other tangible property of the Company\u2019s customers, suppliers, or other third parties which may have disclosed or entrusted the same to Company or Kennedy in the course of Company\u2019s business.\n3. Other Agreements; Indemnification. Kennedy hereby represents that, except as he has disclosed in writing to Company, Kennedy is not bound by the terms of any agreement with any previous employer or other party to refrain from (i) competing, directly or indirectly, with the business of such previous employer or any other party or (ii) using or disclosing any trade secret or confidential or proprietary information in the course of the Restricted Period. Kennedy further represents that his performance of all the terms of this Agreement does not and will not breach any agreement to keep in confidence proprietary information, knowledge, or data acquired by Kennedy in confidence or in trust prior to the date of the Restricted Period, and Kennedy will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others. Kennedy hereby indemnifies and agrees to defend and hold the Company harmless from and against any and all damages, liabilities, losses, costs, and expenses (including, without limitation, attorneys\u2019 fees and the costs of investigation) resulting or arising directly or indirectly from any breach of the foregoing representations.\n4. Necessity of Covenants; Injunctive Relief. Kennedy acknowledges that a breach or threatened breach of this Agreement would give rise to irreparable harm to the Company, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Kennedy of any such obligations, the Company shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction.\n5. No Employment Contract. Employee understands that this Agreement does not constitute a contract of employment by the Company.\n6. Company Acknowledgement of Kennedy\u2019s Conduct of Medical Device Business. The Company acknowledges that Kennedy is engaged, and will continue to engage, in the manufacture and sale of medical devices (the \u201cMedical Device Business\u201d) utilizing processes, know-how and precision machining substantially similar to those utilized by the Company in connection with the Autocam Business. The Company agrees that nothing contained herein shall in any way limit Kennedy\u2019s ability to engage in the Medical Device Business or to utilize such processes, know-how and precision machining in connection with such Medical Device Business.\n7. General.\n(a) With respect to the covenants and representations set forth in Sections 1, 2, and 3 of this Agreement, the \u201cCompany\u201d shall include (i) any corporation, partnership, limited liability company, or other business entity of which an aggregate of 50% or more of the outstanding voting stock, membership interests, or other ownership interests are at any time directly or indirectly owned by the Company, (ii) Autocam, and (iii) the Subsidiaries.\n(b) This Agreement shall be governed by and construed and interpreted in accordance with the substantive laws of the state of Delaware, without regard to the choice or conflict of law rules of such state.\n(c) In the event any suit or proceeding against Kennedy to enforce any of the provisions of this Agreement or on account of any damages sustained (or alleged to have been sustained) is brought by the Company by reason of Kennedy\u2019s violation or alleged violation of any of the provisions of this Agreement, the parties agree that, in addition to other costs and damages, all reasonable costs and attorneys\u2019 fees incurred by the party prevailing in such action shall be paid by the other party.\n(d) This Agreement shall be effective as of the Closing Date of the Merger. If the Closing does not occur, this Agreement shall be void and of no further force and effect and there shall be no liability on the part of any party hereto, except that the provisions of Section 2 shall survive. The duties and obligations of Kennedy, with respect to any rights accruing to Company under this Agreement during the term of the Restricted Period and thereafter, shall survive any termination of the Restricted Period.\n(e) This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.\n(f) All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (iv) on the third (3rd) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses\nIf to Company, to:\nNN, Inc.\n2000 Waters Edge Drive\nJohnson City, TN 37604\nAttention: James H. Dorton\nFacsimile: 423-743-7670\nEmail: james.dorton@nninc.com\nWith a copy to (which shall not constitute notice):\nHusch Blackwell LLP\n4801 Main St., Suite 1000\nKansas City, MO 64112\nAttention: John D. Moore\nFacsimile: 816 983-8000\nEmail: john.moore@huschblackwell.com\nIf to Kennedy, to:\nJohn C. Kennedy\n4162 East Paris Avenue, SE\nKentwood, MI 49512\nFacsimile No.: 616-698-6876\nEmail: JKENNEDY@Autocam.com\nWith a copy to (which shall not constitute notice):\nLaw Weathers, PC\n333 Bridge Street, Suite 800\nGrand Rapids, MI 49504\nAttention: Tony Barnes\nFacsimile: 616-913-1222\nEmail: tbarnes@lawweathers.com\n(g) This Agreement embodies the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.\n(h) This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors, legal representatives, and permitted assigns.\n(i) The headings used in this Agreement are for convenience only, do not constitute a part of this Agreement, and shall not be used as an aid to the interpretation of this Agreement.\n(j) Each party will do all acts and things and execute all documents and instruments which the other party reasonably requests in order to carry out or give further effect to the provisions of this Agreement.\n(k) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.\n[signature page follows]\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.\nNN, INC.\nBy: /s/ Richard D. Holder\nName: Richard D. Holder\nTitle: Chief Executive Officer and President\nJOHN C. KENNEDY\n/s/ John C. 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(\u201cCaptaris\u201d), Captaris will make available to Vector certain confidential and proprietary information concerning its business, financial condition, operations, assets and liabilities. As a condition to such information being made available to Vector and Vector\u2019s potential financing sources and its and their respective directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, \u201cRepresentatives\u201d), Vector agrees to treat any information concerning Captaris (whether prepared by Captaris, its advisors or otherwise and irrespective of the form of communication) which is furnished pursuant to this letter agreement to Vector or to its Representatives now or in the future by or on behalf of Captaris (such information herein collectively referred to as the \u201cEvaluation Material\u201d) in accordance with the provisions of this letter agreement, and to take or abstain from taking certain other actions hereinafter set forth. The term \u201cperson\u201d as used in this letter agreement shall be broadly interpreted to including the media and any corporation, partnership, group, individual or other entity.\nThe term \u201cEvaluation Material\u201d also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by Vector or its Representatives to the extent they contain, reflect or are based upon, in whole or in part, the information furnished to Vector or its Representatives pursuant hereto. The term \u201cEvaluation Material\u201d does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by Vector or its Representatives in contravention of this agreement, (ii) was within Vector\u2019s possession prior to its being furnished to Vector by or on behalf of Captaris pursuant hereto, provided that the source of such information was not known by Vector to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Captaris or any other party with respect to such information; (iii) becomes available to Vector on a nonconfidential basis from a source other than Captaris or any of its Representatives, provided that such source was not known by Vector to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Captaris or any other party with respect to such information; or (iv) is independently developed by Vector without the use of any Evaluation Material and without any other violation of this agreement.\nVector hereby agrees that it and its Representatives shall use the Evaluation Material solely for the purpose of evaluating a possible transaction between the parties, that the\nEvaluation Material will be kept confidential and that Vector and its Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) Vector may make any disclosure of such information to which Captaris gives its prior written consent and (ii) any of such information may be disclosed by Vector to its Representatives who need to know such information for the sole purpose of evaluating and implementing a possible transaction between the parties, who shall keep such information confidential and who are provided with a copy of this letter agreement. In any event, Vector shall be responsible for any breach of this letter agreement by any of its Representatives, and Vector agrees, at its sole expense, to take reasonable measures (including but not limited to court proceedings) to restrain its Representatives from disclosure or use of the Evaluation Material in contravention of this agreement.\nIn addition, except as required by law or any rule of any self-regulatory organization, each of Captaris and Vector agrees that, without the prior written consent of the other party, it and its Representatives will not disclose to any other person the fact that the Evaluation Material has been exchanged, that discussions or negotiations are or may be taking place concerning a possible transaction involving the parties or any of the terms, conditions or other facts with respect thereto (including the status thereof) unless such first party has determined in good faith, after consultation with outside counsel, that such disclosure is required in order to avoid a violation of law or any rule of any self-regulatory organization.\nIn the event that (i) Vector or any of its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or law or any rule of any self-regulatory organization) to disclose any of the Evaluation Material furnished by Captaris or (ii) Vector or any of its Representative or Captaris or any of its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or law or any rule of any self-regulatory organization) to disclose any of the information described in the preceding paragraph (the \u201cOther Confidential Information\u201d)), then Vector or Captaris, as applicable (the \u201cDisclosure Party\u201d) shall, to the extent permitted by applicable law, provide Captaris or Vector, as applicable (the \u201cOther Party\u201d) with prompt written notice of any such request or requirement so that the Other Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement. If, in the absence of any protective order or other remedy or the receipt of a waiver by the Other Party, the Disclosure Party or any of its Representatives determines in good faith, after consultation with the Disclosure Party\u2019s outside counsel or such Representative\u2019s counsel, as applicable, that it is legally compelled to disclose Evaluation Material (or any of the Other Confidential Information), the Disclosure Party or its Representative may, without liability hereunder, disclose only that portion of the Evaluation Material or Other Confidential Information that it determines in good faith, after consultation with such counsel, it is legally required to be disclosed, provided that the Disclosure Party exercise commercially reasonable efforts to preserve the confidentiality of the Evaluation Material and the Other Confidential Information, including, without limitation, by cooperating with the Other Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation Material and the Other Confidential Information.\nIf either party decides that it does not wish to proceed with a transaction, it will promptly inform the other party of that decision. In that case, or any time upon the request of a party for any reason, Vector will promptly, at Vector\u2019s option (i) return to Captaris and/or (ii) destroy all Evaluation Material (and all tangible copies thereof) furnished to it or its Representatives by or on behalf of the other party pursuant hereto, and in either case no copies thereof shall be retained except that, any of the foregoing notwithstanding, that portion of the Evaluation Material that may be found in analyses, compilations, studies, or other documents prepared by Vector\u2019s Representatives, such Representatives\u2019 agents, attorneys or employees, and oral or electronic Evaluation Material will be held by such Representatives and kept subject to the terms of this agreement or destroyed to the extent practicable and permitted by law. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by the obligations of confidentiality and other obligations hereunder. Notwithstanding the foregoing, (i) financial advisors to the parties may retain copies of the Evaluation Material and Other Confidential Information (including Evaluation Material and Other Confidential Information) stored on electronic, magnetic or similar media) in accordance with policies and procedures implemented in order to comply with legal and regulatory requirements and to demonstrate such financial advisor\u2019s compliance with its obligations, and (ii) Representatives that are accounting firms may retain copies of the Evaluation Material in accordance with policies and procedures implemented by such persons in order to comply with applicable law, regulation, professional standards or reasonable business practice, and furthermore our Representatives that are accounting firms may disclose Evaluation Material to the extent required by law, rule, regulation or applicable professional standards of the American Institute of Certified Public Accountants, Public Company Accounting Oversight Board or state boards of accountancy or obligations thereunder.\nVector understands and acknowledges that, except pursuant to a final definitive agreement regarding any transactions contemplated hereby, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, (i) neither Captaris nor any of\u2019 its Representatives make any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material, (ii) neither Captaris nor its Representatives shall have any liability to Vector or to any of its Representatives relating to or resulting from the use of the Evaluation Material or any errors therein or omissions therefrom, and (iii) only those representations or warranties which are made in any such final definitive agreement will have any legal effect.\nCaptaris agrees that, for a period ending eight weeks after the date of this letter agreement, it will afford Vector and its Representatives, reasonable access to the information described in Exhibit A and the books, contracts, commitments and records of Captaris and its subsidiaries relevant thereto, unless and until Vector and Captaris have reached a non-binding consensus regarding basic deal terms, at which time access will broaden to include all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of Captaris and its Subsidiaries as Vector may reasonably request and that is in the possession or control of Captaris.\nIn consideration of the Evaluation Material being furnished by Captaris hereunder, Vector hereby agrees that, for a period of twelve months from the date hereof, it will not, and will not encourage or assist its affiliates to, solicit for employment (a) any officers or other senior key employees of Captaris or any of its business units so long as they are employed by the Captaris or its business units, without obtaining the prior written consent of Captaris, and (b) any of the other employees of Captaris or any of its business units with whom Vector has had contact or who Vector first became aware of during the period of its investigation of Captaris, so long as they are employed by the Captaris or its business units, without obtaining the prior written consent of Captaris. Nothing in the foregoing clause (b) shall preclude Vector from hiring any person who (i) initiates discussions with Vector regarding such employment without any direct or indirect solicitation by Vector, (ii) has ceased to be employed by Captaris prior to commencement of direct or indirect employment discussions between Vector and such person, or (iii) responds to any general solicitation placed by Vector or any recruitment agency on Vector\u2019s behalf.\nVector agrees that, for a period (the \u201cStandstill Period\u201d) ending on the earliest of (i) six months from the date of this agreement and (ii) the occurrence of a \u201cSignificant Event\u201d (as defined below), unless it shall have been specifically invited in writing by Captaris, neither Vector nor any of its affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d)) will in any manner, directly or indirectly, (a) effect or publicly seek, offer or propose to effect, or cause or participate in or in any way assist any other person to effect or publicly seek, offer or propose to effect or participate in, (i) any acquisition of 5% or more of the securities (or beneficial ownership thereof) or consolidated assets (including securities of subsidiaries) of Captaris; (ii) any tender or exchange offer, merger or other business combination involving Captaris or any of its subsidiaries; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Captaris or any of its subsidiaries; or (iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of Captaris; (b) form, join or in any way participate in a \u201cgroup\u201d (as defined under the 1934 Act) the purpose of which is to effect a transaction described in (a) above; (c) otherwise act, alone or in concert with others, to publicly seek to control or influence the management, Board of Directors or policies of Captaris; or (d) take any action which would reasonably be expected to force Captaris to make a public announcement regarding any of\u2019 the types of matters set forth in (a) above; provided, however, that, notwithstanding the foregoing, actions otherwise prohibited by clause (a)(iv) above shall be permitted hereunder on the date thirty days prior to the last day on which shareholders may properly nominate directors for election at, and properly bring (but, for the avoidance of doubt, not by means of Rule 14a-8 under the Exchange Act) other business to be transacted at, Captaris\u2019s 2008 annual meeting of shareholders if such date occurs earlier than the expiration of the Standstill Period as a result of (x) the date of such meeting being advanced to be more than 30 days prior to the anniversary of Captaris\u2019s 2007 annual meeting of shareholders and/or (y) an amendment to Captaris\u2019s Amended and Restated Bylaws. For purposes of this agreement, (i) \u201dSignificant Event\u201d shall mean (A) the entry by Captaris into an agreement providing for, or the board of directors of Captaris otherwise recommending to the stockholders of Captaris, any merger, sale, stock issuance or other business combination transaction pursuant to which the outstanding shares of Captaris common stock would be converted into cash or securities of another person or 13D Group, or 20% or more of the then outstanding shares of Captaris common stock would be owned by persons other than the then current holders of shares of Captaris common stock, or which would result in all or a substantial portion of Captaris\u2019s assets being sold to any person or 13D Group, or the outstanding shares of Captaris common stock immediately prior to any such transaction would constitute less than 80% of the outstanding shares of Captaris common stock immediately after such transaction, or (B) an unsolicited bona fide tender offer or exchange offer is made by any person or 13D Group to acquire securities of Captaris which would (when added to shares already owned by such person or 13D Group) represent 20% or more of the then outstanding shares of Captaris common stock; (ii) \u201dVoting Securities\u201d shall mean shares of any class of Captaris capital stock which are then entitled to vote generally in the election of directors; provided, that for purposes of this definition any securities which at such time are convertible or exchangeable into or exercisable for shares of Captaris common stock shall be deemed to have been so converted, exchanged or exercised; and (iii) \u201d13D Group\u201d shall mean, with respect to Captaris Voting Securities, any group of persons formed for the purpose of acquiring, holding, voting or disposing of Captaris Voting Securities, which would require under Section 13(d) of the Exchange Act and the rules and regulations thereunder, the filing of a statement on Schedule 13D with the SEC as a \u201cperson\u201d within the meaning of Section 13(d)(3) of the Exchange Act, if such group beneficially owned Captaris Voting Securities representing more than 5% of the total combined voting power of all Captaris Voting Securities then outstanding.\nThe parties understand and agree that no contract or agreement providing for any transaction between them shall be deemed to exist unless and until a final definitive agreement has been executed and delivered, and each party hereby waives, in advance, any claims (including, without limitation, breach of contract) in connection with any transaction involving the other party unless and until both parties shall have entered into a final definitive agreement. Each party also agrees that unless and until a final definitive agreement regarding a transaction between the parties has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this letter agreement except for the matters specifically agreed to herein. Each party further acknowledges and agrees that the other party reserves the right, in its sole discretion, to reject any and all proposals with regard to a transaction between the parties, and to terminate discussions and negotiations at any time. Vector further understands that (i) Captaris and its Representatives shall be free to conduct any process for any transaction involving Captaris, if and as they in their sole discretion shall determine (including, without limitation, negotiating with any other interested parties and entering into a definitive agreement without prior notice to Vector or any other person), (ii) any procedures relating to such process or transaction may be changed at any time without notice to Vector or any other person, and (iii) Vector shall not have any claims whatsoever against Captaris, its Representatives or any of their respective directors, officers, stockholders, owners, affiliates or agents arising out of or relating to any transaction involving Captaris (other than those as against the parties to a definitive agreement with Vector in accordance with the terms thereof) nor, unless a definitive agreement is entered into with Vector, against any third party with whom a transaction is entered into.\nIt is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\nIt is further understood and agreed that money damages would not be a sufficient remedy for any breach of this letter agreement by either party or any of its Representatives and that the parties shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this letter agreement but shall be in addition to all other remedies available at law or in equity. In the event of litigation relating to this letter agreement, if a court of competent jurisdiction determines in a final, non-appealable order that a party has breached this letter agreement, then such party shall be liable and pay to the non-breaching party the reasonable legal fees incurred by such non-breaching party in connection with such litigation, including any appeal therefrom. This letter agreement is for the benefit of the parties and their respective directors, officers, stockholders, owners, affiliates, and agents, and shall be governed by and construed in accordance with the laws of the State of New York.\nThis letter agreement will terminate on the second anniversary of the date of this agreement.\nPlease confirm your agreement with the foregoing by signing and returning one copy of this letter to the undersigned, whereupon this letter agreement shall become a binding agreement between Vector and Captaris.\nVery truly yours,\nCaptaris, Inc.\nBy: /s/ David P. Anastasi\nIts: President & CEO\nAccepted and agreed as of the date first written above:\nVector Capital Corporation\nBy: /s/ Amish Mehta\nIts: Partner\n", "spans": [ [ 0, 40 ], [ 41, 59 ], [ 60, 86 ], [ 87, 120 ], [ 121, 144 ], [ 145, 166 ], [ 167, 475 ], [ 475, 1319 ], [ 1319, 1490 ], [ 1491, 1827 ], [ 1827, 1893 ], [ 1893, 2053 ], [ 2053, 2426 ], [ 2426, 2789 ], [ 2789, 2924 ], [ 2925, 2962 ], [ 2962, 3101 ], [ 3102, 3287 ], [ 3287, 3396 ], [ 3396, 3709 ], [ 3709, 4056 ], [ 4057, 4791 ], [ 4792, 4810 ], [ 4810, 5160 ], [ 5160, 5985 ], [ 5985, 7086 ], [ 7087, 7222 ], [ 7222, 7333 ], [ 7333, 7363 ], [ 7363, 8025 ], [ 8025, 8227 ], [ 8227, 8258 ], [ 8258, 8686 ], [ 8686, 9295 ], [ 9296, 9538 ], [ 9538, 9711 ], [ 9711, 9940 ], [ 9940, 10068 ], [ 10069, 10762 ], [ 10763, 11013 ], [ 11013, 11230 ], [ 11230, 11548 ], [ 11548, 11580 ], [ 11580, 11633 ], [ 11633, 11752 ], [ 11752, 11897 ], [ 11897, 12002 ], [ 12003, 12088 ], [ 12088, 12139 ], [ 12139, 12461 ], [ 12461, 12657 ], [ 12657, 12818 ], [ 12818, 12937 ], [ 12937, 13096 ], [ 13096, 13274 ], [ 13274, 13421 ], [ 13421, 13432 ], [ 13432, 13588 ], [ 13588, 13743 ], [ 13743, 13849 ], [ 13849, 14284 ], [ 14284, 14434 ], [ 14434, 14494 ], [ 14494, 14526 ], [ 14526, 14561 ], [ 14561, 15427 ], [ 15427, 15712 ], [ 15712, 16106 ], [ 16106, 16701 ], [ 16702, 17162 ], [ 17162, 17509 ], [ 17509, 17758 ], [ 17758, 17790 ], [ 17790, 18132 ], [ 18132, 18269 ], [ 18269, 18758 ], [ 18759, 19077 ], [ 19078, 19397 ], [ 19397, 19576 ], [ 19576, 19966 ], [ 19966, 20202 ], [ 20203, 20296 ], [ 20297, 20508 ], [ 20509, 20526 ], [ 20527, 20541 ], [ 20542, 20567 ], [ 20568, 20588 ], [ 20589, 20644 ], [ 20645, 20671 ], [ 20672, 20691 ], [ 20692, 20704 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 21 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 10, 14 ] }, "nda-20": { "choice": "Entailment", "spans": [ 27, 28, 29, 31, 32, 33 ] }, "nda-3": { "choice": "Entailment", "spans": [ 7 ] }, "nda-18": { "choice": "Entailment", "spans": [ 39, 40, 41 ] }, "nda-7": { "choice": "Entailment", "spans": [ 7, 15, 16, 17, 19 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 22, 23, 24 ] }, "nda-13": { "choice": "Entailment", "spans": [ 10, 13 ] }, "nda-5": { "choice": "Entailment", "spans": [ 7, 15, 16, 17, 19 ] }, "nda-4": { "choice": "Entailment", "spans": [ 7, 15, 16, 17, 19 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0000931784/000110465907068716/a07-23871_1ex2.htm" }, { "id": 589, "file_name": "948850_0000950123-10-020820_p17071exv99wew4.htm", "text": "Exhibit (e)(4)\nCONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nIn connection with a possible business transaction (the \u201cTransaction\u201d) involving Manpower Inc. (\u201cCOMPANY\u201d) and Comsys IT Partners, Inc. (\u201cCOMSYS\u201d), collectively the \u201cParties,\u201d certain information may be requested by both COMPANY and COMSYS relating to the other party or the Transaction and the Parties have agreed to enter into this Agreement. All such information (whether written or oral) furnished (whether before, on or after the date hereof) by either company, or its directors, officers, employees, representatives (including, without limitation, financial advisors, financing sources, attorneys, consultants and accountants) or agents (collectively, \u201cRepresentatives\u201d) to the other party and all analyses, compilations, forecasts, studies or other documents prepared by the Parties or their Representatives in connection with their review of, or their interest in, the Transaction which contain, reflect, are generated from or are based upon, in whole or in part, any such information is hereinafter referred to as the \u201cInformation.\u201d The term Information will not, however, include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving Party or its Representatives that is prohibited by this Agreement; (ii) is or becomes available to the receiving Party on a nonconfidential basis from a source which, to the best of its knowledge, is not known to be prohibited from disclosing such information to the receiving Party by a legal, contractual or fiduciary obligation to either Party; (iii) was in possession of the receiving Party prior to the disclosure of the information pursuant to this Agreement, provided that the source of such information was not known by the receiving Party, after due inquiry, to be subject to an obligation not to disclose such information; or (iv) is independently developed without reference to or use of the Information.\nAccordingly, the Parties hereby agree that:\n1. The Parties and their Representatives (i) will keep the Information strictly confidential and will not (except as required by applicable law, regulation or legal process, and only after compliance with paragraph 2 below), without the prior written consent of the other party, disclose any Information in any manner whatsoever, and (ii) will not use any Information other than in connection with the Transaction; provided, however, that the Parties may reveal the Information to their Representatives (a) who need to know the Information for the purpose of evaluating the Transaction, (b) who are informed by the Parties of the confidential nature of the Information and are provided with a copy of this Agreement, (c) who agree not to disclose any of the Information to any other party and (d) who agree to act in accordance with the terms of this letter agreement to the same extent as if they were parties hereto. The Parties will cause their Representatives to observe the terms of this letter agreement, and they will be responsible for any breach of this agreement by any of their Representatives.\n2. In the event that the Parties or any of their Representatives are requested pursuant to, or required by, applicable law, regulation, rules of any national stock exchange, or legal process to disclose any of the Information, the Parties must notify each other promptly so that they may seek a protective order or other appropriate remedy or, in the sole discretion of the party that initially furnished such Information, waive compliance with the terms of this letter agreement. In the event that no such protective order or other remedy is obtained, or that the Parties waive compliance with the terms of this letter agreement, the Parties will furnish only that portion of the Information which they are advised by counsel is legally required and will exercise all commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Information.\n3. If COMPANY or COMSYS determines not to proceed with the Transaction, they will promptly inform the other Party of that decision and, in that case, and at any time upon request of COMPANY or COMSYS or any of their Representatives, the other party will either (i) promptly destroy all copies of the written Information in its or its Representatives\u2019 possession and confirm such destruction to the initiating company in writing or (ii) promptly deliver to the initiator of such action all copies of the written Information in its or its Representatives\u2019 possession. Any oral Information will continue to be subject to the terms of this letter agreement. Notwithstanding anything contained in the foregoing to the contrary, either Party may retain in the files of its legal counsel such documents and records as are required to be maintained in order to satisfy any law, rule, or regulation to which the Party is subject or for the purpose of determining its continuing obligations under this Agreement, including any rule of any national stock exchange. Furthermore, if a legal proceeding has been instituted to seek disclosure of the Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered.\n4. Neither Party hereto shall in any way or in any form disclose, publicize or advertise in any manner the discussions that give rise to this Agreement or the discussions or negotiations covered by this Agreement, including the fact that any such discussions have taken or are taking place, or any proposal relating thereto, including the terms and conditions thereof, without the prior written consent of the other Party.\n Notwithstanding any term or implication herein to the contrary, either Party may disclose Information and any of the information described in the preceding paragraph to the extent such Party determines in good faith upon advice of counsel that such disclosure is required in connection with such Party\u2019s disclosure responsibilities under the securities laws (including regulations, rules and interpretations promulgated or issued by a regulatory body), so long as such Party gives the other party such prior notice of such disclosure, and such opportunity to review, comment on, and lawfully limit the proposed disclosure, as is reasonably available under the circumstances.\n5. The Parties hereby acknowledge that, unless and until a definitive agreement between COMPANY and COMSYS with respect to any Transaction has been executed and delivered, neither the COMPANY nor COMSYS will be under any legal obligation of any kind whatsoever with respect to such Transaction and hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with any Transaction. In addition, neither Party will be under any obligation to negotiate a definitive agreement, by virtue of this or any written or oral expression, discussion or negotiation with respect to such Transaction by any or either of the Representatives of the Parties except, in the case of this Agreement, for the matters specifically agreed to herein.\n6. The Parties hereby agree that money damages may not be a sufficient remedy for any breach of this Agreement. Accordingly, in the event of any breach of the provisions of this Agreement, the breaching party agrees that the non-breaching party may be entitled to equitable relief, including injunction and specific performance. Such remedy may not be deemed to be the exclusive remedy for the breach of this Agreement but may be in addition to all other remedies available at law or equity to the non-breaching party. In the event that the non-breaching party successfully enforces the obligations of the breaching party hereunder, the breaching party shall reimburse the non-breaching party for all reasonable costs and expenses, including legal counsel, incurred by the non-breaching party in this regard.\n7. Disclosing Party makes no representation or warranty as to the accuracy or completeness of the Information and receiving Party agrees that disclosing Party and its employees and agents shall have no liability to receiving Party resulting from any use of the Information.\n8. COMPANY agrees that, for a period of eighteen (18) months from the date of this Agreement, unless COMPANY shall have been specifically invited in writing by COMSYS, neither COMPANY nor its Representatives as advisor to COMPANY as principal will in any manner, directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof) or assets of COMSYS or any of its subsidiaries, (ii) any tender or exchange offer, merger or other business combination involving COMSYS or any of its subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to COMSYS or any of its subsidiaries, or (iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the other Party; (b) form, join or in any way participate in a \u201cgroup\u201d (as defined in the Securities Act of 1934) with respect to the securities of COMSYS; (c) otherwise act, alone or in concert with others, to seek to control or influence management or the board of directors or policies of COMSYS; (d) take any action which might force COMSYS to make a public announcement regarding any of the types of matters set forth in (a) above; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing; provided, however, that if COMSYS makes a public announcement that it has entered into a definitive agreement that contemplates a business combination transaction between COMSYS and a third party that would result in a change of control of COMSYS, or in the event any third party has made a tender offer for a majority of the then outstanding securities of COMSYS entitled to be voted generally in the election of directors, then COMPANY may make a proposal to the board of directors of COMSYS with respect to a business combination transaction involving COMPANY and COMSYS.\n9. The Parties hereby acknowledge that in the event that any provision or portion of this letter agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.\n The Parties further acknowledge that such invalid, illegal or unenforceable provision shall be substituted with a provision as similar in intent and economic effect to such provision as may be possible and yet be valid, legal and enforceable.\n10. The Parties hereby acknowledge that neither the failure nor delay by any party in exercising any right, power or privilege existing in connection with this Agreement shall operate or be construed to be a waiver of such right, power or privilege. No single or partial exercise thereof will preclude any other or further exercise thereof or the exercise of any other right hereunder or otherwise legally available. No waiver hereunder shall be considered valid or enforceable, except by a written agreement signed by the Parties and no such waiver shall be deemed a waiver of any subsequent instance or circumstance of the same or similar nature.\n11. This Agreement is the complete and exclusive statement of the agreement between the Parties and supersedes any and all other agreements, if any, between the Parties with respect to the subject matter hereof and contains all of the covenants and agreements between the Parties with respect thereto. This Agreement contains the entire understanding between the Parties and supersedes all prior collateral communications, if any, regarding the subject matter hereof. This Agreement shall govern all communications between the Parties that are made during the period from the effective date of this Agreement to the date on which either party receives from the other written notice that subsequent communications shall not be so governed. No modification or amendment of this Agreement and no waiver of the terms and conditions hereof, in whole or in part, shall be binding, except by a written agreement signed by the Parties.\n12. This Agreement shall inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns and will be binding upon the Parties and their respective Representatives, successors and permitted assigns.\n13. The validity, interpretation, performance and enforcement of this Agreement, its construction and the rights, remedies and obligations arising by, under, through or on account of it, shall be governed and construed in accordance with the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. The Parties hereby irrevocably and unconditionally consent to the sole and exclusive venue and jurisdiction of the courts of the State of New York for any action, suit or proceeding arising out of or relating to this Agreement and hereby agree not to commence any action, suit or proceeding related thereto except in such courts.\n14. Except as otherwise provided in paragraph 8 above, this Agreement and all obligations of the parties hereunder, notwithstanding anything to the contrary that may be contained herein, shall terminate one (1) year from the date of this Agreement.\nManpower Inc., Comsys IT Partners, Inc.,\na Wisconsin corporation a Delaware corporation\nBy: /s/ Michael J. Lynch By: /s/ David L. Kerr\n Name: Michael J. Lynch Name: David L. Kerr\nVice President, General Counsel International Senior Vice President\n Title Title\nNovember 19, 2009 11/19/09\n Date Date\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 59 ], [ 60, 405 ], [ 405, 1102 ], [ 1102, 1168 ], [ 1168, 1343 ], [ 1343, 1624 ], [ 1624, 1912 ], [ 1912, 1991 ], [ 1992, 2035 ], [ 2036, 2077 ], [ 2077, 2370 ], [ 2370, 2539 ], [ 2539, 2623 ], [ 2623, 2753 ], [ 2753, 2829 ], [ 2829, 2955 ], [ 2955, 3141 ], [ 3142, 3623 ], [ 3623, 4033 ], [ 4034, 4295 ], [ 4295, 4465 ], [ 4465, 4600 ], [ 4600, 4688 ], [ 4688, 5088 ], [ 5088, 5310 ], [ 5311, 5733 ], [ 5734, 5735 ], [ 5735, 6409 ], [ 6410, 6833 ], [ 6833, 7178 ], [ 7179, 7291 ], [ 7291, 7508 ], [ 7508, 7698 ], [ 7698, 7987 ], [ 7988, 8261 ], [ 8262, 8549 ], [ 8549, 8791 ], [ 8791, 8911 ], [ 8911, 9028 ], [ 9028, 9185 ], [ 9185, 9370 ], [ 9370, 9509 ], [ 9509, 9653 ], [ 9653, 9779 ], [ 9779, 9793 ], [ 9793, 10473 ], [ 10474, 10835 ], [ 10836, 10837 ], [ 10837, 11079 ], [ 11080, 11330 ], [ 11330, 11497 ], [ 11497, 11728 ], [ 11729, 12031 ], [ 12031, 12197 ], [ 12197, 12468 ], [ 12468, 12656 ], [ 12657, 12902 ], [ 12903, 13284 ], [ 13284, 13613 ], [ 13614, 13862 ], [ 13863, 13903 ], [ 13904, 13950 ], [ 13951, 13997 ], [ 13998, 13999 ], [ 13999, 14005 ], [ 14005, 14041 ], [ 14042, 14109 ], [ 14110, 14111 ], [ 14111, 14122 ], [ 14123, 14141 ], [ 14141, 14149 ], [ 14150, 14151 ], [ 14151, 14160 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 21, 22, 23 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 27 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Contradiction", "spans": [ 61 ] }, "nda-12": { "choice": "Entailment", "spans": [ 5, 9 ] }, "nda-20": { "choice": "Entailment", "spans": [ 25, 26 ] }, "nda-3": { "choice": "Entailment", "spans": [ 4 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 4, 11, 13 ] }, "nda-17": { "choice": "Entailment", "spans": [ 25 ] }, "nda-8": { "choice": "Entailment", "spans": [ 19, 29 ] }, "nda-13": { "choice": "Entailment", "spans": [ 5, 7 ] }, "nda-5": { "choice": "Entailment", "spans": [ 4, 11, 13 ] }, "nda-4": { "choice": "Entailment", "spans": [ 11, 13 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0000948850/000095012310020820/p17071exv99wew4.htm" }, { "id": 592, "file_name": "1323115_0000950123-10-098499_c60911exv99wdw3.htm", "text": "Exhibit (d)(3)\nMUTUAL NON-DISCLOSURE AGREEMENT\nTHIS MUTUAL NON-DISCLOSURE AGREEMENT (\u201cAgreement\u201d) is made and entered into as of the 25th day of June, 2010 (\u201cEffective Date\u201d), between Cardiac Science Corporation, a Delaware corporation having its principal place of business at 3303 Monte Villa Parkway, Bothell, Washington 98021-8906, and Criticare Systems/Opto, a corporation having its principal place of business at 20925 Crossroads Circle, Waukesha WI 53186.\n1 . Purpose. The parties wish to engage in discussions regarding exploration of a business opportunity of mutual interest (\u201cAuthorized Purpose\u201d) and in connection with this Authorized Purpose, each party may disclose to the other certain confidential technical and business information which Owner desires Recipient to treat as confidential. The party disclosing Confidential Information is referred to herein as the \u201cOwner\u201d and the party receiving Confidential Information is referred to herein as the \u201cRecipient\u201d.\n2. \u201cConfidential Information\u201d means any information (including without limitation documents, computer data, or oral communications) disclosed by either party to the other party, either directly or indirectly, that is identified as confidential or other similar designation at the time of disclosure or is known or should reasonably be known by the Recipient to be confidential in nature. The existence and subject matter of the parties\u2019 discussions shall be treated as Confidential Information. Confidential Information may also include information disclosed to Owner by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by Owner; (ii) becomes publicly known and made generally available after disclosure by Owner to Recipient through no action or inaction of Recipient; (iii) is already in the possession of Recipient at the time of disclosure by Owner as shown by Recipient\u2019s files and records immediately prior to the time of disclosure; (iv) is obtained by Recipient from a third party without a breach of such third party\u2019s obligations of confidentiality; or (v) is independently developed by Recipient without use of or reference to Owner\u2019s Confidential Information, as shown by documents and other competent evidence in Recipient\u2019s possession.\n3. Legally Compelled Disclosure. If Recipient is required to disclose Owner\u2019s Confidential Information pursuant to a valid order by a court or other governmental body or as otherwise required by law, prior to any such compelled disclosure, Recipient will (i) notify Owner of the legal process, and allow Owner to assert the privileged and confidential nature of the Confidential Information against the third party seeking disclosure and (ii) reasonably cooperate with Owner in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. If such protection against disclosure is not obtained, Recipient will be entitled to disclose the Confidential Information, but only as and to the extent necessary to legally comply with such compelled disclosure.\n4. Non-use and Non-disclosure. Each party agrees to use any Confidential Information of the other party solely for the Authorized Purpose and not for any third party\u2019s benefit. Each party agrees to limit disclosures of Confidential Information of the other party to those employees and agents of Recipient who are required to have the information in order to evaluate or engage in discussions regarding the Authorized Purpose. Each party agrees that it will not disclose any of the Confidential Information to any third party without the express written consent of Owner. Neither party shall reverse engineer, disassemble or decompile any of the Confidential Information of the other party or any of the prototypes, software or other tangible objects which embody the Confidential Information of the other party and which are provided to the party hereunder. Certain Confidential Information may be considered material non-public information under Regulation FD promulgated by the Securities and Exchange Commission. Recipient acknowledges that the United States securities laws prohibit it or any person who has received material nonpublic information about the Owner from purchasing or selling securities of the Owner or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance on such information, and agrees not to purchase, sell or otherwise engage in transactions in Owner\u2019s stock based on such material nonpublic information until such time as the information becomes disseminated to the public either through a press release issued by Owner or through a filing made by Owner pursuant to the Securities Exchange Act of 1934, as amended; provided, however, that Recipient may make any disclosure or use of such information to which Owner gives its prior written consent.\n5. Maintenance of Confidentiality. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees and agents who have access to Confidential Information of the other party are subject to confidentiality obligations similar in scope and nature to the provisions hereof, prior to any disclosure of Confidential Information to such employees or agents. Each party shall reproduce the other party\u2019s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.\n6. No Obligation. Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.\n7. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED \u201cAS IS\u201d. EACH PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.\n8. Return of Materials. All documents and other tangible objects containing or representing Confidential Information which have been disclosed by either party to the other party, and all copies thereof which are in the possession of the other party, shall be and remain the property of Owner and shall be promptly returned to Owner upon Owner\u2019s written request or upon termination of this Agreement.\n9. No License. Nothing in this Agreement is intended to grant any rights to either party under any patent, mask work right or copyright of the other party, nor shall this Agreement grant any party any rights in or to the Confidential Information of the other party except as expressly set forth herein.\n10. Term. This Agreement covers the disclosure of all Confidential Information for a period of three (3) years commencing as of the Effective Date. Recipient\u2019s duty to protect the Confidential Information disclosed under this Agreement expires five (5) years from the date of receipt of Confidential Information (the \u201cConfidentiality Term\u201d). Either party may terminate this Agreement earlier by giving thirty (30) days prior written notice of termination to the other party. Upon the expiration or termination of this Agreement, the obligations of each party shall survive with respect to Confidential Information of the other party disclosed hereunder until such time as the respective Confidential Information becomes publicly known and made generally available through no action or inaction of Recipient or until the end of the Confidentiality Term, whichever occurs sooner. For the avoidance of doubt, upon termination of this Agreement, each party\u2019s obligation to keep the Confidential Information of the other party confidential for the Confidentiality Term shall apply even in the event where one party is acquired or merged by or into a third party, and such third party shall have the right to enforce this obligation as a third party beneficiary.\n11. Remedies. Each party agrees and acknowledges that any breach of this Agreement may cause irreparable harm to the other party for which monetary damages may be inadequate. Accordingly, the harmed party may be entitled to seek injunctive or other equitable relief to remedy any threatened or actual breach of this Agreement by the other party.\n12. Notice. Any notice or other communication under this Agreement given by either party to the other party shall be deemed to be properly given if given in writing and delivered (i) by nationally recognized private courier (e.g., Federal Express), (ii) facsimile directed at the signatory of the other party (at the number below), or (iii) by mail (return receipt requested), properly addressed and stamped with the required postage, to the recipient at the address identified in its signature block to this Agreement. Either party may from time to time change its fax number or address by giving the other party notice of the change in accordance with this Section.\n13. Miscellaneous. This document contains the entire agreement between the parties with respect to the subject matter hereof and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein. Each party represents, warrants and covenants that it has the full right and authority to enter into this Agreement and perform its obligations hereunder, that all required corporate approvals and authorizations have been obtained, and that, upon signature by its authorized representative listed below, this Agreement shall have been duly executed and be legally binding upon the respective party in all respects. This Agreement shall be governed by the laws of the State of Washington, without reference to conflict of laws principles. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto.\nIN WITNESS WHEREOF, the parties have executed this Agreement through their duly authorized representatives as of the Effective Date.\nCARDIAC SCIENCE CORPORATION\nSignature: /s/ Mark Daniel\nName: Mark Daniel\nTitle: Controller\nFax Number: 425-402-2012\nDate: 7/27/10\nFor: CSI/Opto Circuits\nSignature: /s/ Joseph LaPorta\nName: Joseph LaPorta\nCOO\nTitle: 262-798-5237\njoseph.laporta@csiusa.com\nFax Number:\n6/25/10\nE-mail Address:\nDate:\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 46 ], [ 47, 463 ], [ 464, 477 ], [ 477, 806 ], [ 806, 979 ], [ 980, 1368 ], [ 1368, 1475 ], [ 1475, 1566 ], [ 1566, 1641 ], [ 1641, 1756 ], [ 1756, 1896 ], [ 1896, 2066 ], [ 2066, 2189 ], [ 2189, 2375 ], [ 2376, 2409 ], [ 2409, 2631 ], [ 2631, 2814 ], [ 2814, 3012 ], [ 3012, 3225 ], [ 3226, 3257 ], [ 3257, 3403 ], [ 3403, 3653 ], [ 3653, 3798 ], [ 3798, 4085 ], [ 4085, 4243 ], [ 4243, 5134 ], [ 5135, 5170 ], [ 5170, 5347 ], [ 5347, 5783 ], [ 5783, 5962 ], [ 5963, 5981 ], [ 5981, 6225 ], [ 6226, 6242 ], [ 6242, 6292 ], [ 6292, 6507 ], [ 6508, 6532 ], [ 6532, 6907 ], [ 6908, 6923 ], [ 6923, 7210 ], [ 7211, 7221 ], [ 7221, 7359 ], [ 7359, 7553 ], [ 7553, 7686 ], [ 7686, 8089 ], [ 8089, 8467 ], [ 8468, 8482 ], [ 8482, 8643 ], [ 8643, 8813 ], [ 8814, 8826 ], [ 8826, 8993 ], [ 8993, 9063 ], [ 9063, 9149 ], [ 9149, 9334 ], [ 9334, 9481 ], [ 9482, 9501 ], [ 9501, 9782 ], [ 9782, 10197 ], [ 10197, 10320 ], [ 10320, 10440 ], [ 10440, 10552 ], [ 10553, 10685 ], [ 10686, 10713 ], [ 10714, 10740 ], [ 10741, 10758 ], [ 10759, 10776 ], [ 10777, 10801 ], [ 10802, 10815 ], [ 10816, 10838 ], [ 10839, 10868 ], [ 10869, 10889 ], [ 10890, 10893 ], [ 10894, 10913 ], [ 10914, 10939 ], [ 10940, 10951 ], [ 10952, 10959 ], [ 10960, 10975 ], [ 10976, 10981 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 25 ] }, "nda-16": { "choice": "Entailment", "spans": [ 38 ] }, "nda-15": { "choice": "Entailment", "spans": [ 38, 40 ] }, "nda-10": { "choice": "Entailment", "spans": [ 8 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-19": { "choice": "Entailment", "spans": [ 45, 46 ] }, "nda-12": { "choice": "Entailment", "spans": [ 10, 15 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 38 ] }, "nda-3": { "choice": "Entailment", "spans": [ 7 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 23 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 17, 18 ] }, "nda-13": { "choice": "Entailment", "spans": [ 10, 14 ] }, "nda-5": { "choice": "Entailment", "spans": [ 23 ] }, "nda-4": { "choice": "Entailment", "spans": [ 22 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001323115/000095012310098499/c60911exv99wdw3.htm" }, { "id": 593, "file_name": "1329919_0001193125-14-149149_d701401dex99d6.htm", "text": "Exhibit (d)(6)\nDecember 20, 2013\nPRIVATE AND CONFIDENTIAL\nMr. Mark Anderson, Managing Director\nMr. Lawrence Fey, Principal\nMr. Stephen Master, Vice President\nGTCR LLC\n300 N. LaSalle St.\nSuite 5600\nChicago, IL 60654\nRe: Non-Disclosure Agreement\nGentlemen:\nIn connection with your consideration of a potential consensual transaction negotiated directly by and between Vocus, Inc., a Delaware corporation (\u201cVocus\u201d and collectively with its subsidiaries, the \u201cCompany,\u201d \u201cwe\u201d or \u201cour\u201d), and you (a \u201cTransaction\u201d), we are prepared to make certain information available to you concerning the business, financial condition, operations, assets, prospects and liabilities of the Company. As a condition to our furnishing any such information to you and your Representatives (as defined below), you agree to treat such information in strict confidence in accordance with the provisions of this Non-Disclosure Agreement (this \u201cAgreement\u201d), and to take or refrain from taking the other actions as hereinafter expressly set forth.\nAs used in this Agreement, (i) the term \u201cRepresentative\u201d means, as to any person, such person\u2019s affiliates and its and their respective directors, officers, general partners, managers, members, employees, agents and advisors (including, without limitation, financial advisors, legal counsel and accountants), and with the written consent (including via email, which such consent shall not be unreasonably withheld or delayed) of the Company or as referenced on the attached Schedule A of this Agreement any consultants and potential financing sources; (ii) the term \u201caffiliate\u201d has the meaning given to that term in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d); and (iii) the term \u201cperson\u201d shall be broadly interpreted to mean all natural and legal persons, including, without limitation, any company, corporation, general or limited partnership, limited liability company, trust, or other entity.\n1. Evaluation Material.\nAs used in this Agreement, the term \u201cEvaluation Material\u201d means all information concerning the Company (whether furnished on or after the date hereof, whether prepared by the Company, its Representatives or otherwise, whether or not marked as being confidential, and irrespective of the form of communication, including oral as well as written and electronic communications) that is furnished to you or to your Representatives by or on behalf of the Company. The term \u201cEvaluation Material\u201d also includes all notes, analyses, compilations, studies, interpretations and other documents prepared by you or your Representatives which contain, reflect or are based upon, in whole or in part, the information that the Company or the Company\u2019s Representatives furnish to you or your Representatives. The term \u201cEvaluation Material\u201d does not include information that (a) has become generally known to the public other than as a result of a disclosure by you or your Representatives in breach of this Agreement, (b) was within your possession prior to it being furnished to you by or on behalf of the Company; provided, that the source of such information was not known by you (or reasonably should be known by you) to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information, (c) has become available to you on a non-confidential basis from a source other than the Company or any of the Company\u2019s Representatives if such source is not known by you (and should not reasonably be known by you) to be bound by a confidentiality agreement with, or any other contractual, legal, or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information, or (d) was independently developed by you without reference to any confidential information disclosed by the Company.\n2. Evaluation Material and Confidentiality.\nYou and your Representatives shall use the Evaluation Material solely for the purpose of considering, evaluating and negotiating a Transaction, shall not use any of the Evaluation Material for any other purpose, shall keep the Evaluation Material strictly confidential, and, except as provided in this Section 2 and in Section 4, shall not disclose any of the Evaluation Material in any manner whatsoever without the prior written consent of the Company; provided, however, that the Evaluation Material may be disclosed to your Representatives who need to know the information so disclosed for the purpose of evaluating or advising you with respect to considering, evaluating and negotiating a Transaction, and who are directed by you to keep such Evaluation Material confidential and who are provided with a copy of this Agreement. You shall be responsible for any breach of this Agreement by any of your Representatives, and you agree, at your sole expense, to take all commercially reasonable measures to assure that your Representatives do not make any prohibited or unauthorized disclosure or use (including in legal proceedings to the extent set forth in Section 4 of this Agreement) of the Evaluation Material. Without limiting the foregoing, neither you nor any of your affiliates or Representatives shall use any information obtained from the Evaluation Material to divert or attempt to divert any business or customer of the Company, or otherwise use any such information competitively against the Company.\n3. Transaction Information, Discussions and Confidentiality.\nExcept as set forth in Sections 2 and 4 of this Agreement, you agree that without the prior written consent of Vocus, neither you nor any of your Representatives shall disclose to any person the existence of this Agreement, the fact that the Evaluation Material exists or has been made available to you or any of your Representatives, the fact that you have any interest in pursuing a Transaction involving the Company, the fact that discussions or negotiations concerning a Transaction are or may be taking place, or have taken place between you and the Company (and/or any of the Company\u2019s Representatives), or any of the terms, conditions or other matters discussed between you and the Company (and/or any of the Company\u2019s Representatives) with respect thereto (the foregoing such information described in this sentence being hereafter referred to collectively as \u201cTransaction Information\u201d). Without limiting the generality of the foregoing and for purposes of clarification, except with the prior written consent of Vocus, you agree that neither you nor any of your Representatives acting on your behalf shall enter into any discussions or any agreement, understanding, plan or arrangement with any person regarding any equity or co-investment participation by that person or others with you in a Transaction and you shall not enter into any exclusivity agreement or arrangement with respect to a Transaction with any bank or other debt financing source.\n4. Legally Compelled Disclosure.\nIf you or any of your Representatives are required, requested or compelled in any judicial, governmental, administrative or other legal proceeding, or pursuant to subpoena, civil investigative demand or other compulsory process to disclose any Evaluation Material or any Transaction Information, you and such Representative shall first provide the Company with prompt written notice of any such requirement, request or compulsory demand, to the extent you or such Representatives may legally do so, so that the Company may seek, at the Company\u2019s sole expense, a protective order or other appropriate remedy, and shall consult with the Company with respect to the Company or you or such Representative taking steps to seek to resist or narrow the scope of such required or requested disclosure. It in the absence of a protective order or other remedy or the receipt of a waiver by the Company, you or any of your Representatives determine, after consultation with and upon the advice of legal counsel, that you or any such Representative are legally compelled to disclose Evaluation Material or Transaction Information to any tribunal or other public or governmental authority, or else stand liable for contempt or suffer other censure or penalty, you and any such Representative may disclose only that portion of the Evaluation Material or Transaction Information which you or any such Representative determine, after consultation with and upon the advice of legal counsel, is legally required to be disclosed; provided, that you or such Representative shall use commercially reasonable efforts to preserve the confidentiality of the Evaluation Material or Transaction Information so disclosed, including, without limitation, by cooperating with the Company to obtain, at the Company\u2019s sole expense, an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Evaluation Material or Transaction Information by such tribunal or other public or governmental authority.