Common use of Confidentiality and Restrictions on Use Clause in Contracts

Confidentiality and Restrictions on Use. 2.1 Recipient agrees that all Materials will be deemed confidential and used solely for the Limited Purpose. Recipient and its Affiliates, partners, representatives, agents, employees, officers, directors, managers, members, legal and financial advisors and/or any and all persons directly or indirectly acting for or with Recipient (collectively, the “Representatives”) shall not at any time, directly or indirectly, publish, make known or in any manner disclose any Materials to any individual or entity for any other purpose, except with the express prior written consent of Discloser. Further, prior to disclosing any Materials to its Representatives, Recipient shall inform them of the confidential nature of the Materials and of the terms of this Agreement and require them to abide by all the terms included herein. Recipient shall promptly notify Discloser of any unauthorized release, disclosure or use of the Materials. 2.2 If Recipient or any of its Representatives is requested or required to disclose any Materials in connection with any legal, judicial, regulatory or administrative proceeding or investigation (including in connection with any pre-trial discovery), Recipient shall notify Discloser promptly of the existence, terms and circumstances surrounding such a request or requirement so that Discloser or the applicable Protected Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If Discloser or the applicable Protected Party elects to seek a protective order or otherwise challenge the disclosure request, Recipient agrees to cooperate at no cost to Recipient (and to cause each of its Representatives to cooperate at no cost to such Representatives) to the extent legally permissible regarding the timing and content of such disclosure. If Recipient or any of its Representatives is nonetheless compelled or required by governmental authority, agency or regulation to disclose any such Materials, Recipient may disclose such Materials to the extent and as compelled or required without liability hereunder so long as (i) Recipient provides Discloser with written notice of the Materials or matter to be disclosed as far in advance of its disclosure if and as is practicable, and (ii) Recipient uses its reasonable efforts to obtain (and to cause its Representatives to use reasonable efforts obtain) assurances that confidential treatment will be accorded to such Materials. 2.3 Recipient shall use the Materials only for the Limited Purpose. At no time shall Recipient use the Materials for any other purpose, for the benefit of itself or any third party, or in any manner adverse to, or to the detriment of, Discloser or any Protected Party, including, without limitation, using the Materials in a manner (i) that would be in direct or indirect competition with the business activities of Discloser or any Protected Party, or (ii) that would be adverse to the business relationships of Discloser or any Protected Party with clients, customers, investors or other third parties (including, without limitation, using the Materials in a manner that results in any of such clients, customers, investors or other third parties terminating, reducing or failing to renew or expand their business relationships with Discloser or any Protected Party).

Confidentiality and Restrictions on Use. 2.1 Recipient agrees that all Materials will be deemed confidential and used solely for the Limited PurposePurpose related to the Property. Recipient and its Affiliates, partners, representatives, agents, employees, officers, directors, managers, members, legal and financial advisors and/or any and all persons directly or indirectly acting for or with Recipient (collectively, the “Representatives”) shall not at any time, directly or indirectly, publish, make known or in any manner disclose any Materials to any individual or entity for any other purpose, except with the express prior written consent of Discloser. Further, prior to disclosing any Materials to its Representatives, Recipient shall inform them of the confidential nature of the Materials and of the terms of this Agreement and require them to abide by all the terms included herein. Recipient shall promptly notify Discloser of any unauthorized release, disclosure or use of the Materials. 2.2 If Recipient or any of its Representatives is requested or required to disclose any Materials in connection with any legal, judicial, regulatory or administrative proceeding or investigation (including in connection with any pre-trial discovery), Recipient shall notify Discloser promptly of the existence, terms and circumstances surrounding such a request or requirement so that Discloser or the applicable Protected Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If Discloser or the applicable Protected Party elects to seek a protective order or otherwise challenge the disclosure request, Recipient agrees to cooperate at no cost to Recipient (and to cause each of its Representatives to cooperate at no cost to such Representatives) to the extent legally permissible regarding the timing and content of such disclosure. If Recipient or any of its Representatives is nonetheless compelled or required by governmental authority, agency or regulation to disclose any such Materials, Recipient may disclose such Materials to the extent and as compelled or required without liability hereunder so long as (i) Recipient provides Discloser with written notice of the Materials or matter to be disclosed as far in advance of its disclosure if and as is practicable, and (ii) Recipient uses its reasonable efforts to obtain (and to cause its Representatives to use reasonable efforts obtain) assurances that confidential treatment will be accorded to such Materials. 2.3 Recipient shall use the Materials only for the Limited PurposePurpose related to the Property. At no time shall Recipient use the Materials for any other purpose, for the benefit of itself or any third party, or in any manner adverse to, or to the detriment of, Discloser or any Protected Party, including, without limitation, using the Materials in a manner (i) that would be in direct or indirect competition with the business activities of Discloser or any Protected Party, or (ii) that would be adverse to the business relationships of Discloser or any Protected Party with clients, customers, investors or other third parties (including, without limitation, using the Materials in a manner that results in any of such clients, customers, investors or other third parties terminating, reducing or failing to renew or expand their business relationships with Discloser or any Protected Party).

