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{"items":[{"paragraph":"State of Confidentiality\nNON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nThis Non-Disclosure and Confidentiality Agreement (this “Agreement”) is entered into as of Aug. 1st, 2021\n(the “Effective Date”) by and between:\nDisclosing Party: Carbon Corporation, as a(n) Corporation and\nReceiving Party: Digital Information Inc., as a(n) Limited Liability Company\nDisclosing Party and Receiving Party have indicated an interest in exploring a potential business\nrelationship relating to: Server, Storage, Networking, and IT Monitoring System products distribution,\ndeployment and maintenance services delivery (the “Transaction”).\nIn connection with its respective evaluation of the Transaction, each party, their respective affiliates and\ntheir respective directors, officers, employees, agents or advisors (collectively, “Representatives”) may\nprovide or gain access to certain confidential and proprietary information. A party disclosing its\nConfidential Information to the other party is hereafter referred to as a “Disclosing Party.” A party\nreceiving the Confidential Information of a Disclosing Party is hereafter referred to as a “Receiving Party.”\nIn consideration for being furnished Confidential Information, Disclosing Party and Receiving Party agree\nas follows:\n1. Confidential Information. Confidential information is:\nAll information shared by Disclosing Party. \"Confidential Information\" shall mean (i) all information\nrelating to Disclosing Party’s products, business and operations including, but not limited to, financial\ndocuments and plans, customers, suppliers, manufacturing partners, marketing strategies, vendors,\nproducts, product development plans, technical product data, product samples, costs, sources,\nstrategies, operations procedures, proprietary concepts, inventions, sales leads, sales data, customer\nlists, customer profiles, technical advice or knowledge, contractual agreements, price lists, supplier\nlists, sales estimates, product specifications, trade secrets, distribution methods, inventories,\nmarketing strategies, source code, software, algorithms, data, drawings or schematics, blueprints,\ncomputer programs and systems and know-how or other intellectual property of Disclosing Party and\nits affiliates that may be at any time furnished, communicated or delivered by Disclosing Party to\nReceiving Party, whether in oral, tangible, electronic or other form; (ii) the terms of any agreement,\nincluding this Agreement, and the discussions, negotiations and proposals related to any agreement;\n(iii) information acquired during any tours of Disclosing Party’s facilities; and (iv) all other non-public\ninformation provided by Disclosing Party whosoever. All Confidential Information shall remain the\nproperty of Disclosing Party.\n2. Exclusions from Confidential Information. The obligation of confidentiality with respect to\nConfidential Information will not apply to any information:\na. If the information is or becomes publicly known and available other than as a result of prior\nunauthorized disclosure by Receiving Party or any of its Representatives;","entities":[{"text":"Digital Information Inc","category":"Person","subcategory":"","confidenceScore":0.66,"offset":294,"length":23},{"text":"Aug. 1st, 2021","category":"Address","subcategory":"","confidenceScore":0.62,"offset":161,"length":14},{"text":"Carbon Corporation","category":"Organization","subcategory":"","confidenceScore":0.75,"offset":233,"length":18}]},{"paragraph":"b. If the information is or was received by Receiving Party from a third party source which, to the best\nknowledge of Receiving Party or its Representatives, is or was not under a confidentiality obligation to\nDisclosing Party with regard to such information;\nc. If the information is disclosed by Receiving Party with the Disclosing Party’s prior written permission\nand approval;\nd. If the information is independently developed by Receiving Party prior to disclosure by Disclosing\nParty and without the use and benefit of any of the Disclosing Party’s Confidential Information; or\ne. If Receiving Party or any of its Representatives is legally compelled by applicable law, by any court,\ngovernmental agency or regulatory authority or by subpoena or discovery request in pending litigation\nbut only if, to the extent lawful, Receiving Party or its Representatives give prompt written notice of\nthat fact to Disclosing Party prior to disclosure so that Disclosing Party may request a protective order\nor other remedy to prevent or limit such disclosure and in the absence of such protective order or\nother remedy, Receiving Party or its Representatives may disclose only such portion of the\nConfidential Information which it is legally obligated to disclose.