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MUTUAL NON-DISCLOSURE AGREEMENT |
Between |
AND |
Subject Matter: |
Effective Date of Agreement: Period , 2017 |
for Exchange of Information: , 2017 to |
Period of Confidentiality: |
THIS AGREEMENT is made as of the Effective Date of Agreement noted above, by and between the above parties. |
BACKGROUND: |
I. The parties desire to have discussions of or relating to the Subject Matter for the purposes of evaluating a possible business relationship between them (“Purpose”). The parties may extend the Subject Matter or add additional parties by executing one or more addenda to this Agreement. |
II. Such discussions may involve disclosure by one party to the other party of confidential, proprietary or trade secret information of its own or its licensors (“Confidential Information” as defined below), during the Period for Exchange of Information. |
III. Both parties recognize the value of the Confidential Information and that it is in their mutual best interests to maintain the confidential, proprietary and secret nature of the Confidential Information. |
THEREFORE, in consideration of the Subject Matter, and the mutual promises herein, the parties agree as follows: |
1. CONFIDENTIAL INFORMATION. The term “Confidential Information” as used herein means all nonpublic information relating to the Subject Matter that is disclosed by either party, its Affiliates (as defined below), or their agents (where applicable, collectively referred to as the “Disclosing Party”), directly or indirec... |
2. PERIOD OF CONFIDENTIALITY AND NON-USE. The Recipient will use Confidential Information only in connection with the Purpose as set forth in this Agreement. Recipient shall use the same degree of care to avoid disclosure or use of the Confidential Information as it uses for its own confidential, proprietary and trade ... |
3. TERM. The term of this Agreement shall be for the Period of Exchange set forth above. Confidentiality obligations shall survive termination of this Agreement for the Period of Confidentiality set forth above unless the Confidential Information is a trade secret, in which case the confidentiality obligations shall co... |
4. NOTICE OF UNAUTHORIZED USE. Recipient shall provide written notice to Disclosing Party without undue delay of any misuse or misappropriation of Confidential Information which may come to the attention of Recipient. The Recipient shall cooperate with and aid the Disclosing Party in mitigating and preventing the unaut... |
5. EXCLUSIONS AND EXEMPTIONS. Recipient shall have no obligation of confidentiality with respect to any information which: |
5.1. is already known or in the possession of Recipient or its Affiliate at the time of disclosure as shown by the Recipient’s and/or its Affiliates´ files and records prior to the time of disclosure, otherwise than as a result of any improper act or omission of Recipient or its Affiliate; or |
5.2. is or becomes public knowledge through no wrongful act of Recipient; or |
5.3. is rightfully acquired from others who did not obtain it under obligation of confidentiality; or |
5.4. is independently developed by an employee, agent or consultant of Recipient without reference to the Confidential Information; or |
5.5. is approved for release by written authorization from Disclosing Party. |
5.6. The Recipient is hereby notified that, as set forth in 18 U.S.C. §1833(b), he/she does not have criminal or civil liability under U.S. trade secret law for the following disclosures of a trade secret: |
5.6.1. disclosure in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, provided the disclosure is for the sole purpose of reporting or investigating a suspected violation of law; and/or |
5.6.2. disclosure in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal; and/or |
5.6.3. under those circumstances where Recipient files a lawsuit for retaliation against the Disclosing Party for reporting a suspected violation of law, Recipient may disclose the Disclosing Party’s trade secret information to its attorney and may use the trade secret information in the court proceeding if Recipient f... |
6. REPRODUCTION AND RETURN OF CONFIDENTIAL INFORMATION. The Confidential Information provided by the Disclosing Party shall not be copied or reproduced without the Disclosing Party’s prior written permission, except for such copies as may reasonably be required for the purpose as set forth in Section I of this Agreemen... |
7. DISCLOSURES REQUIRED BY LAW. If Recipient is requested, ordered or required by a regulatory agency or any other government authority or a court to disclose any Confidential Information, Recipient shall promptly notify Disclosing Party of such request, order or requirement so that Disclosing Party may have the opport... |
8. EXPORT LAWS. Neither party shall export, directly or indirectly, any of the Confidential Information to any country, person or entity which the US Government, at the time of export, requires an export license or other governmental approval without first obtaining such license or approval. The Recipient shall first o... |
9. OWNERSHIP OF CONFIDENTIAL INFORMATION. Disclosing Party or its licensors, as the case may be, retain all rights in Confidential Information disclosed and all documents, prototypes, software development kits (SDKs) and other similar tangible property embodying, containing or reflecting the same shall remain the prope... |
10. NO LICENSE. Neither the execution of this Agreement nor the disclosure of any Confidential Information is construed as granting either expressly or by implication, estoppel or otherwise, any license or right to the Confidential Information or any intellectual property rights embodied therein. |