Confidentiality and Restrictions on Use. 2.1 Recipient agrees that all Materials will be deemed confidential and used solely for the Limited Purpose. Recipient and its Affiliates, partners, representatives, agents, employees, officers, directors, managers, members, legal and financial advisors and/or any and all persons directly or indirectly acting for or with Recipient (collectively, the “Representatives”) shall not at any time, directly or indirectly, publish, make known or in any manner disclose any Materials to any individual or entity for any other purpose, except with the express prior written consent of Discloser. Further, prior to disclosing any Materials to its Representatives, Recipient shall inform them of the confidential nature of the Materials and of the terms of this Agreement and require them to abide by all the terms included herein. Recipient shall promptly notify Discloser of any unauthorized release, disclosure or use of the Materials. Without limiting the foregoing or any other provision hereof, Recipient expressly covenants and agrees that neither it nor any Representative (it being agreed that Recipient will expressly instruct any Representative before entry onto any of the Property) will discuss any potential sale or transaction with any personnel on site at the Property when conducting any inspections or onsite visits, it being agreed that Recipient or any Representative shall respond to any inquiries by saying that they are investigating the Property in connection with a proposed transaction (but shall not mention a sale transaction). 2.2 If Recipient or any of its Representatives is requested or required to disclose any Materials in connection with any legal, judicial, regulatory or administrative proceeding or investigation (including in connection with any pre-trial discovery), Recipient shall notify Discloser promptly of the existence, terms and circumstances surrounding such a request or requirement so that Discloser or the applicable Protected Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If Discloser or the applicable Protected Party elects to seek a protective order or otherwise challenge the disclosure request, Recipient agrees to cooperate at no cost to Recipient (and to cause each of its Representatives to cooperate at no cost to such Representatives) to the extent legally permissible regarding the timing and content of such disclosure. If Recipient or any of its Representatives is nonetheless compelled or required by governmental authority, agency or regulation to disclose any such Materials, Recipient may disclose such Materials to the extent and as compelled or required without liability hereunder so long as (i) Recipient provides Discloser with written notice of the Materials or matter to be disclosed as far in advance of its disclosure if and as is practicable, and (ii) Recipient uses its reasonable efforts to obtain (and to cause its Representatives to use reasonable efforts obtain) assurances that confidential treatment will be accorded to such Materials. 2.3 Recipient shall use the Materials only for the Limited Purpose. At no time shall Recipient use the Materials for any other purpose, for the benefit of itself or any third party, or in any manner adverse to, or to the detriment of, Discloser or any Protected Party, including, without limitation, using the Materials in a manner (i) that would be in direct or indirect competition with the business activities of Discloser or any Protected Party, or (ii) that would be adverse to the business relationships of Discloser or any Protected Party with clients, customers, investors or other third parties (including, without limitation, using the Materials in a manner that results in any of such clients, customers, investors or other third parties terminating, reducing or failing to renew or expand their business relationships with Discloser or any Protected Party).