\n3. Obligation to Maintain Confidentiality. With respect to Confidential Information:\na. Receiving Party and its Representatives agree to retain the Confidential Information of the\nDisclosing Party in strict confidence, to protect the security, integrity and confidentiality of such\ninformation and to not permit unauthorized access to or unauthorized use, disclosure, publication or\ndissemination of Confidential Information except in conformity with this Agreement;\nb. Receiving Party and its Representatives shall adopt and/or maintain security processes and\nprocedures to safeguard the confidentiality of all Confidential Information received by Disclosing Party\nusing a reasonable degree of care, but not less than that degree of care used in safeguarding its own\nsimilar information or material;\nc. Upon the termination of this Agreement, Receiving Party will ensure that all documents,\nmemoranda, notes and other writings or electronic records prepared by it that include or reflect any\nConfidential Information are returned or destroyed as directed by Disclosing Party;\nd. If there is an unauthorized disclosure or loss of any of the Confidential Information by Receiving\nParty or any of its Representatives, Receiving Party will promptly, at its own expense, notify Disclosing\nParty in writing and take all actions as may be necessary or reasonably requested by Disclosing Party\nto minimize any damage to the Disclosing Party or a third party as a result of the disclosure or loss;\nand\ne. The obligation not to disclose Confidential Information shall:\nSurvive the termination of this Agreement, and at no time will Receiving Party or any of its\nRepresentatives be permitted to disclose Confidential Information, except to the extent that such\nConfidential Information is excluded from the obligations of confidentiality under this Agreement\npursuant to Paragraph 2 above.\n4. Non-Disclosure of Transaction.\nWithout Disclosing Party’s prior written consent, neither Receiving Party nor its Representatives shall\ndisclose to any other person, except to the extent, the provisions of Paragraph 2 apply: (a) the fact that\nConfidential Information has been made available to it or that it has inspected any portion of the\nConfidential Information; (b) the fact that Disclosing Party and Receiving Party are having discussions\nor negotiation concerning the Transaction; or (c) any of the terms, conditions or other facts with\nrespect to the Transaction.","entities":[]},{"paragraph":"5. Non-Compete.\nReceiving Party agrees that at no time will Receiving Party engage in any business activity which is\ncompetitive with Disclosing Party, nor work for any company which competes with Disclosing party:\nDuring the term of Receiving Party’s relationship with Disclosing Party.\n6. Non-Solicitation.\nReceiving Party agrees not to solicit any employee or independent contractor of Disclosing Party on\nbehalf of any other business enterprise, nor shall Receiving Party induce any employee or\nindependent contractor associated with Disclosing Party to terminate or breach an employment,\ncontractual or other relationship with Disclosing Party:\nDuring the term of Receiving Party’s relationship with Disclosing Party.\n7. Representatives.\nReceiving Party will take reasonable steps to ensure that its Representatives adhere to the terms of\nthis Agreement. Receiving Party will be responsible for any breach of this Agreement by any of its\nRepresentatives.\n8. Disclaimer.\nThere is no representation or warranty, express or implied, made by Disclosing Party as to the\naccuracy or completeness of any of its Confidential Information. Except for the matters set forth in this\nAgreement, neither party will be under any obligation with regard to the Transaction. Either party may,\nin its sole discretion: (a) reject any proposals made by the other party or its Representatives with\nrespect to the Transaction; (b) terminate discussions and negotiations with the other party or its\nRepresentatives at any time and for any reason or for no reason; and (c) change the procedures\nrelating to the consideration of the Transaction at any time without prior notice to the other party.\n9. Remedies.\nEach party agrees that use or disclosure of any Confidential Information in a manner inconsistent with\nthis Agreement will give rise to irreparable injury for which: (a) money damages may not be a sufficient\nremedy for any breach of this Agreement by such party; (b) the other party may be entitled to specific\nperformance and injunction and other equitable relief with respect to any such breach; (c) such\nremedies will not be the exclusive remedies for any such breach, but will be in addition to all other\nremedies available at law or in equity; and (d) in the event of litigation relating to this Agreement, if a\ncourt of competent jurisdiction determines in a final non-appealable order that one party, or any of its\nRepresentatives, has breached this Agreement, such party will be liable for reasonable legal fees and\nexpenses incurred by the other party in connection with such litigation, including, but not limited to, any\nappeals.\n10. Notices.