<|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|>ONE WAY NON-DISCLOSURE AGREEMENT This Agreement (the “Agreement”) is entered into as of this  day of , 201, by and between Chemsultants International, Inc. (“Chemsultants”), an Ohio corporation, having a principal place of business at 9079 Tyler Boulevard, Mentor, Ohio 44060 and  (“Client”). Collectively Chemsultants and Client shall be referred to herein as “parties” or “party” as applicable. Whereas, 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 “transaction”). 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: 1. 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 ext<|eot_id|>
        <|start_header_id|>assistant<|end_header_id|>racted 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. 2. 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 “Representative” shall mean the party’s 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 furt<|eot_id|>