Confidentiality and Restrictions on Use. 2.1 Recipient agrees that The receiving party acknowledges the economic value to the disclosing party of all Materials will be deemed confidential and used solely Confidential Information. With respect to Confidential Information, the recipient shall: (a) use Confidential Information only for the Limited Purpose. Recipient Permitted Use; (b) restrict disclosure of (i) Confidential Information; (ii) the fact that Confidential Information is being disclosed by or to either party; and its Affiliates(iii) the fact that discussions, partnersproposals, representatives, agents, employees, officers, directors, managers, members, legal meetings and/or work in connection with the Permitted Use are taking place; solely to those employees and financial advisors and/or any and all persons directly or indirectly acting for or with Recipient agents of such party (collectively, the “RepresentativesEmployee(s)”) shall with a “need to know” (but only after first informing the Employees of the obligation of confidentiality pursuant to this Agreement) and not at any time, directly or indirectly, publish, make known or in any manner disclose any Materials it to any individual other person or entity for any other purpose, except with without the express prior written consent of Discloser. Further, prior to the disclosing any Materials to its Representatives, Recipient shall inform them party; (c) make only the number of copies of the Confidential Information necessary to disseminate the information to those Employees who are entitled to have access to it, and ensure that all confidentiality and proprietary notices and legends affixed to or set forth on Confidential Information are reproduced in full on such copies; (d) safeguard Confidential Information with the same degree of care to avoid unauthorized disclosure as recipient uses to protect its own confidential and private information of a similar nature (but in no event less than a reasonable degree of care); (e) notify the Materials and disclosing party immediately upon discovery of the terms any suspected or actual unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the receiving party, and require them cooperate with the disclosing party in every reasonable way to abide by all help the terms included herein. Recipient shall promptly notify Discloser of any unauthorized release, disclosure or use disclosing party regain possession of the Materials.Confidential Information and prevent its further use or disclosure; and 2.2 If Recipient (f) not make, or permit to be made by any of its Representatives is requested directors, officers, employees, representatives or required agents any public statement or press release regarding the Permitted Use or the fact that discussions, proposals, meetings and/or work with regard to disclose any Materials the Permitted Use are taking place without first consulting with the other party so that such public statement or press release may be jointly issued by the parties. No such public statement or press release shall be made or issued by either party unless and until jointly approved by both parties. For the purposes of this Agreement only, a “need to know” means that the Employee requires the Confidential Information in order to perform his or her responsibilities in connection with any legal, judicial, regulatory or administrative proceeding or investigation (including in connection with any pre-trial discovery), Recipient shall notify Discloser promptly the Permitted Use. Each of the existence, terms and circumstances surrounding such a request or requirement so that Discloser or the applicable Protected Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions parties shall be responsible for any breach of this Agreement. If Discloser or the applicable Protected Party elects to seek a protective order or otherwise challenge the disclosure request, Recipient agrees to cooperate at no cost to Recipient (and to cause each of Agreement by its Representatives to cooperate at no cost to such Representatives) to the extent legally permissible regarding the timing and content of such disclosure. If Recipient or any of its Representatives is nonetheless compelled or required by governmental authority, agency or regulation to disclose any such Materials, Recipient may disclose such Materials to the extent and as compelled or required without liability hereunder so long as (i) Recipient provides Discloser with written notice of the Materials or matter to be disclosed as far in advance of its disclosure if and as is practicable, and (ii) Recipient uses its reasonable efforts to obtain (and to cause its Representatives to use reasonable efforts obtain) assurances that confidential treatment will be accorded to such MaterialsEmployees. 2.3 Recipient shall use the Materials only for the Limited Purpose. At no time shall Recipient use the Materials for any other purpose, for the benefit of itself or any third party, or in any manner adverse to, or to the detriment of, Discloser or any Protected Party, including, without limitation, using the Materials in a manner (i) that would be in direct or indirect competition with the business activities of Discloser or any Protected Party, or (ii) that would be adverse to the business relationships of Discloser or any Protected Party with clients, customers, investors or other third parties (including, without limitation, using the Materials in a manner that results in any of such clients, customers, investors or other third parties terminating, reducing or failing to renew or expand their business relationships with Discloser or any Protected Party).