\nAll notices given under this Agreement must be in writing. A notice is effective upon receipt and shall\nbe sent via one of the following methods: delivery in person, overnight courier service, certified or\nregistered mail, postage prepaid, return receipt requested, addressed to the party to be notified at the\nbelow address or by facsimile at the below facsimile number or in the case of either party, to such","entities":[{"text":"Receiving Party","category":"Person","subcategory":"","confidenceScore":0.6,"offset":16,"length":15},{"text":"Receiving Party","category":"Person","subcategory":"","confidenceScore":0.63,"offset":60,"length":15},{"text":"Receiving Party","category":"Person","subcategory":"","confidenceScore":0.68,"offset":309,"length":15},{"text":"Receiving Party","category":"Person","subcategory":"","confidenceScore":0.72,"offset":460,"length":15},{"text":"Receiving Party","category":"Person","subcategory":"","confidenceScore":0.7,"offset":743,"length":15},{"text":"Receiving Party","category":"Person","subcategory":"","confidenceScore":0.64,"offset":860,"length":15},{"text":"Disclosing Party","category":"Person","subcategory":"","confidenceScore":0.68,"offset":134,"length":16},{"text":"Disclosing Party","category":"Person","subcategory":"","confidenceScore":0.62,"offset":270,"length":16},{"text":"Disclosing Party","category":"Person","subcategory":"","confidenceScore":0.74,"offset":389,"length":16},{"text":"Disclosing Party","category":"Person","subcategory":"","confidenceScore":0.6,"offset":538,"length":16},{"text":"Disclosing Party","category":"Person","subcategory":"","confidenceScore":0.62,"offset":705,"length":16},{"text":"Disclosing Party","category":"Person","subcategory":"","confidenceScore":0.64,"offset":1043,"length":16}]},{"paragraph":"other party, address or facsimile number as such party may designate upon reasonable notice to the\nother party.\nDisclosing Party\nName: Robert Snyder Jr.\nRepresentative name: Carbon Corporation Title: Sales Director\nAddress: 1820 W 34th St, Austin, TX 78703 USA\nPhone number: +1 512-487-9889\nE-mail: r.snyder2@carboncorp.com\nReceiving Party\nName: Aaron K. Smith\nRepresentative name: Digital Information Inc. Title: Director of Product Management\nAddress: 3878 Bertrand Ave, Dallas TX 75210 USA\nPhone number: +1 2144339487\nE-mail: aaron smith@digitalinfo.com\n11. Termination. This Agreement will terminate on the earlier of:\n(a) the written agreement of the parties to terminate this Agreement;\n(b) the consummation of the Transaction or\n(c) three years from the date hereof.\n一\n12. Amendment.\nThis Agreement may be amended or modified only by a written agreement signed by both of the\nparties.\n13. Jurisdiction.\nThis Agreement will be governed by and construed in accordance with the laws of the State of the\nUnited States, without regard to the principles of conflict of laws. Each party consents to the exclusive\njurisdiction of the courts located in the State of the United States for any legal action, suit or\nproceeding arising out of or in connection with this Agreement. Each party further waives any objection\nto the laying of venue for any such suit, action or proceeding in such courts.\n-\n14. Miscellaneous.\nThis Agreement will inure to the benefit of and be binding on the respective successors and permitted\nassigns of the parties. Neither party may assign its rights or delegate its duties under this Agreement\nwithout the other party’s prior written consent. In the event that any provision of this Agreement is held\nto be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected\nand shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable\nparts had not been included in this Agreement. Neither party will be charged with any waiver of any\nprovision of this Agreement, unless such waiver is evidenced by a writing signed by the party and any\nsuch waiver will be limited to the terms of such writing.","entities":[{"text":"Robert Snyder Jr.","category":"Person","subcategory":"","confidenceScore":0.65,"offset":135,"length":17},{"text":"Aaron K. Smith","category":"Person","subcategory":"","confidenceScore":0.71,"offset":346,"length":14},{"text":"1820 W 34th St","category":"Address","subcategory":"","confidenceScore":0.61,"offset":224,"length":14},{"text":"3878 Bertrand Ave","category":"Address","subcategory":"","confidenceScore":0.63,"offset":454,"length":17},{"text":"smith@digitalinfo.com","category":"Email","subcategory":"","confidenceScore":0.8,"offset":535,"length":21},{"text":"2144339487","category":"USPhoneNumber","subcategory":"","confidenceScore":0.8,"offset":510,"length":10},{"text":"512-487-9889","category":"USPhoneNumber","subcategory":"","confidenceScore":0.8,"offset":278,"length":12},{"text":"78703","category":"Currency","subcategory":"Currency","confidenceScore":0.8,"offset":251,"length":5},{"text":"75210","category":"Currency","subcategory":"Currency","confidenceScore":0.8,"offset":483,"length":5}]},{"paragraph":"IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written\nabove.\nDisclosing Party:\nDisclosing Party Signature\nReceiving Party:\nReceiving Party Signature\nDisclosing Party Full Name\nReceiving Party Full Name","entities":[]}]}