\n5. Termination of Discussions at Any Time Return of Evaluation Material.\nAt any time upon the request of the Company for any reason, you shall (and will direct your Representatives to) promptly, and in any event no later than 10 days after receipt of the request, deliver to the Company, or at your option, destroy, all Evaluation Material (including all copies, extracts and other reproductions thereof, whether in paper, electronic or other form or media) furnished to you or your Representatives by or on behalf of the Company pursuant to this Agreement; provided, however, that you and your Representatives shall be entitled to retain one complete copy, in electronic archival storage form, of all Evaluation Material in accordance with document retention laws or regulations applicable to you and to such other persons, as the case may be, but only to the extent that appropriate personnel whose primary function within your organization and within the organizations of such other persons, as the case may be, is information technology or compliance in nature will have unrestricted access to such retained information; and provided, further, however, that your legal counsel will be entitled to retain one complete copy of Evaluation Material in paper format as may be necessary to document your consideration of a Transaction for the purpose of establishing compliance with any applicable Non-Disclosure Agreement Page 4\nlaws or regulations and for defending and maintaining any litigation (or any arbitral or administrative case or proceeding) relating to this Agreement or the Evaluation Material; provided, that all such information shall continue to be kept confidential and shall be stored only in counsel\u2019s record archives to which access is not made generally available. The destruction of the Evaluation Material, including that prepared by you or your Representatives, shall be certified in writing to the Company by an authorized representative supervising such destruction. Notwithstanding the return or destruction of the Evaluation Material, you and your Representatives shall continue to be bound by your and their confidentiality obligations hereunder.\n6. Privileged Information.\nThe furnishing to you or your Representatives of any Evaluation Material shall not be deemed to waive or in any manner diminish any attorney-client privilege, attorney work-product protection or other privilege or protection applicable to any such Evaluation Material. The parties hereto acknowledge and agree that, in connection with your consideration of the potential Transaction only and not for any other purpose, they (a) are or may become joint defendants in legal proceedings to which such Evaluation Material relates, and (b) intend that all such privileges and protections shall remain intact should either party become subject to any legal proceedings to which such Evaluation Material is relevant. In furtherance of the foregoing, each party hereto agrees not to claim or contend that the other party has waived any attorney-client privilege, attorney work-product protection or other protection or privilege by providing information pursuant to this Agreement or any subsequent agreement (definitive or otherwise) regarding a Transaction into which the parties hereafter may enter.\n7. No Representation or Warranty as to Accuracy and Completeness of Evaluation Material.\nThe Company reserves the right, in its sole discretion, to determine what information it will provide or withhold (and, if provided, the form thereof), as well as the times and locations at which it elects to make such information available. Neither the Company nor any of its Representatives has made, hereby makes or will make any representation or warranty, express or implied, as to the accuracy or completeness of any of the Evaluation Material, except as may be provided in a written definitive agreement between the parties. You acknowledge and agree that neither the Company nor any of its Representatives shall have any obligation or liability to you or to any of your Representatives relating to or resulting from the use (by you or any of your Representatives) of the Evaluation Material or any inaccuracies or errors therein or omissions therefrom, except as may be provided in a written definitive agreement between the parties. You also acknowledge and agree that you are not entitled to rely on the accuracy or completeness of any Evaluation Material and that you shall be entitled to rely solely on such representations or warranties of the Company as may be made in a definitive agreement, if any, relating to a Transaction, when, as and if, entered into by the parties hereto and thereto and subject to such qualifications, limitations and restrictions as may be expressly specified therein.\n8. Standstill.\nYou agree that for a period of eighteen (18) months from and after the date hereof (the \u201cStandstill Period\u201d), neither you nor any of your affiliates, directly or indirectly, shall:\n(a) acquire, offer to acquire, or agree to acquire, whether by means of purchase or otherwise, any (i) securities (or any interest therein or right thereto) having statutory, organic or contractual voting power, whether or not contingent or upon exercise, conversion or exchange (\u201cVoting Securities\u201d), of the Company or (ii) assets or businesses of the Company or of any division or operating unit of the Company;\n(b) enter into any contract, arrangement, understanding, plan, agreement or commitment (whether oral or written) with respect to any Derivative Securities (as defined below);\n(c) make or in any way participate, directly or indirectly, in any \u201csolicitation\u201d of \u201cproxies\u201d or \u201cconsents\u201d (as such terms are used in the rules and published interpretations of the U.S. Securities and Exchange Commission (\u201cSEC\u201d)) to vote (or to withhold authority in respect of or abstain from voting), or seek to advise or influence any person with respect to the voting of (or the withholding of authority of or abstention from voting), any Voting Securities of the Company;\n(d) unless expressly invited to do so by the Board of Directors of Vocus (or any duly constituted committee thereof comprised wholly of independent directors of Vocus), make any public announcement with respect to, or submit to the Company or any of its affiliates, Representatives or any other person, any proposal, expression of interest, term sheet, memorandum of understanding, letter of intent, inquiry or offer (with or without conditions) providing for, in a single transaction or in any series of related transactions, any merger, consolidation, acquisition, business combination, share exchange, recapitalization, reorganization, divestiture, spin-off, split-off, cash or property distribution or any other extraordinary transaction involving the Company or any of the Company\u2019s securities, assets or businesses;\n(e) form, join or in any way engage or participate in a \u201cgroup,\u201d (within the meaning of Section 13(d)(3) of the Exchange Act) in connection with any Voting Securities of the Company;\n(f) act alone, or in concert with any other person(s), to seek to control or influence the management, board of directors, policies or affairs of the Company (including, without limitation, by seeking to place any individual on the Company\u2019s board of directors, seeking to have called any meeting of the Company\u2019s stockholders or seeking to advise, encourage or influence any person with respect to the voting of any securities of the Company for the election of individuals to the Company\u2019s board of directors or to approve stockholder proposals);\n(g) take any action that might require the Company to make a public announcement regarding any of the types of matters set forth in clause \u201c(a)\u201d or \u201c(d)\u201d of this sentence;\n(h) request or propose that the Company or any of the Company\u2019s Representatives amend or waive, or consider the amendment or waiver of, any provision set forth in this Section 8, either publicly or in any manner that would reasonably likely to lead to or require public disclosure of such request or proposal;\n(i) have any discussions or enter into any arrangements, understandings, plans, commitments or agreements (whether oral or written) with, act as a financing source for or otherwise invest in any significant manner with respect to, or advise, assist or encourage, any person in connection with any of the foregoing; or\n(j) at no time offer or communicate directly to the Company\u2019s shareholders in the form of a tender offer, exchange offer or otherwise in relation to the Transaction, unless expressly contemplated by a definitive agreement entered into between you (or one or more of your controlled affiliates) and the Company;\nprovided, however, that the restrictions set forth in this Section 8 shall terminate immediately upon (A) the public announcement by Vocus that it has entered into a definitive agreement with a third party for a transaction involving the acquisition of more than 50% of the outstanding equity securities of Vocus or all or substantially all of the assets (on a consolidated basis) of the Company or (B) any person or group publicly announces or commences a tender or exchange offer to acquire Voting Securities of Vocus, that, if successful, would result in such person or group beneficially owning more than 50% of the then outstanding Voting Securities of Vocus, and Vocus files a Schedule 14D-9 with respect to such tender or exchange offer that recommends that Vocus\u2019 stockholders accept such offer. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement.\nFor purposes of this Section 8, \u201cDerivative Securities\u201d means any securities that are the subject of any derivative or other transaction entered into by any person, which gives such person the economic equivalent of ownership of an amount of Company securities due to the fact that the value of the derivative is determined by reference or in relation to the price or value of such securities, irrespective of whether (i) such derivative conveys or confers to any person, or otherwise has ascribed to it, any voting rights or voting power or (ii) the derivative is capable of being or required to be settled by the payment of cash or through the delivery of such securities.\n9. Effect of Agreement.\nNo agreement providing for any Transaction currently exists and none shall be deemed to exist between the parties hereto unless and until a definitive written agreement for any such Transaction is hereafter negotiated, executed and delivered with the intention of being legally binding upon the parties hereto and any other necessary parties thereto. The parties hereto agree that unless and until a definitive agreement between them with respect to a Transaction has been executed and delivered by them and any such other parties, with the intention of being legally binding as aforesaid, neither party nor any of their respective affiliates shall be under any obligation of any kind whatsoever with respect to a Transaction, including any obligation to commence or continue discussions or negotiations with respect to a Transaction, by virtue of this Agreement or any other written or oral expression with respect to such a Transaction by the parties hereto or any of their Representatives. Without limiting the foregoing sentence (and subject to the provisions of Section 8 of this Agreement), each party hereto acknowledges and agrees that the other party hereto may disclose information about itself (if disclosed by you or your Representatives, to the extent not containing any Transaction Information or Evaluation Material, and if disclosed by the Company or its Representatives, to the extent not containing any Transaction Information) to, and enter into negotiations with, other persons or entities at any time without any obligation to notify the other party hereto of such disclosure or negotiations.\n10. Designated Contact Persons.\nEach party to this Agreement and its Representatives will designate appropriate contact persons for due diligence purposes. All communications regarding a Transaction, requests for additional information, requests for facility tours or management meetings and discussions or questions regarding procedures, will be directed exclusively to such contact persons, and neither party hereto nor any of its Representatives acting on such party\u2019s behalf will initiate or cause to be initiated any communication with any director, officer, employee, and to such person\u2019s knowledge any advisor, agent or regulator of the other party hereto or its Representatives, other than such contact persons or any other person directed by such contact persons, concerning the Evaluation Material (including any requests to obtain or discuss any Evaluation Material) or any possible Transaction. The contact person for the Company is: Jason Stack (jstack@stifel.com or 212-271-3868) or otherwise as directed in writing by the Company.\n11. Non-Solicitation.\nYou agree that, except as provided in a definitive agreement relating to a Transaction, for a period of one (1) year following the date of this Agreement, you shall not, and you shall not authorize, instruct, encourage or facilitate the ability of any of your Representatives and any person acting on behalf of to, in any manner, directly or indirectly, solicit for hire any of the officers or employees of the Company with whom you had contact or first became aware of during the process contemplated herein; provided, however, that the foregoing does not preclude you or your Representatives from: (a) soliciting employees through, or hiring employees who respond to, general job advertisements or similar notices that are not targeted specifically at the employees of the Company; or (b) soliciting or hiring employees whose employment has been terminated by the Company.\n12. Securities Law Compliance.\nIt is expected that the Evaluation Material will contain material information about the Company that has not been disclosed by the Company to the public generally. You hereby acknowledge that you are aware, and you agree to advise your Representatives who are informed as to the matters that are the subject of this Agreement, that the U.S. federal and many state securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters that are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any person under circumstances in which it is foreseeable that such person is reasonably likely to purchase or sell such securities.\n13. Remedies.\nThe Company and you each hereby acknowledge and agree that money damages would not be a sufficient remedy for breach of this Agreement by you or any of your Representatives or for breach of this Agreement by the Company or any of its Representatives and that therefore, both the Company and you shall be entitled to seek equitable relief, including injunctions and specific performance, as a remedy for any such breach without necessity of posting any bond or other security, and without proof of any actual damages. Such remedies shall nonetheless not be deemed to be the exclusive remedies for a breach of this Agreement, and shall be in addition to all other remedies available to you and to the Company at law or equity. In the event of litigation relating to this Agreement, the prevailing party shall be entitled to receive from the other party the reasonable legal fees and expenses incurred by the prevailing party in connection with such litigation, including any appeal therefrom.\n14. Existing Portfolio Investments.\nThe Company (i) acknowledges that as part of your ordinary conduct of business that you may, from time to time, analyze and invest in securities, instruments, businesses and assets of companies and other persons engaged in the same or a substantially similar line of business as is engaged in and conducted by the Company and that your review of Evaluation Material upon the terms and subject to the conditions of this Agreement may serve to enhance your knowledge and understanding of the marketing services industry to an extent and in a manner that cannot be separated from your own independent developed knowledge of such businesses and industries and (ii) agrees that, without limiting any of your obligations under this Agreement and provided that you are not in breach of any of your obligations under this Agreement, including, without limitation, the last sentence of Section 2 of this Agreement, this Agreement is not intended to and shall not be deemed to restrict your use of such overall independently developed knowledge and understanding of the marketing services industry strictly for your own internal analytical purposes, including the purchase, sale and consideration of, and voting decisions relating to, existing portfolio company investments made by you and your controlled affiliates.\nNotwithstanding anything in this Agreement to the contrary, the Company agrees that, to the extent you do not disclose the Evaluation Material or Transaction Information to entities controlled or otherwise managed, directly or indirectly, by you or your affiliates, none of the terms of this Agreement shall apply to such entities.\n15. Other Terms.\n(a) Waivers and Amendments. No failure or delay by any party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder. This Agreement may only be amended by the execution and delivery of a written agreement to which you and the Company are signatories.\n(b) Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal procedural and substantive laws of the State of Delaware, without reference to the conflict of law principles of that state.\n(c) Consent to Jurisdiction. The parties to this Agreement hereby irrevocably and unconditionally consent to submit to the jurisdiction of the state courts of the State of Delaware or of the United States District Court for the District of Delaware for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby, and further agree that service of any process, summons, notice or document by United States registered mail, postage prepaid, to their address set forth herein shall be effective service of process for any action, suit or proceeding brought against it in any such court. The parties to this Agreement hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in the state courts of the State of Delaware or of the United States District Court for the District of Delaware, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.\n(d) Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning the confidentiality of Transaction Information and Evaluation Material, the standstill agreements, the no-solicitation agreement and the other covenants, undertakings and subject matter set forth in this Agreement.\n(e) Construction. The parties hereto acknowledge and agree that they have both participated in the negotiations and preparation of this Agreement. Accordingly, the parties further agree that no presumption or burden of proof shall be raised in any question of interpretation of this Agreement based upon any assertion that one party or the other has drafted this Agreement or any provision hereof.\n(f) Term. This Agreement, and the parties\u2019 respective rights and obligations hereunder, shall terminate on the second anniversary of the date hereof; provided that any Evaluation Material that is a trade secret shall remain confidential for so long as such Evaluation Material is considered a trade secret under applicable law.\nPlease confirm your agreement with the foregoing by signing and returning one copy of this letter to the undersigned, whereupon this letter shall become a binding agreement between you and Vocus.\nVery truly yours,\nVocus, Inc.\nBy: /s/ Stephen A. Vintz\nName: Stephen A. Vintz\nTitle: Executive Vice President/Chief Financial Officer\nAccepted and agreed as of the date first written above.\nGTCR LLC\nBy: /s/ Joseph Navea\nName: Joseph Navea\nTitle: Documentation Coordinator\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 32 ], [ 33, 57 ], [ 58, 94 ], [ 95, 122 ], [ 123, 157 ], [ 158, 166 ], [ 167, 185 ], [ 186, 196 ], [ 197, 214 ], [ 215, 234 ], [ 234, 243 ], [ 244, 254 ], [ 255, 678 ], [ 678, 1016 ], [ 1017, 1044 ], [ 1044, 1569 ], [ 1569, 1761 ], [ 1761, 1992 ], [ 1993, 2016 ], [ 2017, 2476 ], [ 2476, 2810 ], [ 2810, 2875 ], [ 2875, 3019 ], [ 3019, 3412 ], [ 3412, 3825 ], [ 3825, 3939 ], [ 3940, 3983 ], [ 3984, 4817 ], [ 4817, 5202 ], [ 5202, 5500 ], [ 5501, 5561 ], [ 5562, 6457 ], [ 6457, 7020 ], [ 7021, 7053 ], [ 7054, 7848 ], [ 7848, 9072 ], [ 9073, 9145 ], [ 9146, 10500 ], [ 10501, 10858 ], [ 10858, 11065 ], [ 11065, 11247 ], [ 11248, 11274 ], [ 11275, 11544 ], [ 11544, 11699 ], [ 11699, 11806 ], [ 11806, 11985 ], [ 11985, 12369 ], [ 12370, 12458 ], [ 12459, 12701 ], [ 12701, 12991 ], [ 12991, 13401 ], [ 13401, 13868 ], [ 13869, 13883 ], [ 13884, 14064 ], [ 14065, 14164 ], [ 14164, 14385 ], [ 14385, 14478 ], [ 14479, 14653 ], [ 14654, 15132 ], [ 15133, 15954 ], [ 15955, 16137 ], [ 16138, 16686 ], [ 16687, 16858 ], [ 16859, 17168 ], [ 17169, 17486 ], [ 17487, 17797 ], [ 17798, 17900 ], [ 17900, 18197 ], [ 18197, 18602 ], [ 18602, 18727 ], [ 18728, 19146 ], [ 19146, 19270 ], [ 19270, 19402 ], [ 19403, 19426 ], [ 19427, 19778 ], [ 19778, 20420 ], [ 20420, 21040 ], [ 21041, 21072 ], [ 21073, 21197 ], [ 21197, 21948 ], [ 21948, 22086 ], [ 22087, 22108 ], [ 22109, 22709 ], [ 22709, 22896 ], [ 22896, 22983 ], [ 22984, 23014 ], [ 23015, 23179 ], [ 23179, 23769 ], [ 23770, 23783 ], [ 23784, 24301 ], [ 24301, 24509 ], [ 24509, 24774 ], [ 24775, 24810 ], [ 24811, 24823 ], [ 24823, 25467 ], [ 25467, 26118 ], [ 26119, 26450 ], [ 26451, 26467 ], [ 26468, 26496 ], [ 26496, 26797 ], [ 26797, 26930 ], [ 26931, 26950 ], [ 26950, 27158 ], [ 27159, 27188 ], [ 27188, 27804 ], [ 27804, 28351 ], [ 28352, 28374 ], [ 28374, 28671 ], [ 28672, 28690 ], [ 28690, 28819 ], [ 28819, 29069 ], [ 29070, 29080 ], [ 29080, 29397 ], [ 29398, 29593 ], [ 29594, 29611 ], [ 29612, 29623 ], [ 29624, 29648 ], [ 29649, 29671 ], [ 29672, 29727 ], [ 29728, 29783 ], [ 29784, 29792 ], [ 29793, 29813 ], [ 29814, 29832 ], [ 29833, 29865 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 33 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Contradiction", "spans": [ 21 ] }, "nda-19": { "choice": "Entailment", "spans": [ 42, 114 ] }, "nda-12": { "choice": "Entailment", "spans": [ 23, 27 ] }, "nda-20": { "choice": "Entailment", "spans": [ 39, 40 ] }, "nda-3": { "choice": "Entailment", "spans": [ 21 ] }, "nda-18": { "choice": "Entailment", "spans": [ 84 ] }, "nda-7": { "choice": "Entailment", "spans": [ 17, 29 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 36 ] }, "nda-13": { "choice": "Entailment", "spans": [ 23, 26 ] }, "nda-5": { "choice": "Entailment", "spans": [ 17, 29 ] }, "nda-4": { "choice": "Entailment", "spans": [ 29 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001329919/000119312514149149/d701401dex99d6.htm" }, { "id": 594, "file_name": "1332602_0001193125-12-512465_d454990dex99d2.htm", "text": "Exhibit (d)(2)\nDecember 7, 2012\nJAB Beech Inc.\n2200 Pennsylvania Avenue, NW\nWashington, DC 20052\nNon-Disclosure Agreement\nLadies and Gentlemen:\nIn connection with a possible negotiated transaction (the \u201cPossible Transaction\u201d) with Caribou Coffee Company, Inc., a Minnesota corporation (the \u201cSeller\u201d), the Seller expects to make available to JAB Beech Inc. (\u201cyou\u201d or, together with Seller, the \u201cparties\u201d) certain information concerning itself and its business, financial condition, operations, assets and liabilities. As a condition to such information being furnished to you, the stockholders of your ultimate parent, and your direct and indirect affiliates, directors, officers, employees, agents, advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors), BDT Capital Partners LLC and any other specific financing source that the Seller approves to be included as a Representative, such approval of the Seller not to be unreasonably withheld, conditioned or delayed (collectively, \u201cRepresentatives\u201d), you agree to treat any information concerning the Seller (whether prepared by the Seller, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to you or your Representatives now or in the future by or on behalf of the Seller (herein collectively referred to as the \u201cEvaluation Material\u201d) in accordance with, and subject to, the provisions of this letter agreement (this \u201cAgreement\u201d), and to take or abstain from taking certain other actions hereinafter set forth.\n1. Evaluation Material. The term \u201cEvaluation Material\u201d shall include information (including historical financial information that has not been publicly disclosed) concerning Seller pertaining to legal and regulatory matters, customers, depositors, vendors, projections, forecasts or investments, and all records, notes, computer data, analyses, compilations, studies, reports, interpretations or other documents to the extent containing, in whole or in part, the information furnished to you or your Representatives by or on behalf of the Seller, provided, that the term \u201cEvaluation Material\u201d does not include information which (1) is or becomes generally available to the public other than as result of a breach of this Agreement by you or your Representatives, (ii) was within your possession prior to it being furnished to you by or on behalf of the Seller, provided that the source of such information was not known after reasonable due inquiry by you to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the Seller or any other party with respect to such information, or (iii) is independently developed by you or by others on your behalf without violating any of your obligations under this Agreement, or (iv) becomes available to you on a non-confidential basis from a source other than the Seller or its advisors, provided that such source is not known by you to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Seller or another party.\n2. Use of Evaluation Material. You agree that you and your Representatives will use the Evaluation Material solely for the purpose of proposing, evaluating, negotiating and consummating a Possible Transaction in accordance with the terms of this Agreement (the \u201cEvaluation\u201d) and that any other use of the Evaluation Material will constitute a breach of this Agreement. You agree to keep the Evaluation Material strictly confidential and not to use or disclose the Evaluation Material without the prior written consent of the Seller, except that, subject to the provisions hereof, you may disclose Evaluation Material to your Representatives to the extent that they need to know such Evaluation Material for purposes of the Evaluation, provided such Representatives are informed of the confidential nature of the Evaluation Material and the material terms of this Agreement and agree to be bound by the confidentiality provisions hereof (it being understood that, except in the case of financing sources, the foregoing shall not require any agreement in writing), and provided further that you shall be responsible for any unauthorized use or disclosure of Evaluation Material by your Representatives. You shall not make more copies of the Evaluation Material than are reasonably necessary to perform the Evaluation.\n3. Non-Disclosure of Possible Transaction. Except as set forth elsewhere in this Agreement, each of the parties hereby acknowledges and agrees that, without the other party\u2019s prior written consent, it will not disclose to any third party the existence of this Agreement, the fact that any Evaluation Material has been made available hereunder, or that discussions are taking place concerning the Possible Transaction or any of the terms, conditions or other facts with respect thereto.\n4. Required Disclosure of Evaluation Material. In the event that (i) you or any of your Representatives are requested or required by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which your securities are listed or quoted, to disclose any of the Evaluation Material or (ii) either party or any of its Representatives are requested or required by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which its securities are listed or quoted, to disclose that discussions are taking place concerning the Possible Transaction, such party shall provide the other party with prompt notice of any such request or requirement so that such other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver, such first party or any of its Representatives are nonetheless legally compelled by any requirement described in the first sentence of this Section 4 to disclose the Evaluation Material to such third party, such party or its Representative may, without liability hereunder, disclose to such third party only that portion of the Evaluation Material, or of the facts relating to the discussions taking place, which its counsel advises in writing is legally required to be disclosed, provided that such party exercises reasonable efforts to preserve the confidentiality of the Evaluation Material and the discussions taking place, including, without limitation, by cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded thereto by any third party to which disclosure is made.\n5. Privileged Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their mutual desire, intention and understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Any Evaluation Material that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under such privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege.\n6. Compliance with Securities Laws. You hereby acknowledge that you are aware of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, nonpublic information from the issuer of the securities or any affiliate thereof and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance on such information for so long as the information remains material and non-public and agree to comply with such securities laws.\n7. Standstill. You hereby agree that, from and after the date of this Agreement and until the earliest of (i) two years after the date on which discussions concerning the possibility of the Possible Transaction have terminated, (ii) the date on which the Seller or any of its subsidiaries approves or enters into an agreement with a third party that contemplates a merger, consolidation, tender offer, exchange offer or similar business combination, (each, a \u201cMerger\u201d), unless it can be determined based on publicly available information at the time of announcement of such agreement that such Merger would result in the Seller\u2019s stockholders immediately prior to the Merger holding, immediately following such Merger, directly or indirectly, at least 50% of the voting equity securities of either the entity resulting from such Merger or, if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of all of the outstanding voting equity securities of such entity surviving the Merger, (iii) the date on which the Seller or any of its subsidiaries approves or enters into an agreement with a third party that contemplates the sale of greater than 50% of the assets of Seller or the acquisition of greater than 50% of any shares of any class of securities by Seller by tender offer, exchange offer or otherwise (each of the events listed in clauses (ii) and (iii), a \u201cChange of Control Event\u201d), (iv) the date on which the Seller publicly announces that it is conducting a process contemplating a Change of Control Event and (v) the date on which the parties enter into any definitive agreement contemplating a Change of Control Event, neither you nor any of your Representatives will in any manner, directly or indirectly, (a) effect, seek, offer or propose (whether publicly or otherwise), or cause or participate in or in any way assist any other person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in, (1) any acquisition of beneficial ownership of any securities or assets of the Seller (other than with respect to any acquisitions in the ordinary course for passive investment purposes of up to an aggregate of 1% of the outstanding securities of any class of the securities of the Seller);\n(2) any tender or exchange offer, merger or other business combination involving the Seller; (3) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Seller; or (4) any-solicitation of \u201cproxies (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote--any voting securities of the Seller; (b) form, join or in any way participate in a \u201cgroup (as defined under the Exchange Act) with-respect to any securities of the Seller or otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Seller; (c) take any action which would reasonably be expected to require the Seller to make a public announcement regarding any of the types of matters set forth in (a) or (b) above; or (d) enter into any discussions or arrangements with any third party with respect to any of the foregoing. Notwithstanding anything to the contrary in this Agreement, following the period described in the foregoing sentence, nothing in this Agreement (including the prohibitions on use and disclosure set forth in sections 2, 3 and 4 hereof) shall, directly or indirectly, prevent or otherwise limit you or your Representatives from taking any actions referred to in clauses (a)-(d) of this section 7 or related thereto, and in each case without notice to or consultation with the Seller. The Seller also agrees during such period not to publicly request you (or your Representatives), directly or indirectly, to amend or waive any provision of this section (including this sentence). The Seller represents and warrants that, as of the date of this Agreement, neither you nor any of your affiliates owns, of record or beneficially, any voting securities of the Seller, or any securities convertible into or exercisable for any voting securities of the Seller (other than such ownership by your affiliates of up to an aggregate of 1% of such securities).\n8. Termination of Discussions. You understand and agree that (a) the Seller (i) may terminate your access to Evaluation Material at any time, (ii) shall be free to conduct any process for a Possible Transaction as it in its sole discretion shall determine and (iii) shall be free at its sole discretion at any time to accept or reject any proposal relating to a Possible Transaction for any reason without notice to you or any third party, and (b) you shall have no claim against the Seller or its Representatives in connection with any of the foregoing. If you decide that you do not wish to proceed with the Possible Transaction, you will promptly inform the Seller in writing. In that case, or at any time upon the request of the Seller for any reason, you will as promptly as practicable deliver to the Seller or destroy any and all Evaluation Material furnished to you or your Representatives and no copy thereof shall be retained, and you shall provide written confirmation of such destruction, provided, that (i) you or your Representatives may, subject to the terms of this Agreement, retain any electronic records or files containing Evaluation Material which have been created pursuant to automatic archiving and back-up procedures which cannot reasonably be deleted; provided that neither you nor your Representatives access such archives or back-up tapes for purposes of retrieving Evaluation Material, (ii) your outside legal counsel may, subject to the terms of this Agreement, retain in its files a copy of any Evaluation Material solely for use in connection with any disputes between the parties relating to the Evaluation Material or a possible negotiated transaction involving the parties and (iii) your Representatives that are accounting firms, investment banks or similar organizations may, subject to the terms of this Agreement, retain copies of the Evaluation Material in accordance with policies and procedures implemented by such persons in order to comply with applicable law, regulation or professional standards (provided that such Representatives do not provide you access to any such retained Evaluation Material). Notwithstanding the return or destruction of the Evaluation Material, you and your Representatives will continue to be bound by your obligations of confidentiality and nonuse and other obligations hereunder for a period of two years from the date first set forth above.\n9. Non-Solicitation. In consideration of the Evaluation Material being furnished to you, you agree that for a period of two years from the date hereof, you will not, directly or indirectly, solicit for employment or employ any of the employees of the Seller while such employees remain employed by the Seller or its affiliates, provided, that this Agreement shall not prohibit (i) any general advertisement or general solicitation that is not specifically targeted at such persons; or (ii) the hiring of any such persons who initiate discussions with you regarding such employment without any direct or indirect solicitation by you.\n10. No Representation of Accuracy. You understand and acknowledge that the Seller and its Representatives: (i) make no representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material, and (ii) shall have no liability to you or your Representatives relating to or resulting from the use of or reliance upon the Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a definitive agreement regarding the Possible Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.\n11. Waiver. It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\n12. Contacts. You agree that none of you or your Representatives who are aware of the Evaluation Material and/or a Possible Transaction will initiate or cause to be initiated any communication with any director, officer or employee of the Seller concerning the Evaluation Material or a Possible Transaction, provided that the foregoing shall not prohibit any communication with the Chairman of the Board of Directors of the Seller or any person identified by the Seller or its Representatives to you or your Representatives as having knowledge of a Possible Transaction.\n13. Remedies. You hereby agree that your failure to perform any obligation or duty under this Agreement will cause irreparable harm to the Seller, which harm cannot be adequately compensated for by money damages. It is further agreed by you that an order of specific performance or for injunctive relief against you in the event of a breach or default under the terms of this Agreement would be equitable and would not work a hardship on you. Accordingly, in the event of a breach or default by you hereunder, the Seller, without any bond or other security being required and in addition to whatever other remedies are or might be available at law or in equity, shall have the right either to compel specific performance by, or to obtain injunctive relief against you, with respect to any obligation or duty herein or breach thereof. You agree to reimburse the Seller for all costs and expenses (including, without limitation, attorney\u2019s fees and expenses) of enforcing the Seller\u2019s rights under this Agreement. This Section shall not operate to limit any other rights or remedies of the Seller.\n14. Severability. In case any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law.\n15. No Definitive Agreement. You hereby agree that unless and until a definitive agreement regarding the Possible Transaction is executed, neither the Seller nor you will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this Agreement, except for matters specifically agreed to herein.\n16. Assignment. The Seller reserves the right to assign all of its rights, powers and privileges under this Agreement, including without limitation the right to enforce all of the terms of this Agreement, to successors or affiliates of the Seller or any person who acquires a majority of the outstanding stock or all or substantially all of the assets of the Seller. Except as expressly permitted above, the Seller shall not have the right to assign this Agreement or its rights or obligations under this Agreement without your prior written consent. You acknowledge and agree that you may not assign or otherwise delegate your obligations or duties under this Agreement to any other person. Any assignment in violation of this Agreement shall be null and void ab initio.\n17. Governing Law: Forum. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Minnesota, without giving effect to the principles of conflicts of laws thereof that would compel the application of the substantive laws of another jurisdiction. In any dispute between the parties arising out of or relating to this Agreement, each party irrevocably and unconditionally (i) consents and submits to the jurisdiction and venue of the state or federal courts located in Hennepin County, Minnesota; (ii) consents to service of process by first class certified mail, return receipt requested, postage prepaid.\n18. Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT.\n19. Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning subject matter hereof, and no modification of this Agreement or waiver of the terms and conditions hereof shall he binding upon either party hereto, unless approved in writing by each such party.\n20. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures of the parties transmitted by facsimile or other electronic transmission shall be deemed to be their original signatures for purpose of this Agreement.\nPlease confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Seller.\nVery truly yours,\nCaribou Coffee Company, Inc.\nBy: /s/ Dan E. Lee\n Name: Dan E. Lee\n Its: S.V.P, General Counsel & Secretary\nAccepted and agreed to as of the date first written above:\nJAB Beech Inc.\nBy: /s/ Joachim Creus\n Name: Joachim Creus\n Its: President\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 31 ], [ 32, 46 ], [ 47, 65 ], [ 65, 75 ], [ 76, 96 ], [ 97, 112 ], [ 112, 121 ], [ 122, 143 ], [ 144, 517 ], [ 517, 1573 ], [ 1574, 1598 ], [ 1598, 2202 ], [ 2202, 2337 ], [ 2337, 2736 ], [ 2736, 2871 ], [ 2871, 3140 ], [ 3141, 3172 ], [ 3172, 3510 ], [ 3510, 4342 ], [ 4342, 4456 ], [ 4457, 4500 ], [ 4500, 4942 ], [ 4943, 4990 ], [ 4990, 5008 ], [ 5008, 5442 ], [ 5442, 6160 ], [ 6160, 7110 ], [ 7111, 7138 ], [ 7138, 7821 ], [ 7821, 8088 ], [ 8088, 8266 ], [ 8267, 8303 ], [ 8303, 8879 ], [ 8880, 8895 ], [ 8895, 8986 ], [ 8986, 9108 ], [ 9108, 9903 ], [ 9903, 10265 ], [ 10265, 10274 ], [ 10274, 10311 ], [ 10311, 10440 ], [ 10440, 10639 ], [ 10639, 10867 ], [ 10867, 11157 ], [ 11158, 11251 ], [ 11251, 11383 ], [ 11383, 11561 ], [ 11561, 11840 ], [ 11840, 11998 ], [ 11998, 12005 ], [ 12005, 12019 ], [ 12019, 12125 ], [ 12125, 12493 ], [ 12493, 12607 ], [ 12607, 12803 ], [ 12803, 13171 ], [ 13172, 13203 ], [ 13203, 13233 ], [ 13233, 13248 ], [ 13248, 13314 ], [ 13314, 13432 ], [ 13432, 13616 ], [ 13616, 13727 ], [ 13727, 13852 ], [ 13852, 14188 ], [ 14188, 14587 ], [ 14587, 14884 ], [ 14884, 15319 ], [ 15319, 15588 ], [ 15589, 15610 ], [ 15610, 15966 ], [ 15966, 16074 ], [ 16074, 16221 ], [ 16222, 16257 ], [ 16257, 16329 ], [ 16329, 16456 ], [ 16456, 16644 ], [ 16644, 16893 ], [ 16894, 16906 ], [ 16906, 17224 ], [ 17225, 17239 ], [ 17239, 17795 ], [ 17796, 17810 ], [ 17810, 18009 ], [ 18009, 18239 ], [ 18239, 18630 ], [ 18630, 18808 ], [ 18808, 18891 ], [ 18892, 18910 ], [ 18910, 19293 ], [ 19294, 19323 ], [ 19323, 19631 ], [ 19632, 19648 ], [ 19648, 19999 ], [ 19999, 20183 ], [ 20183, 20324 ], [ 20324, 20403 ], [ 20404, 20430 ], [ 20430, 20689 ], [ 20689, 20813 ], [ 20813, 20938 ], [ 20938, 21047 ], [ 21048, 21074 ], [ 21074, 21289 ], [ 21290, 21312 ], [ 21312, 21590 ], [ 21591, 21609 ], [ 21609, 21784 ], [ 21784, 21946 ], [ 21947, 22153 ], [ 22154, 22171 ], [ 22172, 22200 ], [ 22201, 22219 ], [ 22220, 22221 ], [ 22221, 22237 ], [ 22238, 22239 ], [ 22239, 22278 ], [ 22279, 22337 ], [ 22338, 22352 ], [ 22353, 22374 ], [ 22375, 22376 ], [ 22376, 22395 ], [ 22396, 22397 ], [ 22397, 22411 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 26, 65, 66 ] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 23 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 13 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 70 ] }, "nda-12": { "choice": "Entailment", "spans": [ 13, 16, 28 ] }, "nda-20": { "choice": "Entailment", "spans": [ 66, 67, 68, 69 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 72 ] }, "nda-7": { "choice": "Entailment", "spans": [ 11, 20 ] }, "nda-17": { "choice": "Entailment", "spans": [ 21 ] }, "nda-8": { "choice": "Entailment", "spans": [ 25, 26, 27 ] }, "nda-13": { "choice": "Entailment", "spans": [ 13, 17 ] }, "nda-5": { "choice": "Entailment", "spans": [ 11, 20 ] }, "nda-4": { "choice": "Entailment", "spans": [ 19 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001332602/000119312512512465/d454990dex99d2.htm" }, { "id": 597, "file_name": "1363033_0001144204-06-024852_v045245_ex10-8.htm", "text": "EXHIBIT 10.8\nAGREEMENT CONCERNING NON-DISCLOSURE/NON-CIRCUMVENTION\nIt is understood that this is a Proprietary Information and Non-Competition Agreement with regards to Yann Mellet (\u201cMellet\u201d) and Sweetskinz, Inc., a Pennsylvania corporation (\u201cSweetskinz\u201d). Mellet and Sweetskinz shall be sometimes collectively be referred to as \u201cParties\". It is understood further that changes to this Agreement must be in writing and acknowledged by the Parties.\nThe Agreement contains material restrictions on Mellet\u2019s right to (i) compete with Sweetskinz, or (ii) disclose or use information learned or developed by Mellet through his association with or as an employee of Sweetskinz from the beginning of time through April 4, 2016 (\u201cTerm\u201d).\n1. CONSIDERATION\nMellet shall receive 5,123,878 shares of Sweetskinz common stock (\u201cShares\u201d) as full consideration for this Agreement.\n2. NON-COMPETITION AND NON-SOLICITATION\n(a) In consideration of Sweetskinz\u2019s agreement to provide Mellet with the Shares, Mellet agrees:\n(1) to refrain, directly or indirectly, during the Term from accepting business from, doing business with, inducing or soliciting any Sweetksinz customers to whom Mellet rendered any services during the course of Mellet\u2019s employment with Sweeetskinz, to do business with Mellet, or with any other person or entity, in competition with the type of services performed by Mellet for Sweetskinz except on behalf of and as an authorized representative of Sweetskinz.\n(2) to refrain, directly or indirectly, during the Term from accepting business from, doing business with or inducing or soliciting, any Sweetskinz vendor who is instrumental in any aspect of the design, development, production or sales of any Sweetskinz product.\n(3) to refrain, directly or indirectly, during the Term from having any interest in or association with any business which competes with Sweetskinz pneumatic colorized tire products or any other future Products produced by Sweetskinz. Such entities shall include any related entity in which Mellet or his immediate family is a shareholder, director, officer, employee, partner, proprietor, joint venturer, consultant or otherwise, anywhere worldwide.\n(4) any idea, concept, technique, invention, creation, copyrightable or patentable work (\"Product\") relating to pneumatic colorized tires or other products sold or developed by Sweetskinz, that Mellet is instrumental in creating, developing or producing, or helping to create, develop or produce, during the time that Mellet is employed by Sweetskinz shall be considered owned by Sweetskinz, whether conceived by Mellet individually or jointly, on or off Sweetskinz's premises. Mellet hereby irrevocably assigns such Product to Sweetskinz and authorizes Sweetskinz to execute on Mellet\u2019s behalf such documents as it may deem necessary to confirm and protect its interests therein. However, Mellet may develop products which do not in any material way compete with any Product of Sweeetskinz so long as such development is of no cost to Sweetskinz, is done after \u201cworking hours\u201d (defined as 45-hour work week) and does not interfere with Mellet\u2019s responsibilities as the Chief Technology Officer of Sweetskinz.\nMellet acknowledges that this Section 2 is reasonable, among other things, because Sweetskinz anticipates selling its products on all continents of the world and developing relationships with manufacturers, wholesalers and retailers on such continents\n3. CONFIDENTIALITY:\nEach Party agrees at all times during the Term to hold in the strictest confidence, and not use, except for the benefit of the Parties or to disclose, transfer or reveal, directly or indirectly to any person or entity any confidential information.\n4. INJUNCTIVE RELIEF:\nIf Sweetskinz so elects, Sweetskinz shall be entitled, in addition to all other remedies available, including but not limited to actual, compensatory and punitive damages, or to specifically enforce the performance by Mellet and to enjoin the violation by Mellet of any provision hereof. Moreover, the parties hereto acknowledge that the damages suffered by Sweetskinz as a result of any violations of Section 2 by Mellet may be difficult to ascertain and Sweetskinz may not have an adequate remedy at law. Accordingly, the parties agree that in the event of a breach by Mellet of Paragraph 2, Sweetskinz shall be entitled to specific enforcement by injunctive relief of Mellet\u2019s obligations to Sweetskinz, without bond and such remedies shall not be deemed to be exclusive of any other remedies available to Sweetskinz, by judicial or arbitral proceedings or otherwise.\nThe remedies referred to above shall not be deemed to be exclusive of any other remedies available to Sweetskinz, by judicial or arbitral proceedings or otherwise, including to enforce the performance or observation of the covenants and agreements contained in this Agreement.\n5. ATTORNEY\u2019S FEES:\nIt is agreed that if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of this Agreement the successful Party or Parties, as the case may be, shall be entitled to recover reasonable attorney\u2019s fees and other costs incurred in that proceeding in addition to any other relief or judgment to which it may be entitled.\n6. GENERAL:\nThe obligations under the Agreement are binding upon the heirs, assigns and legal representatives. This Agreement is governed by the laws of Pennsylvania. If any of this Agreement is more restrictive than permitted by law in any jurisdiction in which enforcement is sought, this Agreement will be limited only to the extent necessary to bring this Agreement within the law of such jurisdiction and other provisions of the Agreement will remain in force.\nThe parties signing below have read and understood this Agreement and agree to its terms and conditions.\nApril 6, 2006\nSWEETSKINZ, INC.\nBy: /s/ Andrew Boyland\nAndrew Boyland\nChief Executive Officer\n/s/ Yann Mellet\nMr. Yann Mellet\n", "spans": [ [ 0, 12 ], [ 13, 66 ], [ 67, 257 ], [ 257, 340 ], [ 340, 447 ], [ 448, 514 ], [ 514, 546 ], [ 546, 729 ], [ 730, 746 ], [ 747, 864 ], [ 865, 904 ], [ 905, 1001 ], [ 1002, 1463 ], [ 1464, 1727 ], [ 1728, 1963 ], [ 1963, 2178 ], [ 2179, 2657 ], [ 2657, 2860 ], [ 2860, 3188 ], [ 3189, 3440 ], [ 3441, 3460 ], [ 3461, 3708 ], [ 3709, 3730 ], [ 3731, 4019 ], [ 4019, 4238 ], [ 4238, 4601 ], [ 4602, 4878 ], [ 4879, 4898 ], [ 4899, 5354 ], [ 5355, 5366 ], [ 5367, 5466 ], [ 5466, 5522 ], [ 5522, 5820 ], [ 5821, 5925 ], [ 5926, 5939 ], [ 5940, 5956 ], [ 5957, 5979 ], [ 5980, 5994 ], [ 5995, 6018 ], [ 6019, 6034 ], [ 6035, 6050 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 18 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 21 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Contradiction", "spans": [ 21 ] }, "nda-4": { "choice": "Entailment", "spans": [ 21 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001363033/000114420406024852/v045245_ex10-8.htm" }, { "id": 599, "file_name": "1367408_0001367408-06-000002_risb2ex105.htm", "text": "`\nCONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nEffective Date: 11/22/05\nIn order to protect certain confidential information which may be disclosed by Raphael Industries, Inc (\"Company\") to Marketing Software Company (\"MSC\"), it is agreed that:\n1. The confidential information disclosed by Company to MSC under this Agreement is described as: customer and prospective customer contact data (\"Information\").\n2. MSC shall protect the Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Information as MSC uses to protect its own confidential information of a like nature.\n3. This Agreement imposes no obligation upon MSC with respect to the Information which (a) was in MSC's possession before receipt from the Company; (b) is or becomes a matter of public knowledge through no fault of MSC; (c) is rightfully received by MSC from a third party without a duty of confidentiality; (d) is disclosed by the Company to a third party without a duty of confidentiality on the third party; (e) is independently developed by MSC; (f) is disclosed under operation of law; or (g) is disclosed by MSC with the Company's prior approval.\n4. MSC recognizes that the Information is the sole property of Company, is confidential, and is to be held by MSC in the strictest confidence.\n5. MSC recognizes that the Information constitutes a valuable property of the Company. MSC agrees that it will not permit any person, firm or corporation to use, copy or reproduce in any manner whatsoever any part of the Information, except to the extent that the Information must be reproduced by MSC in performing its data processing services.\n6. All additions or modifications to the Agreement must be made in writing and must be signed by both parties.\n7. This Agreement is made under and shall be construed according to the laws of the State of California.\nARNE RAABE BRUCE MORGAN\nArne Raabe Bruce K. Morgan\nDirector Vice President, Sales\nRaphael Industries, Ltd Marketing Software Company\n268 Bush Street # 4205 6200 Canoga Ave, Suite 102\nSan Francisco, CA 94104 Woodland Hills, CA 91367\n", "spans": [ [ 0, 1 ], [ 2, 46 ], [ 47, 71 ], [ 72, 244 ], [ 245, 406 ], [ 407, 678 ], [ 679, 766 ], [ 766, 827 ], [ 827, 899 ], [ 899, 987 ], [ 987, 1090 ], [ 1090, 1129 ], [ 1129, 1173 ], [ 1173, 1231 ], [ 1232, 1374 ], [ 1375, 1462 ], [ 1462, 1720 ], [ 1721, 1831 ], [ 1832, 1936 ], [ 1937, 1960 ], [ 1961, 1987 ], [ 1988, 2018 ], [ 2019, 2069 ], [ 2070, 2119 ], [ 2120, 2168 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 14 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 4 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 6, 11 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 16 ] }, "nda-17": { "choice": "Entailment", "spans": [ 16 ] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 6, 9, 10 ] }, "nda-5": { "choice": "Entailment", "spans": [ 16 ] }, "nda-4": { "choice": "Entailment", "spans": [ 16 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001367408/000136740806000002/risb2ex105.htm" }, { "id": 602, "file_name": "1372664_0001193125-12-159071_d333885dex99d9.htm", "text": "Exhibit 99.(d)(9)\nNON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made as of the 15th day of November, 2011 by and between COMVERGE, Inc., a corporation organized under the laws of Delaware (\u201cCOMVERGE\u201d) and H.I.G. Middle Market, LLC, a company located at 1450 Brickell Avenue, 3l Floor,st Miami, FL 33131 (\u201cH.I.G.\u201d). COMVERGE and H.I.G. are individually referred to as a \u201cParty\u201d and collectively referred to as the \u201cParties\u201d.\nWHEREAS, COMVERGE will provide financial information and strategic operating plans, including drafts of financial projections, budgets and due diligence to H.I.G. and its Representatives (as defined below) for the purpose of H.I.G. making a potential investment in COMVERGE (the \u201cTransaction\u201d); and\nWHEREAS, COMVERGE will provide confidential and proprietary information and materials to H.I.G. and H.I.G. shall keep such information confidential.\nNOW THEREFORE, the Parties agree as follows:\n1. Confidential Information Defined. The Parties acknowledge that, in the course of the Transaction, it is anticipated that H.I.G. and its Representatives will receive certain non-public and confidential information, from or about COMVERGE, including, but not limited to financing information, operating budgets, strategic business plan documents, product and services offerings, software platform or any other confidential and proprietary information relating to the Transaction or COMVERGE. All such financial information and term sheets supplied by COMVERGE or its representatives are hereinafter called the \u201cConfidential Information\u201d. The term \u201cConfidential Information\u201d as used herein also includes the Transaction itself and any information, work papers, analyses, compilations, projections, studies, documents, terms, conditions, correspondence, facts or other materials derived or produced by COMVERGE or its representatives for each other which contain or otherwise reflect confidential or proprietary information provided or developed by COMVERGE in connection with the Transaction, or any other information which H.I.G. knows or reasonably ought to know is confidential or proprietary information of COMVERGE. Any Confidential Information supplied in connection with the Transaction by COMVERGE prior to the execution of this Agreement shall be considered in the same manner and be subject to the same treatment as the Confidential Information made available hereunder after the execution of this Agreement. For the purposes of this Agreement, \u201cRepresentatives\u201d of H.I.G. shall include its employees, officers, directors, financial advisors, staff agents, financing sources, representatives, consultants, advisors or members of any Investment Review or similar committees, but only to the extent such parties receive Confidential Information and excluding, in each case, any portfolio companies.\n2. Exclusions from Definition. The term \u201cConfidential Information\u201d as used herein does not include any data or information which the receiving Party can demonstrate: (a) is already known to the receiving Party on a nonproprietary basis at the time it is disclosed to the receiving Party; (b) is or becomes generally known to the public through no wrongful act of the receiving Party or its representatives in violation of this Agreement; (c) has been rightfully received by the receiving Party from a third party without restriction on disclosure and without, to H.I.G.\u2019s knowledge, a breach of an obligation of confidentiality running directly to the providing Party, if any; (d) has been approved for public release by written authorization by the originating Party; or (e ) was developed independently by H.I.G. or its Representatives without use of the Confidential Information.\n3. Non-disclosure Obligation. H.J.G. shall keep the Confidential Information confidential and shall not disclose such Confidential Information, in whole or in part, to any person other than its Representatives who need to know such Confidential Information in connection with H.I.G.\u2019 S evaluation, negotiation and potential consummation of the Transaction, except with the prior written consent of COMVERGE or as otherwise permitted hereunder. The Confidential Information shall be used by H.I.G. solely for the purpose of evaluating the Transaction, and shall not be otherwise used without COMVERGE\u2019s prior written consent. H.I.G. agrees that it may disclose the Confidential Information only to those of its Representatives who need to know the Confidential Information for the purpose of assisting the Parties in connection with the Transaction. Prior to disseminating any of the Confidential Information to any agent and/or representative permitted herein, H.I.G. shall advise its Representative of the confidential nature of the Confidential Information, and shall require such Representative to agree to maintain the confidentiality of the Confidential Information and to be bound by terms of confidentiality at least as restrictive as the terms of this Agreement. Additionally, except as required by law, neither Party shall, and each Party shall direct its representatives to not, disclose to any person (i) the fact that Confidential Information has been made available to H.I.G. and its Representatives, (ii) the fact that the Parties are in discussions regarding the Transaction, or (iii) the terms and conditions of such discussions, including the status thereof.\n4. No Export. H.I.G. will not export, directly or indirectly, any Confidential information acquired from COMVERGE pursuant to this Agreement, or any product utilizing such Confidential information, to any country, or any company located in any country, for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining written consent from COMVERGE and the appropriate license.\n5. Standard of Protection. For the purpose of complying with the obligations set forth herein, H.I.G. shall use a reasonable standard of care, no less than efforts commensurate with those that it employs for the protection of its own confidential and sensitive information.\n6. Compliance with Legal Process. In the event that H.I.G. or its Representatives is legally requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process or by applicable statutes, regulations or laws, including but not limited to the rules of any securities trading exchange or securities quotation system, or applicable professional standards of the American Institute of Certified Public Accountants, Public Company Accounting Oversight Board or state boards of accountancy or obligations thereunder, to disclose any Confidential Information, H.I.G. shall, to the extent practicable and permitted by law, promptly notify COMVERGE of such request or requirement prior to disclosure so that COMVERGE may seek an appropriate protective order and/or waive compliance with the terms of this Agreement. For the avoidance of doubt, any disclosure made pursuant to this paragraph shall not be in breach of this Agreement.\n7. Ownership; Return of Information. Except as may otherwise set forth in a written agreement between the parties relating to the Transaction, all Confidential Information (including tangible copies and computerized or electronic versions thereof and also all Confidential Information contained in all deliverables and work papers), including all intellectual property rights pertaining thereto, shall be the property of COMVERGE. No later than ten (10) business days following the receipt of a written request from COMVERGE, H.I.G. shall destroy or deliver to COMVERGE all Confidential Information, together with a certificate executed by the agent and/or representative or principal of H.I.G. confirming that all such materials in H.I.G.