Confidentiality and Restrictions on Use. 2.1 Recipient agrees that all Materials will be deemed confidential and used solely for the Limited Purpose. (a) Recipient and its Affiliates, partners, representatives, agents, employees, officers, directors, managers, members, legal and financial advisors members and/or any and all persons directly or indirectly acting for or with Recipient (collectively, the “Representatives”) shall not at any time, directly or indirectly, publish, make known or in any manner disclose any Materials to to, or permit any inspection or copying of confidential records by, any individual or entity for any other purpose, except with the express prior written consent of Discloser. FurtherRecipient agrees that all Materials will be deemed confidential and used solely for the Limited Purpose. Recipient further agrees to use all reasonable precautions necessary to preserve the confidentiality of the Materials, including, but not limited to (i) limiting access to such information to those Representatives who have a need to know such information and only for the Limited Purpose, and (ii) prior to disclosing any Materials to its Representatives, Recipient shall inform them of the confidential nature of the Materials and of the terms of this Agreement and require them to abide by all the terms included herein. Recipient shall promptly notify Discloser further agrees to be responsible for any breach of this Agreement by any of its Representatives. Notwithstanding anything to the contrary contained in this Agreement, prior to the disclosure by Recipient of any unauthorized releaseMaterials to the Client, disclosure or use of the MaterialsRecipient shall be required to have the Client execute the Joinder to this Agreement. 2.2 (b) If Recipient or any of its Representatives is are requested or required to disclose any Materials in connection with any legal, judicial, regulatory legal or administrative proceeding or investigation (including in connection with any pre-trial discovery)investigation, Recipient shall notify Discloser promptly of the existence, terms and circumstances surrounding such a request or requirement so that Discloser or the applicable Protected Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If Discloser or the applicable Protected Party elects to seek a protective order or otherwise challenge the disclosure request, Recipient agrees to cooperate at no cost to Recipient (and to cause each of its Representatives to cooperate at no cost to such Representatives) to the extent legally permissible regarding the timing and content of such disclosure. If Recipient or any of its Representatives is nonetheless compelled or required by governmental authority, agency or regulation to disclose any such Materials, Recipient may disclose such Materials to the extent and as compelled or required without liability hereunder so long as (i) Recipient provides Discloser with written notice of the Materials or matter to be disclosed as far in advance of its disclosure if and as is practicable, and (ii) Recipient uses its reasonable efforts to obtain (and to cause its Representatives to use reasonable efforts obtain) assurances that confidential treatment will be accorded to such Materials. 2.3 (c) Recipient shall use the Materials only for the Limited Purpose. At no time shall Recipient use the Materials for any other purpose, for the benefit of itself or any third party, or in any manner adverse to, or to the detriment of, Discloser or any Protected PartyDiscloser, including, without limitation, using the Materials in a manner (i) that would be in direct or indirect competition with the business activities of Discloser or any Protected PartyDiscloser, or (ii) that would be adverse to the business relationships of a Discloser (or any Protected Party of them) with clients, customers, investors tenants, partners, lenders or other third parties (including, without limitation, using the Materials in a manner that results in any of such clients, customers, investors tenants, partners, lenders or other third parties terminating, reducing or failing to renew or expand their business relationships with Discloser or any Protected PartyDiscloser). (d) Recipient further agrees that it shall not create derivative works based on the Materials, or otherwise use, embed or incorporate the Materials into current or future product or service offerings of Recipient. (e) Recipient acknowledges that Discloser is a public company, that some or all of the Materials provided pursuant to this Agreement may constitute material non-public information regarding Discloser and that applicable federal securities laws prohibit trading in the securities of public companies while in possession of material non-public information.