<|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|>Distributor/Sales and Marketing Agency Mutual Confidentiality and Non-Disclosure Agreement This Mutual Confidentiality and Non-Disclosure Agreement (this “Agreement”) is entered into this  day of , 20, by and between , a entity, together with its operating subsidiaries and affiliates (“Distributor”) with its principal place of business at , and , a  entity, together with its operating subsidiaries and affiliates, (“Agency”) with its principal place of business at  (collectively the “Parties”). WHEREAS, Agency serves agent to one or more suppliers/manufacturers (“Principals”) in providing agency sales and marketing services in the foodservice trade channel (“Agency Sales and Marketing Services”), and WHEREAS, in the course of the provision of Agency Sales and Marketing Services for Agency’s Principals, each party (a “Disclosing Party”) may disclose to the other party (the “Recipient”) certain Confidential Information (as such term is defined herein below), which shall be deemed to be confidential; and WHEREAS, 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; NOW, THEREFORE, for and in consideration of the mutual covenants and agreements cont<|eot_id|>
        <|start_header_id|>assistant<|end_header_id|>ained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: 1. Definition. “Confidential Information” means, in respect to each Party: (a) any information in which such Party claims a proprietary and/or confidential interest; (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; (c) any information of a confidential nature concerning such Party’s customers, suppliers or employees; and (d) any information such Party has received from others which they are obliged to treat as proprietary and/or confidential. The 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. Confidential 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. 2. 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. (a) Recipient shall (i) maintain the Confidential Information in strict confidence and take all reasonable steps to prevent its disclos<|eot_id|>