\u2019s possession or control have been delivered to COMVERGE or destroyed, except as permitted herein. Notwithstanding the foregoing, H.I.G. and its Representatives may retain (i) any electronic or written copies of Confidential Information as may be stored on its electronic records storage system as a result of automated backup systems or as may be otherwise required by law, other regulatory requirements, or internal document retention policies, provided that any such Confidential Information remains subject to this Agreement; and (ii) a single confidential copy of all Confidential Information which may be retained by H.I.G.\u2019s internal legal counsel for the sole purpose of prosecuting or defending any matters which may arise from or relate to this Agreement.\n8. Remedies for Breach. The Parties understand and agree that money damages may not be a sufficient remedy for any breach of this Agreement and that the originating Party shall be entitled, without posting bond or other security, to seek injunctive or other equitable relief to remedy or forestall any such breach or threatened breach. Such remedy shall not be deemed to be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other rights and remedies available at law or in equity, except as provided herein. Except in the event of gross negligence or willful misconduct, neither Party shall be liable for any consequential, indirect, punitive or special losses or damages (including, but not limited to, lost profits, lost earnings and loss of production) incurred by the other Party in connection with such Party\u2019s performance or failure to perform any of its obligations under this Agreement, or the breach of any representation, warranty or other obligation hereunder, whether expressed or implied and whether such damages are claimed under breach of warranty, breach of contract, tort, or other theory or cause of action at law or in equity.\n9. Standstill Period. H.I.G. acknowledges that, in its examination of the Confidential Information, you may have access to material non-public information concerning COMVERGE. You agree that, for a period of one year following the date of this agreement (the \u201cStandstill Period\u201d), you will not, directly or indirectly, without the prior written consent of the majority of the Board of Directors of COMVERGE, (i) acquire, agree to acquire, propose, seek or offer to acquire, or facilitate the acquisition or ownership of, any securities or assets of COMVERGE , any warrant or option to purchase such securities or assets, any security convertible into any such securities, or any other right to acquire such securities, (ii) other than with respect to the Transaction, enter, agree to enter, propose, seek or offer to enter into or facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving COMVERGE, (iii) make, or in any way participate or engage in, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of COMVERGE; (iv) form, join or in any way participate in a \u201cgroup\u201d (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d)) with respect to any voting securities of COMVERGE, (v) call, request the calling of, or otherwise act, alone or in concert with others, to seek to control or influence the management or the policies of COMVERGE, (vi) other than with respect to the Transaction, disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (vii) except as permitted in the Agreement, advise, assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other persons in connection with the foregoing. You further agree that during the Standstill Period you will not directly or indirectly, without the prior written consent of the Board of Directors of COMVERGE, take any action that to your knowledge might require COMVERGE to make a public announcement regarding the possibility of a business combination, merger or other type of transaction described in this paragraph. The provisions of this paragraph shall be inoperative and of no force or effect if any other person or group (as defined in Section 13(d)(3) of the Exchange Act) shall have acquired or entered into a definitive agreement (approved by the Board of Directors of COMVERGE) to acquire more than 50% of the outstanding voting securities of COMVERGE or assets of COMVERGE or its subsidiaries representing more than 50% of the consolidated earning power of COMVERGE and its subsidiaries. Notwithstanding the foregoing, and as described in Section 14, nothing in this section shall preclude H.I.G. from acquiring securities of COMVERGE in the public markets as a public investor in COMVERGE, so long as such transactions do not violate the applicable United States securities laws. Furthermore, for avoidance of doubt, both Parties agree that the purpose of the Transaction is for H.I.G. to submit a proposal to COMVERGE regarding a possible transaction. Accordingly, until informed in writing by COMVERGE otherwise, H.I.G. may propose potential transactions to COMVERGE without violating any of the restrictions set forth above in this section.\n10. Non Solicit. For two years from the date hereof, you will not, directly or indirectly solicit for employment or hire any officer, director, or other key employees (to be specified in writing by COMVERGE) of COMVERGE or any of its subsidiaries or divisions with whom you have had contact or who became known to you in connection with your consideration of the Transaction, except that you shall not be precluded from hiring any such employee who (i) initiates discussions regarding such employment without any direct or indirect solicitation by you, (ii) responds to any public advertisement or non- directed search, or (iii) was terminated by COMVERGE. For avoidance of doubt, the provisions of this section shall not apply to any portfolio companies of H.I.G. so long as H.I.G. does not share Confidential Information with its portfolio companies.\n11. Term, Termination. This Agreement shall be in effect as of the date first set forth above, and shall continue in full force and effect for a period of two (2) years after the date hereof.\n12. No Waiver. No failure or delay by COMVERGE in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.\n13. Amendment. This Agreement may not be modified, supplemented or amended orally, but only by a written document signed by both Parties hereto.\n14. Other Transactions. COMVERGE acknowledges and understands that H.I.G. and its Representatives may or in the future evaluate, invest in or do business with competitors or potential competitors of COMVERGE. Neither the execution of this Agreement nor receipt of Confidential Information shall in any way restrict or preclude such activities. Moreover, notwithstanding any provision of this Agreement to the contrary, this Agreement shall not limit, restrict or impair H.I.G.\u2019s ability or the ability of is Representatives to engage in transactions with respect to securities, bank debt, instruments and interests of COMVERGE or any other person or entity, so long as such transactions do not violate applicable United States securities laws.\n15. Applicability to Affiliated Parties. Any information disclosed to H.I.G. by any of COMVERGE\u2019s affiliates or by any company, person or other entity participating with COMVERGE, in any consortium, partnership, joint venture or similar business combination in direct connection with the Transaction, which would otherwise constitute Confidential Information hereunder if disclosed by COMVERGE, shall be deemed to constitute Confidential Information under this Agreement. For purposes of this agreement, an \u201caffiliate\u201d means an entity that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.\n16. Attorneys\u2019 Fees. Should COMVERGE or any beneficiary of this Agreement find it necessary to employ legal counsel and bring an action at law or in equity to enforce any of the terms or conditions of this Agreement the non-prevailing party (as determined in a final, nonappealable judicial opinion) shall reimburse the prevailing Party or any such beneficiary for all reasonable attorneys\u2019 fees and costs incurred pursuing such proceeding.\n17. Governing Law, Jurisdiction, Venue. This Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of Georgia, without giving effect to its principles or rules regarding conflicts of laws.\n18. Party Status. This Agreement is neither intended to create, nor shall it be construed as creating, (i) a joint venture, partnership or other form of business association between the Parties, (ii) an obligation to buy or sell products using or incorporating the Proprietary Information, (iii) an implied or express license grant from either Party to the other, (iv) any obligation to continue discussions or negotiations with respect to any potential agreement between the Parties or (v) an agreement to enter into any agreement.\n19. Severability. In the event any provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the remaining provisions of this Agreement shall remain in full force and effect to the maximum extent possible; provided however, that the intention and essence of this Agreement may still be accomplished and satisfied.\n20. Disclosure. H.I.G. will notify COMVERGE in writing promptly upon the occurrence of any unauthorized release of Proprietary Information or breach of this Agreement of which it is aware.\n21. Warranty Matters. THE PARTIES HERETO AGREE THAT NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARE GIVEN BY THE ORIGINATING PARTY WITH RESPECT TO THE CONFIDENTIAL INFORMATION DISCLOSED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, COURSE OF DEALING, USAGE OF TRADE, FITNESS FOR A PARTICULAR PURPOSE OR DESIGN.\n22. Miscellaneous. This Agreement may not be assigned by either Party without the prior written consent of the other and shall be binding on, and inure to the benefit of, the respective successors of the Parties thereto. This Agreement may be signed in one or more counterpart originals, each of which shall constitute an original document. The Parties agree that this Agreement can be executed via facsimile signatures and be binding. This Agreement represents the entire understanding and agreement of the Parties and supersedes all prior communications, agreements and understandings between the Parties relating to the Transaction. It is understood that the terms of access by H.I.G. or its Representatives to Confidential Information in connection with the Transaction contained in any data room or website shall be superseded by the understandings and agreements contained herein.\n23. Nothing in this Agreement shall be binding upon, or restrict the activities of, any of H.I.G.\u2019s portfolio companies, investment professionals or affiliated investment funds that do not receive Confidential Information hereunder\nIN WITNESS WHEREOF, the parties have executed and delivered this Non-Disclosure Agreement effective as of the date first above written.\nCOMVERGE, INC.\n/s/ David Mathieson\nPrinted Name: David Mathieson\nTitle: Executive Vice President & Chief Financial Officer\nH.I.G. MIDDLE MARKET, LLC\n/s/ Joe Zulli\nPrinted Name: Joe Zulli\nTitle: Principal\n", "spans": [ [ 0, 11 ], [ 11, 17 ], [ 18, 42 ], [ 43, 312 ], [ 312, 420 ], [ 421, 719 ], [ 720, 868 ], [ 869, 913 ], [ 914, 951 ], [ 951, 1407 ], [ 1407, 1553 ], [ 1553, 2135 ], [ 2135, 2433 ], [ 2433, 2820 ], [ 2821, 2852 ], [ 2852, 2987 ], [ 2987, 3109 ], [ 3109, 3259 ], [ 3259, 3498 ], [ 3498, 3703 ], [ 3704, 3734 ], [ 3734, 3988 ], [ 3988, 4148 ], [ 4148, 4329 ], [ 4329, 4553 ], [ 4553, 4975 ], [ 4975, 5116 ], [ 5116, 5218 ], [ 5218, 5298 ], [ 5298, 5379 ], [ 5380, 5394 ], [ 5394, 5847 ], [ 5848, 5875 ], [ 5875, 6121 ], [ 6122, 6156 ], [ 6156, 7015 ], [ 7015, 7131 ], [ 7132, 7169 ], [ 7169, 7563 ], [ 7563, 7970 ], [ 7970, 8043 ], [ 8043, 8405 ], [ 8405, 8636 ], [ 8637, 8661 ], [ 8661, 8973 ], [ 8973, 9182 ], [ 9182, 9819 ], [ 9820, 9842 ], [ 9842, 9996 ], [ 9996, 10228 ], [ 10228, 10539 ], [ 10539, 10783 ], [ 10783, 10980 ], [ 10980, 11199 ], [ 11199, 11360 ], [ 11360, 11507 ], [ 11507, 11708 ], [ 11708, 12080 ], [ 12080, 12561 ], [ 12561, 12854 ], [ 12854, 13027 ], [ 13027, 13217 ], [ 13218, 13235 ], [ 13235, 13667 ], [ 13667, 13771 ], [ 13771, 13841 ], [ 13841, 13875 ], [ 13875, 14070 ], [ 14071, 14094 ], [ 14094, 14262 ], [ 14263, 14278 ], [ 14278, 14561 ], [ 14562, 14577 ], [ 14577, 14706 ], [ 14707, 14731 ], [ 14731, 14916 ], [ 14916, 15051 ], [ 15051, 15450 ], [ 15451, 15492 ], [ 15492, 15923 ], [ 15923, 16123 ], [ 16124, 16145 ], [ 16145, 16564 ], [ 16565, 16605 ], [ 16605, 16811 ], [ 16812, 16830 ], [ 16830, 16915 ], [ 16915, 17007 ], [ 17007, 17102 ], [ 17102, 17176 ], [ 17176, 17299 ], [ 17299, 17344 ], [ 17345, 17363 ], [ 17363, 17713 ], [ 17714, 17730 ], [ 17730, 17902 ], [ 17903, 17925 ], [ 17925, 18255 ], [ 18256, 18275 ], [ 18275, 18477 ], [ 18477, 18597 ], [ 18597, 18692 ], [ 18692, 18892 ], [ 18892, 19142 ], [ 19143, 19374 ], [ 19375, 19510 ], [ 19511, 19525 ], [ 19526, 19545 ], [ 19546, 19575 ], [ 19576, 19633 ], [ 19634, 19659 ], [ 19660, 19673 ], [ 19674, 19697 ], [ 19698, 19714 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 38 ] }, "nda-10": { "choice": "Entailment", "spans": [ 11, 26, 27, 28, 29 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 9, 10 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 15, 19 ] }, "nda-20": { "choice": "Entailment", "spans": [ 40, 41, 42 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 63 ] }, "nda-7": { "choice": "Entailment", "spans": [ 13, 21, 22, 24 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 35 ] }, "nda-13": { "choice": "Entailment", "spans": [ 15, 18 ] }, "nda-5": { "choice": "Entailment", "spans": [ 13, 21, 22, 24 ] }, "nda-4": { "choice": "Entailment", "spans": [ 23 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001372664/000119312512159071/d333885dex99d9.htm" }, { "id": 603, "file_name": "1373467_0001096350-07-000140_ex99threea.htm", "text": "Exhibit 99.3/A\nCONFIDENTIALITY/STANDSTILL AGREEMENT\nTHIS AGREEMENT is dated as of the 26th day of September, 2007\nAMONG:\nSWANSI HOLDINGS CORP., a Panama corporation and having an office for business located at Nerine Fiduciaire S.A., Rue des Terreaux-du-Temple 4, Case postale 5023, CH - 1211 Geneva 11, Switzerland (\u201cSwansi\u201d);\nAND:\nZULU ENERGY CORP., a Colorado corporation having an office for business located at 2610\u2212 1066 West Hastings Street, Vancouver, BC V6E 3X2 (\u201cZulu\u201d)\nWHEREAS Swansi and Zulu are willing to enter into discussions regarding a possible acquisition by Zulu of shares of Nyati Resources Botswana (PTY) Limited, a Botswana corporation (\u201cNyati Botswana\u201d) from Swansi (the \u201cAcquisition\u201d).\nNOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the exchange of Confidential Information (as defined herein) between Swansi and Zulu as may be reasonably requested from time to time and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:\nARTICLE 1 CONFIDENTIALITY\nConfidential Information\n1.1 For purposes of this Agreement, the term confidential information (\u201cConfidential Information\u201d) shall mean all financial and other nonpublic information, together with notes, analyses, compilations, studies or other documents prepared or provided by the disclosing party in connection with the evaluation of the Acquisition. Confidential Information shall also include proprietary information concerning the respective businesses, operations and assets of the parties, including, without limitation, trade secrets, techniques, models, data, documentation, code, research, development, processes, procedures, business strategy, marketing timetables, pricing policies, financial information and other information of a similar nature, whether or not reduced to writing or other tangible form. Confidential Information shall not include (a) information known to a receiving party (the \u201cReceiving Party\u201d) or Representatives prior to obtaining the same from the disclosing party (the \u201cDisclosing Party\u201d); (b) information in the public domain at the time of disclosure by Disclosing Party; or (c) information approved for release by written authorization of an authorized officer of the Disclosing Party.\nRepresentatives\n1.2 For purposes of this Agreement, the term representatives (\u201cRepresentatives\u201d) shall mean each party, their directors, officers and employees, as well as their counsel, accountants, consultants and other representatives in connection with the transactions contemplated hereby provided that such persons are bound by confidentiality agreements no less stringent than those in this Agreement.\nUse of Confidential Information\n1.3 Each party will use the Confidential Information it receives solely for the purpose of evaluating the Acquisition and not for any other purpose and, except to the extent permitted by paragraph 1.5 hereof, will keep such Confidential Information strictly confidential, provided, however, that Confidential Information may be disclosed to such Representatives as needed to know such information for the purpose of evaluating and negotiating the terms of the Acquisition and for no other purpose.\nNon-Disclosure\n1.4 Except to the extent permitted by paragraph 1.5 hereof, for a period of twelve (12) months following the conclusion of any discussions or negotiations relating to the Acquisition, the parties hereto will direct their respective Representatives to not disclose to any person or entity that the Confidential Information has been made available, that discussions or negotiations are taking place or have recently taken place concerning the Acquisition, or any of the terms, conditions or other facts with respect to any other possible transaction between the parties hereto.\nProperty Rights Maintained\n1.5 Confidential Information disclosed shall be and shall remain the property of the Disclosing Party. In the event that the parties hereto do not proceed with the Acquisition by October 31, 2007, and, in any event, within five (5) days after being so requested by either party, both parties shall return or destroy all documents furnished by the other. Any oral Confidential Information shall remain subject to the confidentiality obligations set forth in this Agreement.\nARTICLE 2 STANDSTILL\nZulu and its principal shareholders agree that until October 31, 2007, or such shorter period if either party notifies the other that it no longer wishes to proceed with the Acquisition (\u201cTerm of this Agreement\u201d), that they will not, directly or indirectly, solicit, initiate or encourage submission of proposals of offers from any third party relating to any acquisition, purchase or option to purchase an equity interest in Zulu, or any merger, consolidation or business combination with Zulu or the sale of substantially all of the assets of Zulu. In the event Zulu receives any solicitation, proposal or offer with regard to the foregoing, Zulu shall provide written notice to Swansi within two business days of its receipt by Zulu or its principals.\nARTICLE 3 NON-CIRCUMVENTION\nSuppliers and Customers\n3.1 The parties hereto agree that they shall not solicit business from any supplier, customer, client or contact of any other party hereto for the purpose of circumventing the relationship between such party and such supplier, customer, client and/or competing with such party during the Term of this Agreement without prior written consent.\nMaterial Inducement\n3.2 Each party hereto acknowledges and agrees that the other parties hereto have a material interest in preserving the relationships they have developed with their customers and employees against impairment by competitive activities of other persons and entities. Accordingly, each party agrees that the restrictions and covenants contained in this Agreement are of the essence of this Agreement and constitute a material inducement by the each party to the other to disclose the Confidential Information.\nARTICLE 4 INJUNCTION\nThe parties hereto agree that money damages would not be a sufficient remedy for any breach of this Agreement and that in addition to other remedies, each offended party shall be entitled to specific performance\nand injunctive or other equitable relief, and in such circumstances the offending party agrees to waive posting of a bond to secure any such equitable relief hereunder.\nARTICLE 5 DEFINITIVE AGREEMENTS; DISCLOSURE\nThe parties hereto will use their best efforts to enter into a definitive acquisition agreement and any other documents that may be necessary in order to consummate the Acquisition by October 31, 2007. If a definitive agreement has not been entered into by such date, then this Agreement will have no further force or effect except for Articles 1, 3, 4, 5 and 6 hereof.\nARTICLE 6 MISCELLANEOUS\nSuccessors and Assigns; Waiver; Governing Law\n6.1 This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and their respective successors and assigns. If any provision of this Agreement is not enforceable in whole or in part, the remaining provisions of this Agreement shall not be affected. No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. This Agreement shall be governed by, construed and enforced under the laws of the State of Colorado.\nNotices\n6.2 Any notice or communication required or permitted hereunder must be in writing and sent by (a) personal delivery, (b) expedited delivery service with proof of delivery, or (c) registered or certified mail, postage prepaid, to the addresses stated above or to such other address or to the attention of such other person as the applicable party hereafter designates by written notice sent in accordance herewith. Any such notice or communication will be deemed to have been given either at the time of personal delivery or, in the case of delivery service or mail, as of the date of first attempted delivery at the address and in the manner provided herein.\nCounterparts\n6.3 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile transmission.\n IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed by themselves or their duly authorized officers, as appropriate, as of the date first written above.\nSWANSI HOLDINGS CORP.\ns/s: Gareth Corbin\n Gareth Corbin, Director\nZULU ENERGY CORP.\ns/s Paul Stroud\n Paul Stroud, President\n", "spans": [ [ 0, 14 ], [ 15, 51 ], [ 52, 113 ], [ 114, 120 ], [ 121, 327 ], [ 328, 332 ], [ 333, 422 ], [ 422, 479 ], [ 480, 488 ], [ 488, 710 ], [ 711, 1057 ], [ 1058, 1083 ], [ 1084, 1108 ], [ 1109, 1113 ], [ 1113, 1437 ], [ 1437, 1902 ], [ 1902, 1945 ], [ 1945, 2111 ], [ 2111, 2198 ], [ 2198, 2309 ], [ 2310, 2325 ], [ 2326, 2330 ], [ 2330, 2718 ], [ 2719, 2750 ], [ 2751, 3248 ], [ 3249, 3263 ], [ 3264, 3268 ], [ 3268, 3839 ], [ 3840, 3866 ], [ 3867, 3970 ], [ 3970, 4221 ], [ 4221, 4339 ], [ 4340, 4360 ], [ 4361, 4912 ], [ 4912, 5115 ], [ 5116, 5143 ], [ 5144, 5167 ], [ 5168, 5172 ], [ 5172, 5509 ], [ 5510, 5529 ], [ 5530, 5794 ], [ 5794, 6035 ], [ 6036, 6056 ], [ 6057, 6268 ], [ 6269, 6437 ], [ 6438, 6481 ], [ 6482, 6678 ], [ 6678, 6851 ], [ 6852, 6875 ], [ 6876, 6921 ], [ 6922, 6926 ], [ 6926, 7124 ], [ 7124, 7265 ], [ 7265, 7536 ], [ 7536, 7636 ], [ 7637, 7644 ], [ 7645, 7649 ], [ 7649, 7740 ], [ 7740, 7763 ], [ 7763, 7821 ], [ 7821, 8060 ], [ 8060, 8304 ], [ 8305, 8317 ], [ 8318, 8322 ], [ 8322, 8497 ], [ 8497, 8568 ], [ 8569, 8570 ], [ 8570, 8756 ], [ 8757, 8778 ], [ 8779, 8797 ], [ 8798, 8799 ], [ 8799, 8822 ], [ 8823, 8840 ], [ 8841, 8856 ], [ 8857, 8858 ], [ 8858, 8880 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 30 ] }, "nda-15": { "choice": "Entailment", "spans": [ 29 ] }, "nda-10": { "choice": "Entailment", "spans": [ 27 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 15 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 31, 47 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 15 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 22, 24 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 22, 24 ] }, "nda-4": { "choice": "Entailment", "spans": [ 24 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001373467/000109635007000140/ex99threea.htm" }, { "id": 604, "file_name": "1373671_0001193125-10-265249_dex99d3.htm", "text": "CONFIDENTIALITY AGREEMENT\nAugust 29, 2010\nPat Gelsinger, President and Chief Operating Officer\nEMC Corporation\n176 South Street\nHopkinton, MA 01748\nDear Mr. Gelsinger:\nIn connection with your consideration of a possible negotiated strategic transaction between Isilon Systems, Inc. (\u201cIsilon\u201d) and EMC Corporation (\u201cyou\u201d; and each of Isilon and you, a \u201cparty\u201d; and such transaction, a \u201cTransaction\u201d), Isilon and you have made and expect to make available to one another certain non-public, confidential and/or proprietary information concerning their respective businesses, financial condition, plans and prospects, operations, employees, assets, technology and liabilities. In consideration of such information being furnished to each party and/or its subsidiaries, directors, officers, employees, authorized agents and representatives, or advisors (including, without limitation, financial advisors, attorneys, accountants and other consultants engaged in connection with the Transaction, but expressly excluding any partners or other third parties (other than the subsidiaries of a party) who will or may provide equity, debt or other financing for a Transaction) (collectively, \u201cRepresentatives\u201d), each party agrees to treat such information about the disclosing party or about any third party (whether or not such information is marked as confidential) that is furnished now or in the future, or that was furnished prior to the date hereof for the purpose of the consideration of, or in connection with, a Transaction, to the receiving party or its Representatives by or on behalf of the disclosing party (whether prepared by the disclosing party, its advisors or otherwise and irrespective of the manner or form in which it was furnished, whether oral, written, electronic or in some other form) (herein collectively referred to as the \u201cEvaluation Material\u201d) in accordance with the provisions of this Confidentiality Agreement (this \u201cAgreement\u201d), and to take or abstain from taking certain other actions, as set forth below.\n(1) Evaluation Material. In addition to the foregoing, the term \u201cEvaluation Material\u201d also shall be deemed to include (i) the fact that any Evaluation Material has been made available hereunder, that discussions or negotiations are taking place concerning a Transaction and any of the terms, conditions or other facts with respect thereto (including the status thereof), and (ii) the portion of any notes, analyses, compilations, studies, interpretations or other documents prepared by each party or its Representatives which contain or describes the information furnished to such party or its Representatives pursuant hereto. The term \u201cEvaluation Material\u201d does not include, however, information which (A) is or becomes generally available to the public through no fault of (including any breach of this Agreement by) the receiving party or any of its Representatives, (B) was within the receiving party\u2019s possession prior to its being furnished to the receiving party or its Representatives by or on behalf of the disclosing party, provided that the receiving party was not aware (after reasonable due inquiry) that the source of such information was bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party, (C) is or becomes available to the receiving party or its Representatives on a non-confidential basis from a source other than the disclosing party or its Representatives, provided the receiving party was not aware (after reasonable due inquiry) that such source was bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party with respect to such information, (D) is independently developed by the receiving party without use of or reference to any Evaluation Material, or (E) is required to be disclosed to a third party under operation of applicable law.\n(2) Purpose of Disclosure of Evaluation Material. Each party understands and agrees that it will be disclosing to the other party and/or its Representatives under this Agreement (i) information solely for the purpose of enabling the receiving party and its Representatives to evaluate a Transaction, and reasonably believes that such disclosure will not affect, in any way, the parties\u2019 relative competitive position with respect to each other or to any third parties (including any of the parties\u2019 affiliates), and (ii) only that information which is reasonably necessary to enable each party and its Representatives to evaluate a Transaction (and that information which is not reasonably necessary for such purpose will not be disclosed to a party or its Representatives). For purposes of determining when information is reasonably necessary for such purpose, the parties may request that legal counsel to each party agree, in advance, to review certain information requests so as to comply with such standard. In addition, each party understands and agrees that review of competitively sensitive information, such as information concerning product development or marketing plans, product prices or pricing plans, cost data, customers or similar information, which has been determined to be reasonably necessary to evaluate a Transaction will be limited only to those senior executives of the receiving party and its Representatives who are involved in evaluating or negotiating a Transaction or approving the value of a Transaction. If Evaluation Material includes software in object code form, the receiving party shall not, and shall not permit any other party to, reverse engineer, reverse compile, or disassemble such object code, or take any other steps to derive a source code equivalent thereof.\n(3) Non-Disclosure and Use of Evaluation Material. Each party agrees that it shall (and it shall cause its Representatives to) use the Evaluation Material solely for the purpose of evaluating a Transaction and for no other purpose, and that the receiving party shall (and shall cause its Representatives to) keep the Evaluation Material confidential and not disclose any Evaluation Material to any third party; provided, however, that the receiving party may disclose any Evaluation Material (x) if the disclosing party gives its prior express written consent to such disclosure, or (y) to its Representatives who are actively or directly participating in its evaluation of a Transaction or who otherwise need to know such information for the sole purpose of evaluating a Transaction (and the receiving party shall take appropriate measures to ensure that its Representatives comply with the terms of this Agreement).\n(4) Required Disclosure. In the event that a party or any of its Representatives are requested pursuant to, or required by, applicable law, regulation (including, without limitation, any rule or regulation of any national securities exchange or stock market on which any of the receiving party\u2019s securities are listed or quoted) or legal process to disclose any of the Evaluation Material, the party requested or required to make the disclosure shall, unless legally prohibited from doing so, provide the other party with prompt notice of such request or requirement in order to enable the other party to (i) seek an appropriate protective order or other remedy, (ii) consult with the party requested or required to make the disclosure and its Representatives with respect to taking steps to resist or narrow the scope of such request or legal process (and such party shall reasonably cooperate with the other party in this respect and, if such cooperation is material, at the other party\u2019s sole expense), or (iii) to waive compliance, in whole or in part, with the terms of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, upon the advice of outside counsel, legally compelled to disclose any Evaluation Material, the party requested or required to make the disclosure or any of its Representatives may disclose only that portion of the Evaluation Material which is legally required to be disclosed based on the advice of outside counsel, provided that the party requested or required to make the disclosure uses reasonable efforts to preserve the confidentiality of the Evaluation Material, including, without limitation, by reasonably cooperating with the disclosing party (and, if such cooperation is material, at the disclosing party\u2019s sole expense) to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to such Evaluation Material.\n(5) Privileged Information. To the extent that any Evaluation Material may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have common legal interests with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this agreement, and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege.\n(6) Termination of Discussions. All Evaluation Material shall remain the property of the disclosing party and the receiving party agrees not to assert any claim of title or ownership in the disclosing party\u2019s Evaluation Material or any portion thereof. If either party decides that it does not wish to proceed with a Transaction, such party shall promptly inform the other party of that decision by giving a written notice of termination. At any time upon the request of either disclosing party for any reason, each receiving party and its Representatives shall promptly deliver to the disclosing party or destroy all Evaluation Material (and all copies, reproductions thereof) furnished to the receiving party or its Representatives by or on behalf of the disclosing party pursuant hereto (whether in hard-copy form or on intangible media, such as electronic mail or computer files), provided, however, that, the receiving party or its Representatives shall not, in connection with the foregoing obligations, be required to identify or delete Evaluation Material held electronically in archive or backup systems in accordance with general systems archiving and backup policies. Upon the request of the disclosing party, a duly authorized representative of the receiving party shall certify to the disclosing party that the receiving party and its Representatives have complied with this paragraph (6). Notwithstanding the return or destruction of all Evaluation Material, each party and its Representatives shall continue to be bound by its obligations of confidentiality and other obligations hereunder.\n(7) No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by the disclosing party or on its behalf to the receiving party or its Representatives. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or any of its Representatives relating to or resulting from the use of or reliance upon any Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.\n(8) Definitive Agreements. Each party understands and agrees that no contract or agreement providing for any Transaction shall be deemed to exist between the parties unless and until a final definitive agreement has been executed and delivered, and until such time, neither party will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this Agreement except for the matters specifically agreed to herein. Each party reserves the right, in its sole and absolute discretion, to provide or not provide Evaluation Material to the other party or its Representatives under this Agreement, to reject any and all proposals made by the other party or any of its Representatives with regard to a Transaction between the parties, and to terminate discussions and negotiations at any time.\n(9) Standstill. You agree that, for a period of twelve (12) months from the date of this Agreement, unless you receive the prior authorized approval of an authorized Isilon officer or director, you will not directly or indirectly (including, without limitation, by assisting or forming a group (a \u201cl3D Group\u201d) within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (as amended, the \u201cExchange Act\u201d)):\n(a) acquire or offer to acquire, seek, propose or agree to acquire, by means of a repurchase, tender or exchange offer, business combination or in any other manner, beneficial ownership of five percent (5%) or more of any securities or assets of Isilon (including any securities or assets of Isilon that you or any of your controlled affiliates already, directly or indirectly, own) including, without limitation, rights or options to acquire such ownership;\n(b) seek or propose to influence, advise, change or control the management, Board of Directors, governance or certificate of incorporation or bylaws, including, without limitation, by means of a solicitation of proxies (as such terms are defined in Rule l4a-l of Regulation l4A promulgated pursuant to Section 14 of the Exchange Act, disregarding clause (iv) of Rule l4a-l(l)(2) and including any otherwise exempt solicitation pursuant to Rule l4a-2(b)) or participating in any election contest or seeking to influence, advise or direct the vote of any holder of securities of Isilon;\n(c) offer, seek or propose any merger, consolidation, business combination, recapitalization, restructuring or other extraordinary transaction with respect to Isilon or any of its subsidiaries or businesses;\n(d) make any request to amend or waive this provision or any other provision of this paragraph (9);\n(e) make any public disclosure, or take any action which would reasonably be expected to require Isilon to make any public disclosure, with respect to any of the matters set forth in this Agreement; or\n(f) enter into any discussions (excluding discussions with your Representatives), arrangements, understanding or agreement with any third party with respect to any of the foregoing, including, without limitation, forming, joining or otherwise participating in any l3D Group in connection with any of the foregoing.\nNotwithstanding the foregoing, the restrictions set forth in this paragraph (9) including (a-f) (i) shall not restrict you from making at any time a non-public offer or proposal to the Board of Directors of Isilon to acquire either 100% of the equity and other voting securities of Isilon or a minority of the equity or other voting securities of Isilon in connection with the entry into a commercial relationship between you and Isilon, or (ii) shall not restrict you in any way from commencing a tender or exchange offer to acquire 100% of the equity and other voting securities of Isilon or pursuing any other course of action, whether or not enumerated in this paragraph (9), in connection with, and during the pendency of, such a tender offer or exchange offer in the event that: (x) at any time after the date hereof Isilon enters into a definitive agreement with a third party or group with respect to (1) a merger, consolidation, recapitalization, liquidation or other similar transaction that would result in (A) such third party or group beneficially owning more than fifty percent (50%) of the outstanding equity interests or voting securities of Isilon, or (B) the stockholders of Isilon immediately prior to the consummation of such transaction holding (as a group) less than a majority of the voting securities of the surviving or resulting entity in such transaction (or its ultimate parent) immediately after the consummation of such transaction, or (2) a sale of all or substantially all of its assets, or (y) at any time after the date hereof there shall be pending a third party tender or exchange offer by any third party to acquire a majority of the equity or voting securities of Isilon and the Board of Directors of Isilon shall have failed to recommend that the stockholders of Isilon reject such tender or exchange offer in the Schedule 14D-9 related thereto (or any amendment thereof).\n(10) Non-Solicit. For a period of twelve (12) months from the date of this Agreement, each party agrees that it will not, directly or indirectly (including through its Representatives), solicit for employment any employee of the other party or its subsidiaries who such party comes in contact with, or is introduced to, or is discussed as a key employee, in connection with a Transaction; provided, however, that the foregoing shall not be deemed to prohibit (x) general solicitations of employment conducted through customary means and not specifically directed toward employees of the other party, or (y) the employment of any person who contacts a party on his or her own initiative without any violation of the foregoing provisions.\n(11) Securities Laws. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.\n(12) Miscellaneous Provisions. Each party understands and agrees that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. In addition, each party agrees to be responsible for any breach of this Agreement by any of its Representatives and, as such, each party agrees that if any of its Representatives takes any action that, if taken by the party, would be a breach of this Agreement by such party, then such action by its Representatives shall be deemed to be and constitute a breach of this Agreement by such party for which such party shall be principally responsible and liable. Each party hereby represents that it has the power and authority (including corporate power and corporate authority, if applicable) to execute and deliver this Agreement and that this Agreement constitutes a valid and binding agreement of such party, enforceable in accordance with its terms. The term of this Agreement shall be five (5) years from the date first written above. This Agreement may be executed in two or more counterparts. The exchange of signature pages to this Agreement (in counterparts or otherwise) by facsimile transmission or other electronic transmission shall be sufficient to bind the parties to the terms and conditions of this Agreement.\n(13) Injunctive Relief. Each party understands and agrees that money damages may not be a sufficient remedy for any breach of this Agreement by the other party or any of its Representatives and that the non-breaching party would be entitled to seek equitable relief, including an injunction and/or specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity.\n(14) Entire Agreement; Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware that are applicable to agreements made and to be performed within such State and without regard to its conflicts of laws rules or principles. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, by and between the parties with respect to the subject matter hereof.\n[Remainder of page intentionally left blank]\nPlease confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and Isilon.\nVery truly yours,\nISILON SYSTEMS, INC.\nBy: /s/ Sujal M. Patel\n Sujal M. Patel\n President and Chief Executive Officer\nAccepted and agreed as of the date first written above:\nEMC CORPORATION\nBy: /s/ Paul T. Dacier\n Name: Paul T. Dacier\n Title: EVP & General Counsel\n", "spans": [ [ 0, 25 ], [ 26, 41 ], [ 42, 94 ], [ 95, 99 ], [ 99, 110 ], [ 111, 127 ], [ 128, 147 ], [ 148, 167 ], [ 168, 674 ], [ 674, 2029 ], [ 2030, 2055 ], [ 2055, 2148 ], [ 2148, 2405 ], [ 2405, 2657 ], [ 2657, 2733 ], [ 2733, 2900 ], [ 2900, 3321 ], [ 3321, 3759 ], [ 3759, 3872 ], [ 3872, 3955 ], [ 3956, 4006 ], [ 4006, 4134 ], [ 4134, 4472 ], [ 4472, 4731 ], [ 4731, 4969 ], [ 4969, 5492 ], [ 5492, 5761 ], [ 5762, 5813 ], [ 5813, 6254 ], [ 6254, 6345 ], [ 6345, 6679 ], [ 6680, 6705 ], [ 6705, 7285 ], [ 7285, 7343 ], [ 7343, 7689 ], [ 7689, 7771 ], [ 7771, 8756 ], [ 8757, 8785 ], [ 8785, 9442 ], [ 9442, 9725 ], [ 9725, 9888 ], [ 9889, 9921 ], [ 9921, 10142 ], [ 10142, 10328 ], [ 10328, 11068 ], [ 11068, 11287 ], [ 11287, 11292 ], [ 11292, 11494 ], [ 11495, 11530 ], [ 11530, 11843 ], [ 11843, 12113 ], [ 12113, 12359 ], [ 12360, 12387 ], [ 12387, 12815 ], [ 12815, 13187 ], [ 13188, 13204 ], [ 13204, 13610 ], [ 13611, 14069 ], [ 14070, 14424 ], [ 14424, 14654 ], [ 14655, 14862 ], [ 14863, 14958 ], [ 14958, 14962 ], [ 14963, 15164 ], [ 15165, 15479 ], [ 15480, 15556 ], [ 15556, 15576 ], [ 15576, 15921 ], [ 15921, 16155 ], [ 16155, 16265 ], [ 16265, 16389 ], [ 16389, 16498 ], [ 16498, 16649 ], [ 16649, 16946 ], [ 16946, 17003 ], [ 17003, 17391 ], [ 17392, 17410 ], [ 17410, 17851 ], [ 17851, 17995 ], [ 17995, 18128 ], [ 18129, 18151 ], [ 18151, 18684 ], [ 18685, 18716 ], [ 18716, 19041 ], [ 19041, 19267 ], [ 19267, 19727 ], [ 19727, 20020 ], [ 20020, 20106 ], [ 20106, 20166 ], [ 20166, 20392 ], [ 20393, 20417 ], [ 20417, 20746 ], [ 20746, 20914 ], [ 20915, 20953 ], [ 20953, 21198 ], [ 21198, 21456 ], [ 21457, 21501 ], [ 21502, 21704 ], [ 21705, 21722 ], [ 21723, 21743 ], [ 21744, 21766 ], [ 21767, 21768 ], [ 21768, 21782 ], [ 21783, 21784 ], [ 21784, 21821 ], [ 21822, 21877 ], [ 21878, 21893 ], [ 21894, 21916 ], [ 21917, 21918 ], [ 21918, 21924 ], [ 21924, 21938 ], [ 21939, 21940 ], [ 21940, 21968 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 26 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 42 ] }, "nda-10": { "choice": "Entailment", "spans": [ 11, 12 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 8, 25 ] }, "nda-1": { "choice": "Contradiction", "spans": [ 9 ] }, "nda-19": { "choice": "Entailment", "spans": [ 47 ] }, "nda-12": { "choice": "Entailment", "spans": [ 14, 18 ] }, "nda-20": { "choice": "Entailment", "spans": [ 44 ] }, "nda-3": { "choice": "Entailment", "spans": [ 9 ] }, "nda-18": { "choice": "Entailment", "spans": [ 77 ] }, "nda-7": { "choice": "Entailment", "spans": [ 9, 21, 22, 28, 30 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 32 ] }, "nda-13": { "choice": "Entailment", "spans": [ 14, 17 ] }, "nda-5": { "choice": "Entailment", "spans": [ 9, 21, 22, 28, 30 ] }, "nda-4": { "choice": "Entailment", "spans": [ 21, 22, 28 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001373671/000119312510265249/dex99d3.htm" }, { "id": 607, "file_name": "1413447_0001193125-16-771498_d295023dex99d5.htm", "text": "Exhibit (d)(5)\nNON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is entered into and made to be effective as of July 4, 2016 by and between NXP B.V., a company incorporated in the Netherlands and organized and existing under the laws of the Netherlands with its principal place of business at High Tech Campus 60, 5656 AG Eindhoven, acting on its behalf and on behalf of NXP affiliated companies (\u201cNXP\u201d); and QUALCOMM Incorporated, a company incorporated in the State of Delaware, U.S.A., with its principal place of business at 5775 Morehouse Drive, San Diego, California 92121 U.S.A. (the \u201cCompany\u201d), (together, the \u201cParties\u201d).\nWHEREAS, The Parties desire to exchange information, including certain financial, technical, product, operations and other business information solely for the purpose of evaluating a potential acquisition of NXP by the Company or a comparable negotiated transaction between the Company and NXP (the \u201cPermitted Purpose\u201d or the \u201cTransaction\u201d).\nNOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:\n1. Confidential Information\nFor the purposes of this Agreement \u201cConfidential Information\u201d means all information concerning or provided by the disclosing Party (\u201cDisclosing Party\u201d) to the receiving Party (\u201cReceiving Party\u201d) or its Representatives (whether in writing, or in oral, graphic, electronic or any other form and including information made available or furnished prior to the date hereof) that is reasonably understood by the Receiving Party from the context of disclosure or from the information itself, to be confidential, and any report, analysis, compilation, study, interpretation, forecast, model, interpretation, third-party agreements or materials, trade secrets, customer and supplier information, product information, product roadmaps, records, memoranda or other material prepared or maintained by the Receiving Party, in whatever form (whether documentary, computer storage or otherwise) to the extent containing, reflecting, derived from, based upon or referring to, in whole or in part, any such information. \u201cRepresentatives\u201d means, with respect to a Party, such Party\u2019s wholly owned subsidiaries, directors, officers, employees, consultants, accountants, financial and legal advisors and, with and subject to the prior written consent of the Disclosing Party, any actual or potential sources of debt financing (including any affiliate of any financial advisor acting in such capacity and their counsel) and other representatives which are identified to the Disclosing Party and who shall be subject to confidentiality obligations at least as stringent as a Receiving Party hereto. The term \u201cRepresentatives\u201d does not include any potential equity investors or co-bidders and nothing in this Agreement shall permit the Receiving Party or its Representatives, directly or indirectly, to enter into any discussions, negotiations, arrangements or understandings with, or to share any Confidential Information with, any person with respect to participation as an equity investor or as a co-bidder in connection with any possible Transaction, or to propose to any other person to participate as an equity investor or as a co-bidder in connection with any possible Transaction or to advise, assist, encourage, act as an equity financing source for or otherwise invest in any other person in connection with any of the foregoing activities.\n2. Obligations of Confidentiality\nEach Party recognizes and acknowledges the competitive value and confidential nature of the Confidential Information and the damage that could result to the Disclosing Party if Confidential Information contained therein is disclosed to any person. As a condition to and in consideration of Confidential Information being provided to the Receiving Party and its Representatives, each Receiving Party undertakes and agrees as follows:\n(a) to hold and cause its Representatives to hold Confidential Information provided hereunder now or in the future in accordance with the provisions of this Agreement and not to disclose or permit it to be disclosed to any person, firm or company other than the Receiving Party\u2019s Representatives who need to know such information for the Permitted Purpose;\n(b) only to use the Confidential Information for the Permitted Purpose and not for any other purpose;\n(c) to ensure that each Representative to whom disclosure of Confidential Information is made by the Receiving Party is fully aware in advance of the Receiving Party\u2019s obligations under this Agreement and to take full responsibility and remain fully liable for any actions or omissions of its Representatives that are not in accordance with this Agreement; and\n(d) to keep confidential and not reveal to any person, firm or company (other than Representatives) the fact that Confidential Information has been made available in connection with the Permitted Purpose, that discussions or negotiations are taking place or have taken place between the Parties concerning a potential Transaction between the Parties, including the status of such discussions or the termination of such discussions or negotiations, or any opinions or view with respect to the Confidential Information.\nEach Party hereby acknowledges that it is aware, and it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that Confidential Information may include material non-public information and that United States securities laws impose restrictions on trading securities when in possession of such information and on communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to trade in such securities.\nNeither Party nor its Representatives will initiate any communications with any Representatives of the other Party concerning the Confidential Information, nor shall either Party or its Representatives contact any member of management or any employee of the other Party or any customers, suppliers or other third parties that conduct business with the other Party, in each case other than (a) individuals who have been specifically designated and approved by the other Party for such communications and (b) customers, suppliers or other third parties that the Party or its Representatives communicate with in the ordinary course of their respective businesses so long as such communications are made in the ordinary course of business and do not reference any Confidential Information.\n3. Exceptions\nThe obligations of Sections 2(a)-(c) of this Agreement shall not apply to any information which is (i) now or becomes generally available to the public in the future, other than through acts or omissions of the Receiving Party or its Representatives in violation of this Agreement, (ii) lawfully obtained by the Receiving Party from sources independent of Disclosing Party; provided such source was not, to the Receiving Party\u2019s knowledge, bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from transmitting such information by contractual, legal, fiduciary or other obligation, or (iii) independently developed by the Receiving Party or the Receiving Party\u2019s Representatives without the benefit or usage of or reference to the Confidential Information. The fact that information included in the Confidential Information is or becomes otherwise available to the Receiving Party or its Representatives under clauses (i) through (iii) above shall not relieve the Receiving Party or its Representatives of the prohibitions of the confidentiality provisions of this Agreement with respect to the balance of the Confidential Information.\nNotwithstanding anything to the contrary set forth herein, in the event that either Party or any of its Representatives is required (by law, regulation, court order or legal process) to disclose any of the Confidential Information or any of the information which is subject to the provisions of Section 2(d) above, such Party will provide the other Party with prompt written notice of such requirement prior to disclosure so that such Party may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained within the time limit of the requested or legally required disclosure, the Party compelled to disclose Confidential Information will furnish only that portion of the Confidential Information or take only such action as is requested or legally required based upon the advice of its legal counsel and will use commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential Information (or other information required to be kept confidential pursuant to this Agreement) so furnished. The Receiving Party shall cooperate with any reasonable action requested by the Disclosing Party to obtain a protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information.\n4. Return of Confidential Information; Limited Access Confidential Information\n(a) If either Party decides that it does not wish to proceed with a Transaction, such Party will promptly inform the other Party of that decision. In that case, or at any time at the Disclosing Party\u2019s request, the Receiving Party shall promptly return to Disclosing Party, or, with the Disclosing Party\u2019s written permission, destroy, and certify to the Disclosing Party in writing such destruction of, all materials (in whatever form) constituting Confidential Information of the Disclosing Party, including any notes, copies, summaries, extracts or other tangible embodiments thereof in whole or in part thereof, and such materials shall not be retained by the Receiving Party in any form or for any reason. All Confidential Information stored electronically shall be permanently deleted. Thereafter, the Receiving Party shall not use such Confidential Information in any way for any purpose. Notwithstanding the foregoing (subject to Section 4(b)), (i) the obligations set forth in the second and third sentences of this Section 4(a) shall not apply to Confidential Information that the Receiving Party stores on backup disks or in backup storage facilities automatically produced in the ordinary course of business consistent with past practice or by any applicable law, regulation, court order or legal process and (ii) Representatives of a Receiving Party that are accounting firms, investment banks or similar organizations may, subject to the terms of this Agreement, retain copies of the Confidential Information in accordance with policies and procedures implemented by such persons in order to comply with applicable law, regulation or professional standards or reasonable business practices; provided that such Representatives do not provide the Receiving Party with access to any such retained Confidential Information, in each case it being understood that such Confidential Information must be kept confidential in accordance with this Agreement.\n(b) The Parties acknowledge and agree that certain highly-sensitive Confidential Information may in the reasonable discretion of the Disclosing Party be designated \u201cAttorneys Eyes\u2019 Only\u201d (collectively, \u201cLimited Access Confidential Information\u201d). The Receiving Party agrees that access to Limited Access Confidential Information shall be granted only to attorney Representatives who have been pre-approved in writing (which may be by email) by the Disclosing Party (\u201cDesignated Representatives\u201d). Without limiting the confidentiality obligations set forth in Section 2, the Receiving Party shall ensure that Limited Access Confidential Information (including any notes, extracts, summaries, copies or tangible embodiments thereof) is not disclosed to any Representative other than Designated Representatives; it being understood that the Designated Representatives can provide the Receiving Party with written or oral legal advice or analyses based on the review of such Limited Access Confidential Information. Without limiting Section 2(c), the Receiving Party shall be responsible for any breach of this Agreement by any of its Designated Representatives. With respect to Limited Access Confidential Information (including any notes, copies or tangible embodiments thereof), the Receiving Party\u2019s obligations under Section 2 shall apply in perpetuity (unless one or more of the exceptions set forth in subsections (i), (ii) or (iii) of Section 3 applies). Upon termination of this Agreement or the request of the Disclosing Party, all notes, extracts, summaries, copies or tangible embodiments of Limited Access Confidential Information shall be permanently deleted and not retained by the Receiving Party, without exception, other than attorney work product and analyses based on the review of Limited Access Confidential Information by Designated Representatives that the Receiving Party stores on backup disks or in backup storage facilities automatically produced in the ordinary course of business consistent with past practice or by any applicable law, regulation, court order or legal process.\n5. No Representations, Licence or Waiver\n(a) Neither Party nor its Representatives makes any representation or warranty, either express or implied, as to the accuracy or completeness of the Confidential Information or any use thereof and the Confidential Information is provided on an \u201cas is\u201d basis. Each Party will conduct its own independent investigation and analysis. Each Party agrees that neither Party nor its Representatives shall have any liability to the other Party or its Representatives resulting from the use of the Confidential Information (as permitted pursuant to this Agreement) other than as may be set forth in a definitive agreement between the Parties concerning the Transaction. Notwithstanding any other provision hereof, each Party reserves the right not to make available hereunder any information the provision of which is determined by it, in its sole discretion, to be inadvisable or inappropriate.\n(b) As between the Parties, the Confidential Information (including notes, extracts, summaries, copies or tangible embodiments to the extent incorporating or reflecting the Confidential Information) remains the sole property of the Disclosing Party. Nothing in this Agreement is intended to grant any right or license to the Confidential Information or any intellectual property rights except for the limited right to use such Confidential Information for the Permitted Purpose as expressly set forth herein.\n(c) Nothing in this Agreement shall obligate the Parties to proceed with any business relationship and each Party may terminate the discussions contemplated by this Agreement. Unless and until a written definitive agreement concerning the Transaction has been executed, neither Party nor any of its Representatives will have any legal obligation or liability to the other Party of any kind whatsoever with respect to the Transaction, whether by virtue of this Agreement or any other written or oral expression with respect to the Transaction or otherwise.\n(d) To the extent that any Confidential Information includes materials or other information that may be subject to the attorney-client privilege, work product doctrine or any other applicable privilege or doctrine concerning any pending, threatened or prospective action, suit, proceeding, investigation, inquiry, arbitration or dispute, each Party acknowledges that it and the other Party have a commonality of interest with respect to such action, suit, proceeding, investigation, inquiry, arbitration or dispute, and agrees that it is their mutual desire, intention and understanding that the sharing of such materials and other information is not intended to, and shall not, affect the confidentiality of any of such materials or other information or waive or diminish the continued protection of any of such materials or other information under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine. Accordingly, all Confidential Information that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine shall remain entitled to protection thereunder and shall be entitled to protection under the joint defense doctrine, and it agrees to take all measures necessary to preserve, to the fullest extent possible, the applicability of all such privileges and doctrines.\n6. NON-Solicitation\nFor a period commencing on the date of this Agreement and ending one (1) year thereafter (the \u201cSpecified Period\u201d), each Party will not, directly or indirectly, solicit for employment any \u201cQualifying Person,\u201d provided, however, that this section will not prevent either Party from: (a) engaging in discussions with a Qualifying Person where s/he has contacted such Party in response to (i) any general advertisement, job posting or similar notice; or (ii) an unsolicited resume or request for information from a Qualifying Person; or (b) engaging any recruiting firm or similar organization to identify or solicit persons for employment on behalf of such Party, or soliciting the employment of any specified officer or employee of a Party who is identified by any such recruiting firm or organization, in each case as long as such recruiting firm or organization does not directly target any officers or employees of a Party \u201cQualifying Person\u201d shall mean any person who is an officer or employee of the other Party, who was introduced in person, by phone or email to the Party or its affiliates during the Specified Period in connection with evaluating a potential Transaction. \u201cQualifying Person\u201d does not include any person whose employment with a Party was or is terminated by such Party, or who has received written notice that his/her employment with such Party will be terminated.