Common use of Non-Disclosure and Use of Confidential Information Clause in Contracts

Non-Disclosure and Use of Confidential Information. (a) The Reviewer agrees that, except as specifically set forth below, all Confidential Information shall be used by the Reviewer solely for the purpose stated in Section 1 hereof. The Reviewer further agrees not to disclose any of the Confidential Information without the prior written consent of the Owner, which consent can be arbitrarily withheld, to any third party (including, without limitation, any member of the brokerage community and/or the print or electronic media, whether “on” or “off” the record) other than to (i) if Reviewer is a corporation or partnership, its officers, directors, shareholders or partners (as the case may be), and (ii) Reviewer's attorneys, accountants and financial advisors (collectively, the "Representatives"), in each case who (i) have a need to know the Confidential Information for the purpose stated in Section 1 hereof and (ii) have entered into an agreement with the Owner in the form of this Agreement prior to being delivered or disclosed any Confidential Information. (b) The term "Confidential Information" shall not include (i) information which is required to be disclosed by law or by regulatory or judicial process, except such information which may be subject to a protective order or other similar court order, or (ii) information which is known to the Reviewer prior to Reviewer’s execution of this Agreement from non-Owner sources and which is not known to Reviewer to be subject to any confidentiality obligations to Owner, provided the general nature of such information is disclosed to Owner; or (iii) information which is generally available to the public other than as a result of a disclosure by Reviewer. (c) In the event the Reviewer or any of its Representatives fails in any respect to comply with its representations, warranties, covenants or obligations under this Agreement, the Owner may, in its sole discretion, refuse to consider an offer or bid from the Reviewer for the Property or to allow the Reviewer to continue to conduct due diligence on the Property offered for sale by the Owner. The foregoing right shall be in addition to, and does not preclude the exercise of, any other right, power or remedy available to the Owner under this Agreement or at law or in equity, including, without limitation, the right of the Owner to apply to any court of competent jurisdiction for a temporary or permanent injunction or other appropriate decree of specific performance (without any bond or other security being required or posted) in order to enjoin any breach or threatened breach of this Agreement. No forbearance, failure or delay in exercising any such right, power or remedy shall operate as a waiver thereof or preclude its further exercise. Further, the Reviewer shall be liable to Owner for all damages (including but not limited to diminution of value in the Property as a direct or indirect result of improper disclosure by Reviewer or its Representatives), liabilities, costs and expenses for breach of this Agreement.

Non-Disclosure and Use of Confidential Information. (a) The Reviewer agrees that, except as specifically set forth below, : (i) all Confidential Information shall be used by the Reviewer solely for the purpose purposes stated in Section 1 hereof. The 2; and (ii) Reviewer further agrees shall not to disclose any of the Confidential Information to any third party without the prior written consent of Owner other than disclosure to its employees, officers, directors, agents and representatives, including attorneys, accountants and financial advisors (collectively the "Representatives"), in each case who have a need to know the Confidential Information in connection with the Proposed Transaction. Reviewer shall be liable for the breach of this Agreement by its Representatives. Reviewer and its Representatives will not (except in compliance with paragraph 3(b) below) disclose to any person the fact that the Confidential Information exists or has been made available to Reviewer, that Reviewer is analyzing the Proposed Transaction, or that discussions or negotiations are taking or have taken place concerning the Proposed Transaction. Except for copies made available to its Representatives, the Reviewer agrees to refrain from making any reproductions, other than handwritten summaries or notes and self-generated computer records, of any item of Confidential Information without the prior written consent of the Owner, which consent can be arbitrarily withheld, to any third party (including, without limitation, any member of the brokerage community and/or the print or electronic media, whether “on” or “off” the record) other than to (i) if Reviewer is a corporation or partnership, its officers, directors, shareholders or partners (as the case may be), and (ii) Reviewer's attorneys, accountants and financial advisors (collectively, the "Representatives"), in each case who (i) have a need to know the Confidential Information for the purpose stated in Section 1 hereof and (ii) have entered into an agreement with the Owner in the form of this Agreement prior to being delivered or disclosed any Confidential Information. (b) The term "Confidential Information" shall not include (i) information which is required to be disclosed by law or by regulatory or judicial process, except such information which may be subject to a protective order or other similar court order, or (ii) information which is known to the Reviewer prior to Reviewer’s execution of this Agreement from non-Owner sources and which is not known to Reviewer to be subject to any confidentiality obligations to Owner, provided the general nature of such information is disclosed to Owner; or (iii) information which is generally available to the public other than as a result of a disclosure by Reviewer. (c) In the event the that Reviewer or any of its Representatives fails in any respect are required by applicable law or legal process to comply with its representationsdisclose the Confidential Information, warranties, covenants or obligations under this Agreement, Reviewer will notify the Owner maypromptly so that the Owner may seek a protective order or other appropriate remedy or, in its the Owner' sole discretion, refuse to consider an offer or bid from waive compliance with the Reviewer for the Property or to allow the Reviewer to continue to conduct due diligence on the Property offered for sale by the Owner. The foregoing right shall be in addition to, and does not preclude the exercise of, any other right, power or remedy available to the Owner under this Agreement or at law or in equity, including, without limitation, the right of the Owner to apply to any court of competent jurisdiction for a temporary or permanent injunction or other appropriate decree of specific performance (without any bond or other security being required or posted) in order to enjoin any breach or threatened breach terms of this Agreement. No forbearanceIn the event that no such protective order or other remedy is obtained, failure or delay in exercising any such right, power or remedy shall operate as a waiver thereof or preclude its further exercise. Further, that the Reviewer shall be liable to Owner for all damages (including but not limited to diminution of value in waives compliance with the Property as a direct or indirect result of improper disclosure by Reviewer or its Representatives), liabilities, costs and expenses for breach terms of this Agreement, Reviewer will furnish only that portion of the Confidential Information which Reviewer is advised by counsel is legally required and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. (c) Reviewer agrees that, without the prior written consent of the Owner, Reviewer shall not, directly or indirectly: (i) use any Confidential Information to compete with the Owner, (ii) initiate any business or transactional relationships that bypass the Owner with any third party with respect to the Project, (iii) interfere with, circumvent or attempt to circumvent, avoid, by-pass, or obviate the Owner’s business interests or the relationship between the Owner and such third parties with respect to the Project, or otherwise directly or indirectly obtain rights or access directly to any ongoing or future transaction with respect to the Project, or (iv) solicit, induce and/or secure a business arrangement or agreement with any third party with respect to the Project.

