<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
        <|start_header_id|>user<|end_header_id|> the 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. 9. 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. 10. 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. 11. 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’s 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 “Covered Person”). The term “solicit to employ” 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’s 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. 12. Independent Development. The disclosing party acknowledges that the receiving p<|eot_id|>
        <|start_header_id|>assistant<|end_header_id|>arty 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’s 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<|eot_id|>