\n7. Term\nExcept as expressly set forth in Sections 4 and 6 herein, the confidentiality obligations in this Agreement will terminate on the second anniversary of the date of this Agreement; provided that (i) such termination shall in no way affect a breach of the terms of this Agreement which occurred prior to the date of such termination and (ii) the confidentiality obligations with respect to trade secrets included or reflected in the Disclosing Party\u2019s Confidential Information shall survive termination in perpetuity (unless the exception set forth in subsection (i) of Section 3 applies). Without limiting the foregoing, the following provisions shall survive termination of this Agreement: Sections 1-5 and 7-10 and Section 12.\n8. Remedies\nWithout limiting other remedies that may be available to the Disclosing Party, the Receiving Party agrees that damages may not be an adequate remedy for any breach (whether actual or threatened) of the provisions of this Agreement and that accordingly, the Disclosing Party shall be entitled to seek the remedies of injunction, specific performance or other equitable relief.\n9. Governing Law\nThis Agreement shall be governed by and construed in accordance with the laws of New York, USA, without regard to its conflicts of law provisions, and the Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the borough of Manhattan, New York, State of New York, USA, in respect of any claim, dispute or difference arising out of or in connection with this Agreement.\n10. Export Controls\nThe Receiving Party certifies that none of the Disclosing Party\u2019s Confidential Information, or any portion thereof, will be exported to any country or otherwise used or distributed in violation of any applicable export control laws or regulations.\n11. Standstill\nFor a period of twelve (12) months after the date of this Agreement, unless it shall have been specifically invited in writing by the other Party, neither Party nor any of its affiliates will in any manner, directly or indirectly, (i) effect or seek, offer or propose (whether publicly or otherwise and whether or not subject to conditions) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise and whether or not subject to conditions) or announce any intention to effect or cause or participate in: (a) the acquisition of, or obtaining any economic interest in, any right to direct the voting or disposition of, or any other right with respect to, any securities, bank debt, liabilities, claims or obligations of the other Party or any of its affiliates (or any rights, options or other securities convertible into or exercisable or exchangeable for such securities, bank debt, liabilities, claims or obligations or any obligations measured by the price or value of any securities of the other Party or any of its affiliates, including without limitation any swaps or other derivative arrangements (\u201cDerivative Securities\u201d)), in each case, whether or not any of the foregoing may be acquired or obtained immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of such Party) pursuant to any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to \u201cbeneficial ownership\u201d (as such term is used in Rule 13d-3 of the Exchange Act), and, in each case, whether or not any of the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise; (b) any tender or exchange offer, merger, consolidation, business combination or acquisition or disposition of a significant portion of the consolidated assets of the other Party or any of its affiliates; (c) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the other Party or any of its affiliates; or (d) any \u201csolicitation\u201d of \u201cproxies\u201d to vote (as such terms are used in Regulation 14A of the Exchange Act), become a \u201cparticipant\u201d in any \u201celection contest\u201d (as such terms are defined in Rule 14a-11 of the Exchange Act), or initiate, propose, encourage or otherwise solicit stockholders of the other Party for the approval of any stockholder proposals with respect to the other Party or seek to advise or influence any person with respect to the voting of any voting securities of the other Party; (ii) form, join or in any way participate in a group with respect to the common shares or any other voting securities of the other Party or any securities convertible into common shares or any other voting securities of the other Party or otherwise act in concert with any person in respect of any such securities; (iii) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the other Party or to obtain representation on the Board of Directors of the other Party; (iv) take any action which might result in the other Party being obligated to make a public announcement regarding any of the types of matters set forth in this paragraph; (v) enter into any discussions, arrangements, understandings or contracts with any third party with respect to any of the foregoing; or (vi) disclose (whether or not publicly) any intention, plan or arrangement regarding any of the matters referred to in this paragraph. Each Party also agrees during such twelve (12) month period not to request, or solicit or induce another person to request, the other Party (or any of its Representatives), directly or indirectly, to amend, waive or publicize any provision of this Section 11 (including this sentence). In the event that NXP enters into a definitive acquisition agreement with a party other than the Company providing for the acquisition, directly or indirectly, of not less than a majority of the outstanding voting equity of NXP in the election of directors or all or substantially all of the assets of NXP and its subsidiaries on a consolidated basis (an \u201cAcquisition\u201d), then notwithstanding any provision of this Section 11, (x) the Company may, without the separate invitation, consent or authorization of NXP, make (A) a non-public, private Acquisition proposal to NXP for consideration by the Board of Directors of NXP or (B) a public Acquisition proposal (provided, that, with respect to this clause (B), such proposal shall first be made privately to the Board of Directors of NXP and shall not be made publicly unless and until either (I) the Board of Directors or NXP fails to enter into good faith negotiations with the Company within 3 business days after receipt of such proposal or (II) if the Board of Directors or NXP has entered into negotiations with the Company within such 3 business day period, NXP has failed to terminate the definitive acquisition agreement within 10 days after receipt of such proposal) and (y) the restriction on the use of Confidential Information provided in Section 2(b) of this Agreement shall not prevent the Company from making an Acquisition proposal pursuant to the foregoing clause (A) or (B). Notwithstanding anything to the contrary herein, acquisitions for investment purposes only of exchange-traded funds by a Party, that own or later acquire any economic interest in, any right to direct the voting or disposition of, or any other right with respect to any securities of the other Party or any of its subsidiaries, shall not constitute a breach of this Section 11.\n12. General Provisions\nThis Agreement may be signed in one or more counterparts, each of which need not contain the signature of all Parties hereto, and all such counterparts taken together shall constitute a single agreement. This Agreement shall constitute the entire agreement between the Parties hereto with regard to the subject matter hereof and supersedes all prior agreements and understandings relating thereto. This Agreement shall be binding on and inure to the benefit of the Parties hereto and their respective successors and assigns. Neither Party may assign this Agreement or any of its rights and obligations hereunder without the prior written consent of the other Party. Any attempted assignment by a Party in violation of this Section 12 will be void and of no force or effect. The provisions and covenants set forth in this Agreement may be amended, modified or waived only by an instrument in writing executed by both Parties. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other further exercise thereof or the exercise of any other right, power, or privilege hereunder. If any portion of this Agreement shall be declared invalid or unenforceable, the remainder of this Agreement shall be unaffected thereby and shall remain in full force and effect. All notices, requests and other communications called for by this Agreement will be deemed to have been given immediately if made by email (if confirmed by concurrent written notice sent U.S. First-Class Mail, postage prepaid), if to the following email addresses (if to NXP): guido.dierick@nxp.com or jennifer.wuamett@nxp.com and the following email addresses (if to the Company): aschwenk@qualcomm.com or denrique@qualcomm.com, or to such other addresses as either Party may specify to the other in writing. Notice by any other means will be deemed made when actually received by the Party to which notice is provided.\nIN WITNESS WHEREOF this Agreement has been made to be effective as of the date first above written.\nNXP B.V.\nBy /s/ Guido R.C. Dierick\nName: Guido R.C. Dierick\nTitle: Executive Vice President, General Counsel\nQUALCOMM Incorporated\nBy /s/ Adam Schwenker\nName: Adam Schwenker\nTitle: Vice President, Legal Counsel and Assistant Secretary\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 39 ], [ 40, 408 ], [ 408, 619 ], [ 620, 961 ], [ 962, 1007 ], [ 1008, 1035 ], [ 1036, 2039 ], [ 2039, 2613 ], [ 2613, 3363 ], [ 3364, 3397 ], [ 3398, 3646 ], [ 3646, 3830 ], [ 3831, 4187 ], [ 4188, 4289 ], [ 4290, 4650 ], [ 4651, 5168 ], [ 5169, 5698 ], [ 5699, 6088 ], [ 6088, 6202 ], [ 6202, 6484 ], [ 6485, 6498 ], [ 6499, 6598 ], [ 6598, 6781 ], [ 6781, 7118 ], [ 7118, 7290 ], [ 7290, 7451 ], [ 7451, 7463 ], [ 7463, 7668 ], [ 7669, 8167 ], [ 8167, 8779 ], [ 8779, 9010 ], [ 9011, 9089 ], [ 9090, 9237 ], [ 9237, 9800 ], [ 9800, 9881 ], [ 9881, 9985 ], [ 9985, 10042 ], [ 10042, 10410 ], [ 10410, 11051 ], [ 11052, 11298 ], [ 11298, 11548 ], [ 11548, 12063 ], [ 12063, 12210 ], [ 12210, 12468 ], [ 12468, 12473 ], [ 12473, 12481 ], [ 12481, 12510 ], [ 12510, 13154 ], [ 13155, 13195 ], [ 13196, 13455 ], [ 13455, 13527 ], [ 13527, 13857 ], [ 13857, 14082 ], [ 14083, 14333 ], [ 14333, 14591 ], [ 14592, 14768 ], [ 14768, 15147 ], [ 15148, 16094 ], [ 16094, 16530 ], [ 16531, 16550 ], [ 16551, 16832 ], [ 16832, 16936 ], [ 16936, 17001 ], [ 17001, 17084 ], [ 17084, 17729 ], [ 17729, 17937 ], [ 17938, 17945 ], [ 17946, 18140 ], [ 18140, 18281 ], [ 18281, 18507 ], [ 18507, 18534 ], [ 18534, 18673 ], [ 18674, 18685 ], [ 18686, 19061 ], [ 19062, 19078 ], [ 19079, 19493 ], [ 19494, 19513 ], [ 19514, 19761 ], [ 19762, 19776 ], [ 19777, 20008 ], [ 20008, 20428 ], [ 20428, 21684 ], [ 21684, 21889 ], [ 21889, 22051 ], [ 22051, 22549 ], [ 22549, 22864 ], [ 22864, 23090 ], [ 23090, 23262 ], [ 23262, 23398 ], [ 23398, 23533 ], [ 23533, 23819 ], [ 23819, 24245 ], [ 24245, 24337 ], [ 24337, 24445 ], [ 24445, 24524 ], [ 24524, 24661 ], [ 24661, 24813 ], [ 24813, 25049 ], [ 25049, 25250 ], [ 25250, 25257 ], [ 25257, 25262 ], [ 25262, 25638 ], [ 25639, 25661 ], [ 25662, 25866 ], [ 25866, 26060 ], [ 26060, 26187 ], [ 26187, 26328 ], [ 26328, 26436 ], [ 26436, 26587 ], [ 26587, 26872 ], [ 26872, 27052 ], [ 27052, 27562 ], [ 27562, 27672 ], [ 27673, 27772 ], [ 27773, 27781 ], [ 27782, 27807 ], [ 27808, 27832 ], [ 27833, 27881 ], [ 27882, 27891 ], [ 27891, 27903 ], [ 27904, 27925 ], [ 27926, 27946 ], [ 27947, 28007 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 34, 35, 49 ] }, "nda-15": { "choice": "Entailment", "spans": [ 55, 56 ] }, "nda-10": { "choice": "Entailment", "spans": [ 13, 17 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 8 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 13, 14, 45, 46, 47, 48, 69, 71, 72, 73 ] }, "nda-12": { "choice": "Entailment", "spans": [ 23, 26 ] }, "nda-20": { "choice": "Entailment", "spans": [ 38, 39, 40, 49 ] }, "nda-3": { "choice": "Entailment", "spans": [ 8 ] }, "nda-18": { "choice": "Entailment", "spans": [ 62 ] }, "nda-7": { "choice": "Entailment", "spans": [ 9, 13, 14 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 30 ] }, "nda-13": { "choice": "Entailment", "spans": [ 23, 25 ] }, "nda-5": { "choice": "Entailment", "spans": [ 9, 13, 14, 41, 42, 43 ] }, "nda-4": { "choice": "Entailment", "spans": [ 13, 15 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001413447/000119312516771498/d295023dex99d5.htm" }, { "id": 608, "file_name": "1424657_0001213900-16-016691_f8k082516ex99iii_nextgroup.htm", "text": "Exhibit 99.3\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis Agreement is made and entered into as of the last date signed below (the \"Effective Date\") by and between InsightPOS LLC , a New Mexico limited liability corporation with it's register d office at 8228 L uisiana Blvd, NE, Suite A, Albuquerque NM 87113 (\"Insight\") and NEXT GROUP HOLDING, a FLORIDA corporation whose principal mailing address is 1111 Brickell Avenue Miami, FL. 33131. (the \"Second Party\").\nWHEREAS Insight and the Second Party (the \"Parties\") have an interest in participating in discussions wherein either Party might share information with the other that the disclosing Party considers to be proprietary and confidential to itself (\"Confidential Information\"); and\nWHEREAS the Parties agree that Confidential Information of a Party might include, but not be limited to that Party's: (1) business plans, all contracts, methods, and practices; (2) personnel, customers, and suppliers; (3) inventions, processes, methods, products, patent applications, and other proprietary rights; or (4) specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information;\nNOW, THEREFORE, the Parties agree as follows:\n1. Either Party may disclose Confidential Information to the other Party in confidence provided that the disclosing Party identifies such information as proprietary and confidential either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other Party of the proprietary and confidential nature of the information, such notification to be done orally, by email or written correspondence, or via other means of communication as might be appropriate.\n2. When informed of the proprietary and confidential nature of Confidential Information that has been disclosed by the other Party, the receiving Party (\"Recipient\") shall, for a period of three (3) years from the date of disclosure, refrain from disclosing such Confidential Information to any contractor or other third party without prior, written approval from the disclosing Party and shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care. The Recipient shall ensure that each of its employees, officers, directors, or agents who has access to Confidential Information disclosed under this Agreement is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement. The Recipient of Confidential Information disclosed under this Agreement shall promptly notify the disclosing Party of any disclosure of such Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure of said Confidential Information.\n3. All Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. The Recipient shall honor any request from the disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information. The Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.\n4. The terms of this Agreement shall not be construed to limit either Party's right to develop independently or acquire products without use of the other Party's Confidential Information. The disclosing party acknowledges that the Recipient may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Nothing in this Agreement will prohibit the Recipient from developing or having developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the Recipient does not violate any of its obligations under this Agreement in connection with such development.\n5. Notwithstanding the above, the Parties agree that information shall not be deemed Confidential Information and the Recipient shall have no obligation to hold in confidence such information, where such information:\n(a) Is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the disclosing Party; or\n(b) Is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors, or agents; or\n(c) Is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder; or\n(d) Is approved for release (and only to the extent so approved) by the disclosing Party; or\n(e) Is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.\n6. Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.\n7. Neither Party will, without prior approval of the other Party, make any public announcement of or otherwise disclose the existence or the terms of this Agreement.\n8. This Agreement contains the entire agreement between the Parties and in no way creates an obligation for either Party to disclose information to the other Party or to enter into any other agreement.\n9. This Agreement shall remain in effect for a period of two (2) years from the Effective Date unless otherwise terminated by either Party giving notice to the other of its desire to terminate this Agreement. The requirement to protect Confidential Information disclosed under this Agreement shall survive termination of this Agreement.\nIN WITNESS WHEREOF:\nINSIGHTPOS LLC COMPANY / INDIVIDUAL\n/s/ Dennis Varghese /s/ Michael Deprad\nSignature Date Signature Date\nDennis Varghese Michael Deprad\nPrinted Name Printed Name\nCEO President and COO\nTitle Title\n", "spans": [ [ 0, 12 ], [ 13, 44 ], [ 45, 434 ], [ 434, 455 ], [ 456, 464 ], [ 464, 732 ], [ 733, 851 ], [ 851, 910 ], [ 910, 951 ], [ 951, 1051 ], [ 1051, 1186 ], [ 1187, 1232 ], [ 1233, 1794 ], [ 1795, 2434 ], [ 2434, 2706 ], [ 2706, 3014 ], [ 3015, 3284 ], [ 3284, 3504 ], [ 3504, 3960 ], [ 3961, 4149 ], [ 4149, 4365 ], [ 4365, 4771 ], [ 4772, 4988 ], [ 4989, 5176 ], [ 5177, 5301 ], [ 5302, 5423 ], [ 5424, 5516 ], [ 5517, 5641 ], [ 5642, 5793 ], [ 5794, 5959 ], [ 5960, 6161 ], [ 6162, 6371 ], [ 6371, 6498 ], [ 6499, 6518 ], [ 6519, 6554 ], [ 6555, 6593 ], [ 6594, 6619 ], [ 6619, 6623 ], [ 6624, 6654 ], [ 6655, 6680 ], [ 6681, 6685 ], [ 6685, 6702 ], [ 6703, 6714 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 16 ] }, "nda-10": { "choice": "Entailment", "spans": [ 29 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 6, 7, 8, 9 ] }, "nda-1": { "choice": "Entailment", "spans": [ 12 ] }, "nda-19": { "choice": "Entailment", "spans": [ 31, 32 ] }, "nda-12": { "choice": "Entailment", "spans": [ 19, 20, 21, 22, 25 ] }, "nda-20": { "choice": "Contradiction", "spans": [ 17 ] }, "nda-3": { "choice": "Entailment", "spans": [ 12 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 13 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 15 ] }, "nda-13": { "choice": "Entailment", "spans": [ 19, 20, 21, 22, 24 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001424657/000121390016016691/f8k082516ex99iii_nextgroup.htm" }, { "id": 609, "file_name": "1430300_0000950152-08-005260_l32384aexv10w7.htm", "text": "Exhibit 10.7\nNON-DISCLOSURE AGREEMENT\nThe undersigned, (hereinafter called \u201cinvestor\u201d) in consideration for the use of certain information, data and/or know-how related to the so-called \u201cEntec Engine\u201d the rights to which are owned TecTransfer, Inc. a Nevada Corporation, hereby agrees as follows:\n1. Investor shall keep in confidence and not use the Information for its commercial benefit (except for technical and economic evaluation internal to investor). investor shall further keep in confidence and not disclose any part of the Information to a third party or parties or use the business plan without the written consent of TTI.\n2. Any obligation of investor as set forth in the preceding paragraph shall apply to information disclosed in writing and designated confidential, or if disclosed orally, shall be promptly reduced to writing. However, this obligation shall not apply to any information, knowledge, data and/or know-how which:\n(a) Is or hereinafter becomes a part of the public knowledge through no fault of investor; or\n(b) investor can demonstrate was in its possession prior to the time of disclosure by TTI; or\n(c) investor can demonstrate was received by it from a third party who has not received the same from TTI; or\n(d) Is independently developed by or for investor by persons not having access to Information hereunder as shown by written records.\n3. Investor shall obligate its employees and the employees of its affiliates who shall have access to any portion of the Information to protect the confidential and proprietary nature of the Information.\nInvestor\nSignature\nName\nTitle\nDate\nAddress where information should be sent:\n", "spans": [ [ 0, 12 ], [ 13, 37 ], [ 38, 296 ], [ 297, 458 ], [ 458, 633 ], [ 634, 843 ], [ 843, 942 ], [ 943, 1036 ], [ 1037, 1130 ], [ 1131, 1240 ], [ 1241, 1373 ], [ 1374, 1577 ], [ 1578, 1586 ], [ 1587, 1596 ], [ 1597, 1601 ], [ 1602, 1607 ], [ 1608, 1612 ], [ 1613, 1654 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "Entailment", "spans": [ 5 ] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 6, 10 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 5 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 4 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "Entailment", "spans": [ 6, 9 ] }, "nda-5": { "choice": "NotMentioned", "spans": [] }, "nda-4": { "choice": "Entailment", "spans": [ 3 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001430300/000095015208005260/l32384aexv10w7.htm" }, { "id": 612, "file_name": "1466739_0001002014-12-000470_exh10-4.htm", "text": "NON-CIRCUMVENTION, NON-DISCLOSURE, BROKERAGE AND WORKING AGREEMENT\nThis Non-Circumvention, Non-Disclosure, Brokerage and Working Agreement (this \u201cAgreement\u201d) is made and entered into by Monnit Corp., a Utah Corporation (\u201cMonnit\u201d) and iMetrik M2M Solutions Inc., a Nevada Corporation (\u201cReceiving Party\u201d) as of February 12, 2012.\nRECITALS\nWHEREAS, Monnit possesses certain information relating to third party business opportunities (\u201cBusiness Sources\u201d) not known by Receiving Party;\nWHEREAS, the Receiving Party is interested in entering into business transactions with such Business Sources; and\nWHEREAS, Monnit and Receiving Party wish to enter into this agreement to define certain parameters of their future legal obligations.\nAGREEMENT\nNOW, THEREFORE, in consideration of mutual promises contained herein and other good and valuable considerations the receipt and sufficiency of which is hereby acknowledged, the parties hereto mutually and voluntarily agree as follows:\n1. Business Source Identification. Monnit will identify certain Business Sources not known by Receiving Party which shall be set forth on Exhibit A, attached hereto and incorporated herein. Within 10 days of identifying a Business Source, Monnit shall amend Exhibit A to include such Business Source and deliver a copy of the amended Exhibit A to Receiving Party. The Receiving Party shall have 2 business days to object to the amendment to Exhibit A by providing documentation that evidences Receiving Party's prior relationship with the Business Source added to Exhibit A. If Receiving Party fails to object or provide evidence documenting Receiving Party's prior relationship with the Business Source, the revised Exhibit A shall be deemed automatically amended and incorporated into this Agreement.\n2. Non-Solicitation; Non-Circumvention. Neither the Receiving Party nor any of its agents shall, in any manner access, contact, solicit or conduct any business with a Business Source that has been made available by and through Monnit. The Receiving Party shall not in any way whatsoever circumvent or attempt to circumvent Monnit and shall not enter into direct or indirect offers, negotiations or transactions with a Business Source revealed by Monnit.\n2. Non-Disclosure. The parties shall maintain complete confidentiality regarding each other's business and/or their affiliates and shall only disclose information pertaining to the Business Sources as permitted by Monnit, unless agreed and granted an expressed written permission of Monnit.\n3. Broker Relationship. The parties agree that Monnit is acting solely as a broker in bringing interested parties together to conduct business. As such, Monnit shall be entitled to compensation for such business. Compensation shall be negotiated separately and through a subsequent agreement by the Receiving Party and Monnit. Both parties agree that any business transaction(s) between the Receiving Party and those Business Sources provided by Monnit will not be conducted without the prior agreement of Monnit\u2019s compensation for such business transaction(s).\n3. Damages. In the event of circumvention by any of the undersigned Parties, whether direct and/or indirect, the circumvented Party shall be entitled to a legal monetary compensation equal to ten times the maximum service fees it would have realized from such a transaction, plus any and all expenses, including any and all legal fees incurred in lieu of the recovery of such compensation.\n4. Term. This agreement is valid for five (5) years from the date of signature, for any and all transactions between the Parties therein, with renewal to be agreed upon between the signatories.\n5. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Utah applicable to contracts executed and to be performed in the State of Utah with exception of its provisions regarding conflict of laws.\n7. Binding on Successors and Assigns. This Agreement shall be binding upon the Parties hereto and in the case of individual parties, their respective heirs, administrators and executors and in the case of all corporate Parties, their successors and assigns.\n8. Assignment. This Agreement, and the rights and obligations hereunder, may not be transferred or assigned by one party without the prior written consent of the other party. Any such attempt by one party without the prior written consent of the other party shall be void.\n9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior proposals, representations, negotiations and communications oral or written, with respect to the subject matter herein.\n10. Counterparts. This agreement may be signed in one or more counterparts and the parties agree that facsimile copies of this Agreement to be considered as one legal original and signatures thereon shall be legal and binding.\nAccepted and Agreed: On this 13 day of February, 2012.\nMONNIT CORP. RECEIVING PARTY\nBy: By: MICHEL ST-PIERRE\nName: Name: Michel St-Pierre\nIs: Its:\nExhibit A\nWithin 10 days of identifying a Business Source, Monnit shall amend this Exhibit A to include such Business Source and deliver a copy of the amended Exhibit A to Receiving Party.\nBusiness Source provided by Monnit: _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________\n", "spans": [ [ 0, 66 ], [ 67, 327 ], [ 328, 336 ], [ 337, 480 ], [ 481, 594 ], [ 595, 728 ], [ 729, 738 ], [ 739, 973 ], [ 974, 1009 ], [ 1009, 1164 ], [ 1164, 1338 ], [ 1338, 1776 ], [ 1777, 1817 ], [ 1817, 2012 ], [ 2012, 2230 ], [ 2231, 2250 ], [ 2250, 2521 ], [ 2522, 2546 ], [ 2546, 2666 ], [ 2666, 2735 ], [ 2735, 2849 ], [ 2849, 3083 ], [ 3084, 3096 ], [ 3096, 3473 ], [ 3474, 3483 ], [ 3483, 3667 ], [ 3668, 3686 ], [ 3686, 3916 ], [ 3917, 3955 ], [ 3955, 4174 ], [ 4175, 4190 ], [ 4190, 4350 ], [ 4350, 4447 ], [ 4448, 4469 ], [ 4469, 4681 ], [ 4682, 4700 ], [ 4700, 4908 ], [ 4909, 4930 ], [ 4930, 4963 ], [ 4964, 4977 ], [ 4977, 4992 ], [ 4993, 5001 ], [ 5001, 5017 ], [ 5018, 5046 ], [ 5047, 5055 ], [ 5056, 5065 ], [ 5066, 5244 ], [ 5245, 5281 ], [ 5281, 5363 ], [ 5363, 5445 ], [ 5445, 5527 ], [ 5527, 5608 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Contradiction", "spans": [ 16 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "NotMentioned", "spans": [] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Contradiction", "spans": [ 16 ] }, "nda-4": { "choice": "NotMentioned", "spans": [] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001466739/000100201412000470/exh10-4.htm" }, { "id": 613, "file_name": "1473637_0001432093-12-000764_ex10-34.htm", "text": "Exhibit 10.34\nNON-DISCLOSURE AGREEMENT\nThis Non-Disclosure agreement, (hereinafter \"Agreement\") having an effective date of September 18,2012, is made and entered into among the Parties listed in Schedule A each individually referred to as \"Party\" and collectively called \"Parties.\"\nWHEREAS each Party is considering disclosing certain technical, marketing, and business information, including ideas, discoveries, inventions, software code, prototypes, price information, future product plans, manufacturing methods, and other ideas of a technical or economic nature, which is considered to be confidential or proprietary (hereinafter \"Proprietary Information\").\nWHEREAS the Parties have concluded that it is in their mutual interest for them to disclose Proprietary Information each to the other for the purpose of their assessing the possibility of entering into a business transaction amongst themselves (\"Purpose\").\nIn consideration of the mutual understanding of the Parties, it is agreed as follows:\n1. As used in this Agreement, in each case where a party is disclosing Proprietary Information that party is referred to as the \"Disclosing Party\" and the party receiving such Confidential Information is referred to as the \"Recipient\".\n2. Recipient agrees to hold Proprietary Information in confidence and to protect it against disclosure to the public and third parties. Accordingly, Recipient shall employ protective measures fully commensurate with those used by Recipient to protect its own trade secrets and other confidential information from disclosure to the public and to third parties. Such measures shall include restricting access to Proprietary Information only to Recipient's employees or agents whose access is reasonably necessary to carry out the Purpose and who have legally enforceable obligations to Recipient that would conform to the obligations of this Agreement.\n3. Recipient agrees to use Proprietary Information only for the Purpose. Proprietary Information shall not be reproduced in any other form except as required to accomplish the Purpose\n4. Recipient agrees not to reverse-engineer or have a third party reverse-engineer the Proprietary Information without first obtaining the express, written consent of Discloser.\n5. The obligations of confidentiality and restrictions on use set forth in Paragraph 2 above do not apply to information that Recipient can demonstrate by competent physical evidence:\n(a) Was already known by Recipient prior to receipt from Discloser or becomes known by Recipient independently of Discloser through no wrongful act of Recipient;\n(b) is now, or becomes, publicly known through no violation of this Agreement;\n(c) is disclosed pursuant to law, regulation or lawful order or process, provided that Recipient promptly notifies Discloser so as to permit Discloser to oppose or limit such disclosure; or\n(d) is approved in writing by Discloser for disclosure to a third party by Recipient.\nProprietary Information disclosed by Discloser to Recipient shall not be deemed to come under the above exceptions merely because it is embraced by more general information that is or becomes subject to the above exceptions. In addition, any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or in the possession of the Recipient, but only if the combination itself and its principle of operation are in the public domain or in the possession of the Recipient.\n6. Neither the execution of this Agreement, nor the disclosure of any Proprietary Information hereunder, shall be construed as granting Recipient any immunity or license to use Proprietary Information in any way {whether expressly, by implication, estoppel or otherwise), or any right to ownership, with respect to Proprietary Information or other intellectual property right(s) now or hereafter owned or controlled by Discloser.\n7. Nothing in this Agreement shall be construed to impose any obligation on Discloser to disclose information to the Recipient, or to enter into any other agreement of any nature. This Agreement is for protecting Proprietary Information only. No rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement.\n8. Discloser makes no representations, extends no warranties of any kind, either express or implied, and assumes no responsibilities whatsoever with respect to the adequacy, accuracy, completeness, operability, fitness for a particular purpose, or utility of any information, including Proprietary Information, obtained or used by Recipient under this Agreement. The information, including Proprietary Information, is provided \"AS IS,\" without warranty or guarantee of any kind and Discloser shall not be liable to the Recipient for any damages, loss, expense or claim of loss arising of any kind from the use of or reliance upon such information, including Proprietary Information.\n9. This Agreement, and the relationship between the Parties pursuant thereto, shall be construed, interpreted and applied in accordance with the laws of Province of Ontario without reference to any conflict of law provisions thereof.\n10. Recipient agrees to comply with all export and import laws and regulations of all countries involved in the data transfers.\n11. This Agreement constitutes the entire agreement and understanding of the Parties related to confidentiality and limited use of Proprietary Information.\n12. Duplicate counterparts of this Agreement may be executed and delivered, each of which shall be considered an original. All additions or modifications to this Agreement must be made in writing and executed by the Parties.\n13. This Agreement shall remain in force for a period two (2) years, unless terminated earlier on thirty (30) days written notice provided by either Party. However, the obligations of confidentiality and limited use of Proprietary Information shall survive the termination of the Agreement.\n14. This Agreement is divisible and separable so that if any provision or provisions hereof shall be held to be invalid, void, voidable or unenforceable, such holding shall not impair the remaining provisions hereof. If any provision hereof is held to be too broad to be enforced, such provision shall be construed to create an obligation to the full extent allowable.\n15. In the event of a breach or threatened breach by Recipient of any of the provisions of the Agreement, Discloser, in addition to any other remedies available to it under law, at equity or otherwise, shall be entitled to seek an injunction restraining Recipient from the performance of acts that constitute a breach or threatened breach of this Agreement.\n16. This Agreement may not be assigned, delegated, sold or transferred, whether by operation of law or otherwise, by Recipient without the prior written consent of Discloser, and any attempted delegation or transfer of rights, duties or obligations under this Agreement without such written consent shall be void and of no effect.\n17. All notices under this Agreement shall be in writing and shall be sent to the Party being served by facsimile or certified mail return receipt requested at that Party's address specified above or at such address of which such Party shall give notice as aforesaid, and marked for the attention of that Party's signatory to this Agreement. The date of service shall be deemed to the day following the day on which the notice was transmitted or posted as the case may be.\nThis Agreement is agreed to and accepted by the following individuals having signatory authority to bind the Parties:\nSchedule A\nParties to the Agreement\nThe Parties have executed this Agreement as of the dates set forth below.\nKLEEN-FLO TUMBLER INDUSTRIES LIMITED\n75 ADVANCE BLVD, BRAMPTON, ON, L6T 4N1\n/s/ K.J. Osborne Per (print) K.J. Osborne\nSEPTEMBER 18, 2012\nECO-TEK GROUP INC.\nAddress: 15-65 WOODSTREAM BLVD, WOODBRIDGE, ON,\nL4L 7X6\nPer: Per (print) ____________________________\n", "spans": [ [ 0, 13 ], [ 14, 38 ], [ 39, 282 ], [ 283, 662 ], [ 663, 671 ], [ 671, 919 ], [ 920, 1005 ], [ 1006, 1241 ], [ 1242, 1378 ], [ 1378, 1602 ], [ 1602, 1892 ], [ 1893, 1966 ], [ 1966, 2076 ], [ 2077, 2254 ], [ 2255, 2438 ], [ 2439, 2600 ], [ 2601, 2679 ], [ 2680, 2795 ], [ 2795, 2869 ], [ 2870, 2955 ], [ 2956, 3181 ], [ 3181, 3508 ], [ 3509, 3938 ], [ 3939, 4119 ], [ 4119, 4182 ], [ 4182, 4298 ], [ 4299, 4662 ], [ 4662, 4981 ], [ 4982, 5215 ], [ 5216, 5343 ], [ 5344, 5499 ], [ 5500, 5623 ], [ 5623, 5724 ], [ 5725, 5881 ], [ 5881, 6015 ], [ 6016, 6233 ], [ 6233, 6384 ], [ 6385, 6742 ], [ 6743, 7073 ], [ 7074, 7416 ], [ 7416, 7546 ], [ 7547, 7664 ], [ 7665, 7675 ], [ 7676, 7700 ], [ 7701, 7774 ], [ 7775, 7811 ], [ 7812, 7850 ], [ 7851, 7892 ], [ 7893, 7911 ], [ 7912, 7930 ], [ 7931, 7978 ], [ 7979, 7986 ], [ 7987, 8004 ], [ 8004, 8032 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 13 ] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 22, 25 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 3 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 34 ] }, "nda-12": { "choice": "NotMentioned", "spans": [] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 10 ] }, "nda-17": { "choice": "Entailment", "spans": [ 12 ] }, "nda-8": { "choice": "Entailment", "spans": [ 14, 17, 18 ] }, "nda-13": { "choice": "NotMentioned", "spans": [] }, "nda-5": { "choice": "Entailment", "spans": [ 10 ] }, "nda-4": { "choice": "Entailment", "spans": [ 11 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001473637/000143209312000764/ex10-34.htm" }, { "id": 614, "file_name": "1475274_0001567619-17-000751_s001644x1_exd-2.htm", "text": "Exhibit (d)(2)\nCONFIDENTIALITY AGREEMENT\nThis Confidentiality Agreement (this \u201cAgreement\u201d) is made by and between RetailMeNot, Inc. (\u201cRetailMeNot\u201d), and Valassis Communications, Inc. (\u201cValassis\u201d).\n1. Background. RetailMeNot and Valassis intend to engage in discussions and negotiations concerning a possible transaction involving RetailMeNot and/or its Affiliates in which Valassis and/or one or more of its Affiliates would acquire all or a substantial portion of the equity interests or business of RetailMeNot (\u201cPossible Transaction\u201d). An \u201cAffiliate\u201d of a specified person or entity includes any other person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such specified person or entity. For the purpose of evaluating, discussing, negotiating and/or implementing the Possible Transaction (the \u201cPurpose\u201d), it is anticipated that certain confidential information concerning each party (in such capacity, the \u201cDisclosing Party\u201d) and/or its respective Affiliates, including without limitation, confidential information and materials developed by or concerning the business, operations, plans, procedures, properties, assets, locations and financial affairs, pricing, supplier and customer information, names and expertise of employees and consultants, trade secrets and intellectual property of the Disclosing Party and/or its Affiliates, and past, present or future products or services, research, development, improvements, procedures, processes, techniques, designs, data, drawings, compilations, information, and technical information and data related to the business affairs and operations of the Disclosing Party and/or its Affiliates (the \u201cConfidential Information\u201d) has been disclosed or delivered or will be disclosed or delivered, whether disclosed orally or disclosed or delivered in written, electronic or other form or media, by or on behalf of the Disclosing Party to the other party (in such capacity, the \u201cRecipient\u201d) and to certain of its Affiliates, and its and their respective general partners, managing members, directors, officers, employees, advisors and other representatives of the Recipient or such Affiliates, including attorneys, accountants, consultants, investment bankers and financing sources (collectively, \u201cRepresentatives\u201d). The Recipient may disclose Confidential Information to Representatives who have a need to know such information in connection with the Purpose and whom the Recipient shall make aware of, and direct to comply with, the terms set forth herein. The Recipient shall be responsible for any breach or failure to perform obligations expressly applicable to Representatives under this Agreement by its Representatives. Notwithstanding anything to the contrary in this Agreement, Valassis will not share, and will not permit its Affiliates or Representatives to share, any Confidential Information with financing sources without the prior written consent of RetailMeNot, which consent shall not be unreasonably withheld. RetailMeNot hereby consents to Credit Suisse Group AG and Bank of America Corporation and each of their respective Affiliates serving as debt financing sources to Valassis and/or its Affiliates.\n2. Confidential Information. As used in this Agreement, the term \u201cConfidential Information\u201d shall be deemed to include any notes, analyses, compilations, studies, interpretations, memoranda or other documents prepared by the Recipient or its Representatives to the extent they contain, reflect or are based upon, in whole or in part, any Confidential Information furnished to the Recipient or its Representatives pursuant hereto. Notwithstanding the foregoing, the term \u201cConfidential Information\u201d does not include information which Recipient can demonstrate (a) was known by the Recipient or its Affiliates or Representatives in their capacity as such prior to the time of disclosure to the Recipient by or on behalf of the Disclosing Party, (b) was or becomes available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement, (c) was, is or becomes available to the Recipient or its Representatives in their capacity as such from a third party who is not known by the Recipient or such Representative to be under any obligation of confidentiality to the Disclosing Party with respect thereto or otherwise prohibited from disclosing such information by any legal, contractual or fiduciary obligation, or (d) was or is independently developed by the Recipient or its Representatives without use of the Confidential Information.\n3. Use and Disclosure of Confidential Information. The Recipient, and its Representatives who have received Confidential Information pursuant hereto, shall use the Confidential Information only for the Purpose. The Confidential Information shall not be used for any other purpose without the prior written consent of the Disclosing Party. The Recipient and such Representatives shall hold the Confidential Information in confidence, and provide it with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care under the circumstances, and shall not disclose any Confidential Information, except as permitted by paragraph 1 hereof or where such disclosure is requested or required by law, regulation (including, without limitation, any rule, regulation or policy statement of any organized securities exchange, market or automated quotation system on which any of an entity\u2019s securities are listed or quoted), regulatory body, judicial process, or listing agreement (collectively, \u201cLaw\u201d). The Recipient agrees, to the extent permitted under applicable Law, to give the Disclosing Party notice of any such request or requirement as soon as reasonably practicable so that the Disclosing Party may, at the Disclosing Party\u2019s own expense, seek a protective order, confidential treatment request or other appropriate remedy, and the Recipient shall exercise commercially reasonable efforts to assist the Disclosing Party in obtaining such order or remedy. If, in the absence of a protective order, the Recipient is nonetheless compelled to disclose Confidential Information, the Recipient may disclose without liability hereunder that portion of the Confidential Information which the Recipient or its Representatives is legally compelled to disclose.\n4. Additional Non-Disclosure Obligations. Except where such disclosure is requested or required by Law (and then subject to the applicable terms of Section 3 above), without the prior written consent of the other party, each of the Disclosing Party and the Recipient will not, and each will direct its Representatives not to, disclose to any person or entity (other than its Representatives) (a) that the Confidential Information has been made available to the Recipient or its Representatives, (b) that investigations, discussions or negotiations are taking or have taken place concerning a Possible Transaction, or (c) any terms or other facts with respect to the Possible Transaction, including the status or existence thereof.\n5. Ownership of Confidential Information. The Recipient agrees that nothing in this Agreement shall be deemed to transfer ownership of Confidential Information or any patent, copyright, trade secret, trademark and other intellectual property rights therein. No license or conveyance of any such rights to the Recipient is granted or implied under this Agreement.\n6. Return or Destruction of Confidential Information. The Disclosing Party may elect at any time to terminate further access by the Recipient and its Representatives to the Confidential Information. The Recipient shall, upon the written request of the Disclosing Party, at its sole election, promptly, and in any event within 10 business days, either return or destroy all Confidential Information received by the Recipient and its Representatives (and all copies and reproductions thereof). Any destruction of materials shall be confirmed by the Recipient in writing. Notwithstanding the foregoing, the Recipient and its Representatives may each retain copies of the Confidential Information for compliance with applicable laws, rules or regulations, bona fide data retention policies or to establish its rights under this Agreement. Any Confidential Information that cannot be or is not returned or destroyed (such as oral Confidential Information) shall remain confidential, subject to the terms of this Agreement.\n7. No Representations or Warranties. The Recipient understands and acknowledges that neither the Disclosing Party nor any of its representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information, except as may be set forth in a definitive agreement with respect to the Possible Transaction. The Recipient agrees that neither the Disclosing Party nor any of its representatives shall have any liability to the Recipient or any of the Recipient\u2019s Representatives relating to or resulting from the Recipient\u2019s or their use of the Confidential Information or any errors therein or omissions therefrom except as may be set forth in a definitive agreement with respect to the Possible Transaction. To the extent Confidential Information includes materials subject to the attorney-client privilege, the Disclosing Party is not waiving, and shall not be deemed to have waived or diminished, its attorney work-product protections, attorney-client privileges or similar protections and privileges as a result of disclosing any Confidential Information (including Confidential Information related to pending or threatened litigation) to the Recipient or any of its Representatives.\n8. No Obligation to Consummate a Possible Transaction. This Agreement binds the parties only with respect to the matters expressly set forth herein. As such, unless and until a definitive written agreement regarding a Possible Transaction between the Disclosing Party and the Recipient has been executed, (a) neither the Disclosing Party nor the Recipient nor their respective Representatives or Affiliates will be under any legal obligation of any kind whatsoever to negotiate or consummate a Possible Transaction and (b) neither party will have any claim whatsoever against the other party or its Affiliates, or any of their respective directors, officers, members, shareholders or representatives arising out of or relating to any Possible Transaction, except pursuant to this Agreement.\n9. Injunctive Relief. The parties hereto agree that money damages may not be a sufficient remedy for a breach of this Agreement, and that the non-breaching party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for breach of this Agreement, but shall be in addition to all other remedies available at law or in equity to a party.\n10. No Waiver. No failure or delay by the parties hereto in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial waiver thereof preclude any other or further exercise thereof or the exercise of any other right hereunder.\n11. Termination. This Agreement shall continue in full force and effect during the term hereof regardless of whether the parties negotiate or consummate a Possible Transaction. This Agreement will terminate automatically upon the earlier of (a) 24 months after the date hereof, or (b) the date on which a definitive binding agreement, if any, with respect to the Possible Transaction is entered into between the Disclosing Party and the Recipient or their respective Affiliates.\n12. Choice of Law. This Agreement shall, to the fullest extent permitted under applicable laws, be construed and enforced in accordance with the laws of the State of Delaware and of the United States applicable in Delaware, as applied to contracts made and to be performed entirely within Delaware, without giving effect to principles of conflict of law requiring the application of the laws of another jurisdiction. Each party hereby irrevocably submits to the personal jurisdiction of the state and federal courts located in Delaware, over any suit, action or proceeding arising out of or relating to this Agreement. Each party hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. Each party further agrees that a final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon such party. THE PARTIES HEREBY IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.\n13. Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Notwithstanding the foregoing, however, the Disclosing Party shall not assign this Agreement, or delegate its duties or obligations hereunder, without the prior written consent of the Recipient. Any purported assignment or delegation without such consent shall be void and unenforceable.\n14. Authority. Each party represents and warrants that it possesses all necessary powers and authority to enter into and be bound by this Agreement.\n15. Severability. If any provision of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provision as applied to other persons, places or circumstances shall remain in full force and effect.\n16. Costs. Except as expressly provided in this Agreement, each party shall pay its own costs and expenses incurred in connection with the Possible Transaction, including the negotiation, preparation and execution of this agreement and its evaluation and review of any Confidential Information.\n17. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when delivered personally; (b) by overnight courier, upon written verification of receipt; (c) by e-mail or facsimile transmission, upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or to such other address as either party may provide in writing.\n18. Miscellaneous. This Agreement (i) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, superseding all prior agreements, written or oral, (ii) may not be amended, except in writing executed by duly authorized officers or agents of each of the parties and (iii) may be executed in counterparts, including by facsimile or electronic mail (including pdf or any electronic signature complying with the United States federal ESIGN Act of 2000).\n19. Non-Solicitation. For a period of 12 months after the date of this Agreement, the Recipient agrees not to, directly or indirectly, induce, recruit, encourage or solicit for employment, offer employment to, employ, or engage as an independent contractor (the \u201cProhibited Activities\u201d), (i) any members of the executive management team of the Disclosing Party or (ii) any other employee of the Disclosing Party to whom the Recipient was introduced, exposed, or whom it became aware of as a result of the consideration, evaluation or negotiation of a Possible Transaction (any such person described in clauses (i) or (ii), a \u201cCovered Employee\u201d); provided that the Recipient shall not be restricted from placing in general circulation (which shall include websites or mobile applications such as Indeed, Linkedin, Monster.com, Craigslist or the like) any solicitation for employment (including advertisements placed by a recruiting firm or similar organization) not specifically directed toward any of the Covered Employees or from employing any person who responds thereto; provided, further, that the restrictions of this paragraph shall not apply to any Covered Employee who has not been employed by the Disclosing Party for a period of at least three months prior to such solicitation or hiring, as the case may be.\n20. Standstill. In consideration of, and only upon, the Confidential Information being furnished to Valassis pursuant to this Agreement, Valassis agrees that, for a period of 12 months from the date of this Agreement (the \u201cStandstill Period\u201d), Valassis shall not, directly or indirectly (through any of its Affiliates or its and their respective Representatives with knowledge of the Possible Transaction), unless specifically approved in advance by the Board of Directors of RetailMeNot (the \u201cBoard\u201d) in writing:\n(a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal or offer to acquire or effect, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of RetailMeNot, direct or indirect rights to acquire any securities of RetailMeNot (including any derivative securities, rights or options with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of RetailMeNot or any assets of RetailMeNot,\n(b) make, or in any way participate in, directly or indirectly, any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of RetailMeNot,\n(c) form, join or in any way participate in a \u201cgroup\u201d (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d)) with respect to any voting securities of RetailMeNot,\n(d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of RetailMeNot,\n(e) make any public disclosure, or take any action that would reasonably be expected to require RetailMeNot to make any public disclosure, with respect to any of the matters set forth in this Agreement (except as required by applicable Law),\n(f) disclose any intention, plan or arrangement inconsistent with the foregoing (except as required by applicable Law), or\n(g) enter into any agreements, or advise, assist or encourage any other persons (other than its Representatives or RetailMeNot or its representatives) in connection with any of the foregoing.\nNotwithstanding the foregoing provisions of this Section 20 or any other provision of this Agreement, (i) nothing in this Agreement shall restrict Valassis or any other person from taking the actions set forth in clauses (a) \u2212 (g) following termination of the Standstill Period, (ii) nothing in this Agreement shall prevent Valassis or any person acting on its behalf from making any proposal regarding a business combination or other transaction directly to the Board or Chief Executive Officer of RetailMeNot on a confidential basis and from discussing such proposal with such persons if such proposal would not reasonably be expected to require RetailMeNot to make a public announcement and (iii) the Standstill Period shall terminate, and the restrictions set forth in this Section 20 shall terminate and be of no further force and effect, (A) if RetailMeNot enters into a definitive agreement with a party other than Valassis or its Affiliates with respect to, or publicly announces that it plans to enter into, a transaction involving 30% or more of RetailMeNot\u2019s then-outstanding equity securities or assets (or equity securities of subsidiaries of RetailMeNot holding assets) constituting 35% or more of the consolidated assets of RetailMeNot and its subsidiaries (whether by merger, consolidation, business combination, tender or exchange offer, recapitalization, restructuring, sale, equity issuance or otherwise) (an \u201cAlternative Transaction\u201d), (B) if RetailMeNot publicly announces or confirms that it is in discussions with one or more parties with respect to an Alternative Transaction, or (C) in the event of any announcement or commencement by any person, entity or \u201cgroup\u201d (within the meaning of Section 13(d)(3) of the Exchange Act) of a tender or exchange offer to acquire RetailMeNot\u2019s equity securities which, if successful, would result in such person, entity or group owning, when combined with any other equity securities of RetailMeNot owned by such person, entity or group, 30% or more of RetailMeNot\u2019s then outstanding equity securities.\nIn the event that, during the Standstill Period, in connection with the evaluation, discussion, negotiation and/or implementation of a possible Alternative Transaction (i) RetailMeNot enters into a confidentiality agreement that does not include \u201cstandstill\u201d restrictions similar to those included in this Section 20, or (ii) RetailMeNot enters into a confidentiality agreement that includes \u201cstandstill\u201d restrictions for a term shorter than twelve months or otherwise less restrictive in any material respect than the restrictions set forth in this Section 20, then RetailMeNot shall promptly inform Valassis in writing and, in the case of the preceding clause (i), the Standstill Period shall terminate or, in the case of the preceding clause (ii), such shorter term and/or other materially less restrictive provision(s) shall supersede and be deemed to replace the twelve month restrictive period and/or other more restrictive provision(s) set forth in this Section 20, in each case immediately and without any further action of the parties.\n21. Certain Acknowledgements of the Disclosing Party. The Disclosing Party acknowledges that the Recipient and/or its Affiliates are engaged in businesses similar to or the same as the Disclosing Party, and that neither the execution of this Agreement nor receipt of Confidential Information is intended to or shall restrict their ability to compete with the Disclosing Party in the ordinary course of business without using Confidential Information in that capacity.\nThe parties have executed this Agreement on the last date set forth below.\nRETAILMENOT, INC\nBy: /s/ Jonathan Kaplan\nName: Jonathan Kaplan\nTitle: General Counsel and Secretary\nDate: 1/10/2017\n301 Congress Avenue, Suite 600\nAustin, Texas 78701\nAttention: General Counsel\nkaplan@rmn.com\nVALASSIS COMMUNICATIONS, INC.\nBy: /s/ Edward Taibi\nName: Edward Taibi\nTitle: Director\nDate: 1/10/2017\nAddress:35 E. 62 Street\nNY NY 10065\n[Signature Page to Confidentiality Agreement]\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 40 ], [ 41, 196 ], [ 197, 212 ], [ 212, 539 ], [ 539, 783 ], [ 783, 2351 ], [ 2351, 2593 ], [ 2593, 2762 ], [ 2762, 3063 ], [ 3063, 3257 ], [ 3258, 3287 ], [ 3287, 3688 ], [ 3688, 3816 ], [ 3816, 4000 ], [ 4000, 4153 ], [ 4153, 4530 ], [ 4530, 4652 ], [ 4653, 4704 ], [ 4704, 4864 ], [ 4864, 4992 ], [ 4992, 5745 ], [ 5745, 6207 ], [ 6207, 6502 ], [ 6503, 6532 ], [ 6532, 6545 ], [ 6545, 6805 ], [ 6805, 6895 ], [ 6895, 6998 ], [ 6998, 7120 ], [ 7120, 7233 ], [ 7234, 7276 ], [ 7276, 7492 ], [ 7492, 7596 ], [ 7597, 7651 ], [ 7651, 7796 ], [ 7796, 8089 ], [ 8089, 8166 ], [ 8166, 8432 ], [ 8432, 8614 ], [ 8615, 8652 ], [ 8652, 8981 ], [ 8981, 9382 ], [ 9382, 9860 ], [ 9861, 9916 ], [ 9916, 10010 ], [ 10010, 10166 ], [ 10166, 10380 ], [ 10380, 10651 ], [ 10652, 10674 ], [ 10674, 10935 ], [ 10935, 11116 ], [ 11117, 11132 ], [ 11132, 11382 ], [ 11383, 11400 ], [ 11400, 11560 ], [ 11560, 11624 ], [ 11624, 11664 ], [ 11664, 11861 ], [ 11862, 11881 ], [ 11881, 12279 ], [ 12279, 12481 ], [ 12481, 12820 ], [ 12820, 12978 ], [ 12978, 13117 ], [ 13118, 13134 ], [ 13134, 13262 ], [ 13262, 13457 ], [ 13457, 13549 ], [ 13550, 13565 ], [ 13565, 13698 ], [ 13699, 13717 ], [ 13717, 14049 ], [ 14050, 14061 ], [ 14061, 14344 ], [ 14345, 14358 ], [ 14358, 14503 ], [ 14503, 14556 ], [ 14556, 14620 ], [ 14620, 14723 ], [ 14723, 14816 ], [ 14816, 14934 ], [ 14935, 14954 ], [ 14954, 14969 ], [ 14969, 15122 ], [ 15122, 15239 ], [ 15239, 15423 ], [ 15424, 15446 ], [ 15446, 15712 ], [ 15712, 15788 ], [ 15788, 16034 ], [ 16034, 16041 ], [ 16041, 16742 ], [ 16743, 16759 ], [ 16759, 17256 ], [ 17257, 17841 ], [ 17842, 18155 ], [ 18156, 18376 ], [ 18377, 18571 ], [ 18572, 18813 ], [ 18814, 18936 ], [ 18937, 19128 ], [ 19129, 19231 ], [ 19231, 19350 ], [ 19350, 19356 ], [ 19356, 19408 ], [ 19408, 19823 ], [ 19823, 19973 ], [ 19973, 20585 ], [ 20585, 20733 ], [ 20733, 21193 ], [ 21194, 21362 ], [ 21362, 21515 ], [ 21515, 21856 ], [ 21856, 21939 ], [ 21939, 22238 ], [ 22239, 22293 ], [ 22293, 22706 ], [ 22707, 22781 ], [ 22782, 22798 ], [ 22799, 22822 ], [ 22823, 22844 ], [ 22845, 22881 ], [ 22882, 22897 ], [ 22898, 22928 ], [ 22929, 22948 ], [ 22949, 22975 ], [ 22976, 22990 ], [ 22991, 23020 ], [ 23021, 23041 ], [ 23042, 23060 ], [ 23061, 23076 ], [ 23077, 23092 ], [ 23093, 23116 ], [ 23117, 23128 ], [ 23129, 23174 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 33, 34 ] }, "nda-10": { "choice": "Entailment", "spans": [ 27, 28, 29, 30, 31 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 7 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 14, 18 ] }, "nda-20": { "choice": "Entailment", "spans": [ 39 ] }, "nda-3": { "choice": "Entailment", "spans": [ 7 ] }, "nda-18": { "choice": "Entailment", "spans": [ 89, 90, 91, 92, 93, 97 ] }, "nda-7": { "choice": "Entailment", "spans": [ 7, 8 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 22, 23 ] }, "nda-13": { "choice": "Entailment", "spans": [ 14, 17 ] }, "nda-5": { "choice": "Entailment", "spans": [ 7, 8 ] }, "nda-4": { "choice": "Entailment", "spans": [ 0, 20, 21 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001475274/000156761917000751/s001644x1_exd-2.htm" }, { "id": 615, "file_name": "1485469_0001193125-19-222469_d760929dex99d3.htm", "text": "Exhibit (d)(3)\nCONFIDENTIALITY AGREEMENT\nTHIS CONFIDENTIALITY AGREEMENT (this \u201cAgreement\u201d) is made and entered into as of this 19th day of September, 2018, by and between Tower International, Inc. (the \u201cDisclosing Party\u201d) and Autokiniton Global Group, Inc. (the \u201cRecipient\u201d or \u201cAGG\u201d).