<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
        <|start_header_id|>user<|end_header_id|>akings or agreements between the Parties modifying the provisions of this CNDA. 3.05 Amendments This CNDA shall not be amended except if in writing and signed by the Parties. 3.06 Offer and Acceptance This CNDA shall be deemed offered upon a request by the Supplier for additional information and shall be deemed accepted upon CPR providing the requested additional information. No physical execution of this CNDA is required or expected. 3.07 Provisions Severable If any provision of this CNDA is held to be invalid, unenforceable or illegal, such provision shall be deemed to be independent and severable from the remaining provisions of this CNDA, and the remaining provisions of this CNDA shall not be affected and shall be valid and enforceable to the full extent permitted by law. 3.08 Binding Nature of Agreement This CNDA shall enure to the benefit of and shall be binding upon the Parties hereto together with their respective heirs, legal personal representatives, successors and permitted assigns. No<|eot_id|>
        <|start_header_id|>assistant<|end_header_id|> Party hereto shall assign in whole or in part its rights or obligations under this CNDA without the express written consent of the other Party. 3.09 Termination This agreement continues in effect for three years. Either party may terminate this CNDA for any reason by providing the other with 30 days’ advance written notice. The termination of this CNDA, or the completion or abandonment of the Permitted Purpose, shall not affect the survival of the non-disclosure obligations under this CNDA, which obligations shall survive for a period of 3 years. 3.09 Governing Law This CNDA shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by, the laws of the Province of Alberta. The Parties irrevocably submit and attorn to the non-exclusive jurisdiction of the courts of the Province of Alberta for all matters arising out of or relating to this CNDA, or any of the transactions contemplated herein. 3.10 No Implied Waiver The failure by any Party at any time to require performance by the other Party of any provision of this CNDA shall in no way affect the right to require performance at any time thereafter, nor shall the waiver of any breach of any provision of this CNDA constitute a waiver of any succeeding breach of the same 3.11 Residuals Notwithstanding the confidentiality obligations contained in Article 2 hereof, the receiving party may, during and after the term hereof, use in its business any Residual Information. “Residual Information” means the ideas, know-how and techniques that would be retained in the unaided memory of an ordinary person skilled in the art, not intent on appropriating the proprietary information of the disclosing party, as a result of such person’s access to, use, review, evaluation, or testing of the Confidential Information of the disclosing party for the purposes described herein. An employee's memory is unaided if the employee has not intentionally memorized the confidential information for the purpose of retaining and subsequently using or disclosing it. Nothing in this paragraph, however, shall be deemed to grant to the receiving party a license under the disclosing party’s intellectual property rights 3.12 No Implied Partnership This CNDA is intended to provide for the protection of the Confidential Information from unauthorized disclosure and use, and does not constitute an agreement to cooperate in a joint venture, partnership, or other arrangement, or for CP to retain Supplier in respect of any particular project. Additionally, nothing in this CNDA constitutes a warranty by the Disclosing Party of the accuracy of any Confidential Information. 3.13 Language Laws The parties have requested and agreed that these terms and conditions be drafted in the English language. Les parties reconnaissent qu’elles ont exigé que la présente convention soit rédigée en langue anglaise seulement. In Witness whereof the parties have executed this Confidentiality and Non-Disclosure Agreement by its respective duly appointed officer. CANADIAN PACIFIC RAILWAY COMPANY [INSERT SUPPLIER’S LEGAL NAME] Per:  Per:  Name:  Name:  Title:  Title:  Date:  Date: <|eot_id|>