Epstein Secrets

he interest of each Member in the Company shall be an "uncertificated security" governed by Article 8 of the Delaware UCC and the UCC as enacted in the State of New York (the "New York UCC"), including, without limitation, (i) for purposes of the definition of a "security" thereunder, the interest of each Member in t

(10) which has been or is hereafter obtained by the receiving Member from a third party not bound by any confidentiality obligation with respect to the Confidential Information, or (11) to any existing and prospective, direct or indirect, investors, lenders and other capital sources; provided, further that prior to such di

orated directly into each such document. 12. This Nondisclosure Agreement is nonassignable and nontransferable by you. You agree that the laws of the State of New York, without regard to principles of conflict of laws, will 3 KE 47876295.3 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0069832 CONFIDE

l, you agree to consider the information therein only in the broader context of the information prepared by Siris Capital. 9. You understand that the Confidential Information does not constitute an offer to sell or a solicitation of an offer to buy an interest in any security or other investment with Skis Capital, and no

ction with your use of the Confidential Information. Siris Capital may seek injunctive or other appropriate relief in any state or federal court in the State of New York, and you consent to exclusive jurisdiction and venue in such court. This Nondisclosure Agreement may be modified or waived only in an agreement sign

sure Agreement shall be continuing and shall survive termination of any other agreement between you and Siris Capital, if any, except to the extent the Confidential Information is covered by paragraph 4 above. If any provision in this Nondisclosure Agreement is found to be unenforceable, such provision will be limited or d

orated directly into each such document. 12. This Nondisclosure Agreement is nonassignable and nontransferable by you. You agree that the laws of the State of New York, without regard to principles of conflict of laws, will 3 KE 47876295.3 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-WW-0075313 CONFIDENT

l, you agree to consider the information therein only in the broader context of the information prepared by Siris Capital. 9. You understand that the Confidential Information does not constitute an offer to sell or a solicitation of an offer to buy an interest in any security or other investment with Skis Capital, and no

ction with your use of the Confidential Information. Siris Capital may seek injunctive or other appropriate relief in any state or federal court in the State of New York, and you consent to exclusive jurisdiction and venue in such court. This Nondisclosure Agreement may be modified or waived only in an agreement sign

sure Agreement shall be continuing and shall survive termination of any other agreement between you and Siris Capital, if any, except to the extent the Confidential Information is covered by paragraph 4 above. If any provision in this Nondisclosure Agreement is found to be unenforceable, such provision will be limited or d

10003 17. Governing Law. This Agreement shall be construed, and the legal relations between the Parties determined, in accordance with the laws of the State of New York, without regard to its conflict of laws rules. Any action brought in connection with this Agreement shall be brought in the state or federal courts

its own important confidential information to prevent damage to or misappropriation or disclosure, directly or indirectly, of all or any portion of the Confidential Information. 3. Disclosure by Operation of Law. In the event that the Receiving Party or any of its Representatives is requested or required (orally or in wri

reement and to comply with the terms of the NDA. 9. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York without giving effect to the principles of conflicts of laws. 3 EFTA00585143 10. Ownership of Principals' Property. All written and electronic

Elysium or one or more Family Members. 2. Confidentiality. (a) The Contractor agrees to take all necessary steps to retain the confidentiality of the Confidential Information, which shall be at least equal to those measures the Contractor takes to protect his own highly confidential information. 2 EFTA00585147 (b) Th

2005, the General Partner, Mr. Englander and certain other Millennium officers and affiliates entered into settlements with the Attorney General of the State of New York and the SEC relating to allegations that the respondents had improperly engaged in activities related to "market timing" of investments in mutual f

er covenants that, except as required by applicable law or any regulatory body, it will not divulge, furnish or make accessible to any other person the Confidential Information without the prior written consent of the Manager, which consent may be withheld in its sole discretion. (b) Each Member recognizes that in the eve

2005, the General Partner, Mr. Englander and certain other Millennium officers and affiliates entered into settlements with the Attorney General of the State of New York and the SEC relating to allegations that the respondents had improperly engaged in activities related to "market timing" of investments in mutual f

er covenants that, except as required by applicable law or any regulatory body, it will not divulge, furnish or make accessible to any other person the Confidential Information without the prior written consent of the Manager, which consent may be withheld in its sole discretion. (b) Each Member recognizes that in the eve