\nRECITALS\nA. The Recipient has expressed an interest in having the Disclosing Party provide certain financial, business, legal or other information to the Recipient in connection with a potential transaction involving the Disclosing Party, on the one hand, and the Recipient or any controlled affiliate thereof, on the other hand (the \u201cProposed Transaction\u201d).\nB. In connection with the provision of such information, the Recipient has agreed to maintain the confidentiality of, and agreed to restrict the use of, such information and to certain other restrictions as set forth herein.\nAGREEMENT\nIn consideration of the foregoing premises and the mutual covenants and the agreements hereafter set forth, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:\nSection 1. Definitions. As used in this Agreement, the following terms have the meanings stated in this Section 1:\n\u201cEvaluation Material\u201d means (a) all confidential and/or proprietary information, data, agreements, documents, reports, \u201cknow-how\u201d, interpretations, plans, studies, forecasts, projections and records (whether in oral or written form, electronically stored or otherwise) containing or otherwise reflecting information concerning the Disclosing Party, any of its subsidiaries or affiliates, their respective businesses or assets and other similar information whether received before (but following August 2, 2018), on or after the date of this Agreement, (b) all memoranda, notes, analyses, compilations, studies or other documents to the extent the same reflect, were developed based upon or which include any such Evaluation Material (whether in written form, electronically stored or otherwise), whether prepared by the Disclosing Party, the Recipient or any other Person, and (c) this Agreement, the terms, provisions and conditions of this Agreement, the existence or purpose of this Agreement or the Proposed Transaction or any of the terms, conditions or other facts with respect to the Proposed Transaction, including without limitation, the fact that the parties are discussing a Proposed Transaction or the status thereof (such information described in this clause (c), \u201cTransaction Information\u201d); provided, however, that \u201cEvaluation Material\u201d does not include, with respect to clauses (a) and (b) of this paragraph, (i) information that was already in the possession of the Recipient or its Representatives prior to receipt hereunder and that was not acquired or obtained from the Disclosing Party or a source that was known by the Recipient or its applicable Representatives to be bound by a contractual, legal or fiduciary obligation to the Disclosing Party with respect to such information that prohibited such disclosure, (ii) information that is obtained by the Recipient from a source other than the Disclosing Party unless such source is known by the Recipient or its Representatives after reasonable inquiry to be bound by a contractual, legal or fiduciary obligation to the Disclosing Party with respect to such information that prohibited such disclosure, (iii) information that is or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives in violation of the provisions of this Agreement or (iv) is independently developed by the Recipient or its Representatives through personnel who have not had access to the Evaluation Material.\n\u201cContact Persons\u201d means James Gouin, Jeffrey Kersten, Nanette Dudek, and any other individual designated in writing to the Recipient or its Representatives as an additional Contact Person by James Gouin, Jeffrey Kersten or Nanette Dudek.\n\u201cPerson\u201d means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization of any kind, including, without limitation, a governmental authority or agency.\n\u201cRepresentative\u201d of a Person means such Person\u2019s officers, directors, employees, partners, members, controlled affiliates, accountants, attorneys, financial advisors, consultants, other agents or representatives, but shall not include financing sources (other than, with respect to the Recipient, Merrill Lynch Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co., LLC and each of the lenders listed on Schedule I hereto (the \u201cLenders\u201d)); provided that, with respect to Recipient, \u201cRepresentative\u201d shall also include KPS Capital Partners, LP (\u201cKPS\u201d) (and its respective Representatives), and Representatives of the Lenders; provided further that upon disclosure of Evaluation Material to KPS, KPS shall be deemed to be bound by all of the terms of this Agreement applicable to Recipient and its affiliates and AGG shall be responsible for any and all breaches of the terms of this Agreement applicable to Recipient by KPS. Prior to disclosure of any Evaluation Material to KPS, KPS shall execute and deliver to the Disclosing Party a joinder in the form of Exhibit A attached hereto. With respect to KPS, its \u201cRepresentatives\u201d shall include only its officers, directors, accountants, attorneys, consultants and advisors, and, with the prior written consent of the Disclosing Party (not to be unreasonably withheld) certain of the current limited partners of funds affiliated with, or managed by, KPS (and their respective officers, directors, accountants, attorneys, consultants and advisors).\n\u201cTrade Secret\u201d means that portion of the Evaluation Material that consists of (i) all software code and technology, and (ii) such other Evaluation Material reasonably designated as a Trade Secret by the Disclosing Party at the time such Evaluation Material is provided by providing such information in a folder identified as containing Trade Secrets in the electronic data room used to facilitate the sharing of Evaluation Material.\nSection 2. Agreement Not to Disclose or Use Evaluation Material.\n(a) Non-Disclosure of Evaluation Material. The Recipient shall not and shall direct its Representatives not to, directly or indirectly, disclose, reveal, divulge, publish or otherwise make known any of the Evaluation Material to any Person, except as provided in Section 2(c) or Section 7 below. Except as otherwise provided herein, the Recipient shall treat the Evaluation Material as confidential at all times.\n(b) Limitations on Use of Evaluation Material. The Recipient shall, and shall direct its Representatives to, use the Evaluation Material solely for the purpose of evaluating, negotiating or consummating the Proposed Transaction in accordance with the terms of this Agreement.\n(c) Permitted Disclosure. The Recipient may disclose the Evaluation Material to its Representatives (including, for the avoidance of doubt, KPS) who (x) need to know such information to enable the Recipient to evaluate, negotiate, consummate or finance the Proposed Transaction, (y) are informed of the confidential nature of the Evaluation Material and (z) who agree (or are otherwise obligated) to treat the Evaluation Material in a manner consistent with the terms of this Agreement and are informed that they may use the Evaluation Material only in strict accordance with the provisions of this Agreement. AGG shall be fully responsible for any violation of this Agreement by any of its Representatives (including, for the avoidance of doubt, any failure by its Representatives to comply with directions required hereunder).\n(d) Ownership. The Evaluation Material provided by the Disclosing Party or its Representatives (including to the extent reflected or included in derivative works) is owned solely and exclusively by the Disclosing Party, shall remain the exclusive property of the Disclosing Party, and the Recipient shall have no right, title or interest in, to or under any of the Evaluation Material or any material developed from the Evaluation Material except for the limited rights to use the Evaluation Materials herein.\nSection 3. Standstill. Recipient agrees, for the period commencing on the date first written above and ending eighteen (18) months from the date hereof that, unless specifically invited in writing by the Disclosing Party, it shall not, and shall cause its affiliates (that have received Evaluation Material) not to, directly or indirectly, acting alone or in concert with others (and shall not assist, provide or arrange financing to or for others or otherwise encourage others to):\n(a) enter into any discussions, negotiations, arrangements or understandings with respect to any acquisition or sale of, or acquire or sell or agree, offer or propose to acquire or sell (or request permission to do so), by purchase or otherwise, ownership (including, without limitation, beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the \u201cExchange Act\u201d)) of (i) the Disclosing Party or any of its affiliates, (ii) any material portion of the assets or property of the Disclosing Party or any of its affiliates, (iii) any debt or equity securities of, or direct or indirect rights to acquire any debt or equity securities of, the Disclosing Party or any of its affiliates, (iv) any other debt (including without limitation, institutional debt (bank or otherwise), commercial paper, notes, debentures, and bonds of the Disclosing Party or any of its affiliates, (v) any rights or options to acquire or sell such ownership (including from a third party), or (vi) any derivatives or other contract rights the value of which in whole or in substantial part derives from or is based upon the trading prices of any securities or instruments issued by the Disclosing Party or any of its affiliates;\n(b) make, or in any way participate in, any \u201csolicitation\u201d of \u201cproxies\u201d to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission promulgated pursuant to the Exchange Act), or seek to advise or influence in any manner whatsoever any Person with respect to the voting of, any voting securities of the Disclosing Party;\n(c) form, join or in any way participate in a \u201cgroup\u201d within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of the Disclosing Party;\n(d) solicit or submit a proposal for, or offer of (with or without conditions) any merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization, purchase of a material portion of the assets or property of or other similar extraordinary transaction involving the Disclosing Party or any of its affiliates;\n(e) seek or propose to influence or control the management or the policies of the Disclosing Party or any its affiliates or to obtain representation on the Board of Directors of the Disclosing Party or any of its affiliates, or solicit, or participate in the solicitation of, any proxies or consents with respect to any securities or instruments of the Disclosing Party or any of its affiliates;\n(f) take any action which might require the Disclosing Party or any of its affiliates to make a public announcement regarding the types of matters set forth in (a) through (e) above in this sentence;\n(g) enter into any discussions, negotiations, arrangement or understandings with any third party (other than Representatives in connection with the Proposed Transaction) with respect to any of the foregoing; or\n(h) make any public announcement with respect to any of the foregoing;\nprovided, that nothing contained in this Section 3 shall limit the Recipient or any of its affiliates from making any proposal regarding a Proposed Transaction directly to the Disclosing Party\u2019s board of directors or a Contact Person on a confidential basis so long as such proposal does not require any party to make a public announcement regarding this letter agreement or such proposal.\nSection 4. Non-Solicit. The Recipient shall not, and shall cause its affiliates that have received Evaluation Material hereunder not to, for a period of eighteen (18) months from the date hereof, solicit or employ any Covered Employee (as defined below) of the Disclosing Party or any of its affiliates without the written consent of the Disclosing Party; provided, that, the Recipient shall not be precluded from soliciting or hiring any person who (i) responds to a general solicitation or advertisement not targeted specifically at employees of the Disclosing Party or any of its affiliates (whether posted on a public internet site or in a magazine, newspaper or other publication), (ii) is submitted to the Recipient or its affiliates by a bona fide search firm so long as the Recipient or its applicable affiliates do not direct such search firm to target such individual or the employees of the Disclosing Party or its affiliates, (iii) has ceased to be employed by the Disclosing Party and its affiliates for at least six (6) months at the time he or she enters into discussions for employment with the Recipient or its affiliates if such individual resigned from the Disclosing Party or (iv) has ceased to be employed by the Disclosing Party and its affiliates at the time he or she enters into discussions for employment with the Recipient or its affiliates if such individual\u2019s employment was terminated by the Disclosing Party. For the avoidance of doubt, subject to Section 12, nothing in this Section 4 shall limit the rights of the Recipient\u2019s affiliates that have not been provided Evaluation Material. \u201cCovered Employee\u201d means those officers and employees listed on Schedule II hereto.\nSection 5. Non-Contact. The Recipient shall not and shall cause its affiliates which receive Evaluation Material not to and direct its other Representatives (acting on the Recipient\u2019s or its affiliates\u2019 behalf) not to initiate or maintain contact with any individual or entity known by the Recipient or such affiliate or such other Representative to be a customer, supplier, lender, officer, director, manager, member, or employee of the Disclosing Party or any of its affiliates regarding the Proposed Transaction (or any similar transaction), except through, or as directed by, the Contact Persons, it being understood that contact and conduct in the ordinary course of business consistent with past practices unrelated to the Proposed Transaction shall not be prohibited. Notwithstanding the foregoing, the Recipient and its Representatives shall not be prohibited from conducting customary general market diligence activities through expert networks, so long as (a) the experts are specifically approved in advance by the Disclosing Party (such approval is hereby given in respect of Oliver Wyman), and (b) the Disclosing Party is not identified and no Evaluation Material is disclosed in connection with such diligence activities. All (i) communications regarding the Proposed Transaction or any similar transaction, (ii) requests for additional information regarding the Proposed Transaction or any similar transaction, (iii) requests for facility tours or management meetings, and (iv) discussions or questions regarding procedures in connection with the Proposed Transaction or any similar transaction, shall be submitted or directed exclusively to the Contact Persons or counsel to the Disclosing Party, who will, as they deem appropriate, arrange for contacts for due diligence purposes. The Recipient confirms and agrees that it is not acting as a broker for any Person or group (within the meaning of Section 13(d)(3) of the Exchange Act), and that the Recipient and its affiliates are considering the Proposed Transaction only for investment by or through AGG.\nSection 6. No Restrictions on Debt Finance Sources. Without the prior written consent of the Disclosing Party, the Recipient shall not, and the Recipient\u2019s Representatives shall not on the behalf of Recipient or any other Representative of Recipient, enter into any contract, arrangement or understanding expressly prohibiting any bank, investment bank or other potential provider of debt financing, including without limitation, the Lenders, from providing or seeking to provide debt financing or financial advisory services to any other Person in connection with the Proposed Transaction; provided, however, that any customary \u201ctree\u201d arrangements with financial institutions or financing sources by which a deal team at each institution works on providing financial advisory services or obtaining or providing potential financing for Recipient and/or its Representatives for a Proposed Transaction (and is not permitted to work on obtaining or providing financial advisory services or potential financing for any other bidder pursuing a potential transaction) but other deal teams at such institution may provide financial advisory services or work on obtaining or providing potential debt financing for other bidders pursuing a potential transaction, shall be deemed not to so prohibit bank, investment bank or other potential provider of debt financing. For the avoidance of doubt, references in Sections 3-6 of this Agreement to a \u201cRepresentative\u201d of the Recipient are not intended to restrict such a Representative if not acting on behalf of the Recipient or its affiliates.\nSection 7. Compelled Disclosure. Notwithstanding the provisions of Section 2 of this Agreement to the contrary, if the Recipient or any of its Representatives are required or requested to disclose any Evaluation Material pursuant to any applicable law, rule, regulation, subpoena, court order or other administrative, regulatory, self-regulatory or legal process (collectively, \u201cLaw\u201d), the Recipient shall promptly (unless prohibited by Law and except pursuant to routine regulatory audits, examinations, inquiries or requests, in each case, of Recipient or any of its Representatives and not specific to the Proposed Transaction) notify the Disclosing Party in writing of any such requirement so that the Disclosing Party may seek, at its sole expense, an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. The Recipient shall, and shall direct its Representatives to, reasonably cooperate with the Disclosing Party to obtain such a protective order or other remedy. If such order or other remedy is not obtained, or the Disclosing Party waives compliance with the provisions of this Agreement, the Recipient and its Representatives shall disclose only that portion of the Evaluation Material which they are advised by counsel that they are legally required to so disclose and shall use commercially reasonable efforts (at the Disclosing Party\u2019s expense) to obtain reasonable assurance that confidential treatment will be accorded the Evaluation Material so disclosed.\nSection 8. Return or Destruction of Evaluation Material. As promptly as practicable following the written request of the Disclosing Party (but in any event within seven (7) calendar days), the Recipient shall, and shall direct its Representatives to, destroy all Evaluation Material in tangible form (whether in written form, electronically stored or otherwise) furnished to Recipient and in Recipient\u2019s possession or in the possession of any of its Representatives, and neither the Recipient nor any of its Representatives shall retain any copies thereof, except to the extent required to comply with applicable Law or bona fide internal record retention policies or procedures for legal, compliance or regulatory purposes; provided, that nothing contained herein shall require any Person to destroy Evaluation Material in electronic form (including any computer systems, back-up and archive tapes or other electronic backup systems) to the extent that such destruction is not commercially practicable and any retained Evaluation Material is not accessed by Recipient or its Representatives\u2019 personnel except by any legal, compliance or information technology personnel in the course of their respective duties. Upon the written request of the Disclosing Party, the Recipient shall as promptly as practicable confirm in writing such destruction to the Disclosing Party as required by this Section 8 (e-mail being sufficient).\nSection 9. No Representations and Warranties; No Liability; Definitive Agreement.\n(a) No Representations and Warranties. The Evaluation Material is being provided to the Recipient \u201cas is\u201d and without any representation or warranty of any kind, either express or implied. The Recipient understands and agrees that neither the Disclosing Party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material nor will any of them have any liability to Recipient or its Representatives or any other Person relating to or resulting from the use of the Evaluation Material or any errors therein or omissions therefrom. The Recipient understands and agrees that neither the Disclosing Party nor any of its Representatives is under any duty or obligation to provide the Recipient with access to any information, and nothing herein is intended to impose any such obligation on the Disclosing Party or any of its Representatives. The above Section 9(a) is qualified in its entirety by any provision to the contrary in a final and definitive agreement with respect to the Proposed Transaction.\n\u30fc 6 \u30fc\n(b) No Liability. Recipient understands and agrees that the Evaluation Materials prepared by the Disclosing Party or its Representatives were prepared for their internal purposes only, and thus may not be suitable for the Recipient\u2019s purposes. The Recipient acknowledges and agrees that the Recipient will make its own independent evaluation of the Proposed Transaction and will not be relying on the Disclosing Party or any of its Representatives in connection with the Proposed Transaction and that neither the Disclosing Party nor any of its Representatives is acting as the Recipient\u2019s broker or advisor in connection with the Proposed Transaction. The Recipient shall not, and shall cause its Representatives not to, pursue any action, suit or proceeding against the Disclosing Party or any of its Representatives arising from or relating to the provision by the Disclosing Party or its Representatives to the Recipient and its Representatives of the Evaluation Material or the information contained therein. The above Section 9(b) is qualified in its entirety by any provision to the contrary in a final and definitive agreement with respect to the Proposed Transaction.\n(c) Definitive Agreement. This Agreement does not constitute a binding agreement or obligation to reach a final and definitive agreement with respect to the Proposed Transaction and no contract or agreement providing for any transaction shall be deemed to exist until a final and definitive agreement has been negotiated, fully executed and delivered. Unless and until such a definitive agreement with respect to the Proposed Transaction has been negotiated, fully executed and delivered, none of the Disclosing Party, its affiliates, or the Recipient (or its affiliates) shall be under any legal obligation of any kind whatsoever with respect to such a transaction, or any other transaction or matter, by virtue of this Agreement, except for the matters specifically set forth herein. The Disclosing Party reserves the right, in its sole and absolute discretion, to reject any and all offers and proposals made by the Recipient and to terminate discussions with the Recipient at any time.\nSection 10. Specific Performance.\n(a) Acknowledgment. The parties hereby acknowledge and agree that the provisions of this Agreement are of a special and unique nature, the breach of which may not be accurately compensated for in damages by an action at law, and that the breach or threatened breach of the provisions of this Agreement by either party may cause the other party irreparable harm and that money damages would not be an adequate remedy for any breach or threatened breach of the provisions of this Agreement by either party.\n(b) Specific Performance. The parties hereby agree on behalf of themselves and their respective Representatives that the other party and their respective Representatives shall be entitled to seek equitable relief, including, without limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of this Agreement by the other party or any of its Representatives and to specifically enforce the terms and provisions of this Agreement, this being in addition to any other remedy to which the parties or their respective Representatives may be entitled at law or in equity.\nSection 11. [Intentionally Omitted]\nSection 12. Securities Laws. The Recipient hereby acknowledges that it is aware, and that Recipient shall advise its Representatives who are informed of the matters that are the subject of this Agreement, that the United States securities laws place certain restrictions on any person who has material, non-public information concerning an issuer, with respect to purchasing or selling securities of such issuer or from communicating such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities.\nSection 13. Additional Matters.\n(a) Notwithstanding anything in this Agreement to the contrary, the Disclosing Party acknowledges that the Recipient or the Recipient\u2019s Representatives may be engaged in business in which the Recipient or the Recipient\u2019s Representatives may compete with the Disclosing Party. Subject to compliance with the express restrictions herein, this Agreement shall not prevent the Recipient or the Recipient\u2019s Representatives from conducting discussions or entering into transactions that are similar to the Proposed Transaction with other third parties or from engaging in business that is the same as, or similar to, the business conducted by the Disclosing Party or its affiliates.\n(b) For the avoidance of doubt, references herein to \u201caffiliates\u201d of the Disclosing Party shall mean controlled affiliates of the Disclosing Party.\n(c) The Disclosing Party acknowledges that one or more of KPS\u2019s employees, consultants and advisors may serve as board members, officers, employees or advisors of its portfolio companies (including the Recipient) (such individuals, \u201cDual Role Persons\u201d). No such portfolio company (other than Recipient) will be deemed to have received, or to have been made aware of, Evaluation Material solely due to such dual roles of such Dual Role Persons, so long as such Dual Role Persons do not provide any Evaluation Material to the other board members, officers, employees or advisors of such company (excluding other Dual Role Persons). KPS is not permitted to share Evaluation Material with its portfolio companies (other than the Recipient) without the further written approval of the Disclosing Party.\n(d) Without the Recipient\u2019s prior written consent, the Disclosing Party shall not, and shall direct its Representatives not to, disclose to any Person, any Transaction Information that would reasonably be expected to identify the Recipient or the identity of any of its affiliates. The Disclosing Party shall be responsible for any and all breaches of the terms of this clause by its Representatives (including, for the avoidance of doubt, any failure by its Representatives to comply with directions required hereunder). However, the foregoing shall not restrict any disclosures which the Disclosing Party or its Representatives determine in their discretion are required or advisable for legal or regulatory reasons, including disclosures to regulatory or self-regulatory authorities or pursuant to stock exchange rules or other disclosures which are customary for listed companies.\nSection 14. Miscellaneous.\n(a) Notices. All notices, requests, demands and other communications to any party or given under this Agreement must be in writing and delivered personally, by overnight delivery or courier or by registered mail to the parties at the address specified for such parties on the signature pages hereto (or at such other address as may be specified by a party in writing given at least five business days prior thereto).\n(b) Counterparts. This Agreement may be executed simultaneously in one or more counterparts, and by different parties hereto in separate counterparts, each of which when executed will be deemed an original, but all of which taken together will constitute one and the same instrument.\n\u30fc 8 \u30fc\n(c) Amendment of Agreement. This Agreement may not be amended, modified or waived except by an instrument in writing signed on behalf of each of the parties hereto.\n(d) Successors and Assigns; Assignability. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and permitted assigns of, the parties hereto. This Agreement may not be assigned by any party without the prior written consent of the other party. Any assignment or attempted assignment in contravention of this subsection shall be void ab initio and shall not relieve the assigning party of any obligation under this Agreement.\n(e) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed entirely within that state, without reference to conflicts of laws provisions.\n(f) Integration. This Agreement contains and constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements and understandings, whether written or oral, of the parties hereto with respect to the subject matter hereof. In the event of a conflict between this Agreement and any conflicting terms and conditions connected to a virtual dataroom or other document sharing platform, this Agreement shall control.\n(g) Severability. If any term or provision of this Agreement shall be determined to be invalid, illegal or incapable of being enforced by any rule of law, public policy or other reason, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the protections afforded hereby are fulfilled to the maximum extent possible.\n(h) No Waiver; Remedies. No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver of such right, power or privilege. A single or partial exercise of any right, power or privilege shall not preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement shall be cumulative and not exclusive of any rights or remedies provided by law.\n(i) No Third-Party Rights. This Agreement is not intended, and shall not be construed, to create any rights in any parties other than the Disclosing Party, the Recipient and their respective Representatives and no Person may assert any rights as third-party beneficiary hereunder, except for the rights of the Indemnified Persons under Section 11 hereof. The parties acknowledge and agree, for the avoidance of doubt, that the parties hereto intend that the Disclosing Party\u2019s subsidiaries are third-party beneficiaries hereof.\n(j) Waiver of Jury Trial. EACH OF THE DISCLOSING PARTY AND THE RECIPIENT HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LAWSUIT, PROCEEDING OR ACTION TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS AGREEMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR TO BE DELIVERED IN CONNECTION WITH THIS AGREEMENT AND AGREES THAT ANY LAWSUIT, PROCEEDING OR ACTION WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.\n\u30fc 9 \u30fc\n(k) Submission to Jurisdiction. Each of the Disclosing Party and the Recipient hereby (i) agrees that any lawsuit, proceeding or action with respect to this Agreement may be brought only in the courts of the State of New York sitting in the Borough of Manhattan of the City of New York or of the United States of America for the Southern District of New York, (ii) accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of such courts, (iii) irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any lawsuit, proceeding or action in those jurisdictions, and (iv) irrevocably consents to the service of process of any of the courts referred to above in any lawsuit, proceeding or action by the mailing of copies of the process to the parties hereto as provided in clause (a) above. Service effected as provided in this manner will become effective ten calendar days after the mailing of the process.\n(l) Term. This Agreement shall terminate and be of no further force or effect on the date which is two (2) years from the date hereof; provided, however, that, (i) with respect to Evaluation Material that is a Trade Secret under applicable law, the confidentiality obligations set forth herein shall continue to apply so long as such Evaluation Material remains a trade secret under applicable law and (ii) with respect to Evaluation Material that is retained pursuant to Section 8, the confidentiality obligations set forth herein shall continue to apply for an additional five (5) years following such termination.\n(m) No Strict Construction. This Agreement was negotiated fully and equally between the parties and their legal counsel, and any ambiguity in this Agreement shall not be construed against any particular party as a result of the drafting hereof.\n[Signature page follows]\n\u30fc 10 \u30fc\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first written above.\nDISCLOSING PARTY:\nAddress for Notices: Tower International, Inc.\nTower International, Inc. 17672 Laurel Park Drive N\nSuite 400E\nLivonia, Michigan 48152\nAttn: Nanette Dudek By: /s/ James C. Gouin\n Name: James C. Gouin\n Title: Chief Executive Officer\nRECIPIENT:\nAddress for Notices: Autokiniton Global Group, Inc.\nAutokiniton Global Group, Inc. 17757 Woodland Drive\nNew Boston, MI 48164\nAttn: George Thanopoulos By: /s/ George Thanopoulos\n Name: George Thanopoulos\n Title: CEO\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 40 ], [ 41, 284 ], [ 285, 293 ], [ 294, 643 ], [ 644, 868 ], [ 869, 878 ], [ 879, 1166 ], [ 1167, 1191 ], [ 1191, 1281 ], [ 1282, 1310 ], [ 1310, 1834 ], [ 1834, 2159 ], [ 2159, 2554 ], [ 2554, 2675 ], [ 2675, 2683 ], [ 2683, 2706 ], [ 2706, 3116 ], [ 3116, 3456 ], [ 3456, 3658 ], [ 3658, 3799 ], [ 3800, 4037 ], [ 4038, 4266 ], [ 4267, 5194 ], [ 5194, 5355 ], [ 5355, 5764 ], [ 5765, 5843 ], [ 5843, 5885 ], [ 5885, 6197 ], [ 6198, 6262 ], [ 6263, 6306 ], [ 6306, 6559 ], [ 6559, 6675 ], [ 6676, 6723 ], [ 6723, 6951 ], [ 6952, 6978 ], [ 6978, 7101 ], [ 7101, 7231 ], [ 7231, 7306 ], [ 7306, 7562 ], [ 7562, 7780 ], [ 7781, 7796 ], [ 7796, 8290 ], [ 8291, 8299 ], [ 8299, 8314 ], [ 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616, "file_name": "1487101_0001140361-19-008970_nc10001202x4_ex-d2.htm", "text": "Execution Version\nNON-DISCLOSURE AGREEMENT\nThis Non-disclosure Agreement (the \u201cAgreement\u201d) is made and entered into effective as of February 14, 2019, by and between The KeyW Holding Corporation (collectively with its subsidiaries and controlled affiliates, the \u201cCompany\u201d), and Jacobs Engineering Group Inc. (including, where the context requires, its subsidiaries and affiliates, \u201cRecipient\u201d). In consideration of the mutual covenants and conditions contained herein, to induce the Company to provide certain information to Recipient and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties to this Agreement do hereby agree as follows:\n1. Definition of Confidential Information. For all purposes of this Agreement, the term \u201cConfidential Information\u201d shall collectively refer to all information or material disclosed or provided by the Company to Recipient, either orally or in writing, or obtained by Recipient from a third party or any other source, regardless of the manner in which it is furnished, concerning any aspect of the business or affairs of the Company or its \u201caffiliates\u201d (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d)). Confidential Information also includes any notes, analyses, compilations, data, forecasts, reports, summaries, studies or other material or documents prepared by Recipient which contain, reflect or are based, in whole or in part, on the Confidential Information.\nNotwithstanding the foregoing, Confidential Information shall not include information or material that (i) is publicly available or becomes publicly available through no action or fault of Recipient, (ii) was already in Recipient\u2019s possession or known to Recipient prior to being disclosed or provided to Recipient by or on behalf of the Company, provided, that, the source of such information or material was not bound by a contractual, legal or fiduciary obligation of confidentiality to the Company or any other party with respect thereto, (iii) was or is obtained by Recipient from a third party, provided, that, such third party was not bound by a contractual, legal or fiduciary obligation of confidentiality to the Company or any other party with respect to such information or material, or (iv) is independently developed by the Recipient without use of or reference to the Confidential Information.\n2. Restrictions on Disclosure and Use. Recipient does hereby covenant and agree with the Company as follows:\n2.1 Non-disclosure. Recipient shall keep strictly confidential and shall not disclose, or cause or permit to be disclosed, to any person or entity, (i) any information about a potential transaction between Recipient and the Company (the \u201cTransaction\u201d) or the fact that Recipient has received, or may receive, Confidential Information and is considering the Transaction and all discussions between the Company and Recipient related thereto, including the existence of this Agreement, except that (subject to Section 2.2 below) Recipient may make such disclosure if it has received the reasonable written advice of its outside counsel that such disclosure must be made in order that Recipient not commit a violation of law, and (ii) the Confidential Information, except to those officers, employees or other authorized Representatives (as defined herein) and who shall agree to be bound by the terms of this Agreement, and except as otherwise consented to in writing by the Company. Recipient shall take all actions reasonably necessary to ensure that the Confidential Information remains strictly confidential and is not disclosed to or seen, used or obtained by any person or entity except in accordance with the terms of this Agreement. Recipient agrees not to contact any shareholders, directors, officers, employees, agents, customers, or suppliers of the Company or its affiliates with respect to the Transaction or for the purpose of obtaining information for use in evaluating the Transaction, without the Company\u2019s prior written consent. Recipient further agrees that all inquiries, requests for information and other communications concerning the Transaction shall be made only through Guggenheim Securities, LLC (\u201cGuggenheim\u201d). Company agrees that, without Recipient\u2019s prior written consent, it and its Representatives will not disclose to any other person the fact that Recipient is considering the Transaction, that this Agreement exists, that the Confidential Information has been made available to Recipient, that discussions or negotiations are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto including the status thereof, the valuation, or indicative offers, or proposals.\n2.2 Request for Production of Confidential Information. In the event that Recipient is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or by any law, rule or regulation of any governmental agency or regulatory authority) to disclose any of the Confidential Information, Recipient shall provide the Company with prompt written notice of any such request or requirement prior to such disclosure so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, Recipient is nonetheless, legally compelled to disclose Confidential Information, Recipient may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which outside counsel advises, in writing, Recipient is legally required to be disclosed, provided that Recipient shall use its best efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded the Confidential Information by such tribunal.\n2.3 Ownership. The Confidential Information is owned solely and exclusively by the Company and shall remain the exclusive property of the Company. No right, title or interest in or to any of the Confidential Information or any material developed therefrom is transferred to Recipient hereby or by its delivery to Recipient hereunder.\n2.4 Use. Recipient agrees not to use any Confidential Information of the Company for any purpose except to evaluate and engage in discussions regarding the Transaction. Recipient agrees not to disclose any Confidential Information of the Company to anyone, except to those directors, officers, employees, or Representatives of the Recipient who are required to have the information in order to evaluate or engage in discussions concerning the Transaction. Recipient shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Company\u2019s Confidential Information and which are provided to the Recipient hereunder.\nNotwithstanding the above, the Recipient may disclose Confidential Information to (1) directors, officers, and employees of its parent company or, (2) directors, officers, and employees of a wholly-owned subsidiary of its parent company or, (3) directors, officers employees of the Recipient\u2019s wholly owned subsidiaries, or, (4) agents or advisors of Recipient, including, without limitation, attorneys, accountants, consultants, bankers and financial advisors (collectively, \u201cRepresentatives\u201d) who are party to an associated non-disclosure agreement with Recipient, provided that such Representatives have a need to know for the purposes of this Agreement and are under an obligation to hold such information in confidence. Prior to providing the Confidential Information to any Representative, the Recipient shall notify each Representative to whom such disclosure is made that such Confidential Information is received in confidence and direct such Representative to maintain such confidentiality and not to use the Confidential Information for any purpose other than its evaluation of the Transaction. Recipient agrees that it will be responsible for any breach by its Representatives of the confidentiality and non-use provisions of this Agreement, except to the extent that any such Representative shall have entered into its own definitive confidentiality agreement with the Company.\n3. No Solicitation. For a period of eighteen (18) months from the date of this Agreement, Recipient will not directly or indirectly (and will not cause or permit any person controlled by Recipient to), solicit for employment, offer to hire, employ, hire, otherwise contract for the services of, or otherwise interfere with the employment relationship of any individual who is an employee of the Company or its affiliates and who is named in the Confidential Information Memorandum furnished by Company (or other similar document) or whom Recipient learns of by name through due diligence efforts provided, however, that this prohibition shall not apply to any person (i) who responds to a general employment advertisement, social media, or whose resume is posted on social media sites, or use of employment agencies, not specifically directed at the Company\u2019s employees, (ii) who has been terminated by the Company prior to commencement of employment discussions with Recipient or its Representatives, (iii) with whom Recipient is currently engaged in employment discussion (as evidenced by written documentation in the event of a dispute), or (iv) who was solicited for employment, offered to hire, employed, hired, or otherwise contracted for the services of the Company with the Company\u2019s prior written consent.\n4. Return of Confidential Information. Recipient shall, upon accomplishing the limited purpose of evaluating the Transaction, or at any time upon the request of the Company, immediately destroy or return to the Company all Confidential Information (including notes, writings and other material developed therefrom by Recipient) and all copies thereof and retain none for its files. Notwithstanding the foregoing, neither the Recipient nor its Representatives will be required to erase electronically stored Confidential Information that has been saved to a back-up file or other electronic medium in accordance with its or its Representatives\u2019 ordinary back-up practices. Notwithstanding such return or destruction, Recipient shall continue to be bound by this Agreement.\n5. Anti-Clubbing.\n5.1 The Recipient hereby represents and warrants that the Recipient is not acting as a broker for any other Person in connection with the Transaction, and is considering the Transaction only for its own account and for the account of its affiliates. Except with the prior written consent of the Company, the Recipient agrees that (i) it will not act as a joint bidder or co-bidder with any other person with respect to the Transaction, and (ii) the Recipient will not enter into any discussions, negotiations, agreements, arrangements or understandings (whether written or oral) with any other person regarding the Transaction, other than the Company and its representatives, and the Recipient\u2019s Representatives (to the extent permitted hereunder).\n5.2 Notwithstanding anything to the contrary contained herein, without the prior written consent of the Company, the Recipient agrees that it will not disclose any Confidential Information to any actual or potential sources of financing (debt, equity or otherwise).\n6. Standstill. Unless approved in advance in writing by the board of directors of the Company, the Recipient agrees that it will not, for a period of one (1) year after the date of this Agreement, directly or indirectly:\n6.1 make any statement or proposal to the board of directors of any of the Company, any of the Company\u2019s Representatives or any of the Company\u2019s stockholders regarding, or make any public announcement, proposal or offer (including any \u201csolicitation\u201d of \u201cproxies\u201d as such terms are defined or used in Regulation 14A of the Exchange Act) with respect to, or otherwise solicit, seek or offer to effect (including, for the avoidance of doubt, indirectly by means of communication with the press or media) (i) any business combination, merger, tender offer, exchange offer or similar transaction involving the Company or any of its subsidiaries, (ii) any restructuring, recapitalization, liquidation or similar transaction involving the Company or any of its subsidiaries, (iii) any acquisition of any of the Company\u2019s loans, debt securities, equity securities or assets, or rights or options to acquire interests in any of the Company\u2019s loans, debt securities, equity securities or assets, (iv) any proposal to seek representation on the board of directors of the Company or otherwise seek to control or influence the management, board of directors or policies of any of the Company, (v) any request or proposal to waive, terminate or amend the provisions of this Agreement or (vi) any proposal, arrangement or other statement that is inconsistent with the terms of this Agreement, including this Section 6;\n6.2 instigate, encourage or assist any third party (including forming a \u201cgroup\u201d within the meaning of Section 13(d)(3) of the Exchange Act with any such third party) to do, or enter into any discussions or agreements with any third party with respect to, any of the actions set forth in clause 6.1 above;\n6.3 acquire (or offer, propose or agree to acquire), or solicit an offer to acquire, of record or beneficially, directly or indirectly, acting alone or in concert, by purchase or otherwise, any loans, debt securities, equity securities or assets of the Company or any of its subsidiaries, or rights or options to acquire interests in any of the Company\u2019s loans, debt securities, equity securities or assets, except that Recipient may beneficially own up to 4.9% of the Company\u2019s outstanding loans, debt securities and equity securities and may own an amount in excess of such percentage solely to the extent resulting exclusively from actions taken by the Company;\n6.4 acquire, offer to acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise, (i) any of the assets, tangible or intangible, of the Company or any of its affiliates or (ii) direct or indirect rights, warrants or options to acquire any assets of the Company or any of its affiliates, except for such assets as are then being offered for sale by the Company or any of its affiliates;\n6.5 arrange, or in any way participate, directly or indirectly, in any financing for the purchase of any voting securities of the Company or any securities convertible into or exchangeable or exercisable for any voting securities or assets of the Company, except for such assets as are then being offered for sale by the Company or any of its affiliates; or\n6.6 take any action which would reasonably be expected to require the Company or any of its affiliates to make a public announcement regarding any of the actions set forth in clauses 6.1-6.3 above.\n6.7 The foregoing restrictions shall not apply to any of the Recipient\u2019s Representatives effecting or recommending transactions in securities (a) in the ordinary course of its business as an investment advisor, broker, dealer in securities, market maker, specialist or block positioner and (b) not at the direction or request of the Recipient.\n6.8 Notwithstanding the foregoing provisions of this Section 6, the restrictions set forth in this Section 6 shall terminate and be of no further force and effect if the Company enters into a definitive agreement with respect to, or publicly announces that it plans to enter into, a transaction involving all or a controlling portion of the Company\u2019s equity securities or all or substantially all of the Company\u2019s assets (whether by merger, consolidation, business combination, tender or exchange offer, recapitalization, restructuring, sale, equity issuance or otherwise).\n7. No Representations or Warranties. The Confidential Information is being provided to Recipient \u201cas is\u201d and without any representation or warranty of any kind, either express or implied, regarding the accuracy or completeness or other quality of the Confidential Information. In no event shall the Company or its affiliates or any of their respective directors, officers, employees, agents or Representatives (including, without limitation, Guggenheim) have any liability to Recipient relating to or arising out of any use of the Confidential Information.\n8. Indemnification. Recipient shall indemnify and hold harmless the Company and its affiliates and their respective directors, officers, employees, agents and Representatives from and against any and all losses, damages, costs and expenses (including, without limitation, reasonable attorneys\u2019 fees and expenses) caused by or arising out of any breach of this Agreement by Recipient or any breach for which Recipient is responsible hereunder. In any and all actions, suits, proceedings, claims, demands or judgments arising out of or related to this agreement the prevailing party shall be entitled to recovery of attorney\u2019s fees and other costs and expenses.\n9. Equitable Remedies. Recipient hereby agrees that its failure to perform any obligation or duty which it has agreed to perform under this Agreement will cause irreparable harm to the Company, which harm cannot be adequately compensated for by money damages. It is further agreed by Recipient that an order of specific performance or for injunctive relief against Recipient in the event of a breach or default under the terms of this Agreement would be equitable and would not work a hardship on Recipient. Accordingly, in the event of a breach or default by Recipient hereunder, the Company, without any bond or other security being required and in addition to whatever other remedies are or might be available at law or in equity, shall have the right either to compel specific performance by, or to obtain injunctive relief against, Recipient, with respect to any obligation or duty herein or breach thereof.\n10. No Licenses Granted. The Company grants no licenses, by implication or otherwise, under any patent, copyright, trademark, intellectual property rights, trade secret or other rights by disclosing Confidential Information under this Agreement.\n11. Definitive Agreement. The Company and the Recipient understand and agree that no contract or agreement providing for any transaction involving the Company or Recipient shall be deemed to exist between Recipient and the Company unless and until a final definitive agreement has been executed and delivered, and the Company and the Recipient hereby waive in advance, any claims (including, without limitation, breach of contract) in connection with any such transaction unless and until Recipient and the Company shall have entered into a final definitive agreement. The Company and the Recipient also agree that unless and until a final definitive agreement between Recipient and the Company has been executed and delivered, neither Recipient nor the Company will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this Agreement except for the matters specifically agreed to herein. The Company reserves the right, in its sole discretion, to reject any and all proposals made by Recipient and to terminate discussions and negotiations with Recipient at any time. Recipient further understands that (i) the Company shall be free to conduct any process for any transaction involving the Company, if and as the Company in its sole discretion shall determine (including, without limitation, negotiating with any other interested party and entering into a definitive agreement without prior notice to Recipient or any other person), (ii) any procedures relating to such process or transaction may be changed at any time in the Company\u2019s sole discretion without notice to Recipient or any other person, and (iii) Recipient shall not have any claims whatsoever against the Company or any of its agents or representatives (including, without limitation, Guggenheim) arising out of or relating to any transaction involving the Company (other than any claims against the parties to a definitive agreement with Recipient in accordance with the terms thereof) nor, unless a definitive agreement is entered into with Recipient, against any third party with whom a transaction is entered into.\n12. Trading in Securities. Recipient acknowledges that it is aware, and agrees to advise its directors, officers, employees, agents and Representatives who are informed as to the matters which are the subject of this Agreement, that the United States securities laws prohibit any person who has material, non-public information concerning the Transaction from purchasing or selling securities of a company that may be a party to such Transaction or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.\n13. Export. Recipient and its employees shall abide by all export laws, rules and regulations of the United States Government, or any agency thereof, including, but not limited to, the Export Control Regulations of the US Department of Commerce, the International Traffic in Arms Regulations of the US Department of State, and the National Industrial Security Program Operating Manual (DOD 5220.22-M), in connection with the disclosure, use, export and/or re-export of all information disclosed under this Agreement.\n14. Miscellaneous. This Agreement shall be binding upon, and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns, but this Agreement shall not be assignable by Recipient without the prior written consent of the Company. This Agreement constitutes the complete agreement between the parties hereto with respect to the subject matter hereof and shall continue in full force and effect until terminated by mutual agreement of the parties hereto. The section headings used herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. This Agreement shall be construed, performed and enforced in accordance with, and governed by, the internal laws of the State of Maryland, without giving effect to the principles of conflicts of law thereof, and each party consents to personal jurisdiction in such state and voluntarily submits to the jurisdiction of the state and federal courts in Baltimore, Maryland, in any action or proceeding relating to this Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof is held to be invalid, illegal or unenforceable under any applicable law or rule in any jurisdiction, such provision will be ineffective only to the extent of such invalidity, illegality, or unenforceability, without invalidating the remainder of this Agreement. This Agreement may not be modified or amended and no provision hereof may be waived, in whole or in part, except by a written agreement signed by the parties hereto. No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.\n15. Term. This Agreement shall remain in full force and effect for two (2) years from the date hereof.\nIN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the date first set forth above.\nThe KeyW Holding Corporation Jacobs Engineering Group Inc.\nBy: /s/ Philip Luci, Jr. By: /s/ Jeff Goldfarb\nTitle: EVP & General Counsel Title: SVP, Corporate Development\n", "spans": [ [ 0, 17 ], [ 18, 42 ], [ 43, 395 ], [ 395, 698 ], [ 699, 742 ], [ 742, 1266 ], [ 1266, 1528 ], [ 1529, 1632 ], [ 1632, 1729 ], [ 1729, 2072 ], [ 2072, 2327 ], [ 2327, 2436 ], [ 2437, 2545 ], [ 2546, 2566 ], [ 2566, 2694 ], [ 2694, 3072 ], [ 3072, 3272 ], [ 3272, 3527 ], [ 3527, 3784 ], [ 3784, 4091 ], [ 4091, 4283 ], [ 4283, 4793 ], [ 4794, 4850 ], [ 4850, 5459 ], [ 5459, 6191 ], [ 6192, 6207 ], [ 6207, 6339 ], [ 6339, 6525 ], [ 6526, 6695 ], [ 6695, 6982 ], [ 6982, 7198 ], [ 7199, 7281 ], [ 7281, 7346 ], [ 7346, 7440 ], [ 7440, 7524 ], [ 7524, 7924 ], [ 7924, 8305 ], [ 8305, 8589 ], [ 8590, 8610 ], [ 8610, 9257 ], [ 9257, 9461 ], [ 9461, 9592 ], [ 9592, 9734 ], [ 9734, 9904 ], [ 9905, 9944 ], [ 9944, 10287 ], [ 10287, 10577 ], [ 10577, 10676 ], [ 10677, 10694 ], [ 10695, 10699 ], [ 10699, 10945 ], [ 10945, 11025 ], [ 11025, 11135 ], [ 11135, 11443 ], [ 11444, 11709 ], [ 11710, 11725 ], [ 11725, 11930 ], [ 11931, 12432 ], [ 12432, 12572 ], [ 12572, 12699 ], [ 12699, 12917 ], [ 12917, 13111 ], [ 13111, 13204 ], [ 13204, 13334 ], [ 13335, 13639 ], [ 13640, 14304 ], [ 14305, 14449 ], [ 14449, 14539 ], [ 14539, 14752 ], [ 14753, 15110 ], [ 15111, 15308 ], [ 15309, 15313 ], [ 15313, 15451 ], [ 15451, 15599 ], [ 15599, 15652 ], [ 15653, 16226 ], [ 16227, 16264 ], [ 16264, 16504 ], [ 16504, 16783 ], [ 16784, 16804 ], [ 16804, 17227 ], [ 17227, 17443 ], [ 17444, 17467 ], [ 17467, 17704 ], [ 17704, 17952 ], [ 17952, 18356 ], [ 18357, 18382 ], [ 18382, 18602 ], [ 18603, 18629 ], [ 18629, 19172 ], [ 19172, 19540 ], [ 19540, 19720 ], [ 19720, 19755 ], [ 19755, 20085 ], [ 20085, 20258 ], [ 20258, 20736 ], [ 20737, 20764 ], [ 20764, 21363 ], [ 21364, 21376 ], [ 21376, 21880 ], [ 21881, 21900 ], [ 21900, 22160 ], [ 22160, 22383 ], [ 22383, 22529 ], [ 22529, 22956 ], [ 22956, 23388 ], [ 23388, 23554 ], [ 23554, 23755 ], [ 23755, 23937 ], [ 23938, 23948 ], [ 23948, 24040 ], [ 24041, 24161 ], [ 24162, 24220 ], [ 24221, 24267 ], [ 24268, 24330 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "Entailment", "spans": [ 30 ] }, "nda-16": { "choice": "Entailment", "spans": [ 45 ] }, "nda-15": { "choice": "Entailment", "spans": [ 26, 27, 56, 66, 68, 87 ] }, "nda-10": { "choice": "Entailment", "spans": [ 14, 15, 21 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 47, 110 ] }, "nda-12": { "choice": "Entailment", "spans": [ 7, 11 ] }, "nda-20": { "choice": "Entailment", "spans": [ 46 ] }, "nda-3": { "choice": "Entailment", "spans": [ 5 ] }, "nda-18": { "choice": "Entailment", "spans": [ 39, 56, 57 ] }, "nda-7": { "choice": "Entailment", "spans": [ 14, 17, 29, 31, 32, 33, 34, 35 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 23 ] }, "nda-13": { "choice": "Entailment", "spans": [ 7, 10 ] }, "nda-5": { "choice": "Entailment", "spans": [ 14, 17, 29, 31, 32, 33, 34, 35 ] }, "nda-4": { "choice": "Entailment", "spans": [ 28, 36 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001487101/000114036119008970/nc10001202x4_ex-d2.htm" }, { "id": 617, "file_name": "1501697_0001193125-19-145463_d944716dex108.htm", "text": "Appendix B\nCONFIDENTIALITY TERMS AND CONDITIONS\n1. Definition of Confidential Information. \u201cConfidential Information\u201d shall mean any information, including but not limited to data, techniques, protocols or results, or business, financial, commercial or technical information, disclosed by one Party (each a \u201cDiscloser\u201d as applicable) to the other Party (each a \u201cRecipient\u201d as applicable) in connection with the terms of that certain Exclusive License Agreement dated December , 2016 (the \u201cLicense Agreement\u201d) and identified as confidential at the time of disclosure. Capitalized terms used in this Appendix that are not otherwise defined herein have the meanings ascribed in the License Agreement to which this Appendix is attached and made a part thereof.\n2. Exclusions. \u201cConfidential Information\u201d under this Agreement shall not include any information that (i) is or becomes publicly available through no wrongful act of Recipient; (ii) was known by Recipient prior to disclosure by Discloser, as evidenced by tangible records;\n(iii) becomes known to Recipient after disclosure from a third party having an apparent bona fide right to disclose it without any confidentiality obligation; (iv) is independently developed or discovered by Recipient without use of Discloser\u2019s Confidential Information, as evidenced by tangible records; or (v) is disclosed to another party by Discloser without restriction on further disclosure. The obligations of confidentiality and non-use set forth in this Agreement shall not apply with respect to any information that Recipient is required to disclose or produce pursuant to applicable law, court order or other valid legal process provided that Recipient promptly notifies Discloser prior to such required disclosure, discloses such information only to the extent so required and cooperates reasonably with Discloser\u2019s efforts to contest or limit the scope of such disclosure.\n3. Permitted Purpose. Recipient shall have the right to, and agrees that it will, use Discloser\u2019s Confidential Information solely for the performance of its obligations and exercise of its rights under the License Agreement (the \u201cPurpose\u201d), except as may be otherwise specified in a separate definitive written agreement negotiated and executed between the parties.\n4. Restrictions. For the term of the License Agreement and a period of [***] thereafter (and indefinitely with respect to any individually identifiable health information disclosed by BIDMC to Licensee, if any), each Recipient agrees that: (i) it will not use such Confidential Information for any purpose other than as specified herein; and (ii) it will use reasonable efforts (but no less than the efforts used to protect its own confidential and/or proprietary information of a similar nature) not to disclose such Confidential Information to any other person or entity except as expressly permitted hereunder or the License Agreement. Recipient may, however, disclose Discloser\u2019s Confidential Information only on a need-to-know basis to its and its Affiliates employees, staff members and agents (\u201cReceiving Individuals\u201d) who are directly participating in the Purpose and who are informed of the confidential nature of such information, provided Recipient shall be responsible for compliance by Receiving Individuals with the terms of this Agreement and any breach thereof Each party further agrees not to use the name of the other party or any of its Affiliates or any of their respective trustees, directors, officers, staff members, employees, students or agents in any advertising, promotional or sales literature, publicity or in any document employed to obtain funds or financing without the prior written approval of the party or individual whose name is to be used, in the case of BIDMC such approval to be given by the Public Affairs Department. This Section 4 shall survive termination or expiration of this Agreement.