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Initials of signatory:_________
NDA HDEE
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subject to another confidentiality agreement or other obligation of secrecy to HD or another party), or becomes generally available to the public other than as a result of disclosure by you or any of your affiliates, or becomes available to you on a non-confidential basis from a source other than HD or its advisors, provided that such source is not known by you to be bound by a confidentiality agreement or other obligation of secrecy to HD or another party. You hereby agree to hold in confidence and not to directly or indirectly reveal, report, publish, disclose or transfer any Confidential Information to any party or entity or utilize any Confidential Information for any purpose except in the course of discussions between you and HD. All notes, data, reference materials, maps, models, plans, reports, manuals, documentation or other records or similar items that in any way incorporate or reflect any Confidential Information shall belong exclusively to HD, and you agree to turn over all copies of such material to the control of HD upon request or upon the failure of the negotiations with HD. Due to the unique nature of the Confidential Information being provided to you, you understand and agree that irreparable harm will result from noncompliance by you with the terms of this Agreement. As a result, in addition to any other remedies that may be available, HD may be entitled to injunctive relief to enforce the terms of this Agreement. By signing this document you confirm and agree to abide by all the terms and conditions contained herein. It is hereby agreed that receipt by fax transmission of an executed copy of this Agreement shall be deemed to be receipt of the original. This Agreement is governed by and will be construed in accordance with the laws of and is subject to the exclusive jurisdiction of the relevant courts in .
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