11. NO WARRANTY. All Confidential Information provided under this Agreement is provided “AS IS” and specifically excludes any warranty, whether express or implied, including without limitation, any implied warranty of merchantability, fitness for a particular purpose, or accuracy. The Disclosing Party is not liable und... |
12. NO OBLIGATION. This Agreement shall not be construed in any manner to be an obligation to enter into a further substantive contract or to disclose any particular Confidential Information. |
13. INDEPENDENT DEVELOPMENTS. Disclosing Party understands that Recipient may develop or have developed information internally, or receive or have received information from other parties that is similar to the Confidential Information. Accordingly, nothing in this Agreement shall be construed as a representation that R... |
14. RELATIONSHIP. Each party hereto shall be considered as an independent contractor responsible for its own expenses and financial obligations incurred in the performance of this Agreement. |
15. NO WAIVER. Neither party waives any rights in invention or development lawfully possessed by it at the time of signing this Agreement. In addition, this Agreement does not imply any waiver of any rights or action under the patent, trademark, copyright, trade secret, unfair competition, fair trade or related laws. F... |
16. INUREMENT. This Agreement shall inure to the benefit of the parties hereto and their respective “Affiliates” (as defined below), successors, assigns and legal representatives. The parties agree that each party and its Affiliates may receive Confidential Information from and/or disclose Confidential Information to t... |
17. INJUNCTIVE RELIEF. The parties agree that any use of Confidential Information in violation of this Agreement may cause the other party irreparable harm, and may leave it with no adequate remedy at law and shall, thereby, entitle it to seek injunctive relief in any court with competent jurisdiction over the party or... |
18. CHOICE OF LAW. This Agreement is governed and construed in accordance with the laws of the State of Michigan, without regard to principles of conflict or choice of laws. The Parties hereby unconditionally and irrevocably agree to submit to the exclusive jurisdiction of the state and federal courts of the State of M... |
19. SURVIVAL. Sections 1, 2, 3, 4, 5, 6, 17, 18, 19 and any sections (or parts thereof) which, by their nature, are intended to survive termination shall survive termination of this Agreement. |
20. SEVERABILITY. If a court finds any provision of this Agreement or any right or obligation invalid or unenforceable, this Agreement shall be immediately deemed amended to: (i) include a provision that reflects the intent of the parties, or, if (i) is not possible, (ii) to exclude such provision and the parties shall... |
21. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties regarding the Confidential Information and supersedes all other communications, reports or understandings between the parties in respect thereto. No change or addition to any provision shall be binding unless it is in writing and... |
22. HEADINGS. Headings in this Agreement are for reference only and shall not affect the meaning of the provisions. |
23. COUNTERPARTS. This Agreement may be signed in two or more counterparts including signing facsimile copies. Each counterpart is deemed an original and all counterparts together shall constitute one and the same instrument. |
IN WITNESS WHEREOF, the parties hereto have caused their authorized representatives to execute this Agreement as of the date first written above. |
Signature: Signature: |
Print Name: Print Name: |
Title: Title: |
Date: Date: |
Signature: |
Print Name: |
Title: |
Date |
Confidentiality Agreement |
This Confidentiality Agreement (the “Agreement”) has been prepared on behalf of bpost SA/NV, a limited liability company of public law, and the City of Brussels (the “Sellers”) with regard to the divestment of their respective surface areas (the “Sale”) in the Munt Center/Centre Monnaie (the “Munt”). |
In consideration of the Sellers agreeing to disclose confidential information (the “Confidential Information”) to the Candidate (“Disclosee”), the latter hereby undertakes to the Sellers that as Disclosee, they will keep confidential all and any Confidential Information received at any time. The Disclosee will procure ... |
The Disclosee acknowledges that the Confidential Information, in as far as it relates to bpost SA/NV, could be price sensitive information and ensures compliance with the relevant legal and other provisions in this respect (including, without being limited to, the provisions of the Belgian Law of 2 August 2002 on the s... |
a) all such information, of any kind whatsoever (whether in oral, written or electronic form, and including, but not limited to, technical, commercial, financial, accounting, legal and administrative information) pertaining to the Sale of the Munt and the Sellers as may be provided to the Disclosee and their responsibl... |
b) all such analyses, compilations, forecasts, notes, memoranda and other documents as the Sellers or Deloitte Real Estate* and Laga** (the “Advisors”) may have prepared or caused to be prepared and which may contain, refer to or simply result from, the information mentioned in point (a) above; |
c) the fact that the Disclosee (or any of their Representatives) are or have been involved in the analysis of, in meetings or negotiations related to the Sale, the contents, time and status of such negotiations, and generally any fact concerning the Sale. |
Confidential Information shall exclude: |