\n5. Right to Disclose. Discloser represents that to the best of its knowledge it has the right to disclose to each Recipient all of Discloser\u2019s Confidential Information that will be disclosed hereunder.\n6. Ownership. All Confidential Information disclosed pursuant to this Agreement, including without limitation all written and tangible forms thereof, shall be and remain the property of the Discloser. Upon termination of this Agreement, if requested by Discloser, Recipient shall return or destroy at Discloser\u2019s discretion all of Discloser\u2019s Confidential Information, provided that Recipient shall be entitled to keep one copy of such Confidential Information in a secure location solely for the purpose of determining Recipient\u2019s legal obligations hereunder.\n7. No License. Nothing in this Agreement shall be construed as granting or conferring, expressly or impliedly, any rights by license or otherwise, under any patent, copyright, or other intellectual property rights owned or controlled by Discloser relating to Confidential Information, except as specifically set forth in the License Agreement.\n8. Remedies. Each party acknowledges that any breach of this Agreement by it may cause irreparable harm to the other party and that each party is entitled to seek injunctive relief and any other remedy available at law or in equity.\n9. Export Restrictions. The Confidential Information is subject to the export and customs laws and regulations of the United States and any other applicable country and neither party will export, re-export or transship, directly or indirectly, such information to any country without first obtaining proper governmental approval, as necessary. Licensee will not disclose any export controlled information to BIDMC without the express prior written consent of BIDMC Technology Ventures Office. Licensee will indemnify BIDMC for any and all claims, actions, damages or liabilities of any kind related to Company\u2019s failure to comply with this section.\n10. General. These Confidentiality Terms and Conditions, along with the License Agreement, contain the entire understanding of the parties with respect to the subject matter hereof, and supersede any prior oral or written understandings between the parties relating to confidential treatment of information. Sections 1, 2, 4, 7, 10 and 11 of these Confidentiality Terms and Conditions shall survive any expiration or termination of the License Agreement.\n", "spans": [ [ 0, 10 ], [ 11, 47 ], [ 48, 91 ], [ 91, 567 ], [ 567, 756 ], [ 757, 859 ], [ 859, 934 ], [ 934, 1029 ], [ 1030, 1189 ], [ 1189, 1338 ], [ 1338, 1428 ], [ 1428, 1915 ], [ 1916, 1938 ], [ 1938, 2281 ], [ 2282, 2299 ], [ 2299, 2522 ], [ 2522, 2624 ], [ 2624, 2921 ], [ 2921, 3841 ], [ 3841, 3914 ], [ 3915, 3937 ], [ 3937, 4116 ], [ 4117, 4131 ], [ 4131, 4318 ], [ 4318, 4677 ], [ 4678, 4693 ], [ 4693, 5021 ], [ 5022, 5035 ], [ 5035, 5254 ], [ 5255, 5279 ], [ 5279, 5599 ], [ 5599, 5748 ], [ 5748, 5903 ], [ 5904, 5917 ], [ 5917, 6212 ], [ 6212, 6358 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 23, 26 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 3 ] }, "nda-1": { "choice": "Entailment", "spans": [ 3 ] }, "nda-19": { "choice": "Entailment", "spans": [ 15, 16, 17, 19, 35 ] }, "nda-12": { "choice": "Entailment", "spans": [ 5, 9 ] }, "nda-20": { "choice": "Entailment", "spans": [ 24 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 18 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 11 ] }, "nda-13": { "choice": "Entailment", "spans": [ 5, 8 ] }, "nda-5": { "choice": "Entailment", "spans": [ 18 ] }, "nda-4": { "choice": "Entailment", "spans": [ 13, 15, 16 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001501697/000119312519145463/d944716dex108.htm" }, { "id": 618, "file_name": "1561604_0001193125-12-472390_d438799dex99d3.htm", "text": "EXECUTION COPY\nAMENDED AND RESTATED MUTUAL NONDISCLOSURE AGREEMENT\nThis Amended and Restated Mutual Nondisclosure Agreement (this \u201cAgreement\u201d), by and between JDA Software Group, Inc., a Delaware corporation (together with its subsidiaries, \u201cJDA\u201d), and RedPrairie Holding, Inc., a Delaware corporation (together with its subsidiaries and New Mountain Capital, LLC, \u201cRHI\u201d) (each a \u201cParty\u201d and collectively, the \u201cParties\u201d), is dated as of the latest date set forth on the signature page hereto.\n1. General. In connection with the consideration of a possible transaction involving RHI and JDA (a \u201cPossible Transaction\u201d), the Party referred to as the \u201cProvider\u201d is prepared to make available to the Party referred to as the \u201cRecipient\u201d certain \u201cEvaluation Material\u201d (as defined in Section 2 below) in accordance with the provisions of this Agreement, and to take or abstain from taking certain other actions as hereinafter set forth.\n2. Definitions.\n(a) The term \u201cEvaluation Material\u201d means information concerning the Provider which is furnished on or after November 8, 2011 to the Recipient or its Representatives (as defined below) on the Recipient's behalf in connection with the Recipient\u2019s evaluation of a Possible Transaction, including its business, financial condition, operations, assets and liabilities, and includes all notes, analyses, compilations, studies, interpretations or other documents prepared by the Recipient or its Representatives to the extent containing or which are based upon, in whole or in part, the information furnished by the Provider hereunder, The term Evaluation Material does not include information which (i) is or becomes publicly available other than as a result of a disclosure by the Recipient or its Representatives in breach of this Agreement, (ii) was within the Recipient\u2019s or its Representatives possession prior to its being furnished to the Recipient or its Representatives by or on behalf of the Provider, provided that the source of such information was not known by the Recipient or its Representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information, (iii) is or becomes available to the Recipient or its Representatives on a non-confidential basis from a source other than the Provider or its Representatives, provided that the source of such information was not known by the Recipient or its Representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information, or (iv) was or is independently developed by the Recipient or the Recipient\u2019s Representatives without the use of or reference to any Evaluation Material provided by or on behalf of Provider or its Representatives.\n(b) The term \u201cRepresentatives\u201d in the case of JDA shall mean the directors, officers, employees, counsel, investment bankers, financial advisors, agents, consultants, advisors, accountants or auditors of JDA. The term \u201cRepresentatives\u201d in the case of RHI shall mean the directors, officers, employees, counsel, and with prior written consent of JDA (not to be unreasonably withheld), investment bankers, financial advisors, potential sources of capital or financing (debt or equity), agents, consultants, advisors, accountants or auditors of RHI. Notwithstanding the foregoing, nothing in this Agreement shall restrict the ability of RHI to discuss with, or engage, Greenhill & Co, or Bain & Company to act as its consultant, investment banker or financial advisor in connection with a Possible Transaction or to discuss with, or engage, Deloitte as its advisor or accountant in connection with a Possible Transaction.\n(c) The term \u201cPerson\u201d includes the media and any corporation, partnership, group, individual or other entity.\n3. Use of Evaluation Material. The Recipient and its Representatives will use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and, subject to Section 5, will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that any of such information may be disclosed to the Recipient\u2019s Representatives for the purpose of helping the Recipient evaluate a Possible Transaction. The Recipient agrees to be responsible for any breach of this Agreement by any of the Recipient\u2019s Representatives, other than those of Recipient\u2019s unaffiliated Representatives who have entered into a separate confidentiality agreement with the Provider. This Agreement does not grant the Recipient or any of its Representatives any license to use the Provider\u2019s Evaluation Material except as provided herein. For the avoidance of doubt, RHI agrees that it shall not disclose any of the Evaluation Material provided by or on behalf of JDA to any of its affiliates that are not included in the definition of RHI.\n4. Non-Disclosure of Discussions. Subject to Section 5, each Party agrees that, without the prior written consent of the other Party, such Party and its Representatives will not disclose to any other Person (i) that Evaluation Material has been exchanged between the Parties, (ii) that discussions or negotiations are taking place between the Parties concerning a Possible Transaction or (iii) any of the terms, conditions or other facts with respect thereto (including the status thereof); provided, however, that JDA may make such disclosure if it does not identify RHI by name or by identifiable description. RHI agrees that neither RHI nor any Representative (to the extent acting on behalf or at the direction of RHI) of RHI will, without the prior consent of JDA (not to be unreasonably withheld), directly or indirectly, enter into any agreement, arrangement or understanding with any other person regarding a Possible Transaction (including, without limitation, financing thereof). RHI represents and warrants that, except as disclosed to JDA or its outside counsel prior to the date hereof, neither RHI nor any Representative of RHI have, prior to the date hereof, taken any of the actions referred to in the immediately preceding sentence. Without limiting the foregoing, RHI agrees that neither RHI nor any Representative (to the extent acting on behalf and at the direction of RHI) of RHI will, without the prior written consent of JDA, enter into any exclusive arrangement with respect to the provision of debt financing in connection with a Possible Transaction. For purposes of this Agreement, any agreement, arrangement or other understanding, whether written or oral, with any potential debt financing source which does, or could be reasonably expected to, legally or contractually limit, restrict or otherwise impair in any manner, directly or indirectly, such financing source from acting as a potential debt financing source to any other party with respect to a Potential Transaction shall be deemed an exclusive arrangement.\n5. Legally Required Disclosure. If the Recipient or its Representatives are requested or required (by oral questions, interrogatories, other requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 above, the Recipient or such Representative shall provide the Provider with prompt written notice of any such request or requirement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Provider, the Recipient or any of its Representatives is nonetheless legally compelled or required by law to disclose Evaluation Material or any of the facts disclosure of which is prohibited under Section 4, the Recipient or its Representatives may, without liability hereunder, disclose to such requiring Person only that portion of such Evaluation Material or any such facts which the Recipient or its Representatives is legally compelled or required by law to disclose; provided that the Recipient and/or its Representatives exercise its commercially reasonable efforts, at the Provider\u2019s sole expense, to preserve the confidentiality of such Evaluation Material or any of such facts, including, without limitation, by reasonably cooperating with the Provider to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such Evaluation Material or such facts by the Person receiving the material. Notwithstanding the foregoing, Recipient and its Representatives may disclose such information, and need not provide such notice, in connection with a routine blanket audit or proceeding (including in response to oral questions or requests for information or documents) involving the Recipient or its Representatives, as applicable, by a regulatory authority with jurisdiction over the Recipient or such Representative where neither the Provider nor the Possible Transaction is the target of such proceeding or audit. In either case, the Recipient and its Representatives shall take reasonable measures to obtain confidential treatment with respect to any such information disclosed.\n6. No Contacts. Neither Party nor any of its Representatives will, in connection with its consideration of a Possible Transaction, initiate or maintain any contact with any officer, director, employee, agent, supplier, customer, lender or competitor of the other Party, except with the prior written consent of the other Party. If discussions between the Parties regarding a Possible Transaction are terminated, the Parties and their Representatives shall promptly cease all such contacts that may have been previously authorized. Unless otherwise consented to by RHI or JDA, as applicable, in writing, all communications regarding a Possible Transaction, including (i) requests for information, (ii) requests for facility tours or management meetings, (iii) discussions or questions regarding procedures, and (iv) requests for any consent required under this Agreement, will be submitted or directed (a) in the case of RHI, to Jack Qian at New Mountain Capital LLC (212-220-5040; jqian@newmountaincapital.com), or Paul Ilse at RHI (678-639-5398; Paul.IIse@RedPrairie.com), and (b) in the case of JDA, to David Lubeck (415- 315-8612; david.w.lubeck@jpmorgan.com) or Drago Rajkovic (415-315-8100; drago.rajkovic@jpmorgan.com) of J.P. Morgan Securities LLC or their designees.\n7. \u201cClick Through\u201d Agreements. The terms of this Agreement shall control over any additional purported confidentiality requirements imposed by an offering memorandum or electronic database, dataroom, or similar repository of Evaluation Material to which the Recipient or its Representatives are granted access in connection with this Agreement or a Possible Transaction, notwithstanding acceptance of such an offering memorandum or submission of an electronic signature, \u201cclicking\u201d on an \u201cI Agree\u201d icon or other indication of assent to such additional confidentiality conditions, it being understood and agreed that the Recipient\u2019s and its Representatives\u2019 confidentiality obligations with respect to the Evaluation Material are exclusively governed by this Agreement and may not be enlarged except by an agreement executed by the Parties hereto in traditional written format.\n8. Termination of Discussions. If either Party decides that it does not wish to proceed with a Possible Transaction, it will promptly inform the other Party of that decision. In that case, or at any time upon the written request of the Provider for any reason, the Recipient will, and will direct its Representatives to, within five business days after receipt of such notice or request, destroy or return all Evaluation Material in any way relating to the Provider or its products, services, employees or other assets or liabilities, and no copy or extract thereof (including electronic copies) shall be retained (except that one copy may be maintained by outside legal counsel to the Recipient for archival purposes), and the term of this Agreement shall be extended by a like number of days for each day that the Recipient or any of its Representatives is in non-compliance of this Section 8. The Recipient shall provide to the Provider a certificate of compliance with the previous sentence. Notwithstanding the return or destruction of the Evaluation Material, the Recipient and its Representatives will continue to be bound by the Recipient\u2019s obligations hereunder with respect to such Evaluation Material.\n9. No Solicitation. The Recipient will not, within one year from the date of this Agreement, solicit the employment or consulting services of any of the officers of the Provider with whom it has had contact in connection with its evaluation of a Possible Transaction, so long as they are employed by the Provider. The Recipient is not prohibited from: (i) soliciting by means of a general advertisement not directed at any particular individual or the employees of the Provider generally, or (ii) engaging any recruiting firm or similar organization to identify or solicit individuals for employment on behalf of the Recipient (and soliciting any person identified by any such recruiting firm or organization) so long as the Recipient does not identify the individuals to be solicited by such recruiting firm or organization.\n10. Standstill. RHI agrees that, for a period ending on the earlier of (x) one year after the date of this Agreement, (y) the date a public announcement is made of the entry by JDA into a binding definitive agreement with any third party to effect a purchase, tender or exchange offer, merger or other business combination that, if consummated, would result in a third party owning at least a majority of the outstanding voting securities of JDA or all or substantially all of the assets of JDA and its subsidiaries (taken as a whole) or (z) the date of commencement by a third party of a tender or exchange offer for at least a majority of the outstanding voting securities of JDA (the \u201cStandstill Period\u201d), unless specifically invited in writing by JDA or its Representatives, neither RHI nor any of its affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended (the \u201c1934 Act\u201d)) which has been furnished with Evaluation Material pursuant hereto (including New Mountain Capital LLC) or Representatives (acting on its behalf) will in any manner, directly or indirectly:\n(a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in:\n(i) any acquisition of the equity securities (or beneficial ownership thereof) or any material assets of JDA or any of its subsidiaries,\n(ii) any tender or exchange offer, merger or other business combination involving JDA or any of its subsidiaries,\n(iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to JDA or any of its subsidiaries, or\n(iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of JDA;\n(b) form, join or in any way participate in a \u201cgroup\u201d (as defined under the 1934 Act with respect to the voting securities of JDA;\n(c) make any public announcement with respect to, or submit an unsolicited proposal for or offer of (with or without condition), any extraordinary transaction involving JDA or its voting securities or assets;\n(d) otherwise act, alone or in concert with others, to seek to change, control or influence the management, Board of Directors or policies of JDA;\n(e) take any action which might force JDA to make a public announcement regarding any of the types of matters set forth in (a) above;\n(f) enter into any discussions or arrangements with any third party with respect to any of the foregoing; or\n(g) make any public announcement inconsistent with the agreements contained in this Section,\nRHI also agrees during the Standstill Period not to request (either directly or through its affiliates or Representatives) that JDA (or its directors, officers, employees or agents), directly or indirectly, amend or waive any provision of this Section 10 (including this sentence) if such request would require JDA to publicly disclose such request. In no event shall this Section 10 be construed as prohibiting the taking of any of the aforementioned actions with respect to any Person other than JDA or any of its subsidiaries notwithstanding the fact that, at the time such action is taken, JDA (or a subsidiary thereof) may be a subsidiary of such Person.\n11. Maintaining Privileges. If any Evaluation Material includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each Party understands and agrees that the Parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the Parties that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material provided by a Party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine.\n12. Compliance with Securities Laws. The Recipient and its Representatives agree not to use any Evaluation Material of the Provider in violation of applicable securities laws.\n13. Not a Transaction Agreement. Each Party understands and agrees that no contract or agreement providing for a Possible Transaction exists between the Parties unless and until a final definitive agreement for a Possible Transaction has been executed and delivered, and each Party hereby waives, in advance, any claims (including, without limitation, breach of contract) relating to the existence of a Possible Transaction unless and until both Parties shall have entered into a final definitive agreement for a Possible Transaction. Each Party also agrees that, unless and until a final definitive agreement regarding a Possible Transaction has been executed and delivered, neither Party will be under any legal obligation of any kind whatsoever with respect to such Possible Transaction by virtue of this Agreement except for the matters specifically agreed to herein.\n14. No Representations or Warranties: No Obligation to Disclose. The Recipient understands and acknowledges that neither the Provider nor its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material furnished by or on behalf of the Provider and shall have no liability to the Recipient, its Representatives or any other Person relating to or resulting from the use of the Evaluation Material furnished to the Recipient or its Representatives or any errors therein or omissions therefrom. As to the information delivered to the Recipient, the Provider will only be liable for those representations or warranties which are made in a final definitive agreement regarding a Possible Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein. Nothing in this Agreement shall be construed as obligating a Party to provide, or to continue to provide, any information to any Person.\n15. Modifications and Waiver. No provision of this Agreement can be waived or amended in favor of either Party except by written consent of the other Party, which consent shall specifically refer to such provision and explicitly make such waiver or amendment. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\n16. Remedies. Each Party understands and agrees that money damages would not be a sufficient remedy for any breach of this Agreement by either Party or any of its Representatives and that the Party against which such breach is committed shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach or threat thereof without the requirement of posting a bond or other security. Such remedies shall not be deemed to be the exclusive remedies for a breach by either Party of this Agreement, but shall be in addition to all other remedies available at law or equity to the Party against which such breach is committed. If a court of competent jurisdiction, pursuant to a final, non-appealable order, determines that the Recipient or any of its Representatives has breached this Agreement, the Recipient shall pay the reasonable costs (including legal fees and expenses) incurred by the Provider in enforcing this Agreement.\n17. Governing Law. This Agreement is for the benefit of each Party and its successors (including any purchaser of such Party) and shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within such state. Without limiting the generality of the foregoing, this Agreement may be enforced by any Person with which the Recipient enters into a transaction. Each Party irrevocably and unconditionally submits to the jurisdiction of the federal and state courts located in the State of Delaware, New Castle County, for the purpose of any action, suit or other proceeding arising out of or relating to this Agreement, and agree not to commence any action, suit or proceeding relating thereto except in any such court, and further agree that service of process, summons, notice or document by U.S. registered mail to its address set forth in this Agreement will be effective service of process for any action, suit or proceeding arising out of or relating to this Agreement. Each Party hereby also irrevocably and unconditionally (i) waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in any such federal and state courts, and (ii) waives and agrees not to plead or claim in any such court that such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.\n18. Severability. If any term, provision, covenant or restriction contained in this Agreement is held by any court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants or restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and if a covenant or provision is determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the Parties intend and hereby request that the court or other authority making that determination shall only modify such extent, duration, scope or other provision to the extent necessary to make it enforceable and enforce them in their modified form for all purposes of this Agreement.\n19. Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship at any of the provisions of this Agreement.\n20. Term. This Agreement shall terminate two years after the date of this Agreement.\n21. Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings, arrangements and discussions between the Parties regarding such subject matter (including that certain Mutual Nondisclosure Agreement, dated November 8, 2011, between JDA Software Group, Inc. and RedPrairie Holding, Inc.).\n22. Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original but all of which together shall be deemed to constitute a single instrument.\nIN WITNESS WHEREOF, each of the undersigned entities has caused this Agreement to be signed by its duly authorized representative as of the date written below.\nREDPRAIRIE HOLDING, INC. JDA SOFTWARE GROUP, INC.\nBy: LOGO By: LOGO\n Name: Laura L Fese Name: David Kennedy\n Title: Chief Legal Officer Title: Executive Vice President and Chief Legal Officer\nDate: 9/4/12 Date:\nAddress: 20700 Swenson Drive, Waukesha,WI 53186 Address: 14400 N. 87 Street, Scottsdale, AZ 85260-3649th\nNEW MOUNTAIN CAPITAL LLC\nBy: LOGO\n Name: Jack Qian\n Title: Vice President\nDate:\nAddress: 787 Seventh Avenue, 49 Floor, New York, NY 10019th\n", "spans": [ [ 0, 14 ], [ 15, 66 ], [ 67, 492 ], [ 493, 505 ], [ 505, 929 ], [ 930, 945 ], [ 946, 1639 ], [ 1639, 1784 ], [ 1784, 2222 ], [ 2222, 2655 ], [ 2655, 2865 ], [ 2866, 3075 ], [ 3075, 3413 ], [ 3413, 3784 ], [ 3785, 3894 ], [ 3895, 3926 ], [ 3926, 4333 ], [ 4333, 4587 ], [ 4587, 4742 ], [ 4742, 4943 ], [ 4944, 4978 ], [ 4978, 5151 ], [ 5151, 5220 ], [ 5220, 5332 ], [ 5332, 5556 ], [ 5556, 5934 ], [ 5934, 6194 ], [ 6194, 6521 ], [ 6521, 6989 ], [ 6990, 7022 ], [ 7022, 7501 ], [ 7501, 8548 ], [ 8548, 9066 ], [ 9066, 9231 ], [ 9232, 9248 ], [ 9248, 9560 ], [ 9560, 9763 ], [ 9763, 9898 ], [ 9898, 9928 ], [ 9928, 9985 ], [ 9985, 10042 ], [ 10042, 10133 ], [ 10133, 10310 ], [ 10310, 10506 ], [ 10507, 10538 ], [ 10538, 11383 ], [ 11384, 11415 ], [ 11415, 11559 ], [ 11559, 12280 ], [ 12280, 12380 ], [ 12380, 12596 ], [ 12597, 12617 ], [ 12617, 12911 ], [ 12911, 12949 ], [ 12949, 13089 ], [ 13089, 13422 ], [ 13423, 13439 ], [ 13439, 13494 ], [ 13494, 13541 ], [ 13541, 13961 ], [ 13961, 14525 ], [ 14526, 14764 ], [ 14765, 14901 ], [ 14902, 15015 ], [ 15016, 15169 ], [ 15170, 15342 ], [ 15343, 15473 ], [ 15474, 15682 ], [ 15683, 15829 ], [ 15830, 15953 ], [ 15953, 15963 ], [ 15964, 16072 ], [ 16073, 16165 ], [ 16166, 16516 ], [ 16516, 16825 ], [ 16826, 16854 ], [ 16854, 17532 ], [ 17532, 17814 ], [ 17815, 17852 ], [ 17852, 17990 ], [ 17991, 18024 ], [ 18024, 18526 ], [ 18526, 18862 ], [ 18863, 18928 ], [ 18928, 19430 ], [ 19430, 19738 ], [ 19738, 19874 ], [ 19875, 19905 ], [ 19905, 20135 ], [ 20135, 20420 ], [ 20421, 20435 ], [ 20435, 20855 ], [ 20855, 21093 ], [ 21093, 21397 ], [ 21398, 21417 ], [ 21417, 21694 ], [ 21694, 21841 ], [ 21841, 22455 ], [ 22455, 22510 ], [ 22510, 22679 ], [ 22679, 22847 ], [ 22848, 22866 ], [ 22866, 23628 ], [ 23629, 23647 ], [ 23647, 23736 ], [ 23736, 24029 ], [ 24030, 24040 ], [ 24040, 24114 ], [ 24115, 24137 ], [ 24137, 24513 ], [ 24514, 24532 ], [ 24532, 24696 ], [ 24697, 24856 ], [ 24857, 24882 ], [ 24882, 24906 ], [ 24907, 24916 ], [ 24916, 24924 ], [ 24925, 24926 ], [ 24926, 24932 ], [ 24932, 24964 ], [ 24965, 24966 ], [ 24966, 25048 ], [ 25049, 25062 ], [ 25062, 25067 ], [ 25068, 25172 ], [ 25173, 25197 ], [ 25198, 25206 ], [ 25207, 25208 ], [ 25208, 25223 ], [ 25224, 25225 ], [ 25225, 25232 ], [ 25232, 25246 ], [ 25247, 25252 ], [ 25253, 25312 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 47, 48 ] }, "nda-15": { "choice": "Entailment", "spans": [ 18 ] }, "nda-10": { "choice": "Entailment", "spans": [ 21, 22, 23, 24 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 6 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 50 ] }, "nda-12": { "choice": "Entailment", "spans": [ 6, 10 ] }, "nda-20": { "choice": "Entailment", "spans": [ 47, 48 ] }, "nda-3": { "choice": "NotMentioned", "spans": [] }, "nda-18": { "choice": "Entailment", "spans": [ 35, 52, 65 ] }, "nda-7": { "choice": "Entailment", "spans": [ 11, 16 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 30 ] }, "nda-13": { "choice": "Entailment", "spans": [ 6, 9 ] }, "nda-5": { "choice": "Entailment", "spans": [ 11, 16 ] }, "nda-4": { "choice": "Entailment", "spans": [ 16 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001561604/000119312512472390/d438799dex99d3.htm" }, { "id": 619, "file_name": "1574111_0001193125-14-440569_d826999dex99d5.htm", "text": "EXHIBIT (d)(5)\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement (the \u201cAgreement\u201d), effective July 31, 2014 (the \u201cEffective Date\u201d), is by and between BioMarin Pharmaceutical Inc., a Delaware corporation, with offices at 105 Digital Drive, Novato, CA 94949 (\u201cBioMarin\u201d), and Prosensa Holding N.V., a Netherlands corporation with offices at J.H. Oortweg 21, 2333 CH, Leiden, The Netherlands. (\u201cProsensa\u201d). Each of BioMarin and Prosensa may be referred to herein as a \u201cParty\u201d or collectively as the \u201cParties.\u201d\nWHEREAS, the Parties, for their mutual benefit, desire to disclose certain confidential information to one another in order to evaluate a potential business or collaborative relationship. (In the capacity of disclosing information, each Party is referred to as the \u201cDisclosing Party\u201d, and in the capacity of receiving information, each party is referred to as the \u201cReceiving Party\u201d.)\nNOW, THEREFORE, in consideration of the premises and covenants contained herein, the Parties agree as follows:\n1. Purpose. The Parties have entered into this Agreement to facilitate the transfer of information between them and/or one or more of their Affiliates in order for the Parties to evaluate whether or not to pursue a potential business opportunity or collaboration with respect to the development and commercialization of Prosensa\u2019s products including, but not limited to, Drisapersen (the \u201cPurpose\u201d), and solely for that Purpose, the Parties have disclosed or may disclose to each other information that is proprietary and/or confidential to the Disclosing Party which it desires be treated as confidential. For purposes of this Agreement, with respect to a Party, \u201cAffiliate\u201d shall mean a company controlled by, under the control of, or in common control with such Party.\n2. Confidential Information. As used herein, \u201cConfidential Information\u201d shall mean any and all technical and non-technical information previously, presently, or subsequently disclosed or provided by Disclosing Party and/or one or more of its Affiliates to Receiving Party and/or one or more of its Affiliates in written, oral or electronic form. Confidential Information will be deemed to include, without limitation:\n(a) any technology, inventions, products, chemical compounds and compositions, formulations, molecules, precursors, methods, concepts, ideas, plans, processes, specifications, characteristics, techniques, know-how and assays; clinical information such as raw data, scientific preclinical or clinical data, observations, records, databases, dosing regimes, clinical studies or protocols, posters, presentations and abstracts, product pipelines, timelines and schedules; business information such as development, marketing, sales, pricing and commercialization plans, forecasts, proposals, customer lists, suppliers, consulting relationships, operating, performance and cost structures, and any other non-public information or other trade secrets, whether scientific, clinical or financial in nature, relating directly or indirectly to the business of the Disclosing Party; and\n(b) any memorandum, analysis, compilation, summary, interpretation, study, report or other document, record or material that is or has been prepared by or for the Receiving Party and that contains, reflects, interprets or is based directly or indirectly upon any information of the type referred to in Section 2(a) above;\n(c) the existence and terms of this Agreement, and the fact that information of the type referred to in Section 2(a) above has been made available to the Receiving Party; and\n(d) the fact that discussions or negotiations are or may be taking place with respect to a possible transaction involving the Parties, and the proposed terms of any such transaction.\n3. Term. The term of this Agreement commences on the Effective Date and ends on the date one (1) year thereafter. Receiving Party\u2019s obligations to protect Confidential Information disclosed under this Agreement shall survive termination of this Agreement and will be binding upon Receiving Party, its heirs, successors, and assigns for a period of five (5) years from expiration or termination of this Agreement.\n4. Treatment of Confidential Information.\n(a) Use; Disclosure. Receiving Party shall use the Confidential Information solely for the Purpose defined above. Receiving Party shall not use the Confidential Information for any other purpose, including but not limited to using it in connection with the development or commercialization of any process or product, or using it in connection with any submission to any governmental agency, including any patent office or regulatory authority, or the like, without the express written permission of Disclosing Party. Receiving Party shall disseminate Confidential Information only to those employees, independent contractors, advisors, or Affiliates, on a \u201cneed to know\u201d basis in order for Receiving Party to carry out the Purpose, and Receiving Party warrants that all such employees, independent contractors, advisors, or Affiliates shall be advised of the confidential nature of the information received and that all such employees, independent contractors, advisors, Affiliates shall be bound in writing by obligations no less stringent than the terms set forth in this Agreement. Receiving Party agrees to notify Disclosing Party immediately in writing upon any loss, misuse, misappropriation, or other unauthorized disclosure of the Confidential Information of Disclosing Party that may come to Receiving Party\u2019s attention.\n(b) Degree of Care. Receiving Party shall hold the Confidential Information in strict confidence, and shall take all reasonable precautions to protect the Confidential Information at all times from unauthorized disclosure, publication, or use, including, without limitation, using at least the same degree of care as it employs to protect its own Confidential Information of like nature (but in any event no less than a reasonable degree of care), acting in a manner consistent with its obligations under this Agreement.\n(c) Exclusions. The confidentiality, non-disclosure and non-use obligations of this Agreement shall not apply to Confidential Information disclosed to the Receiving Party that: (i) can be shown by written evidence to be in the Receiving Party\u2019s possession before receipt of the Confidential Information from Disclosing Party; (ii) is independently developed by Receiving Party without the use of the Confidential Information as evidenced by written records; (iii) is or becomes publicly available through no fault of the Receiving Party; or (iv) is rightfully received by the Receiving Party on a non-confidential basis from a third party without breach of a duty of confidentiality to Disclosing Party. As used herein, the term \u201cpublicly available\u201d shall mean readily accessible to the public in a written publication, and shall not mean information the substance of which must be pieced together from a number of different publications or other sources.\n(d) Legally Required Disclosures. Nothing in this Agreement shall preclude Receiving Party from making any disclosure of Confidential Information that is required by applicable law or regulation or by a valid order of a court or other governmental body having jurisdiction, provided that Receiving Party uses best efforts to limit the scope of the required disclosure, provides notification to Disclosing Party of such requirement as soon as reasonably possible, and cooperates with Disclosing Party in seeking an appropriate protective order, confidential treatment, or similar remedy limiting the subsequent use and disclosure of any information required to be disclosed.\n(e) No Obligation to Proceed. Nothing herein shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement. This Agreement does not constitute a binding agreement to enter into any definitive agreement. Receiving Party understands that nothing herein requires the disclosure of any Confidential Information by Disclosing Party, which shall be disclosed, if at all, at the discretion of Disclosing Party.\n(f) Return of Materials. Immediately upon (a) termination or expiration of this Agreement, (b) the decision by either Party not to enter into the business or scientific relationship contemplated above, or (c) a request by Disclosing Party at any time, Receiving Party will promptly turn over to Disclosing Party, or destroy, all Confidential Information of Disclosing Party and all documents, media, and other tangible materials containing any such Confidential Information and any and all extracts thereof. In the event that Receiving Party destroys Confidential Information, upon the destruction thereof, Receiving Party will issue to Disclosing Party a certificate as proof of compliance with Disclosing Party\u2019s request. Notwithstanding this Section 4(f), the Receiving Party shall not be required to purge Confidential Information from its computer system\u2019s historical back-up media, provided that such Confidential Information that is retained will remain subject to the terms of this Agreement.\n(g) No Transfer or License. Nothing in this Agreement is intended to grant or transfer any right to Receiving Party under any patent, copyright or other intellectual property right of Disclosing Party, nor shall this Agreement grant or transfer to the Receiving Party any right in or to the Confidential Information except as expressly set forth herein. None of the Confidential Information which may be disclosed by Disclosing Party shall constitute any representation, warranty, assurance, guarantee or inducement by Disclosing Party to Receiving Party, including, without limitation, with respect to the non-infringement of intellectual property rights, or other rights of third persons.\n(h) Both parties hereby acknowledges that in its review the other party\u2019s Confidential Information it and its representatives will have access to material non-public information concerning this other party. Each Party acknowledges, that it and its representatives are aware, that the United States or other applicable securities laws prohibit any person, who has received from an issuer material non-public information relating to an issuer of securities, from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.\n5. Miscellaneous.\n(a) Use of Names; Publicity. Except as otherwise provided herein, nothing contained in this Agreement shall be construed as conferring any right on Receiving Party to use in any manner Disclosing Party\u2019s name or any trade name or trademark. Receiving Party will make no public announcement or other public statement concerning the existence of this Agreement or the Parties\u2019 respective performances hereunder without the prior written consent of Disclosing Party, which may be withheld in Disclosing Party\u2019s sole and absolute discretion, except as necessary to comply with applicable law or regulations.\n(b) Assignment. Receiving Party shall not transfer or assign any rights or obligations under this Agreement without the prior written consent of Disclosing Party, which consent may be given or withheld in Disclosing Party\u2019s sole and absolute discretion.\n(c) Severability. If any provision of this Agreement should be held invalid or unenforceable, the remaining provisions shall be unaffected and shall remain in full force and effect, to the extent consistent with the intent of the parties as evidenced by this Agreement as a whole.\n(d) Waivers. All waivers must be in writing and signed by the Party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.\n(e) Notices. All notices or reports permitted or required under this Agreement will be in writing and will be sent by personal delivery or reputable expedited delivery service with signature required. All such notices or reports will be deemed given upon receipt. Notices will be sent to the addresses set forth at the beginning of this Agreement, in this section, or such other addresses as either Party may specify in writing.\n(f) Governing Law; Jurisdiction. This Agreement is made under and shall be construed according to the laws of the State of California without regard to any conflict of law principles that would provide for the application of the law of another jurisdiction. Any disputes under this Agreement may be brought in the state courts and the Federal courts located in the Northern District of California, and the parties hereby consent to the personal jurisdiction and exclusive venue of these courts.\n(g) Injunctive Relief. Receiving Party agrees that disclosure of Confidential Information without the express written permission of Disclosing Party will cause Disclosing Party irreparable harm and that any breach or threatened breach of this Agreement by Receiving Party will entitle Disclosing Party to injunctive relief, in addition to any other legal and/or equitable remedies available to it. Notwithstanding clause (f), Disclosing Party may seek injunctive relief in any court of competent jurisdiction.\n(h) Independence. The Parties do not intend that any agency or partnership relationship be created between them by this Agreement.\n(i) Entire Agreement; Amendment. This Agreement constitutes the final, complete and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, communications, negotiations or understandings between the Parties with respect to the matters addressed herein. No modification of or amendment to this Agreement will be effective unless in writing and signed by all Parties.\n(j) Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or .pdf), each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.\nIN WITNESS WHEREOF, the Parties have caused this Non-Disclosure Agreement to be executed as of the Effective Date.\nPROSENSA HOLDING N.V. BIOMARIN PHARMACEUTICAL INC.\nBy: /s/ Luc Dochez By: /s/ Joshua Grass\nName: Luc Dochez Name: Joshua Grass\nTitle: Chief Business Officer Title: SVP, Business and Corporate Development\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 46 ], [ 47, 423 ], [ 423, 524 ], [ 524, 525 ], [ 526, 714 ], [ 714, 909 ], [ 910, 1020 ], [ 1021, 1033 ], [ 1033, 1628 ], [ 1628, 1792 ], [ 1793, 1822 ], [ 1822, 2139 ], [ 2139, 2210 ], [ 2211, 3086 ], [ 3087, 3408 ], [ 3409, 3583 ], [ 3584, 3766 ], [ 3767, 3776 ], [ 3776, 3881 ], [ 3881, 4179 ], [ 4180, 4221 ], [ 4222, 4243 ], [ 4243, 4336 ], [ 4336, 4739 ], [ 4739, 5307 ], [ 5307, 5551 ], [ 5552, 5572 ], [ 5572, 6072 ], [ 6073, 6089 ], [ 6089, 6250 ], [ 6250, 6399 ], [ 6399, 6531 ], [ 6531, 6614 ], [ 6614, 6777 ], [ 6777, 7028 ], [ 7029, 7063 ], [ 7063, 7702 ], [ 7703, 7733 ], [ 7733, 7942 ], [ 7942, 8037 ], [ 8037, 8237 ], [ 8238, 8263 ], [ 8263, 8280 ], [ 8280, 8329 ], [ 8329, 8443 ], [ 8443, 8746 ], [ 8746, 8962 ], [ 8962, 9238 ], [ 9239, 9267 ], [ 9267, 9593 ], [ 9593, 9929 ], [ 9930, 10137 ], [ 10137, 10619 ], [ 10620, 10637 ], [ 10638, 10667 ], [ 10667, 10879 ], [ 10879, 11241 ], [ 11242, 11258 ], [ 11258, 11495 ], [ 11496, 11514 ], [ 11514, 11776 ], [ 11777, 11790 ], [ 11790, 11860 ], [ 11860, 12035 ], [ 12036, 12049 ], [ 12049, 12237 ], [ 12237, 12300 ], [ 12300, 12464 ], [ 12465, 12498 ], [ 12498, 12723 ], [ 12723, 12959 ], [ 12960, 12983 ], [ 12983, 13358 ], [ 13358, 13381 ], [ 13381, 13469 ], [ 13470, 13488 ], [ 13488, 13600 ], [ 13601, 13634 ], [ 13634, 13932 ], [ 13932, 14044 ], [ 14045, 14063 ], [ 14063, 14269 ], [ 14270, 14384 ], [ 14385, 14435 ], [ 14436, 14455 ], [ 14455, 14475 ], [ 14476, 14493 ], [ 14493, 14511 ], [ 14512, 14588 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "Entailment", "spans": [ 44, 45, 47 ] }, "nda-15": { "choice": "Entailment", "spans": [ 51, 57 ] }, "nda-10": { "choice": "Entailment", "spans": [ 14, 17, 18, 58 ] }, "nda-2": { "choice": "Contradiction", "spans": [ 13, 14, 15 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 21, 49 ] }, "nda-12": { "choice": "Entailment", "spans": [ 31, 33 ] }, "nda-20": { "choice": "Entailment", "spans": [ 49 ] }, "nda-3": { "choice": "Entailment", "spans": [ 13 ] }, "nda-18": { "choice": "NotMentioned", "spans": [] }, "nda-7": { "choice": "Entailment", "spans": [ 26 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 38 ] }, "nda-13": { "choice": "Entailment", "spans": [ 31, 35 ] }, "nda-5": { "choice": "Entailment", "spans": [ 26 ] }, "nda-4": { "choice": "Entailment", "spans": [ 24, 25 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001574111/000119312514440569/d826999dex99d5.htm" }, { "id": 620, "file_name": "1592288_0001193125-17-306543_d469659dex99e2.htm", "text": "Exhibit (e)(2)\nSeptember 19, 2017\nUltragenyx Pharmaceutical Inc.\n60 Leveroni Court\nNovato, California 94949\nAttention: Karah Parschauer, General Counsel\nLadies and Gentlemen:\nIn connection with your consideration of a possible negotiated business transaction involving Dimension Therapeutics, Inc. (the \u201cCompany\u201d) and you (the \u201cPossible Transaction\u201d), and in order to evaluate, consider, negotiate and/or implement the Possible Transaction, you have requested information concerning the Company that is confidential and proprietary. As a condition to being furnished such confidential and proprietary information, you agree to treat any such information, whether written or oral, concerning the Company or any of its subsidiaries, Affiliates (as such term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended) or divisions (whether prepared by the Company, its advisors or otherwise) that is furnished on or after the date hereof to you by or on behalf of the Company (herein collectively referred to as the \u201cEvaluation Material\u201d) in accordance with the provisions of this letter agreement and to take or abstain from taking certain other actions herein set forth. The term \u201cEvaluation Material\u201d includes, without limitation, all notes, analyses, compilations, spreadsheets, data, reports, studies, interpretations or other documents furnished by or on behalf of the Company to you or your Representatives (as defined below) or prepared by you or your Representatives, to the extent such materials reflect or are based upon the Evaluation Material. The term \u201cEvaluation Material\u201d does not include information that (a) is or becomes available to you on a nonconfidential basis from a source other than the Company or its Representatives; provided that such source is not known by you to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation to, the Company that prohibits such disclosure, (b) is or becomes available to the public other than as a result of a disclosure by you or your Representatives in violation of this letter agreement, (c) you can demonstrate is in your possession or the possession of your Representatives prior to receipt from the Company or its Representatives pursuant to this letter agreement, or (d) has been or is independently developed by you or your Representatives without the use of the Evaluation Material or in violation of the terms of this letter agreement. For purposes of this letter agreement the term \u201cRepresentatives\u201d shall include any person, its Affiliates and such person\u2019s and its Affiliates\u2019 respective directors, officers, employees, agents, attorneys, accountants, financial advisors and other professional representatives or advisors.\n1. Non-Disclosure and Use of Evaluation Material. You hereby agree that the Evaluation Material will be kept confidential and used solely for the purpose of evaluating, considering,negotiating and/or implementing the Possible Transaction; provided, however, that the Evaluation Material may be disclosed (i) to any of your Representatives who need to know such information solely for the purpose of evaluating, considering,\nnegotiating and/or implementing a Possible Transaction, (ii) pursuant to an External Demand in accordance with paragraph 4 of this letter agreement and (iii) as the Company may otherwise consent in writing. All such Representatives shall (A) be informed by you of the confidential nature of the Evaluation Material, (B) agree to treat the Evaluation Material in accordance with this letter agreement, and (C) be advised of the terms of this letter agreement and directed to comply with the terms hereof to the same extent as if they were parties to this letter agreement. You agree to be responsible for any breaches of any of the provisions of this letter agreement by any of your Representatives (it being understood that such responsibility shall be in addition to and not by way of limitation of any right or remedy the Company may have against your Representatives with respect to such breach).\n2. Securities Laws. You hereby acknowledge that you and your Representatives are aware, and will advise your Representatives, that the Evaluation Material may contain material, non-public information about the Company and that United States securities laws prohibit any person who has material, non-public information about a company from purchasing or selling any securities of the Company while in possession of such information.\n3. Transaction Information. You will not, and will direct your Representatives not to, disclose to any person (except (i) to your Representatives who need to know such information for the purpose of evaluating, considering, negotiating and/or implementing a Possible Transaction and (ii) as the Company may otherwise consent in writing) either the fact that discussions or negotiations are taking place concerning the Possible Transaction or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof or that Evaluation Material has been made available to you (such information, \u201cTransaction Information\u201d); provided, however, that disclosure of Transaction Information pursuant to an External Demand shall be governed by paragraph 4 of this letter agreement; Without limiting the generality of the foregoing, you further agree that you will not share the Evaluation Material with or enter into any agreement, arrangement or understanding, or any discussions which would reasonably be expected to lead to an agreement, arrangement or understanding, with any other person, including other potential bidders and equity or debt financing sources (other than your Representatives as permitted above) regarding a Possible Transaction involving the Company without the prior written consent of the Company and only upon such person executing a confidentiality agreement in favor of the Company with terms and conditions substantially consistent with this letter agreement.\n4. Required Disclosure. Notwithstanding anything to the contrary provided in this letter agreement, in the event you or any of your Representatives receive a request or are required by any law, rule, order, decree or regulation (including, without limitation, applicable securities or antitrust laws and applicable stock exchange rules) or any regulatory authority or legal, administrative or judicial process (including, without limitation, or by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process or pursuant to a formal request from a regulatory examiner) (any such requested or required disclosure, an \u201cExternal Demand\u201d) to disclose all or any part of the Evaluation Material or the Transaction Information, you or your Representatives, as the case may be, agree, to the extent permissible and reasonably practicable, to (a) promptly notify the Company of the existence, terms and circumstances surrounding such External Demand or Permitted Disclosure and (b) assist the Company, at the Company\u2019s request and expense, in seeking a protective order or other appropriate remedy to the extent available under the circumstances. In the event that such protective order or other remedy is not obtained or that the Company waives compliance with the provisions hereof, (i) you or your Representatives, as the case may be, may disclose only that portion of the Evaluation Material or Transaction Information which you or your Representatives are advised by counsel is required to be disclosed and to only those persons to whom you or your Representatives are advised by counsel are required to receive such information, and you or your Representatives shall exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Evaluation Material or Transaction Information, and (ii) you or your Representatives shall not be liable for such disclosure.\n5. Communications and Requests. You agree that unless otherwise agreed to by the Company in writing, (a) all communications regarding the Possible Transaction, (b) requests for additional information regarding the Possible Transaction, (c) requests for facility tours or management meetings in connection with the Possible Transaction, and (d) discussions or questions regarding procedures, timing and terms of the Possible Transaction, will be submitted or directed exclusively to Andrew Weisenfeld (weisenfeld@mtspartners.com, 212-887-2102) of MTS Health Partners, L.P., the financial advisor to the Company or such other persons designated by the Company for such purpose.\n6. Non-Solicit. You agree that, for a period of one year from the date of this letter agreement, neither you nor any of your Affiliates who are provided with Evaluation Material or become aware of your discussions regarding the Possible Transaction will, directly or indirectly, solicit for employment or employ (a) any individual serving as an executive officer of the Company, or (b) any employee of the Company or any of its subsidiaries with whom you have had substantial contact, or who is specifically identified to you (other than through a general roster of employees, general employee equity and compensation data or other employee data provided in due diligence that is general in nature), during your investigation of the Company and its business in connection with the Possible Transaction, in each case without obtaining the prior written consent of the Company; provided that you may (i) make general solicitations for employment not specifically directed at the Company or any of its subsidiaries or their respective employees and employ any person who responds to such solicitations, (ii) solicit and/or hire any person who contacts such party or its Affiliates on his or her own initiative without any initial direct or indirect solicitation or encouragement by such party or its Affiliates (other than as permitted by the preceding clause (i) and (iii) solicit and/or hire any person whose employment with the other party and its subsidiaries previously has been terminated for at least 90 days.\n7. Standstill. You hereby acknowledge that, except as otherwise invited in writing by the Company\u2019s Board of Directors or a Representative thereof or otherwise agreed in writing by the Company, for a period of one year from the date of this letter agreement (the \u201cStandstill Period\u201d), neither you nor any of your Affiliates who are provided with Evaluation Material will: (a) propose (i) any merger, consolidation, business combination, tender or exchange offer, purchase a substantial portion of the Company\u2019s assets or businesses, or similar transactions involving the Company or (ii) any recapitalization, restructuring, liquidation or other extraordinary transaction with respect to the Company; (b) (i) acquire beneficial ownership of any voting securities (including in derivative form) of the Company (collectively, a transaction specified in (a)(i), (a)(ii) and (b)(i) involving a majority of the Company\u2019s outstanding capital stock or consolidated assets, is referred to as a \u201cBusiness Combination\u201d), (ii) propose or seek, whether alone or in concert with others, any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the rules of the Securities and Exchange Commission) or consents to vote any voting securities (including in derivative form) of the Company, (iii) nominate any person as a director of the Company, or (iv) propose any matter to be voted upon by the stockholders of the Company; (c) form, join or in any way participate in a third party \u201cgroup\u201d (as such term is used in the rules of the Securities and Exchange Commission) with respect to any voting securities (including in derivative form) of the Company or a Business Combination involving the Company; (d) request the Company (or any of its officers, directors or Representatives), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence); or (e) take any action that would reasonably be expected to require the Company to make a public announcement regarding a potential Business Combination; provided, however, that nothing in this paragraph shall prohibit you from making a confidential proposal to the Company or the Company\u2019s Board of Directors for a transaction involving a Business Combination (including a Possible Transaction) in a manner that would not reasonably be expected to require either party to make public disclosure with respect thereto.\nNotwithstanding anything to the contrary in this letter agreement, the Standstill Period shall automatically terminate and cease to be of any further force and effect upon the earliest to occur of any of the following: (a) the Company publicly announcing its or its Board of Directors\u2019 approval or recommendation of (A) any person or \u201cgroup\u201d (as such term is used in the rules of the Securities and Exchange Commission) commencing or publicly announcing an intention to commence a tender or exchange offer that, if consummated, would make such person or \u201cgroup\u201d (as such term is used in the rules of the Securities and Exchange Commission) (or any of their respective Affiliates) the beneficial owner (within the meaning of Section 13(d)(1) of the Exchange Act) of 50% or more of the Company\u2019s equity securities, (B) an offer or proposal by any person or \u201cgroup\u201d (as such term is used in the rules of the Securities and Exchange Commission) which if effected would result in the acquisition (whether by merger, consolidation, recapitalization, liquidation or otherwise) by such person or \u201cgroup\u201d (as such term is used in the rules of the Securities and Exchange Commission) of 50% or more of such other party\u2019s equity securities or a majority of the consolidated assets of the Company and its Affiliates (any such transaction, an \u201cAcquisition Transaction\u201d), or (C) any Acquisition Transaction, or (b) the Company entering into or publicly announcing its intention to enter into a definitive agreement with a third party to effectuate an Acquisition Transaction. Notwithstanding anything to the contrary in this letter agreement, you may own or acquire, or propose to acquire, any assets or securities of the Company in connection with a transaction subject to approval pursuant to proceedings under the United States Bankruptcy Code.\n8. No Representation of Accuracy. Although the Company has endeavored to include in the Evaluation Material information which it believes to be relevant for the purpose of your investigation, you understand that none of the Company or its Representatives have made or make in this letter agreement any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material. You agree that none of the Company or its Representatives shall have any liability to you or any of your Representatives pursuant to this letter agreement resulting from the selection, use or content of the Evaluation Material by you or your Affiliates or Representatives. You further agree that you and your Representatives will be entitled to rely solely on such representations and warranties as may be included in a definitive agreement relating to a Possible Transaction, subject to such limitations and restrictions as may be contained therein.