<|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|>losed by one of the Parties to another, designated as confidential expressly or by the circumstances in which it is provided. Confidential Information does not include information that: i. Is lawfully in the public domain at the time it was transmitted; ii. Is independently known to or in possession of the receiving party at the time of receipt through no unlawful act; iii. Is disclosed by the receiving party with the prior written approval of the transmitting party; iv. 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. 2. Duty of Confidentiality and Standard of Care 2.1 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. 2.2 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 “need to know” (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. 2.3 Any disclosure to any third party by each Party shall be subject to the prior consent of the other Party, which consent s<|eot_id|>
        <|start_header_id|>assistant<|end_header_id|>hall not be unreasonably withheld unless the Disclosing Party believe it might go against the purpose of this Agreement. The 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; The Confidential Information must be stored and handled in such a way as to prevent unauthorized disclosure. The Receiving Party shall use its best efforts to limit dissemination of Disclosing Party’s “Confidential Information” to such of its employees or sub-contractor(s) who have a need to know for the aforesaid evaluation and/or development purposes. 3. Proprietary Rights Legend The 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. 4. Covenants concerning competition The 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’s 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. 5. Return of Documents and Materials The 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’ possession in the course of negotiations shall be returned to the other Party, upon conclusion of the negotiations. 6. Remedies for Breach of Confidentiality and Indemnification, Liquidated damages In 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 I<|eot_id|>