a) information which had become available to the public prior to the date of disclosure thereof to the Disclosee or their Representatives, or that became available to the public after such date other than as a result of a breach of this Agreement by the Disclosee or their Representatives; |
b) information which was lawfully in the Disclosee’s possession or in the possession of one or more of their Representatives prior to disclosure under this Agreement, in each case on a non-confidential basis, which, to their knowledge was free of any restriction as to its use or disclosure. |
The Disclosee acknowledges that they may not approach the representatives of the Sellers and cannot contact anybody else other than the contact persons from the Advisors. |
The Disclosee further undertakes and acknowledges, that neither the representatives of the Sellers nor their Advisors give any warranty or make any representation as to the accuracy or completeness of any of the Confidential Information or as to the reasonableness of any assumptions on which the information is based. T... |
This Agreement shall in no way constitute a commitment by any person to supply any Confidential Information or enter into any contract in connection with the Sellers. The obligations of the Disclosee under this Agreement shall expire the earlier of (a) three years after the date of this Agreement, or (b) the date the S... |
In the event that the Disclosee or any of its Representatives becomes legally compelled to disclose any of the Confidential Information to a regulatory authority or to any other entity or third party, the Disclosee shall immediately notify the Sellers before disclosing such Confidential Information, so that the Sellers... |
It is further understood and agreed that, without prejudice to any other rights or remedies which either party may have, any breach of these undertakings could cause the Sellers and/or its shareholders irreparable injury. In the event of an actual or threatened breach by the Disclosee and/or its Representatives of any ... |
This Agreement shall be governed by and construed in accordance with Belgian law and the Parties irrevocably agree to submit themselves to the exclusive jurisdiction of the Courts of Brussels. In accordance with the procedure defined in the candidacy file, we would be grateful if you could confirm your understanding an... |
Yours sincerely, |
_______________ _______________ |
Frédéric Sohet Koen Van Gerven |
Partner CEO |
Deloitte Real Estate | Financial Advisory* bpost SA/NV |
The Candidate / Disclosee |
Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
Signature |
*A department of Deloitte Consulting & Advisory CVBA |
Coöperatieve vennootschap met beperkte aansprakelijkheid/Société coopérative à responsabilité limitée |
Registered Office: Gateway building, Luchthaven Nationaal 1 J, 1930 Zaventem |
VAT BE 0474.429.572 - RPR Brussel/RPM Bruxelles - IBAN BE 38 4377 5059 9172 - BIC KREDBEBB |
Member of Deloitte Touche Tohmatsu Limited |
© 2018. |
**Laga is a civil limited liability cooperative company. |
Registered Office: Gateway building, Luchthaven Nationaal 1 J, 1930 Zaventem |
0471.858.874 - Brussels Trade Register - ING 310-1381442-54 |
The list of Laga partners can be obtained upon request or from the Laga website. |
NON-DISCLOSURE AGREEMENT |
This Agreement is effective the [ ] day of [ ] 2019 (the “Effective Date”) between: |
(1) NSK Europe Limited, registered number 2223191 whose registered office is at Belmont Place, Belmont Road, Maidenhead, Berkshire SL6 6TB, UK, (“NSK”) |
and |
(2) [Supplier name], registered number [company reg. no. ] whose registered office is at [insert address] (“[Insert name]”) each party referred to as a “Party” and the parties jointly referred to as the “Parties”. |
BACKGROUND |
A. The Parties intend to enter into discussions relating to the Purpose which will involve the exchange of Confidential Information between them. |
B. The Parties have agreed to comply with this Agreement in connection with the disclosure and use of Confidential Information. |
THE PARTIES AGREE AS FOLLOWS: |
LegalBench-RAG Bilingual (EN + RU)
Bilingual extension of LegalBench-RAG: the original English corpus + goldens, plus machine-translated Russian copies for bilingual retrieval evaluation.
What's in here
corpus/
├── en/cuad/ # 462 CUAD commercial contracts (English)
├── en/contractnli/ # 95 ContractNLI NDAs (English)
├── ru/cuad/ # same 462, machine-translated to Russian
└── ru/contractnli/ # same 95, machine-translated to Russian
golden_set/
├── en/contract.legalbench.jsonl # 5018 EN queries (LegalBench-RAG)
└── ru/contract.legalbench.translated.jsonl # same 5018 translated to RU
Provenance & licensing
- CUAD (MIT)
- ContractNLI (MIT)
- LegalBench-RAG goldens (Apache-2.0, Pipitone & Alami 2024)
- RU translations — produced by Thomas More AI using OpenAI GPT-4o. Machine-translated, NOT human-reviewed.
The whole bundle is redistributed under Apache-2.0 matching the strictest upstream license.
Quality caveat for RU goldens
The Russian portion is mechanical translation. Adequate for self- checking a bilingual retrieval pipeline (does language detection work? does the BM25 RU analyzer fire on the right tokens?). Not adequate as a production-grade RU legal IR benchmark — for that, you'd need expert-labelled goldens against original Russian contracts.
Citation
If you use this resource, please cite the upstream work:
@misc{pipitone2024legalbenchrag,
title = {LegalBench-RAG: A Benchmark for Retrieval-Augmented Generation
in the Legal Domain},
author = {Nicholas Pipitone and Ghita Houir Alami},
year = {2024},
url = {https://arxiv.org/abs/2408.10343}
}
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