\n9. Destruction or Return of Evaluation Material. You may determine not to pursue a Possible Transaction at any time and for any, or no, reason, and will promptly inform the Company at any time such a decision is made. Upon the Company\u2019s demand, you shall, at your sole option, either promptly (a) destroy the Evaluation Material and any copies thereof, or (b) return to the Company all Evaluation Material and any copies thereof, and, in either case, confirm in writing to the Company that all such material has been destroyed or returned, as applicable, in compliance with this letter agreement. It is understood that information in an intangible or electronic format containing Evaluation Material cannot be removed, erased or otherwise deleted from archival systems (also known as \u201ccomputer or system back-ups\u201d) but that such information will continue to be protected under the confidentiality requirements and non-use limitations contained in this letter agreement, and you and your Representatives shall continue to be bound by the obligations of confidentiality and non-use hereunder. Notwithstanding the foregoing, you and your Representatives may retain one copy of any work product prepared by you or them that contains Evaluation Material to the extent necessary or advisable pursuant to applicable legal or regulatory requirements, professional standards or reasonable business practice; provided that you and such Representatives shall continue to be bound by the obligations of confidentiality and non-use hereunder with respect to such work product.\n10. Injunctive Relief. You acknowledge and agree that money damages may not be a sufficient remedy for any breach of this letter agreement by you or your Representatives and that the Company shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach, without proof of damages, and each party further agrees to waive, and shall cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. Such remedies shall not be the exclusive remedies for a breach of this letter agreement, but will be in addition to all other remedies available at law or in equity.\n11. Definitive Agreement. You agree that unless and until a definitive agreement between the Company and you with respect to the Possible Transaction (a \u201cDefinitive Agreement\u201d) has been executed and delivered, neither the Company nor you will be under any legal obligation of any kind whatsoever with respect to a Possible Transaction by virtue of this letter agreement or any other written or oral expression except, in the case of this letter agreement, for the matters specifically agreed to herein. In addition, you hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with any Possible Transaction other than claims under any Definitive Agreement relating to a Possible Transaction or under this letter agreement. For purposes of this letter agreement, the term \u201cDefinitive Agreement\u201d does not include an executed letter of intent or any other preliminary written agreement, nor does it include any oral acceptance of an offer or bid by you. The agreement set forth in this paragraph may be modified or waived only by a separate writing by the Company and you expressly so modifying or waiving such agreement.\n12. Process Agreements. You acknowledge that (a) the Company shall be free to conduct a process for a Possible Transaction as it in its sole discretion shall determine (including, without limitation, negotiating with any other prospective buyers and entering into a definitive agreement without prior notice to you or to any other person), and (b) any procedures relating to such Possible Transaction may be implemented or changed at any time prior to entry into a definitive agreement relating to such Possible Transaction without notice to you or any other person. The Company reserves the right at any time, in its sole discretion, for any reason or no reason, to reject any and all proposals made by you or any of your Representatives with regard to the Possible Transaction, to terminate discussions and negotiations with you, and to refuse to provide any further access to Evaluation Material. You further acknowledge that the Company has entered into an Agreement and Plan of Merger with REGENXBIO, Inc. and Muddy Charles Acquisition Corporation, dated August 24, 2017 (the \u201cMerger Agreement\u201d), and that you have read the Merger Agreement in its entirety, including Sections 5.3 and 5.4 therein. You agree that nothing in this letter agreement shall be deemed to restrict the Company\u2019s ability to comply with the provisions of the Merger Agreement, including Sections 5.3 and 5.4 therein, and in the case of any inconsistency between this letter agreement and the Merger Agreement, the terms of the Merger Agreement shall control with respect to any action by the Company.\n13. No Waiver. No failure or delay by the Company or any of its Representatives in exercising any right, power or privilege under this letter agreement shall operate as a waiver thereof, and no amendment, modification or waiver hereof shall be effective, unless in writing and signed by an officer or other authorized person of the Company hereto.\n14. Severability. The illegality, invalidity or unenforceability of any provision hereof under the laws of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdiction, nor the legality, validity or enforceability of any other provision.\n15. Governing Law and Forum. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware. The parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of the Chancery Courts in the State of Delaware and the United States District Court for the District of the State of Delaware for any action, suit or proceeding arising out of or relating to this letter agreement or the Possible Transaction, and agree not to commence any action, suit or proceeding related thereto except in such courts.\n16. Counterparts. This letter agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same agreement. One or more counterparts of this letter agreement may be delivered by facsimile or pdf electronic transmission, with the intention that they shall have the same effect as an original counterpart hereof.\n17. Term. This letter agreement shall terminate on the date that is two years following the date hereof.\nVery truly yours,\nDimension Therapeutics, Inc.\nBy: /s/ Annalisa Jenkins, MBBS, FRCP\nName: Annalisa Jenkins, MBBS, FRCP\nTitle: President & Chief Executive Officer\nConfirmed and Agreed to:\nUltragenyx Pharmaceutical Inc.\nBy: /s/ Shalini Sharp\nName: Shalini Sharp\nTitle: Chief Financial Officer\nDate: September 19, 2017\n", "spans": [ [ 0, 8 ], [ 8, 14 ], [ 15, 33 ], [ 34, 64 ], [ 65, 82 ], [ 83, 107 ], [ 108, 152 ], [ 153, 174 ], [ 175, 533 ], [ 533, 1188 ], [ 1188, 1572 ], [ 1572, 1637 ], [ 1637, 1955 ], [ 1955, 2106 ], [ 2106, 2289 ], [ 2289, 2461 ], [ 2461, 2750 ], [ 2751, 2801 ], [ 2801, 3055 ], [ 3055, 3174 ], [ 3175, 3231 ], [ 3231, 3327 ], [ 3327, 3382 ], [ 3382, 3413 ], [ 3413, 3491 ], [ 3491, 3580 ], [ 3580, 3747 ], [ 3747, 4074 ], [ 4075, 4095 ], [ 4095, 4506 ], [ 4507, 4535 ], [ 4535, 4625 ], [ 4625, 4790 ], [ 4790, 6028 ], [ 6029, 6053 ], [ 6053, 6909 ], [ 6909, 7044 ], [ 7044, 7213 ], [ 7213, 7351 ], [ 7351, 7889 ], [ 7889, 7962 ], [ 7963, 7995 ], [ 7995, 8064 ], [ 8064, 8123 ], [ 8123, 8199 ], [ 8199, 8303 ], [ 8303, 8638 ], [ 8639, 8655 ], [ 8655, 8951 ], [ 8951, 9021 ], [ 9021, 9537 ], [ 9537, 9739 ], [ 9739, 9996 ], [ 9996, 10004 ], [ 10004, 10152 ], [ 10153, 10168 ], [ 10168, 10525 ], [ 10525, 10537 ], [ 10537, 10735 ], [ 10735, 10853 ], [ 10853, 10857 ], [ 10857, 11003 ], [ 11003, 11011 ], [ 11011, 11023 ], [ 11023, 11163 ], [ 11163, 11427 ], [ 11427, 11486 ], [ 11486, 11563 ], [ 11563, 11840 ], [ 11840, 12024 ], [ 12024, 12538 ], [ 12539, 12758 ], [ 12758, 12855 ], [ 12855, 13352 ], [ 13352, 13900 ], [ 13900, 13936 ], [ 13936, 14101 ], [ 14101, 14372 ], [ 14373, 14407 ], [ 14407, 14786 ], [ 14786, 15059 ], [ 15059, 15336 ], [ 15337, 15386 ], [ 15386, 15555 ], [ 15555, 15630 ], [ 15630, 15693 ], [ 15693, 15934 ], [ 15934, 16428 ], [ 16428, 16900 ], [ 16901, 16924 ], [ 16924, 17302 ], [ 17302, 17420 ], [ 17420, 17585 ], [ 17586, 17612 ], [ 17612, 18089 ], [ 18089, 18355 ], [ 18355, 18583 ], [ 18583, 18750 ], [ 18751, 18775 ], [ 18775, 18796 ], [ 18796, 19095 ], [ 19095, 19318 ], [ 19318, 19651 ], [ 19651, 19954 ], [ 19954, 20330 ], [ 20331, 20346 ], [ 20346, 20678 ], [ 20679, 20697 ], [ 20697, 20971 ], [ 20972, 21001 ], [ 21001, 21114 ], [ 21114, 21541 ], [ 21542, 21560 ], [ 21560, 21724 ], [ 21724, 21926 ], [ 21927, 21937 ], [ 21937, 22031 ], [ 22032, 22049 ], [ 22050, 22078 ], [ 22079, 22115 ], [ 22116, 22150 ], [ 22151, 22193 ], [ 22194, 22218 ], [ 22219, 22249 ], [ 22250, 22271 ], [ 22272, 22291 ], [ 22292, 22322 ], [ 22323, 22347 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "NotMentioned", "spans": [] }, "nda-10": { "choice": "Entailment", "spans": [ 31, 32, 33 ] }, "nda-2": { "choice": "NotMentioned", "spans": [] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "Entailment", "spans": [ 87, 88 ] }, "nda-12": { "choice": "Entailment", "spans": [ 11, 15 ] }, "nda-20": { "choice": "Entailment", "spans": [ 87, 88 ] }, "nda-3": { "choice": "Entailment", "spans": [ 9 ] }, "nda-18": { "choice": "Entailment", "spans": [ 48, 49, 50 ] }, "nda-7": { "choice": "Entailment", "spans": [ 16, 18, 19, 20, 31, 32 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 35, 36 ] }, "nda-13": { "choice": "Entailment", "spans": [ 11, 12 ] }, "nda-5": { "choice": "Entailment", "spans": [ 16, 18, 19, 20, 31, 32 ] }, "nda-4": { "choice": "Entailment", "spans": [ 18 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001592288/000119312517306543/d469659dex99e2.htm" }, { "id": 621, "file_name": "1609351_0001193125-19-066373_d642137dex99d2.htm", "text": "Exhibit 99.(d)(2)\nMUTUAL NON-DISCLOSURE AGREEMENT\nTHIS MUTUAL NON-DISCLOSURE AGREEMENT (this \u201cAgreement\u201d), entered into as of October 9, 2018 (the \u201cEffective Date\u201d), governs the disclosure of information by and between Spark Therapeutics, Inc., a Delaware corporation, having an address at 3737 Market Street, Suite 1300, Philadelphia, PA (\u201cSpark\u201d), and Roche Holdings Inc, a Delaware company having an address at 1 DNA Way, South San Francisco, CA 94080 (\u201cCompany\u201d). For purposes of this Agreement, references to each of Spark and Company, and corresponding references to disclosing party and receiving party herein, shall include the respective subsidiaries and other entities controlled, directly or indirectly by Spark or Company, as the case may be; provided, however, with respect to Company, the foregoing provision shall exclude Chugai Pharmaceutical Co., Ltd, 1-1 Nihonbashi-Muromachi 2-chome, Chuo-ku, Tokyo, 103-8324 (\u201cChugai\u201d) unless the Company opts for such inclusion of Chugai and their respective subsidiaries by giving written notice to the Company.\n1. Purpose. This Agreement is made in order for each party to disclose to the other, during the term of this Agreement, such scientific, technical, business and financial information as the disclosing party may elect to disclose so that the receiving party may use the same solely for the purpose of evaluating the Confidential Information internally in connection with evaluating a possible transaction between the parties relating to one, more or all of Spark\u2019s gene therapy product candidates and/or assets (the \u201cPurpose\u201d) under terms that will protect the confidential and proprietary nature of such information.\n2. Confidential Information. As used herein, \u201cConfidential Information\u201d will mean any and all scientific, technical, business and financial information, including third party information, that is furnished or disclosed, in whatever form or medium (regardless of whether tangible, intangible, visual, or oral), to the receiving party, before or after the Effective Date. \u201cConfidential Information\u201d includes but is not limited to: (a) patent and patent applications; (b) manufacturing, including process and know-how; (c) clinical trial design or results; (d) vendors; (e) trade secrets; and (f) other proprietary information, ideas, gene sequences, cell lines, samples, chemical compounds, assays, biological materials, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, and formulae related to the current, future, and proposed products and services of each of the parties, and including without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, analyst reports, sales and merchandising, marketing plans and any additional non-public information the disclosing party provides.\n3. Obligations. Each receiving party agrees: (a) to use the disclosing party\u2019s Confidential Information solely for the Purpose stated above and for no other reason; (b) to protect the confidentiality of the disclosing party\u2019s Confidential Information; (c) not to disclose any of the disclosing party\u2019s Confidential Information to anyone, except those employees, consultants or representatives of the receiving party or its Affiliates who have a \u201cneed to know\u201d the information for the Purpose and who have signed confidentiality agreements or are otherwise bound by confidentiality and non-use obligations at least as restrictive as those contained herein; and (d) to notify appropriately such employees, consultants and representatives of the receiving party or its Affiliates that the disclosure is made in confidence and under the applicable confidentiality obligations. The receiving party agrees to be responsible for any breaches of any of the provisions of this Agreement by any of its employees, consultants or representatives. Each receiving party agrees that in the event permission is granted by the disclosing party to copy Confidential Information, each such copy will contain and state the same confidential or proprietary notices or legends, if any, that appear on the original.\n4. Exceptions. The obligations and restrictions imposed by this Agreement will not apply to any Confidential Information that the receiving party can establish by competent evidence acceptable under applicable law and as deemed appropriate by the competent court: (a) is already known to the receiving party prior to the disclosing party\u2019s disclosure; (b) is or becomes publicly available through no fault of the receiving party; (c) is obtained by the receiving party from a third party; or (d) is independently developed by the receiving party without use of or reference to any Confidential Information. Notwithstanding the foregoing, (i) any Confidential Information shall not be deemed to be within the foregoing exceptions merely because such information is embraced by more general information in the public domain or in the possession of the receiving party, and (ii) any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or in the possession of the receiving party, but only if the combination itself and its principle of operation are in the public domain or in the possession of the receiving party. Notwithstanding anything contained in this Agreement, other than in the case of an External Demand (as defined below), the receiving party may disclose either the fact that discussions or negotiations are taking place concerning the Purpose or any of the terms, conditions or other facts with respect to the Purpose, including the status thereof or that Confidential Information has been made available to the receiving party (such information, \u201cTransaction Information\u201d) if but only if (i) such disclosure is required under applicable securities or antitrust laws or under applicable stock exchange rules as determined based on advice of legal counsel and (ii) such disclosure requirement does not arise from a breach of this Agreement. In the event the receiving party receives a request or is required by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process or pursuant to a formal request from a regulatory examiner (any such requested or required disclosure, an \u201cExternal Demand\u201d) to disclose all or any part of the Confidential Information of the disclosing party or the Transaction Information, the receiving party shall (1) immediately notify the disclosing party of the existence, terms and circumstances surrounding such External Demand, (2) consult with the disclosing party on the advisability of taking legally available steps to resist or narrow such request or disclosure, and (3) assist the disclosing party, at the disclosing party\u2019s expense, in seeking a protective order or other appropriate remedy to the extent available under the circumstances. In the event that such protective order or other remedy is not obtained or that the disclosing party waives compliance with the provisions hereof, (x) the receiving party may disclose only that portion of the Confidential Information or Transaction Information which the receiving party is advised by counsel is legally required to be disclosed and to only those persons to whom the receiving party is advised by counsel are legally required to receive such information, and the receiving party shall exercise commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information or Transaction Information, and (y) the receiving party shall not be liable for such disclosure, unless such disclosure was caused by or resulted from a previous disclosure by the receiving party not permitted by this Agreement.\n5. Handling of Information and Materials. Confidential Information will not be reproduced in any form except as required to accomplish the Purpose of this Agreement. Any reproduction of any Confidential Information of the disclosing party will remain the property of the disclosing party and will contain and state any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the disclosing party. Upon termination or expiration of this Agreement, or upon written request of the disclosing party, each receiving party will promptly destroy (to the extent reasonably practicable in case of electronic files) or return to the other all documents and other tangible materials representing the disclosing party\u2019s Confidential Information and all copies thereof. Notwithstanding the forgoing the receiving party may retain one copy of all Confidential Information in its legal department solely for archival and compliance purposes and its external advisors, if any, may keep one copy of their Confidential Information in accordance with the laws and professional standards applicable to them.\n6. No Other Rights. The parties recognize and agree that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information of the disclosing party disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. Each receiving party will not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information of the disclosing party.\n7. Standstill. Company hereby acknowledges that, unless otherwise agreed in writing by Spark, for a period of twelve (12) months from the date of this Agreement (the \u201cRestricted Period\u201d) none of Company, nor any of its Affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) who are provided with Confidential Information or become aware of Company\u2019s discussions with Spark, will: (a) propose (i) any merger, consolidation, business combination, tender or exchange offer, purchase of Spark\u2019s assets or businesses, or similar transactions involving Spark or (ii) any recapitalization, restructuring, liquidation or other extraordinary transaction with respect to Spark; (b) (i) acquire beneficial ownership of any voting securities (including in derivative form) of Spark (collectively, a transaction specified in (a)(i), (a)(ii) and (b)(i) involving a majority of Spark\u2019s outstanding voting securities or consolidated assets, is referred to as a \u201cBusiness Combination\u201d), (ii) propose or seek, whether alone or in concert with others, any \u201csolicitation\u201d (as such term is used in the rules of the Securities and Exchange Commission) of proxies or consents to vote any securities (including in derivative form) of Spark, (iii) nominate any person as a director of Spark, or (iv) propose any matter to be voted upon by the stockholders of Spark; (c) directly or indirectly, form, join or in any way participate in a third party \u201cgroup\u201d (as such term is used in the rules of the Securities and Exchange Commission) (or discuss with any third party the potential formation of a group) with respect to any voting securities (including in derivative form) of Spark or a Business Combination involving Spark; (d) request Spark (or any of its officers, directors or representatives), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence) in a way which would require Spark to publicly disclose the same; or (d) take any action that could require Spark to make a public announcement regarding a potential Business Combination; provided, however, that nothing in this paragraph shall prohibit Company from make a confidential proposal to Spark or Spark\u2019s Chairman of the Board of Directors for a transaction involving a Business Combination at any time for a transaction involving a Business Combination. Notwithstanding the foregoing provisions of this paragraph to the contrary, the foregoing restrictions set forth in this paragraph shall immediately and automatically terminate and cease to apply with respect to Company and its Affiliates without any further action in the event that (A) Spark\u2019s board of directors (or a committee thereof) approves, or Spark enters into a definitive agreement providing for, a Business Combination, (B) a third party commences, or announces an intention to commence, a tender or exchange offer, the consummation of which would constitute a Business Combination and (i) the board of directors (or a committee thereof) of Spark at any time recommends, or publicly discloses an intention to recommend, that Spark\u2019s shareholders tender their shares into such tender or exchange offer (as it may have been amended), or (ii) the board of directors (or a committee thereof) of Spark does not, within ten business days from the date such offer is first published, sent or given to shareholders, recommend that Spark\u2019s shareholders not tender their shares into such tender or exchange offer (as it may have been amended) or at any time thereafter changes its recommendation with respect to such tender or exchange offer (as it may have been amended) or takes any similar action that results in such board of directors no longer recommending that Spark\u2019s shareholders not tender their shares into such tender or exchange offer, (C) any person or \u201cgroup\u201d (as such term is used under the Exchange Act) commences, or announces an intention to commence, any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used under the Exchange Act) or consents with respect to the voting securities of Spark in which such person or group would, if successful, elect or acquire the ability to elect a majority of the members of the board of directors of Spark or result in a majority of the seats of the board of directors of Spark becoming vacant, or (D) with respect to any pending tender offer or exchange offer for shares of Spark, the consummation of which would constitute a Business Combination, Spark\u2019s board of directors (or any committee thereof) no longer recommends that its shareholders tender their shares into such tender or exchange offer (as it may have been amended). The parties further acknowledge that Spark may enter into additional standstill agreements similar to the provision in this paragraph with third parties in connection with such third parties evaluating a possible transaction with Spark (\u201cOther Standstill Agreement\u201d), and the parties hereby agree that, to the extent that any such Other Standstill Agreement contains provisions that are more favorable to the third party than the provisions in this paragraph, this Agreement shall be deemed automatically amended to incorporate such more favorable terms as set forth in the Other Standstill Agreement. Following the expiration of the Restricted Period, no provision of this agreement shall restrict Company or its Affiliates, directly or indirectly, from taking any action described in this paragraph 7 (including using for the purpose of such action, but not otherwise disclosing any Confidential Information). For the avoidance of doubt, nothing in this paragraph 7 shall prevent the Company from entering into license, collaboration or other similar agreements in the ordinary course of business.\n8. Passive Investments. The provisions of paragraph 7 shall not prohibit, Company or its Affiliates from owning and/or acquiring voting shares or other ownership interests in Spark provided that Company together with its Affiliates owns, in the aggregate, not more 5% of such voting securities. The provisions of paragraph 7 shall not prohibit passive investments by a pension or employee benefit plan or trust for Company\u2019s or its Affiliates employees so long as such investments are directed by independent trustees, administrators or employees to whom no Confidential Information has been disclosed.\n9. Term and Termination. This Agreement will terminate one (1) year after the Effective Date, or may be terminated by either party at any time upon thirty (30) days written notice to the other party. The receiving party\u2019s obligations under this Agreement will survive termination or expiration of this Agreement for a period of five (5) years after the termination or expiration hereof and will be binding upon the receiving party\u2019s heirs, successors and assigns after such termination or expiration; provided that the rights and obligations in Section 7 shall expire as set forth therein.\n10. Notice. Any notice to be given hereunder by either party to the other will be in writing addressed to the address set forth in the opening paragraph above (unless either provides written notice of a different address) and will be deemed given: (a) upon delivery if sent by overnight courier; or (b) three (3) days after deposit in the mail if sent by pre-paid, certified mail, return receipt requested mail.\n11. General. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement. This Agreement supersedes all previous agreements between the parties relating to the subject matter hereof. The headings to sections of this Agreement are inserted for convenience only and will not be deemed a part hereof or affect the construction or interpretation of any provision hereof. No provision of this Agreement will be deemed waived, amended or modified by either party, unless such waiver, amendment or modification is made in writing and signed by both parties. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without reference to conflict of laws principles. Any dispute under this Agreement may be brought in the state courts and the Federal courts located in the State of Delaware, and the parties hereby consent to the personal jurisdiction and venue of these courts. Each party acknowledges and agrees that money damages would not be a sufficient remedy for any breach (or threatened breach) of this Agreement by the receiving party or its Affiliates or representatives and that the disclosing party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach (or threatened breach), without proof of damages, and each party further agrees to waive, and use its best efforts to cause its Affiliates and representatives to waive any requirement for the securing or posting of any bond in connection with any such remedy. Such remedies shall not be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, and such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. Neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, provided that a party may assign this Agreement to an Affiliate or successor without the consent of the other party in connection with a merger, reorganization, consolidation, change of control, sale of substantially all assets or similar transaction of the assigning party. Neither party will export, directly or indirectly, any technical data acquired from the other pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval. This Agreement may be executed in one (1) or more counterparts, each of which shall be an original and all of which together shall constitute one and the same document. Signatures delivered by facsimile, PDF or electronic mail shall be as effective as original signatures.\nIN WITNESS WHEREOF, duly authorized representatives of the parties have executed this Mutual Non-Disclosure Agreement as of the Effective Date.\nSPARK THERAPEUTICS, INC. ROCHE HOLDINGS INC.\nBy: /s/ Joseph W. LaBarge By: /s/ Bruce Resnick\nName: Joseph W. 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(f/k/a VPHealth, Inc.), a Delaware corporation (\u201cEvolent\u201d), (each, a \u201cParty\u201d, and collectively, the \u201cParties\u201d).\nRECITALS\nWHEREAS, ABCO and Evolent entered into a Services, Reseller and Non-Competition Agreement (the \u201cOriginal Agreement\u201d), effective as of August 31, 2011 (the \u201cOriginal Effective Date\u201d);\nWHEREAS, since entering into the Original Agreement, Evolent and ABCO have continued to explore ways to improve the efficiency and implementation of their relationship; and\nWHEREAS, as a result of the foregoing efforts, the Parties have agreed to amend and restate the Original Agreement as set forth in this Agreement.\nNOW, THEREFORE, in consideration of the above recitals, the terms and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:\n1. DEFINITIONS. For purposes of this Agreement:\n1.1 \u201cABCO Restricted Products and Services\u201d means (a) care management services including, but not limited to, traditional disease management services, direct patient outreach and other service-based care management offerings (e.g., readmissions management teams, nurse call centers, on-site care management teams); (b) care management workflow software designed for and used by provider-owned payor organizations or other entities intending to conduct active care management campaigns targeted at managing population health/longitudinal outcomes (i.e, solutions that are the same as or substantially similar to (i.e. functionality that is redundant in substantial and material respects with) HealthPlaNet); (c) services primarily intended to support cost reduction and benefit changes for health system employees; (d) consulting services comparable and competitive with blueprint consulting services offered by Evolent as of the Effective Date (\u201cBlueprint Services\u201d), (e) Exclusive TPA Services or (f) Crimson Care Registry products. For the avoidance of doubt, Restricted Products and Services does not include behavioral health-related services or software (e.g., Askesis Development Group software), services similar to those offered by UPMC WorkPartners (e.g., \u201cTake-a-Healthy-Step\u201d or similar health and wellness programs, occupational medicine, on-site clinic implementation and administration, employee assistance services, absence management or workers\u2019 compensation services), or software or solutions similar to those offered by EBenefits Solutions, LLC.\n1.2 \u201cActive Sales Process\u201d, with respect to any Person as of any date on which Evolent proposes to add such Person to the list of Evolent Top Prospects, means such Person (a) is not an Evolent Client as of such date and (b) either (i) has purchased ABCO Restricted Products and Services from ABCO prior to such date or (b) was engaged in active discussions with ABCO about acquiring ABCO Restricted Products and Services (including, but not limited to, a review of the applicable offering of ABCO Restricted Products and Services) as of such date.\n1.3 \u201cAffiliate\u201d means any Person which Controls, is Controlled by, or is in common Control with, another Person.\n1.4 \u201cBusiness Plan\u201d has the meaning set forth in that certain Intellectual Property License and Data Access Agreement between the Parties.\n1.5 \u201cChange of Control\u201d with respect to any entity means a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the subject entity, the entity\u2019s shares representing more than fifty percent (50%) of the outstanding voting power of such entity.\n1.6 \u201cConfidential Information\u201d means any and all technical and non-technical information, whether conveyed verbally, in writing, electronically or by any other means, including, but not limited to, trade secrets, source code, technology, know-how and proprietary information, techniques, plans or any other information relating to any research project, analysis, work in process, future development, scientific, engineering, marketing or business plans or financial, contractual or personnel matters relating to either Party or its present or future products, services, sales, suppliers, identity of and information relating to customers and prospective customers, customer or prospect list, prospective employees, investors or affiliates or other proprietary information disclosed or otherwise supplied in confidence by either Party to the other, to the extent that such information is provided pursuant to this Agreement by one Party to the other Party and is marked \u201cconfidential\u201d or \u201cproprietary\u201d or that should be reasonably understood by the Receiving Party (based on the nature of the information or the context in which the information is disclosed) should be considered confidential. Confidential Information will not include information to the extent that: (a) such information is or becomes publicly available other than through any act or omission of either Party in breach of this Agreement; (b) such information was received by the Receiving Party, other than under an obligation of confidentiality, from a third party who had no obligation of confidentiality to the other Party; (c) such information was in the possession of the Receiving Party at the time of the disclosure or was independently developed by the Receiving Party, as reflected by the Receiving Party\u2019s internal, written and dated documentation; or (d) an applicable regulation, court order or other legal process requires the disclosure of such information, provided that prior to such disclosure the Disclosing Party will give notice to the other Party so that the other Party may take reasonable steps to oppose or limit such disclosure, so that the Disclosing Party does not disclose any more information than necessary to comply with such legal process. The burden of proof that Confidential Information falls into any one of the above exemptions will be borne by the Party claiming such exemption with documentation or other credible evidence.\n1.7 \u201cControl\u201d as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.\n1.8 \u201cEvolent Clients\u201d means entities under a current contract with Evolent for an implementation and/or long-term services contract. 1.9 \u201cEvolent Top Prospects\u201d means, as of any date, up to twenty (20) potential Evolent customers in the Evolent sales pipeline identified by Evolent that are not Evolent Clients as of such date, and (a) are engaged in active discussions with Evolent regarding purchasing Evolent products and services and/or (b) are under a current contract with Evolent for Blueprint Services or other services that do not constitute implementation or long-term services; provided, however, that (i) the list of such potential Evolent customers may be updated by Evolent on a quarterly basis, and ABCO shall have the opportunity upon receipt of each such quarterly update to notify Evolent if any of the Persons added to such list are in an Active Sales Process with ABCO and shall therefore be removed from such list, and (ii) no Person shall remain on the list of Evolent Top Prospects for more than (x) twelve (12) consecutive months, in the case of potential Evolent customers without a signed agreement with Evolent, or (y) twenty-four (24) consecutive months, in the case of potential Evolent Clients that signed an agreement for Blueprint Services with Evolent before or within twelve (12) months of being added to the list of Evolent Top Prospects.\n1.10 \u201cExclusive TPA Services\u201d means certain services as set forth on Schedule 1 of the UPMC Reseller Agreement (as in effect on the Effective Date), to the extent that UPMC Health Plan, Inc., a Pennsylvania nonprofit corporation (\u201cUPMC\u201d), has the exclusive right to provide such services to Evolent, for resale by Evolent to its customers.\n1.11 \u201cDisclosing Party\u201d means a Party that provides Confidential Information to the other Party, or the other Party\u2019s Affiliates.\n1.12 \u201cGovernmental Authority\u201d means any federal, state, municipal, local, territorial, or other governmental department, regulatory authority, judicial or administrative body, whether domestic, foreign or international.\n1.13 \u201cLaw\u201d means all international, federal, country, state, provincial, local and other laws, rules and regulations, declaration, decree, directive, legislative enactment, order, code, ordinance, regulation, rule or other binding restriction of or by any Governmental Authority, as the same are promulgated, supplemented or amended from time to time.\n1.14 \u201cLoss\u201d individually, and collectively, \u201cLosses\u201d means all claims, liabilities, obligations, losses, costs, expenses (including, without limitation, legal, accounting and similar expenses), litigation, proceedings, fines, taxes, levies, imposts, duties, deficiencies, assessments, charges, penalties, allegations, demands, damages (including, but not limited to, actual, punitive or consequential, foreseen or unforeseen, known or unknown, fixed or contingent, and matured or unmatured), civil and criminal violations of Law, settlements and judgments of any kind or nature whatsoever.\n1.15 \u201cPerson\u201d means any individual, corporation, partnership, firm, joint venture, association, limited liability company, limited liability partnership, joint-stock company, trust, joint venture, unincorporated organization, governmental, judicial or regulatory body, business unit, division or any other business entity, organization or Governmental Authority.\n1.16 \u201cReceiving Party\u201d means a Party that receives Confidential Information from the other Party or the other Party\u2019s Affiliates.\n1.17 \u201cStatement of Work\u201d or \u201cSOW\u201d means an agreement by and between ABCO and Evolent that contains the detailed description of services, scope, specifications, pricing, implementation plan, timetables, milestones, and other terms and conditions for each procurement of services, as applicable.\n1.18 \u201cUPMC Reseller Agreement\u201d means that certain Second Amended and Restated Reseller, Services and Non-Competition Agreement between UPMC and Evolent dated as of [the Effective Date].\n2. SERVICES TO BE PROVIDED BY ABCO.\n2.1 General Services:\n2.1.1 Minimum Purchase. The Parties hereby acknowledge and agree that Evolent has purchased from ABCO a minimum of Two Hundred Thousand Dollars ($200,000) of services (as described in Section 2.2.1) (the \u201cOriginal Minimum Purchase\u201d) for delivery between the Original Effective Date and the first anniversary thereof.\n2.1.2 Statements of Work. The specific description, price, service levels (if applicable) and other project, service, and/or customer-specific terms for a particular service that may be provided by ABCO to Evolent (each, a \u201cService\u201d, and collectively, the \u201cServices\u201d) shall be set forth in a Statement of Work that will be created on a project by project basis.\n2.2 Right of First Offer and Process for Invoking:\n2.2.1 Applicable Services. Throughout the Term, ABCO shall have the right of first offer to provide the following services to Evolent and Evolent\u2019s customers:\n(a) Physician practice management consulting and other physician practice management services;\n(b) Physician incentive design services;\n(c) Medical home development consulting services; and\n(d) Performance analytics shared with physicians with the intent to improve outcomes.\n2.2.2 Process for Exercising Right of First Offer. Evolent shall notify ABCO in writing in the event Evolent desires to receive any of the above services (\u201cFirst Offer Services\u201d). ABCO shall have a period of thirty (30) days (\u201cFirst Offer Services Evaluation Period\u201d) within which to conduct its evaluation and diligence with respect to providing such First Offer Services. Evolent shall cooperate with ABCO and provide reasonable assistance and information to ABCO to enable ABCO to conduct its evaluation. Within five (5) business days after the expiration of such First Offer Services Evaluation Period, ABCO shall notify Evolent in writing whether or not it wishes to provide such services to Evolent. If ABCO elects to provide such First Offer Services, Evolent agrees to engage in good faith negotiations with ABCO, on an exclusive basis for a period of sixty (60) days, regarding the specific terms covering such First Offer Services.\n2.3 Failure to Execute a Service Agreement for the VBC Innovation Center: The Parties acknowledge and agree that it was their intent as of the Original Effective Date to enter into a service agreement under which Evolent would engage ABCO to provide certain consulting, development and support services in connection with the creation, launch, implementation and ongoing support of a Value-Based Care Innovation Center (the \u201cVBC Innovation Center\u201d), in consideration for which Evolent would pay ABCO a fixed fee of Eight Hundred Thousand Dollars ($800,000) per year (\u201cFixed Fee\u201d) for each of the first two (2) years of the term of such VBC Innovation Center service agreement. The Parties acknowledge and agree that, notwithstanding the fact that they negotiated with diligence and in good faith the specific terms and conditions of such service agreement, the Parties were unable to reach an agreement with respect to the VBC Innovation Center. Accordingly, the Original Minimum Purchase is increased to One Million Two Hundred Thousand Dollars ($1,200,000) (the \u201cMinimum Purchase\u201d) as follows: (a) between the Original Effective Date and the second anniversary thereof, Evolent shall have purchased from ABCO a minimum of Seven Hundred Thousand Dollars ($700,000) of services for delivery on or prior to such second anniversary of the Original Effective Date), and (b) inclusive of the purchases described in clause (a), between the Original Effective Date and the third anniversary thereof, Evolent shall have purchased from ABCO a minimum of One Million Two Hundred Thousand Dollars ($1,200,000) of services for delivery on or prior to such third anniversary of the Original Effective Date); provided that, for purposes of this sentence, \u201cservices\u201d shall include consulting, software, professional or analytic services provided from time to time by ABCO to Evolent (other than services in connection with the provision of any office space by or on behalf of ABCO to Evolent) or, pursuant to a joint written proposal by ABCO and Evolent, to any Evolent Client.\n2.4 Reservation of Rights: For the avoidance of doubt, Evolent is not precluded from offering and providing services directly to its customers, subject (a) to (i.e., after ABCO has had the full opportunity to exercise) ABCO\u2019s right of first offer to provide any First Offer Services in accordance with Section 2.2) and (b) to Evolent\u2019s compliance with its non-competition obligations as set forth in Section 6.2.\n2.5 Designation of Relationship Managers: In order to support the launch and ongoing success of the exclusive reseller relationship between ABCO and Evolent, each Party agrees to designate a senior level individual who will serve as the primary liaison and \u201cgo to\u201d contact and relationship manager for such Party (each, a \u201cRelationship Manager\u201d). Each Party\u2019s Relationship Manager\u2019s role and responsibilities would include: (a) facilitating day-to-day communications between the Parties regarding customer-facing activities, such as marketing, promotional and sales activities and preparing and submitting bids, proposals, responses to requests for proposals, fee estimates, Statements of Work and project plans; (b) receiving and submitting requests between the Parties for information and/or assistance; (c) overseeing the efficient knowledge transfer and flow of information between the Parties; (d) facilitating communications between the appropriate individuals within Evolent and ABCO, with respect to product and service offering development; and (e) providing the first level of performance review or escalation in the event of a Dispute as provided in Section 13. The Relationship Managers will meet regularly, but no less frequently than monthly, as reasonably necessary, to maintain a good working relationship between the Parties. Each Party may change its Relationship Manager by giving the other Party reasonable notice as long as the change is implemented in a manner that does not cause any significant disruption to each Party\u2019s business operations and business relationship.\n3. FEES; PAYMENT TERMS; SHORTFALL.\n3.1 Fees; Timing of Payments: Evolent shall pay ABCO the applicable fees for the Services performed by ABCO pursuant to a Statement of Work, as follows: (a) unless the Parties otherwise agree in writing, a deposit of 50% of the total fees for the particular project shall be paid upon signing of the Statement of Work; (b) ABCO will submit an invoice to Evolent for the balance upon completion of the work; and (c) Evolent shall pay ABCO for such invoiced amount within thirty (30) days after receipt of such invoice.\n3.2 Minimum Purchase and Shortfall: Evolent agrees to pay ABCO the Minimum Purchase. If the aggregate amount of Services actually procured by Evolent from ABCO is not equal to or greater than (a) Seven Hundred Thousand Dollars ($700,000) of services for delivery on or prior to the second anniversary of the Original Effective Date or (b) inclusive of the purchase described in clause (a), the Minimum Purchase of services for delivery on or prior to the third anniversary of the Original Effective Date, Evolent shall pay ABCO the amount of the shortfall (i.e., the difference between Seven Hundred Thousand Dollars ($700,000) or the Minimum Purchase amount, as applicable, less the sum of: (a) the aggregate fees for the actual amount of Services procured; and (b) any Credits (as provided in the next sentence) (the \u201cShortfall\u201d), if any, on or before August 31, 2013 or August 31, 2014, as applicable. In the event that ABCO refuses or fails, without reasonable cause, to provide any of the Services requested by Evolent (provided the scope of the Services requested is within the scope customarily provided by ABCO), the fees that would otherwise have been applicable had ABCO agreed to provide such Services would count as a \u201cCredit\u201d. As of the date hereof, no such Credits have accrued.\n4. TERM AND RENEWAL. The initial term of this Agreement shall commence on the Effective Date and unless sooner terminated in accordance with the terms hereof, shall continue until August 31, 2016 (\u201cInitial Term\u201d). Thereafter, this Agreement shall automatically be renewed for another five-year term (\u201cRenewal Term\u201d) unless either Party elects to terminate this Agreement by providing the other Party with written notice of termination one hundred eighty (180) days prior to the expiration of the current term. (\u201cInitial Term\u201d and \u201cRenewal Term\u201d collectively, the \u201cTerm\u201d).\n5. REFERRAL FEES, SOLICITATION AND COMPETITION AND POST-CLOSING SERVICES.\n5.1 Referral Fees:\n5.1.1 During the Term, ABCO will pay Evolent a sales referral fee for any sale made by ABCO that resulted from a \u201cnet\u201d new sale from a new customer that was not already in ABCO\u2019s sales pipeline (i.e., a \u201cwarm lead\u201d) or a then-current customer of ABCO generated directly by Evolent\u2019s efforts and without any assistance from any ABCO employee or representative (including any Evolent employee that serves on the Board of Directors of ABCO), equal to 5% of the total ABCO revenue from the new customer during the initial twelve (12) months of services under the services agreement with such new customer.\n5.1.2 During the Term, Evolent will pay ABCO a sales referral fee for any sale made by Evolent that resulted from a \u201cnet\u201d new sale from a new customer that was not already in Evolent\u2019s sales pipeline (i.e., a \u201cwarm lead\u201d) or a then-current customer of Evolent generated directly by ABCO\u2019s efforts and without any assistance from any Evolent employee or representative (including any ABCO employee that serves on the Board of Directors of Evolent), in accordance with the following terms:\n(a) ABCO will receive a one-time referral fee for any \u201cemployee health\u201d diagnostic, consulting or broker services provided by Evolent to a Covered Health System, equal to the lesser of $20,000 or 5% of the total Evolent revenue from the Covered Health System during the initial twelve (12) months of services under the service agreement with such Covered Health System.\n(b) ABCO will receive $50,000 per year for three (3) years for each health system joining Evolent as an Employee Health Platform Customer. An \u201cEmployee Health Platform Customer\u201d is defined as a health system purchasing diagnostic/consulting services and ongoing medical management/health plan services (i.e., care management, HealthPlaNet care management application, and the TPA platform, etc.).\n(c) ABCO will receive $100,000 per year for three (3) years for a health system joining Evolent as a Platform Health Plan Customer. A \u201cPlatform Health Plan Customer\u201d is defined as a health system purchasing ongoing medical management services, ongoing health plan outsourcing services (i.e., TPA) and health plan management services for purposes of a licensed insurance entity with at least fifty thousand (50,000) lives (beyond the employee population).\n(d) With the exception of making the introduction (either through an email or an in-person meeting) (to generate the \u201cwarm lead\u201d), ABCO would not be expected to perform any actual duties or incur actual cost to receive a referral fee.\n(e) The annual referral fees for each referral would be capped at the lesser of (x) 5% of annual revenue generated by Evolent for the respective customer and (y) the $50,000 or $100,000 figures described above, as applicable.\n6. SOLICITATION AND COMPETITION.\n6.1 Scope:\n6.1.1 Throughout the Term, ABCO agrees not to offer any ABCO Restricted Products and Services to (a) any Evolent Clients or (b) any Evolent Top Prospects; provided, however, that ABCO shall not be restricted from making any such offer to any Evolent Top Prospect or Evolent Client with whom ABCO was, at the time such Person was identified as an Evolent Top Prospect or became an Evolent Client, engaged in an Active Sales Process. The foregoing restrictions shall not apply in the event of a Change of Control of Evolent or in the event that ABCO ceases to be a shareholder of Evolent.\n6.1.2 None of the foregoing would prohibit ABCO from:\n(a) Marketing, offering, licensing or selling versions of any of its Crimson Population Risk Management products, or the successors to any such products, provided that such products, or the successors to any such products, are not the same as or substantially similar to (i.e., includes functionality that is redundant in substantial and material respects with) HealthPlaNet as it exists as of the Effective Date.\n(b) Supporting employers with care management related best practices and research.\n(c) Offering traditional \u201cdedicated advisor\u201d support in conjunction with ABCO\u2019s traditional business intelligence offerings.\n(d) Marketing, offering, licensing or selling its employer health product.\n(e) Providing physician management consulting and other physician management services.\n6.2 Restrictions Relating to Certain ABCO Products and Services: Evolent shall not, until the earlier of (x) ABCO\u2019s ceasing to be a shareholder of Evolent or (y) the seventh (7 ) anniversary of the date of this Agreement, promote, market, provide, offer or sellth (a) unbundled software applications, software tools or other similar technologies (including, without limitation, software as a service, analytics technology or data services) (each, a \u201cTechnology Solution\u201d), (b) consulting services that are not intended to lead to or be a part of a Blueprint Services engagement, implementation contract and/or long-term services contract, or (c) any best practices membership programs or unbundled or bundled physician practice management and other physician practice management consulting services, in each case referred to in this clause (c) that are substantially similar to, or that are competitive with, ABCO\u2019s best practices membership programs or physician practice management or other physician practice management consulting services that are offered by ABCO as of the date first written above. For the avoidance of doubt, \u201cunbundled\u201d means on a stand-alone basis, instead of \u201cbundled\u201d, which contemplates that the Technology Solution is both (i) offered as part of a \u201cpackaged\u201d, integrated offering, in conjunction with other Evolent products or services that are not Technology Solutions (and not only services that constitute customary software, data and end user support-related services), such as the Exclusive TPA Services, and (ii) incidental to the provision of such other Evolent products or services. Notwithstanding any other provision hereof, the foregoing restrictions in this Section 6.2 shall survive a Change of Control of Evolent for seven (7) years from the date of this Agreement; provided, however, that prior to the seventh (7 ) anniversary of the date of thisth Agreement, the acquiring party in a Change of Control of Evolent shall be not be subject to the foregoing restrictions with respect to any Technology Solutions or consulting services, in each case, that are unrelated to the Evolent assets acquired.\n6.3 Non-Solicitation or Hiring: During the Term and for a period of eighteen (18) months thereafter, Evolent shall not solicit or hire any of ABCO\u2019s employees without ABCO\u2019s prior written consent.\n7. EXCLUSIVE RESELLER RIGHTS FOR FUTURE PRODUCTS.\nIn the event that Evolent creates a discrete or segregable product or service that can be sold to healthcare providers, Evolent shall notify ABCO in writing of such new offerings (\u201cNew Products\u201d). ABCO shall have a period of ninety (90) days (\u201cNew Products Evaluation Period\u201d) within which to conduct its evaluation and diligence with respect to providing such New Products. Evolent shall cooperate with ABCO and provide reasonable assistance and information to ABCO to enable ABCO to conduct its evaluation. Within five (5) business days after the expiration of such New Products Evaluation Period, ABCO shall notify Evolent in writing whether or not it wishes to have the right to resell such New Products. If ABCO elects to resell such New Products, Evolent and ABCO agree to negotiate in good faith on an exclusive basis for one hundred twenty (120) days the terms of a reseller agreement, under which ABCO would be the exclusive distributor (in addition to Evolent) of such New Products.\n8. CONFIDENTIALITY.\n8.1 Confidential Information: ABCO acknowledges that in connection with its rights and obligations under this Agreement it may gain access to the Confidential Information of Evolent and its customers and Affiliates. Evolent acknowledges that in connection with its rights and obligations under this Agreement, it may gain access to the Confidential Information of ABCO and its customers and Affiliates.\n8.2 Non-Disclosure: The Receiving Party may disclose the Disclosing Party\u2019s Confidential Information strictly on a need-to-know basis to only those personnel, including employees of the Receiving Party\u2019s contractors, who require access to the Disclosing Party\u2019s Confidential Information in order to perform or derive benefit from the Services or otherwise meet its obligations under this Agreement. The Receiving Party agrees: (a) to hold the Disclosing Party\u2019s Confidential Information in strict confidence, using the same degree (but no less than a reasonable degree) of care and protection that it exercises with its own Confidential Information of a similar nature; (b) not to directly or indirectly disclose or otherwise make available any Confidential Information of the Disclosing Party to a third party; and (c) not to copy or use the Disclosing Party\u2019s Confidential Information for any purpose other than as necessary to fulfill the Receiving Party\u2019s obligations or exercise its rights under this Agreement. Each Receiving Party is responsible for ensuring that its employees, agents and contractors strictly abide by the requirements of confidentiality and restrictions on use as provided in this Section 8.2 and shall be liable to the Disclosing Party for any acts or omissions of its employees, agents and independent contractors relating to the Disclosing Party\u2019s Confidential Information. The Receiving Party is allowed to disclose Confidential Information of the Disclosing Party to the extent required by Law or by the order or a court of similar judicial or administrative body with jurisdiction, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party\u2019s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure. The provisions of this Section 8 shall survive beyond the expiration or termination of this Agreement.\n8.3 Injunctive Relief: The Parties acknowledge and agree that monetary damages may be inadequate to compensate for a breach of the provisions contained in this Section 8 or other confidentiality provisions of this Agreement. In the event of such breach, the injured Party shall be entitled to seek injunctive relief (without the need to post bond) and any and all other remedies available at Law or in equity. This Section 8.3 in no way limits the liability or damages that may be assessed against a Party in the event of a breach by the other Party of any of the provisions of this Section 8.\n8.4 Residuals: Notwithstanding anything in this Section 8 to the contrary, subject to any applicable statutory intellectual property rights applicable to patents, trademarks or copyrights, either Party may use \u201cResiduals\u201d for any purpose, including without limitation, for use in development, manufacture, promotion, sale and maintenance of its products and services; provided, however, that this right to Residuals does not represent a license under any patents, copyrights or trademarks of the Disclosing Party. The term \u201cResiduals\u201d means any information that is retained in the unaided memories of the Receiving Party\u2019s employees who have had access to the Disclosing Party\u2019s Confidential Information pursuant to the terms of this Agreement.\n9. WARRANTIES.\n9.1 Authority/No Conflict: ABCO represents and warrants that (a) it has the power and authority to enter into and perform its obligations under this Agreement without conflict with, default under, or violation of any Law, regulation, or agreement binding upon it, and (b) this Agreement has been duly authorized by all necessary organizational action, and duly and validly executed and delivered by it, and constitutes its legally valid and binding obligation, enforceable in accordance with its terms.\n9.2 Services: ABCO represents, warrants and covenants that the Services provided under this Agreement will be performed in a professional and workmanlike manner.\n9.3 Compliance with Laws/Approvals: Each of ABCO and Evolent shall comply in all material respects with all Laws and regulations applicable to ABCO or Evolent, as applicable, in performing its obligations under this Agreement. To the extent applicable, ABCO shall be responsible for obtaining all necessary permits, licenses, and consents, including governmental approvals, required of ABCO and its contractors in connection with the performance of its obligations under this Agreement, and Evolent shall be responsible for obtaining all necessary permits, licenses, and consents, including governmental approvals, required of Evolent and its contractors in connection with the performance of its obligations under this Agreement.\n9.4 Limitations of Warranty: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ABCO MAKES NO OTHER WARRANTY OR REPRESENTATION, ORAL, WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION, THEIR QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED OR ERROR-FREE OPERATION OR OTHERWISE HEREUNDER. The disclaimer of warranties and limitations set forth in this Agreement constitute an essential part of this Agreement.\n10. INDEMNIFICATION.\n10.1 IP Indemnification: ABCO shall defend, indemnify and hold harmless Evolent and its Affiliates (other than ABCO), customers, and their respective officers, directors and employees from and against any Losses resulting from a claim that the Services provided by ABCO under this Agreement infringes or misappropriates a third party\u2019s intellectual property rights. ABCO shall also use commercially reasonable efforts to modify the allegedly infringing Services to make it non-infringing, procure a license from the third party claiming infringement to permit Evolent to continue to use the Services, or provide Evolent with functionally equivalent and non-infringing Services. THIS SECTION 10.1 SETS FORTH ABCO\u2019S SOLE AND EXCLUSIVE LIABILITY, AND EVOLENT\u2019S SOLE AND EXCLUSIVE REMEDY, FOR ALLEGATIONS OR CLAIMS OF INFRINGEMENT OF THIRD PARTY RIGHTS OF ANY KIND ASSERTED AGAINST EVOLENT, ITS AFFILIATES (OTHER THAN ABCO), CUSTOMERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES. ABCO shall not be obligated to indemnify Evolent, its Affiliates, customers, and their respective officers, directors and employees for infringement or misappropriation claims to the extent such claims arise out of use by Evolent or its customers of any of the Services in a manner other than as contemplated by the Parties under this Agreement.\n10.2 ABCO\u2019s Indemnification: ABCO hereby agrees to indemnify, defend, and hold Evolent and its Affiliates (other than ABCO), and all of their respective directors, officers, members, managers, partners, employees, agents, successors and assigns, harmless from and against any Losses arising from or related to: (a) the material breach of this Agreement, including any or all SOWs, by ABCO or its personnel (including contractors); (b) breach of any of ABCO\u2019s representations, warranties, and covenants in this Agreement; or (c) negligence or willful misconduct by ABCO or its personnel (including contractors).\n10.3 Evolent\u2019s Indemnification: Evolent hereby agrees to indemnify, defend, and hold ABCO and its Affiliates (other than Evolent), and all of their respective directors, officers, members, managers, partners, employees, agents, successors and assigns, harmless from and against any Losses arising from or related to: (a) the material breach of this Agreement, including any or all SOWS, by Evolent or its personnel (including contractors); (b) breach of any of Evolent\u2019s representations, warranties and covenants in this Agreement; or (c) negligence or willful misconduct by Evolent or its personnel (including contractors).\n10.4 Indemnification Procedure:\n10.4.1 Notice of Claim. Any Party seeking indemnification hereunder (the \u201cIndemnitee\u201d) shall notify the Party liable for such indemnification (the \u201cIndemnitor\u201d) in writing of any event, omission or occurrence that the Indemnitee has determined has given or could give rise to Losses that are indemnifiable hereunder (such written notice being hereinafter referred to as a \u201cNotice of Claims\u201d). Such Notice of Claims shall be given promptly after the Indemnitee becomes aware of its own claim or that of a third party; provided that the failure of any Indemnitee to give notice as provided in this Section 10.4.1 shall not relieve the Indemnitor of its obligations under this Section 10. A Notice of Claims shall specify in reasonable detail the nature and any particulars of the event, omission, or occurrence giving rise to a right of indemnification. The Indemnitor shall satisfy its obligations hereunder, as the case may be, within thirty (30) days of its receipt of a Notice of Claims.\n10.4.2 Process. With respect to any third party claim, demand, suit, action, or proceeding that is the subject of a Notice of Claim, the Indemnitor shall, in good faith and at its own expense, defend, contest, or otherwise protect against any such claim, demand, suit, action, or proceeding with legal counsel of its own selection (and reasonably acceptable to the Indemnitee). The Indemnitee shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross claims or counterclaims it may have. So long as the Indemnitor is defending in good faith any such third party claim, demand, suit, action or proceeding, the Indemnitee shall at all times cooperate, at its own expense, in all reasonable ways with, make its relevant files and records available for inspection and copying by, and make its employees available or otherwise render reasonable assistance to, the Indemnitor. In the event that the Indemnitor fails to timely defend, contest or otherwise protect against any such third party claim, demand, suit, action, or proceeding, the Indemnitee shall have the right, but not the obligation, to defend, contest, assert cross claims or counterclaims, or otherwise protect against, the same and may make any compromise or settlement thereof and be entitled to all amounts paid as a result of such third party claim, demand, suit, or action or any compromise or settlement thereof. The Indemnitor will not consent to the entry of any judgment or enter into any settlement with respect to any such third party claim, demand, suit, action or proceeding without the prior written consent of the Indemnitee, which will not be unreasonably withheld, and provided that no settlement shall require the Indemnitee to admit liability, or perform or become subject to additional obligations thereunder.\n11. LIMITS OF LIABILITY. EXCEPT WITH RESPECT TO OR BREACH BY EITHER PARTY OF THE OTHER PARTY\u2019S CONFIDENTIAL INFORMATION UNDER SECTION 8,\nNEITHER EVOLENT NOR ABCO SHALL BE LIABLE FOR, NOR WILL THE MEASURE OF DAMAGES INCLUDE, ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR AMOUNTS INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF INCOME, PROFITS, OR SAVINGS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR RELATING TO ITS PERFORMANCE UNDER THIS AGREEMENT UNDER ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY\u2019S LIABILITY EXCEED THE AMOUNT OF REVENUE ACTUALLY RECEIVED BY ABCO IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.\n12. TERMINATION.\n12.1 Termination for Cause: Either Party shall have the right to terminate this Agreement in the event the other Party materially violates a material provision of this Agreement and such violation is not cured or cannot be cured within thirty (30) days after written notice of such material violation.\n12.2 Survival: The rights and obligations contained in Sections 1, 5 (with respect to Evolent\u2019s payment obligations that may extend beyond the Term), 6.2, 6.3, 8, 9.4, 10, 11, 12.2, 13 and 14 shall survive any termination or expiration of this Agreement.\n13. ESCALATION; DISPUTE RESOLUTION. Subject to the terms of Section 13.5, the procedures of this Section 13 will control the resolution of any and all disputes between the Parties including, without limitation, any dispute relating to disputed monies owing or breach of warranty (each, a \u201cDispute\u201d). The Parties will seek to resolve each Dispute as follows:\n13.1 First Level Performance Review: Each Party\u2019s Relationship Manager will meet as often as will reasonably be required by either Party to review the performance of either Party under this Agreement and to resolve the Dispute. If these representatives are unable to resolve the Dispute within ten (10) business days after the initial request for a meeting, then the Parties will submit the Dispute to an executive level performance review as provided in Section 13.2 below.\n13.2 Executive Level Performance Review: Face-to-face negotiations will be conducted by a senior executive officer of each Party (or such other executive as a Party may designate). If these representatives are unable to resolve the Dispute within five (5) business days after the Parties have commenced negotiations or ten (10) business days have passed since the initial request for a meeting at this level, then the Parties may jointly engage the services of a third-party mediator.\n13.3 Arbitration: If the Parties are unable to resolve the Dispute through the alternative mechanisms described above, the Parties shall submit the Dispute for resolution through binding arbitration, except as otherwise provided in Section 13.5. The Parties agree and consent to such arbitration proceeding taking place in Wilmington, Delaware, and in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except that discovery may be had in accordance with the Federal Rules of Civil Procedure. The Parties shall be permitted at least six (6) months from the date of the filing of the Arbitration Demand to conduct discovery. The arbitration proceedings shall be conducted by a panel of three (3) impartial arbitrators, with each Party selecting one (1) of the impartial arbitrators and those two (2) arbitrators then selecting the third impartial arbitrator, all such selections to be made through the procedures of the American Arbitration Association. At least one (1) arbitrator must be an attorney licensed under the Laws of Pennsylvania and at least one (1) arbitrator (may be the same Person as the Pennsylvania attorney) must have direct and substantial experience in the industry pertinent to the subject matter of the Dispute. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof; provided, however, in rendering its decision, the arbitrators shall be bound by the Laws of the Commonwealth of Pennsylvania (without regard to its conflicts of laws provisions) and by the terms and conditions of this Agreement setting forth the rights and responsibilities of the Parties. The decision of the arbitration panel shall be accompanied by a written opinion setting forth the factual and legal bases for the award. The arbitrators shall issue such written decision within thirty (30) days of the conclusion of the arbitration hearing. The arbitrators appointed hereunder shall not have the power to award punitive damages. Service of a petition to confirm the arbitration award may be made by United States mail, postage prepaid, or by any regularly conducted commercial express mail service, to the attorney for the Party or, if not so represented, to the Party at the address set forth herein, or to the Party\u2019s last known business address. The prevailing Party in any action related to or arising under this Agreement shall be entitled to reasonable attorneys\u2019 fees and costs.\n13.3.1 For any Dispute in which the amount in controversy is at least One Million Dollars ($1,000,000), the following additional procedures apply:\n(a) a certified court reporter shall transcribe the arbitration hearings; The Parties initially split the cost of the reporter, but such costs shall ultimately be awarded to the Party prevailing in the arbitration proceeding; and\n(b) either Party may take an appeal from the final decision by making a written demand within twenty (20) days of the award.\n13.3.2 Any such appeal shall be conducted as follows:\n(a) such appeals are limited to issues of Law (i.e., the original award (1) contains material errors of Law such that the original award is not founded on any appropriate legal basis; (2) is based on factual findings clearly unsupported by the record; or (3) is subject to one or more grounds set forth in Section 10 of the Federal Arbitration Act or 42 Pa. C.S.A. \u00a77341 for vacating an award);\n(b) the Person hearing the appeal shall be a former federal judge mutually agreed to by the Parties or selected through the procedures of the American Arbitration Association. The former judge shall act as the appellate arbitrator;\n(c) the submissions on appeal are limited to (1) the record of the arbitration, (2) a 30-page brief by the appellant, (3) a 30-page brief by the appellee and (4) a 10-page response by the appellant. The appellate arbitrator will set the dates for submission of the briefs. Oral argument may be heard at the discretion of the appellate arbitrator;\n(d) the appellate arbitrator shall render a written decision within sixty (60) days of the final submission;\n(e) during the pendency of the arbitration appeal, the Parties agree to suspend any running of the time to seek enforcement of the original award. The Parties also agree to waive any appeal to state or federal courts based on the grounds set forth in Section 10 of the Federal Arbitration Act for vacating an award and 42 Pa. C.S.A. \u00a7 7341;\n(f) the appellate arbitrator must award costs and attorneys\u2019 fees to the prevailing Party; and\n(g) the decision of the appellate arbitrator shall be final.\n13.4 Continued Performance: Each Party acknowledges that the timely and complete performance of its obligations pursuant to this Agreement is critical to the business and operations of the other Party. Accordingly, in the event of a Dispute, each Party shall continue to so perform all of its obligations under this Agreement, in good faith during the resolution of such Dispute unless and until (a) authority to stop doing so is granted or conferred by a court of competent jurisdiction or (b) this Agreement is terminated in accordance with the provisions hereof.\n13.5 Equitable Relief: Notwithstanding anything contained in this Agreement to the contrary, the Parties will be entitled to seek injunctive relief, specific performance or other equitable relief whenever the facts or circumstances would permit a Party to seek equitable relief in a court of competent jurisdiction. Without limiting the generality of the foregoing, (a) Evolent agrees that there would be irreparable harm to ABCO in the event of any such breach by Evolent of Section 6.2 and ABCO shall be entitled to (i) injunctive relief to prevent breaches of Section 6.2, (ii) specific performance of this Agreement, and (iii) any other remedies provided by Law or equity, including without limitation an award for damages, and (b) ABCO agrees that there would be irreparable harm to Evolent in the event of any such breach by ABCO of Section 6.1.1, and Evolent shall be entitled to (i) injunctive relief to prevent breaches of Section 6.1.1, (ii) specific performance of this Agreement, and (iii) any other remedies provided by Law or equity, including without limitation an award for damages.\n14. MISCELLANEOUS PROVISIONS.\n14.1 Good Faith and Mutual Agreement: Unless otherwise expressly stated in such provision, if a provision in this Agreement calls for the consent of a Party or the mutual agreement of the Parties, the Parties agree that each will act in good faith, will not unreasonably withhold their consent and that deference shall be given to the other Party\u2019s reasonable business requirements, and the requirements of the Parties\u2019 respective regulators and internal controls procedures.\n14.2 Independent Contractor: The relationship of ABCO to Evolent shall at all times be that of an independent contractor. Nothing in this Agreement shall be construed to create any partnership, association, joint venture, or employment between the Parties. Each Party shall have the sole and exclusive control over the labor and employee relations policies and policies relating to wages, hours, working conditions, benefits, or other conditions of its personnel and shall be responsible and liable for the acts and omissions of its employees, agents and contractors.\n14.3 Assignability: Evolent has entered into this Agreement because of the expertise of ABCO, and ABCO understands that the obligations of ABCO are personal to ABCO and may not be assigned to any other company, partnership or individual without the express written consent of Evolent; provided, however, that no consent shall be required if an assignment is made in connection with a sale of all or substantially all of ABCO\u2019s assets or stock, or in connection with a merger or Change of Control. Evolent may assign this Agreement (including the licenses granted pursuant to this Agreement) to any Affiliate of Evolent as part of an internal reorganization or in connection with a sale of substantially all of its assets or stock, or in connection with a merger or Change of Control.\n14.4 Governing Law and Jurisdiction: This Agreement shall be governed by and construed and enforced in accordance with the Laws of the Commonwealth of Pennsylvania, without regard to that state or any other state\u2019s conflicts of law rules. Each Party irrevocably consents to the personal jurisdiction of the state and federal courts located in Wilmington, Delaware for any suit or action arising from or related to this Agreement.\n14.5 Force Majeure: Neither Party shall be deemed in default of this Agreement to the extent that performance of their obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, or any other cause beyond the control of such Party, provided that such Party gives the other Party written notice thereof promptly and, in any event, within fifteen (15) days of discovery thereof, and uses its commercially reasonable efforts to cure any such breach.\n14.6 Entire Agreement: This Agreement and its exhibits, schedules, and attachments constitute the entire understanding between the Parties with respect to the subject matter hereof and supersede all prior written or oral representations with respect to the subject matter hereof. This Agreement may not be modified, amended, or otherwise changed in any manner except by a written instrument executed by the Party against whom enforcement is sought.\n14.7 Cumulative Remedies: Except as expressly provided in this Agreement, (a) remedies for breach are cumulative and may be exercised separately or concurrently, (b) the exercise of one remedy is not an election of that remedy to the exclusion of others, and (c) the provision for any remedy in this Agreement shall not affect remedies otherwise available at Law or in equity.\n14.8 No Third Party Beneficiaries: The Parties do not intend that this Agreement creates any right or cause of action in or on behalf of any Person other than Evolent and ABCO.\n14.9 Headings: Section headings have been included in this Agreement merely for convenience of reference. They are not to be considered part of, or to be used in interpreting this Agreement.\n14.10 Binding Effect: The covenants and conditions contained herein will apply to and bind the successors, representatives, and permitted assigns of the Parties.\n14.11 Expenses: Each Party shall be responsible for its own legal, accounting and other transaction costs relating to the transactions contemplated in this Agreement.\n14.12 Notices: All notices required to be given hereunder shall be in writing and given hereunder, as elected by the Party giving notice, as follows: (a) by personal delivery, (b) sent by overnight courier with confirmation of receipt, or (c) dispatched by certified or registered mail, return receipt requested, postage prepaid, addressed to the Parties as follows.\n If to Evolent: Evolent, Inc.\n800 N. Glebe Road, Suite 500\nArlington, VA 22203\nAttention: President\nMorgan Lewis & Bockius, LLP\n225 Franklin Street\nBoston, MA 02110\nAttention: Mark B. Stein, Esq.\nFax No.: (617) 341-7701\n If to ABCO: The Advisory Board Company\n2445 M St. NW\nWashington, DC 20037\nAttention: General Counsel\nNotice shall be deemed given (a) on the date of receipt if delivered personally; (b) on the business day following delivery of such notice to the overnight courier; or (c) three (3) business days after deposit in the mail in accordance with the foregoing. Either Party may change the address to which to send notices by notifying the other Party of such change of address in writing in accordance with the foregoing.\n14.13 Press Releases: No press releases or other public announcements concerning the transactions contemplated by this Agreement shall be made by ABCO or Evolent without the prior written consent of both Parties; provided, however, that nothing herein shall prevent a Party from supplying such information or making statements as required by governmental authority or in order for a Party to satisfy its legal obligations (prompt notice of which shall in any such case be given to the other Party).\n14.14 Severability: Any terms or provisions of this Agreement that shall prove to be invalid, void or illegal shall in no way affect, impair, or invalidate any other term or provision herein and such remaining terms and provisions shall remain in full force and effect provided that its general purposes are still reasonably capable of being effected. All such terms or provisions which are determined by a court of competent jurisdiction or other dispute resolution proceeding to be invalid, void or illegal shall be construed and limited so as to allow the maximum effect permissible by Law.\n14.15 Waiver: The waiver by either Party to this Agreement of any one or more defaults, if any, on the part of the other, shall not be construed to operate as a waiver of any other or future defaults under the same or different terms, conditions or covenants contained in this Agreement.\nIN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the date first written above.\nTHE ADVISORY BOARD COMPANY EVOLENT HEALTH, INC.\n /s/ Evan Farber\nBy: Evan Farber By:\nIts: General Counsel Its:\n[Signature Page to Amended and Restated Services, Reseller and Non-Competition Agreement]\nIN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the date first written above.\nTHE ADVISORY BOARD COMPANY EVOLENT HEALTH, 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(\u201cAlliqua\u201d), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua (\u201cParent\u201d and together with Alliqua, the \u201cAlliqua Entities\u201d), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent, and Soluble Systems, LLC, a Virginia limited liability company (the \u201cCompany\u201d), have entered into that certain Contribution Agreement and Plan of Merger, dated as of October 5, 2016 (the \u201cContribution and Merger Agreement\u201d);\nWHEREAS, [\u25cf] (the \u201cRestricted Party\u201d) acknowledges that a material aspect of the Alliqua Entities\u2019 decision to enter into the Contribution and Merger Agreement is the value and maintenance of the reputation and goodwill of the Company;\nWHEREAS, as a material inducement to the Alliqua Entities to enter into the Contribution and Merger Agreement and consummate the transactions contemplated thereby, the Company has agreed that the Restricted Party shall execute this Agreement; and WHEREAS, the Contribution and Merger Agreement contemplates that the Restricted Party shall execute this Agreement;\nNOW, THEREFORE, in consideration of the recitals and the covenants, representations, warranties, conditions and agreement hereinafter expressed, the Alliqua Entities and the Restricted Party agree as follows:\n1. Effective Date. Subject to the Closing of the transactions contemplated by the Contribution and Merger Agreement, this Agreement shall be effective as of and on the Closing Date (the \u201cEffective Date\u201d).\n2. Definitions. For all purposes under this Agreement, the following terms shall have the meaning set forth below. Any terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Contribution and Merger Agreement:\n(a) \u201cConfidential Information\u201d includes any trade secrets or confidential or proprietary information of the Company, its Affiliates, and its and their respective predecessors and successors, including, but not limited to, the following: methods of operation, products, inventions, services, processes, equipment, know-how, technology, technical data, policies, strategies, designs, formulas, developmental or experimental work, improvements, discoveries, research, plans for research or future products and services, database schemas or tables, software, development tools or techniques, training procedures, training techniques, training manuals, business information, marketing and sales methods, plans and strategies, competitors, markets, market surveys, techniques, production processes, infrastructure, business plans, distribution and installation plans, processes and strategies, methodologies, budgets, financial data and information, customer and client information, prices and costs, fees, customer and client lists and profiles, employee, customer and client nonpublic personal information, supplier lists, business records, product construction, product specifications, audit processes, pricing strategies, business strategies, marketing and promotional practices, management methods and information, plans, reports, recommendations and conclusions, information regarding the skills and compensation of employees and contractors, and other business information disclosed to the Restricted Party by the Company, either directly or indirectly, in writing, orally, or by drawings or observation. \u201cConfidential Information\u201d does not include, and there shall be no obligation hereunder with respect to, information that: (i) is generally available to the public on the date of this Agreement; (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder, (iii) was available, or becomes available, to the Restricted Party from a source other than the Alliqua Entities or its Representatives, provided that such source, to the Restricted Party\u2019s actual knowledge after reasonable inquiry, was lawfully permitted to disclose such information; or (iv) has been independently acquired or developed by the Restricted Party without violating any of the Restricted Party\u2019s obligations under this Agreement or otherwise owed to the Alliqua Entities or its Representatives.\n(b) \u201cRestricted Business\u201d shall mean the business of providing a skin substitute for chronic wound care.\n(c) \u201cRestricted Period\u201d shall mean a period commencing from the Effective Date until the two (2)-year anniversary of the Effective Date.\n3. Acknowledgement.\n(a) This Agreement is entered into in connection with the transactions contemplated by the Contribution and Merger Agreement. The parties acknowledge that it would be detrimental to the Alliqua Entities if the Restricted Party were to compete with the Alliqua Entities any time during the Restricted Period or to solicit customers, clients, employees or contractors of the Company or Alliqua Entities at any time during the Restricted Period.\n(b) The Restricted Party recognizes that the covenants set forth herein are an essential part of the transactions contemplated by the Contribution and Merger Agreement and that but for the agreement of the Restricted Party to comply with such covenants, the Alliqua Entities would not enter into the Contribution and Merger Agreement. The Restricted Party acknowledges and agrees that the covenants set forth herein are necessary to protect the legitimate business interests of the Alliqua Entities acquired pursuant to the Contribution and Merger Agreement. In addition, the Restricted Party acknowledges that the consideration paid pursuant to the terms of the Contribution and Merger Agreement is paid in part as consideration for customer and client contacts, marketplace reputation and goodwill developed by the Restricted Party for the Company and the covenants set forth herein are necessary for the Alliqua Entities to receive the full benefit of the Contribution and Merger Agreement.\n(c) The Restricted Party hereby acknowledges the broad territorial scope of the covenants contained in this Agreement, but acknowledges and agrees that the restrictions are reasonable and enforceable in view of, among other things, (i) the narrow range of activities prohibited, (ii) the Company\u2019s products and services are marketed on a wide geographic scope, (iii) the Confidential Information of the Company to which the Restricted Party had, has or will have access, (iv) the fact that a business that competes with Alliqua Entities could greatly benefit if it were to obtain the Confidential Information of the Company, (v) the Alliqua Entities acquisition of the Company Intellectual Property and goodwill of the Company pursuant to the transactions contemplated by the Contribution and Merger Agreement, (vi) the fact that the Restricted Party would have an unfair competitive advantage if the Restricted Party were allowed to engage in the competitive activities prohibited by this Agreement in light of the Confidential Information and/or goodwill that the Restricted Party has acquired, and (vii) the provisions of this Agreement are reasonable and necessary to protect and preserve the Alliqua Entities\u2019 interests in and right to use and operate the Company\u2019s business from and after Closing.\n4. Non-Disclosure. The Restricted Party agrees not to dispute, contest, or deny any ownership rights of the Alliqua Entities of the Confidential Information or the Company Intellectual Property. The Restricted Party agrees to preserve and protect the confidentiality of all Confidential Information. The Restricted Party shall not directly or indirectly, disclose to any unauthorized person or use for the Restricted Party\u2019s own account any Confidential Information. The Restricted Party shall hold all Confidential Information in the strictest confidence, and take all commercially reasonable precautions to prevent its inadvertent disclosure to any unauthorized person. The Restricted Party shall not, directly or indirectly, other than on behalf of the Alliqua Entities, utilize, disclose or make available to any other person or entity, any of the Confidential Information. Notwithstanding anything herein to the contrary, the covenants in this Section 4 shall not apply to Confidential Information that the Restricted Party is required to disclose by applicable Law, after providing written notice to the Alliqua Entities before producing the information, which notice shall be given as soon as practicable, so that the Alliqua Entities, at their sole expense, may seek a protective order or other appropriate remedy.\n5. Non-Competition and Non-Solicitation. In exchange for the consideration contemplated under the Contribution and Merger Agreement and the consummation of the other transactions contemplated by the Contribution and Merger Agreement:\n(a) During the Restricted Period, the Restricted Party shall not, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, engage in the Restricted Business, other than on behalf of the Alliqua Entities; provided, that the restrictions contained in this Section 5(a) shall not restrict the acquisition by the Restricted Party, directly or indirectly, of less than 5% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business.\n(b) During the Restricted Period, the Restricted Party shall not, directly or indirectly, solicit, induce, recruit or encourage anyone who is a consultant or employee of the Company or the Alliqua Entities to terminate his or her employment or consulting relationship with the Company or the Alliqua Entities, or without the consent of the Alliqua Entities, hire, retain or engage any such person for the Restricted Party or for another Person or entity. Notwithstanding anything herein to the contrary, nothing in this Section 5(b) shall prevent the Restricted Party or any of its Affiliates from hiring, soliciting, inducing, recruiting or encouraging (i) any employee or consultant whose employment or consultancy has been terminated by the Company or the Alliqua Entities; or (ii) twelve (12) months after the date of termination of employment, any employee or consultant whose employment has been terminated by the employee or the consultant.\n(c) During the Restricted Period, the Restricted Party shall not, directly or indirectly: (i) solicit business from, interfere with, attempt to solicit business from, interfere with, or do business with any actual or prospective customer or client with whom the Company or the Alliqua Entities does or has done business (including direct purchasers of the Company\u2019s TheraSkin\u00ae product), in any case for the purpose of discussing or securing business or contracts related to the Restricted Business, or (ii) attempt to influence, encourage, persuade or induce any such actual or prospective customer or client whom the Company or the Alliqua Entities does or has done business to reduce the extent of its business dealings with the Alliqua Entities (including direct purchasers of the Company\u2019s TheraSkin\u00ae product).\n(d) The Restricted Party shall not, and shall cause any Affiliates not to, disparage or initiate negative publicity about the Company, the Alliqua Entities, or any of their respective employees, agents, business, policies, products, or services.\n(e) If the Restricted Party violates any of the restrictions contained in this Article 5, the Restricted Period shall be suspended and shall not run in favor of the Restricted Party from the time of commencement of any violation until the time when the Restricted Party ceases the violation.\n6. Remedies. The Restricted Party acknowledges that the restrictions contained herein, in view of the nature of the Company\u2019s business and the businesses of the Alliqua Entities, are reasonable and necessary to protect their legitimate business interests, business goodwill and reputation, and that any violation of these restrictions would result in irreparable injury and continuing damage to them, and that money damages would not be a sufficient remedy for any such breach or threatened breach. Therefore, the Restricted Party agrees that the Alliqua Entities shall be entitled to seek a temporary restraining order and injunctive relief restraining the Restricted Party from the commission of any breach or threatened breach of any covenants herein, without the necessity of establishing irreparable harm or the posting of a bond, and to recover from the Restricted Party damages incurred, as well as the attorneys\u2019 fees, costs and expenses related to any breach or threatened breach of this Agreement and enforcement of this Agreement. Nothing contained in this Agreement shall be construed as prohibiting the Alliqua Entities from pursuing any other remedies available to them for any breach or threatened breach, including, without limitation, the recovery of money damages, attorneys\u2019 fees, and costs. The existence of any claim or cause of action by the Restricted Party, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the restrictive covenants contained herein, or preclude injunctive relief.\n7. Assignment; Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. The Restricted Party may not assign this Agreement to a third party. The Alliqua Entities may assign their rights, together with their obligations hereunder, to any Affiliates and/or subsidiary or any successor thereto or any purchaser of substantially all of their assets.\n8. Reformation. The Restricted Party agrees that in the event any of the covenants contained herein shall be held by any court to be effective in any particular area or jurisdiction only if said covenant is modified to limit its duration or scope, then the court shall have such authority to so reform the covenant and the parties hereto shall consider such covenant(s) and/or other provisions to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court and, as to all other jurisdictions, the covenants contained herein shall remain in full force and effect as originally written.\n9. Partial Invalidity. In the event any court of competent jurisdiction holds any provision of this Agreement to be invalid or unenforceable, such invalid or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required, and the remaining provisions shall not be affected or invalidated and shall remain in full force and effect.\n10. Waiver. The rights and remedies of the parties to this Agreement are cumulative and without prejudice to any other rights or remedies under applicable law. Neither the failure nor any delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable, except in the specific instance for which it is given; and (c) no notice or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement.\n11. Entire Agreement. This Agreement, together with the Contribution and Merger Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof, and fully supersedes all prior and contemporaneous negotiations, promises, understandings, representations, writings, discussions and/or agreements between the parties, whether written or oral, pertaining to or concerning the subject matter of this Agreement. No oral statements or other prior written material not specifically incorporated into this Agreement shall be of any force or effect, and no changes in or additions to this Agreement shall be recognized, unless incorporated into this Agreement by written amendment, such amendment to become effective on the date stipulated in it. Any amendment to this Agreement must be signed by all parties to this Agreement.\n12. Controlling Law and Venue. This Agreement shall be governed by and construed under the laws of the Commonwealth of Virginia. Venue of any litigation arising from this Agreement shall be in the United States District Court for the Eastern District of Virginia, or a state court of competent jurisdiction in Newport News, Virginia. The Restricted Party consents to personal jurisdiction of the United States District Court for the Eastern District of Virginia, or a state court of competent jurisdiction in Newport News, Virginia for any dispute relating to or arising out of this Agreement, and the Restricted Party agrees that the Restricted Party shall not challenge personal or subject matter jurisdiction in such courts.\n13. Counterparts. This Agreement may be executed by the parties in multiple counterparts, whether or not all signatories appear on these counterparts (including via electronic signatures and exchange of PDF documents via email), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.\n{Remainder of Page Intentionally Left Blank}\nIN WITNESS WHEREOF, the parties have executed this Agreement, effective as of the Effective Date and subject to the consummation of the transactions contemplated by the Contribution and Merger Agreement.\nTHE RESTRICTED PARTY: Signature:\nPrinted Name:\nDate:\nTHE COMPANIES: ALLIQUA HOLDINGS, INC\nSignature:\nName:\nTitle:\nDate:\nALLIQUA BIOMEDICAL, INC.\nSignature:\nName:\nTitle:\nDate:\nSignature Page to Non-Competition and Non-Solicitation Agreement\n", "spans": [ [ 0, 12 ], [ 13, 38 ], [ 39, 549 ], [ 550, 785 ], [ 786, 1148 ], [ 1149, 1357 ], [ 1358, 1377 ], [ 1377, 1562 ], [ 1563, 1579 ], [ 1579, 1678 ], [ 1678, 1819 ], [ 1820, 3426 ], [ 3426, 3549 ], [ 3549, 3621 ], [ 3621, 3744 ], [ 3744, 4033 ], [ 4033, 4253 ], [ 4254, 4358 ], [ 4359, 4495 ], [ 4496, 4515 ], [ 4516, 4642 ], [ 4642, 4958 ], [ 4959, 5294 ], [ 5294, 5518 ], [ 5518, 5952 ], [ 5953, 6185 ], [ 6185, 6232 ], [ 6232, 6314 ], [ 6314, 6424 ], [ 6424, 6578 ], [ 6578, 6764 ], [ 6764, 7054 ], [ 7054, 7256 ], [ 7257, 7276 ], [ 7276, 7452 ], [ 7452, 7557 ], [ 7557, 7724 ], [ 7724, 7929 ], [ 7929, 8135 ], [ 8135, 8579 ], [ 8580, 8621 ], [ 8621, 8813 ], [ 8814, 9568 ], [ 9569, 10024 ], [ 10024, 10223 ], [ 10223, 10349 ], [ 10349, 10516 ], [ 10517, 10607 ], [ 10607, 11019 ], [ 11019, 11331 ], [ 11332, 11577 ], [ 11578, 11869 ], [ 11870, 11883 ], [ 11883, 12369 ], [ 12369, 12912 ], [ 12912, 13181 ], [ 13181, 13430 ], [ 13431, 13465 ], [ 13465, 13611 ], [ 13611, 13680 ], [ 13680, 13884 ], [ 13885, 13901 ], [ 13901, 14535 ], [ 14536, 14559 ], [ 14559, 14908 ], [ 14909, 14921 ], [ 14921, 15069 ], [ 15069, 15447 ], [ 15447, 15498 ], [ 15498, 15698 ], [ 15698, 15820 ], [ 15820, 16055 ], [ 16056, 16078 ], [ 16078, 16503 ], [ 16503, 16834 ], [ 16834, 16914 ], [ 16915, 16946 ], [ 16946, 17044 ], [ 17044, 17249 ], [ 17249, 17642 ], [ 17643, 17661 ], [ 17661, 17986 ], [ 17987, 18031 ], [ 18032, 18235 ], [ 18236, 18268 ], [ 18269, 18282 ], [ 18283, 18288 ], [ 18289, 18325 ], [ 18326, 18336 ], [ 18337, 18342 ], [ 18343, 18349 ], [ 18350, 18355 ], [ 18356, 18380 ], [ 18381, 18391 ], [ 18392, 18397 ], [ 18398, 18404 ], [ 18405, 18410 ], [ 18411, 18475 ] ], "annotation_sets": [ { "annotations": { "nda-11": { "choice": "NotMentioned", "spans": [] }, "nda-16": { "choice": "NotMentioned", "spans": [] }, "nda-15": { "choice": "Entailment", "spans": [ 34 ] }, "nda-10": { "choice": "NotMentioned", "spans": [] }, "nda-2": { "choice": "Contradiction", "spans": [ 11 ] }, "nda-1": { "choice": "NotMentioned", "spans": [] }, "nda-19": { "choice": "NotMentioned", "spans": [] }, "nda-12": { "choice": "Entailment", "spans": [ 12, 16 ] }, "nda-20": { "choice": "NotMentioned", "spans": [] }, "nda-3": { "choice": "Entailment", "spans": [ 11 ] }, "nda-18": { "choice": "Entailment", "spans": [ 43 ] }, "nda-7": { "choice": "Contradiction", "spans": [ 38 ] }, "nda-17": { "choice": "NotMentioned", "spans": [] }, "nda-8": { "choice": "Entailment", "spans": [ 39 ] }, "nda-13": { "choice": "Entailment", "spans": [ 12, 16 ] }, "nda-5": { "choice": "Contradiction", "spans": [ 38 ] }, "nda-4": { "choice": "Entailment", "spans": [ 36, 38 ] } } } ], "document_type": "sec-html", "url": "https://www.sec.gov/Archives/edgar/data/0001689602/000114420416140940/v455386_ex10-3.htm" }, { "id": 624, "file_name": "1693664_0001193125-18-171470_d426098dex99d3.htm", "text": "Exhibit (d)(3)\nNON-DISCLOSURE AGREEMENT\nThis NON-DISCLOSURE AGREEMENT (\u201cAgreement\u201d) is being entered into as of March 19, 2018 between ARMO Biosciences, Inc., a Delaware corporation (\u201cSeller\u201d), and Eli Lilly and Company, an Indiana corporation (\u201cBuyer\u201d and with Seller referred to collectively as the \u201cParties\u201d and individually as a \u201cParty\u201d).\nIn order to facilitate the consideration and negotiation of a possible negotiated transaction involving Buyer\u2019s acquisition of all of the equity interests in Seller (a \u201cTransaction\u201d), each Party has either requested or may request access to certain non-public information regarding the other Party and the other Party\u2019s subsidiaries. (Each Party, in its capacity as a provider of information, is referred to in this Agreement as the \u201cProvider\u201d; and each Party, in its capacity as a recipient of information, is referred to in this Agreement as the \u201cRecipient\u201d.) This Agreement sets forth the Parties\u2019 obligations regarding the use and disclosure of such information and regarding various related matters.\nThe Parties, intending to be legally bound, acknowledge and agree as follows:\n1. Limitations on Use and Disclosure of Confidential Information. Neither the Recipient nor any of the Recipient\u2019s Representatives (as defined in Section 13 below) will, at any time, directly or indirectly:\n(a) make use of any of the Provider\u2019s Confidential Information (as defined in Section 12 below), except for the specific purpose of considering, evaluating and negotiating a Transaction between the Parties; or\n(b) subject to Section 4 below, disclose any of the Provider\u2019s Confidential Information to any other Person (as defined in Section 13 below).\nThe Recipient will be liable and responsible for any breach of this Agreement by any of its Representatives and for any other action or conduct on the part of any of its Representatives that is inconsistent with any provision of this Agreement. The Recipient will (at its own expense) take all reasonable actions necessary to restrain its Representatives from making any unauthorized use or disclosure of any of the Provider\u2019s Confidential Information.\n2. Provider Contact Person. Any request by the Recipient or any of its Representatives to review any of the Provider\u2019s Confidential Information must be directed to the individual(s) identified opposite the name of the Provider on EXHIBIT A (the \u201cProvider Contact Person\u201d). Neither the Recipient nor any of the Recipient\u2019s Representatives will contact or otherwise communicate with any other Representative of the Provider in connection with a Transaction without the prior written authorization of the Provider Contact Person.\n3. No Representations by Provider. Neither the Provider nor any of the Provider\u2019s Representatives will be under any obligation to make any particular Confidential Information of the Provider available to the Recipient or any of the Recipient\u2019s Representatives or to supplement or update any Confidential Information of the Provider previously furnished.\nNeither the Provider nor any of its Representatives has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any of the Provider\u2019s Confidential Information, and neither the Provider nor any of its Representatives will have any liability to the Recipient or to any of the Recipient\u2019s Representatives on any basis (including, without limitation, in contract, tort or under United States federal or state securities laws or otherwise) relating to or resulting from the use of any of the Provider\u2019s Confidential Information or any inaccuracies or errors therein or omissions therefrom. Only those representations and warranties that are included in any final definitive written agreement that provides for the consummation of a Transaction between the Parties (a \u201cDefinitive Agreement\u201d) will have legal effect.\n4. Permitted Disclosures.\n(a) Notwithstanding the limitations set forth in Section 1 above:\n(i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient\u2019s disclosure thereof;\n(ii) subject to Section 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative (A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate or negotiate a Transaction between the Parties, and (B) has been provided with a copy of this Agreement and has agreed to abide and be bound by the provisions hereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and\n(iii) subject to Section 4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by valid legal process or stock exchange rule.\n(b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient (such notice, a \u201cPermitted Representatives Notice\u201d), then, notwithstanding anything to the contrary contained in Section 4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient (any such other Representative, an \u201cImpermissible Representative\u201d). For clarity, if the Recipient disclosed, or permitted the disclosure of, any such certain Confidential Information to an Impermissible Representative prior to the Recipient\u2019s receipt of the Permitted Representatives Notice, such disclosure shall not be deemed a breach of this Agreement.\n(c) If the Recipient or any of the Recipient\u2019s Representatives is required by law or governmental regulation or by subpoena or other valid legal process to disclose any of the Provider\u2019s Confidential Information to any Person, then the Recipient will promptly provide the Provider with written notice of the applicable law, regulation or process so that the Provider may seek a protective order or other appropriate remedy. The Recipient and its Representatives will cooperate with the Provider and the Provider\u2019s Representatives (at the Provider\u2019s sole expense) in any attempt by the Provider to obtain any such protective order or other remedy. If the Provider elects not to seek, or is unsuccessful in obtaining, any such protective order or other remedy in connection with any requirement that the Recipient disclose Confidential Information of the Provider, then the Recipient may disclose such Confidential Information to the extent legally required; provided however, that the Recipient and its Representatives will use their reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.\n5. Return of Confidential Information. Upon the Provider\u2019s request, the Recipient and the Recipient\u2019s Representatives will promptly deliver to the Provider any of the Provider\u2019s Confidential Information (and all copies thereof) obtained or possessed by the Recipient or any of the Recipient\u2019s Representatives; provided, however, that, in lieu of delivering such Confidential Information to the Provider, the Recipient may destroy such Confidential Information and deliver to the Provider a certificate confirming their destruction; provided further, that Recipient shall not be required to return or destroy copies of Confidential Information created pursuant to Recipient\u2019s automatic archiving and back-up procedures. Notwithstanding the delivery to the Provider, the destruction by the Recipient or the automatic archiving by Recipient of Confidential Information of the Provider pursuant to this Section 5, the Recipient and its Representatives will continue to be bound by their confidentiality obligations and other obligations under this Agreement with respect to such Confidential Information.\n6. Limitation on Soliciting Employees. During the 12 month period commencing on the date of this Agreement, each Party agrees that neither it nor any of its direct or indirect subsidiaries who is or becomes aware of the negotiation of a possible Transaction between the Parties shall solicit for employment any employee of the other Party (or any of such other Party\u2019s direct or indirect subsidiaries) with whom it (or any of its direct or indirect subsidiaries) came into contact in connection with a possible Transaction; provided, however, that this Section 6 will not prevent either Party or its direct or indirect subsidiaries from making generalized searches for employees by causing to be placed any general advertisement or similar notices or engaging search firms, provided that that such searches are not targeted specifically at employees of the other Party or its direct or indirect subsidiaries.\n7. Standstill Provision. During the 12 month period commencing on the date of this Agreement (the \u201cStandstill Period\u201d), neither Buyer nor any of Buyer\u2019s subsidiaries or other Representatives on behalf of Buyer will, in any manner, directly or indirectly:\n(a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Seller or any securities of any subsidiary of Seller, (ii) any acquisition of any assets of Seller or any assets of any subsidiary of Seller, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Seller or any subsidiary of Seller or involving any securities or assets of Seller or any securities 4r assets of any subsidiary of Seller, or (iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of Seller or any subsidiary of Seller;\n(b) form, join or participate in a \u201cgroup\u201d (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of Seller or any subsidiary of Seller;\n(c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of Seller or any subsidiary of Seller;\n(d) take any action that might require Seller to make a public announcement regarding any of the types of matters set forth in clause (a) of this Section 7;\n(e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause (a), (b), (c) or (d) of this Section 7;\n(f) assist, induce or encourage any other Person to take any action of the type referred to in clause (a), (b), (c), (d) or (e) of this Section 7;\n(g) enter into any discussions, negotiations, arrangement or agreement with any other Person relating to any of the foregoing; or\n(h) request or propose that Seller or any of Seller\u2019s Representatives amend, waive or consider the amendment or waiver of any provision set forth in this Section 7;\nprovided that Buyer shall not be prohibited from making or discussing any offers in a confidential, non-public manner that does not violate sub-clause (d) above regarding the Transaction directly to or with the management or the Board of Directors of Seller, or their designated Representatives (provided that the contents, subject and existence of any such communications shall constitute Confidential Information hereunder).\nThe standstill provisions of this Section 7 shall not apply to the Parties\u2019 entry into or consummation of the transactions contemplated by a Definitive Agreement. The standstill provisions of this Section 7 shall not apply in the event that, without any violation of the standstill provision, (1) any third party unrelated to Buyer has made any public announcement of its intent to commence a tender offer or exchange offer for more than 50% of the capital stock of Seller, (ii) Seller publicly announces that it has entered into a definitive agreement for a transaction or series of transactions (whether structured as a tender offer, exchange offer, merger, business combination, sale of assets or other similar transaction) that, if consummated, would result in a sale of more than 50% of the capital stock of Seller or a sale of all or substantially all of the assets of Seller, or (iii) any third party unrelated to Buyer commences, or makes a public announcement of its intention to commence, a proxy contest or proxy solicitation with respect to the election of, or enters into an agreement, commitment or understanding with respect to the replacement or addition of, members of the Board of Directors of the Seller such that a majority of the Board of Directors of Seller would be designated by such third party. The standstill provisions of this Section 7 shall automatically become applicable again if the third party announces its intent not to proceed with the proposed transaction described in Section 7(a) above; provided, however, that the Standstill Period shall not be extended beyond its original term. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this letter agreement.\n8. No Obligation to Pursue Transaction. Unless the Parties enter into a Definitive Agreement, no agreement providing for a transaction involving either of the Parties will be deemed to exist between the Parties, and neither Party will be under any obligation to negotiate or enter into any such agreement or transaction with the other Party. Each Party recognizes that, except as expressly provided in any legally binding written agreement between the Parties that is executed on or after the date of this Agreement: (i) the other Party and its Representatives will be free to negotiate with, and to enter into any agreement or transaction with, any other interested party; and (ii) such Party will not have any rights or claims against the other Party or any of the other Party\u2019s Representatives arising out of or relating to any transaction or proposed transaction involving the other Party.\n9. No Waiver. No failure or delay by either Party or any of its Representatives in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, and no single or partial exercise of any such right, power or privilege will preclude any other or future exercise thereof or the exercise of any other right, power or privilege under this Agreement. No provision of this Agreement can be waived or amended except by means of a written instrument that is validly executed on behalf of both of the Parties and that refers specifically to the particular provision or provisions being waived or amended.\n10. Remedies. Each Party acknowledges that money damages would not be a sufficient remedy for any breach of this Agreement by such Party or by any of such Party\u2019s Representatives and that the other Party would suffer irreparable harm as a result of any such breach. Accordingly, each Party will also be entitled to equitable relief, including injunction and specific performance, as a remedy for any breach or threatened breach of this Agreement by the other Party or any of the other Party\u2019s Representatives (without the need for posting a bond or providing other security). The equitable remedies referred to above will not be deemed to be the exclusive remedies for a breach of this Agreement, but rather will be in addition to all other remedies available at law or in equity to the Parties.\n11. Successors and Assigns; Applicable Law; Jurisdiction and Venue. This Agreement will be binding upon and inure to the benefit of each Party and its Representatives and their respective heirs, successors and assigns. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware (without giving effect to principles of conflicts of laws). Each Party: (a) irrevocably and unconditionally consents and submits to the jurisdiction of the state and federal courts located in the State of Delaware for purposes of any action, suit or proceeding arising out of or relating to this Agreement; (b) irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in any state or federal court located in the State of Delaware; and (c) irrevocably and unconditionally waives the right to plead or claim, and irrevocably and unconditionally agrees not to plead or claim, that any action, suit or proceeding arising out of or relating to this Agreement that is brought in any state or federal court located in the State of Delaware has been brought in an inconvenient forum.\n12. Confidential Information. For purposes of this Agreement, the Provider\u2019s \u201cConfidential Information\u201d will be deemed to include only the following:\n(a) any information (including any technology, know-how, patent application, test result, research study, business plan, budget, forecast or projection) relating directly or indirectly to the business of the Provider, any predecessor entity or any subsidiary or other affiliate of the Provider (whether prepared by the Provider or by any other Person and whether or not in written form) that is or that has, within the last thirty (30) days, been made available to the Recipient or any Representative of the Recipient by or on behalf of the Provider or any Representative of the Provider;\n(b) any memorandum, analysis, compilation, summary, interpretation, study, report or other document, record or material that is or has been prepared by or for the Recipient or any Representative of the Recipient and that contains, reflects, interprets or is based directly or indirectly upon any information of the type referred to in clause (a) of this Section 12;\n(c) the existence and terms of this Agreement, and the fact that information of the type referred to in clause (a) of this Section 12 has been made available to the Recipient or any of its Representatives; and\n(d) the fact that discussions or negotiations are or may be taking place with respect to a Transaction involving the Parties, and the proposed terms of any such transaction.\nHowever, the Provider\u2019s \u201cConfidential Information\u201d will not be deemed to include:\n(i) any information that is or becomes generally available to the public other than as a direct or indirect result of the disclosure of any of such information by the Recipient or by any of the Recipient\u2019s Representatives;\n(ii) any information that was in the Recipient\u2019s possession prior to the time it was first made available to the Recipient or any of the Recipient\u2019s Representatives by or on behalf of the Provider or any of the Provider\u2019s Representatives, provided that the source of such information was not and is not reasonably known to the Recipient to be bound by any contractual or other obligation of confidentiality to the Provider or to any other Person with respect to any of such information;\n(iii) any information that becomes available to the Recipient on a non-confidential basis from a source other than the Provider or any of the Provider\u2019s Representatives, provided that such source is not reasonably known to the Recipient to be bound by any contractual or other obligation of confidentiality to the Provider or to any other Person with respect to any of such information; or\n(iv) any information that is developed by or on behalf of the Recipient independently of the disclosure of Confidential Information and without reference to or use of Confidential Information.\n13. Miscellaneous.\n(a) For purposes of this Agreement, a Party\u2019s \u201cRepresentatives\u201d will be deemed to include each Person that is or becomes (i) a subsidiary or other affiliate of such Party, or (ii) an officer, director, employee, partner, attorney, advisor, accountant, agent or representative of such Party or of any of such Party\u2019s subsidiaries or other affiliates.\n(b) The term \u201cPerson,\u201d as used in this Agreement, will be broadly interpreted to include any individual and any corporation, partnership, entity, group, tribunal or governmental authority.\n(c) Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.\n(d) By making Confidential Information or other information available to the Recipient or the Recipient\u2019s Representatives, the Provider is not, and shall not be deemed to be, granting (expressly or by implication) any license or other right under or with respect to any patent, trade secret, copyright, trademark or other proprietary or intellectual property right. Neither the Recipient nor the Recipient\u2019s Representatives shall file any patent application containing any claim to any subject matter derived from the Confidential Information of the Provider.\n(e) To the extent that any Confidential Information includes materials or other information that may be subject to the attorney-client privilege, work product doctrine or any other applicable privilege or doctrine concerning any Confidential Information or any pending, threatened or prospective action, suit, proceeding, investigation, arbitration or dispute, (i) Provider, or the applicable direct or indirect subsidiary of Provider, is not waiving and shall not be deemed to have waived or diminished its attorney-client privileges, work-product protections, or other applicable privileges or doctrines as a result of disclosing any Confidential Information (including Confidential Information related to pending or threatened litigation) and (ii) it is acknowledged and agreed that the Parties have a commonality of interest with respect to such Confidential Information or action, suit, proceeding, investigation, arbitration or dispute and that it is the Parties\u2019 mutual desire, intention and understanding that the sharing of such materials and other information is not intended to, and shall not, affect the confidentiality of any of such materials or other information or waive or diminish the continued protection of any of such materials or other information under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine. Accordingly, all Confidential Information that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine shall remain entitled to protection thereunder and shall be entitled to protection under the joint defense doctrine, and the Parties agree to take all measures necessary to preserve, to the fullest extent possible, the applicability of all such privileges or doctrines.\n(f) This Agreement constitutes the entire agreement between the Recipient and the Provider regarding the subject matter hereof and supersedes any prior agreement between the Recipient and the Provider regarding the subject matter hereof.\n(g) This Agreement will terminate 12 months from the effective date of this Agreement, unless earlier terminated by either Party at any time upon 30 days written notice to the other Party. The termination of this Agreement shall not relieve the Recipient of the obligations hereunder with respect to Confidential Information of the Provider (which shall survive any such termination and continue for a period of three years from the effective date of this Agreement, provided that such obligations with respect to any trade secrets of the Provider will survive indefinitely), or relieve either party of its obligations under Section 6 of this Agreement or relieve Buyer of its obligations under Section 7 of this Agreement (which shall survive for the stated durations thereof), and the provisions of Sections 3, 5, 8, 9, 10, 11 and 13 shall remain in full force and effect and survive any termination of this Agreement.\n(h) The Recipient agrees not to export, directly or indirectly, any U.S. source technical data acquired from the Provider or any products utilizing such data to countries outside the United States, which export may be in violation of the United States export laws or regulations.\n(i) The Parties hereto confirm their agreement that this Agreement, as well as any amendment hereto and all other documents related hereto, including legal notices, shall be in the English language only.\n[Signature Page Next]\nARMO BIOSCIENCES, INC. ELI LILLY AND COMPANY\nBy: /s/ Peter Van Vlasselaer By: /s/ Timothy C. 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"short_description": "Permissible post-agreement possession", "hypothesis": "Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information." }, "nda-3": { "short_description": "Inclusion of verbally conveyed information", "hypothesis": "Confidential Information may include verbally conveyed information." }, "nda-18": { "short_description": "No solicitation", "hypothesis": "Receiving Party shall not solicit some of Disclosing Party's representatives." }, "nda-7": { "short_description": "Sharing with third-parties", "hypothesis": "Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors)." }, "nda-17": { "short_description": "Permissible copy", "hypothesis": "Receiving Party may create a copy of some Confidential Information in some circumstances." }, "nda-8": { "short_description": "Notice on compelled disclosure", "hypothesis": "Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information." }, "nda-13": { "short_description": "Permissible acquirement of similar information", "hypothesis": "Receiving Party may acquire information similar to Confidential Information from a third party." }, "nda-5": { "short_description": "Sharing with employees", "hypothesis": "Receiving Party may share some Confidential Information with some of Receiving Party's employees." }, "nda-4": { "short_description": "Limited use", "hypothesis": "Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement." } } }