Non-Disclosure and Use of Confidential Information. (a) The Reviewer agrees that, except as specifically set forth below, that all Confidential Information shall be used by the Reviewer solely for the purpose stated in Section 1 hereof2 and shall be treated by the Reviewer and its Representatives as strictly confidential. The Reviewer further agrees not to disclose disclose, directly or indirectly, any of the Confidential Information to any third party without the prior written consent of the OwnerProvider, which consent can be arbitrarily withheld, to any third party (including, without limitation, any member of the brokerage community and/or the print or electronic media, whether “on” or “off” the record) other than to the following (collectively, the "REPRESENTATIVES"): (i) if Reviewer is a corporation or partnership, its officers, the Reviewer's directors, shareholders or partners officer and employees (as the case may beincluding those of its affiliates), and (ii) the Reviewer's attorneys, accountants and financial advisors (collectively, the "Representatives"), advisors; in each case only to those persons who (i) have a need to know the Confidential Information for the purpose stated in Section 1 hereof 2. The Reviewer shall inform each of its Representatives prior to such Representative receiving any of the Confidential Information of the requirements of this Agreement, and (ii) have entered into an agreement with the Owner in the form Reviewer shall be liable for any breach of this Agreement prior to being delivered or disclosed any Confidential Informationby its Representatives. (b) The term "Confidential Information" shall not include Neither party will (i) information which is except as required to be disclosed by law applicable law, regulation or by regulatory or judicial legal process, except such information which may be subject and only after compliance with paragraph 3(c) below), without the prior written consent of the other Party, disclose to a protective order any person the fact that the Confidential Information exists or has been made available, that the Parties are considering the Transaction or any other transaction involving the Parties, or that discussions or negotiations are taking or have taken place concerning the Transaction or involving the Parties or any term, condition or other similar court order, or (ii) information which is known fact relating to the Reviewer prior to Reviewer’s execution of this Agreement from non-Owner sources and which is not known to Reviewer to be subject to any confidentiality obligations to Owner, provided the general nature of Transaction or such information is disclosed to Owner; discussions or (iii) information which is generally available to the public other than as a result of a disclosure by Reviewer. (c) In the event the Reviewer or any of its Representatives fails in any respect to comply with its representations, warranties, covenants or obligations under this Agreement, the Owner may, in its sole discretion, refuse to consider an offer or bid from the Reviewer for the Property or to allow the Reviewer to continue to conduct due diligence on the Property offered for sale by the Owner. The foregoing right shall be in addition to, and does not preclude the exercise of, any other right, power or remedy available to the Owner under this Agreement or at law or in equitynegotiations, including, without limitation, the right status thereof. (c) If the Reviewer or its Representatives are required under the terms of the Owner to apply to any a valid and effective subpoena or order issued by a court of competent jurisdiction for or by a temporary or permanent injunction or other appropriate decree of specific performance (without governmental body to disclose any bond or other security being required or posted) in order to enjoin any breach or threatened breach of this Agreement. No forbearance, failure or delay in exercising any such right, power or remedy shall operate as a waiver thereof or preclude its further exercise. FurtherConfidential Information, the Reviewer shall be liable to Owner for all damages (including but not limited to diminution do so without first giving the Provider written notice of value in such request(s) so that the Property as a direct Provider may seek an appropriate protective order or indirect result other confidential treatment of improper disclosure by Reviewer or its Representatives), liabilities, costs and expenses for breach of this Agreementthe Confidential Information.

Non-Disclosure and Use of Confidential Information. (a) The Reviewer agrees that, except as specifically set forth below, all Confidential Information shall be used by the Reviewer solely for the purpose stated in Section 1 hereof. The Reviewer further agrees not to disclose any of the Confidential Information without the prior written consent of the Owner, which consent can be arbitrarily withheld, to any third party (including, without limitation, any member of the brokerage community and/or the print or electronic media, whether “on” or “off” the record) other than to (i) if Reviewer is a corporation or partnership, its officers, directors, shareholders or partners (as the case may be), and (ii) Reviewer's ’s attorneys, accountants and financial advisors (collectively, the "“Representatives"”), in each case who (i) have a need to know the Confidential Information for the purpose stated in Section 1 hereof and (ii) have entered into an agreement with the Owner in the form of this Agreement prior to being delivered or disclosed any Confidential Information. . (b) The term "“Confidential Information" ” shall not include (i) information which is required to be disclosed by law or by regulatory or judicial processprocess (in which case Reviewer shall inform Owner prior to such legally required disclosure giving Owner a reasonable opportunity to seek a court order to stop such disclosure), except such information which may be subject to a protective order or other similar court order, or (ii) information which is known to the Reviewer prior to Reviewer’s execution of this Agreement from non-Owner non‐Owner sources and which is not known to Reviewer to be subject to any confidentiality obligations to Owner, provided the general nature of such information is disclosed to Owner; or (iii) information which is generally available to the public other than as a result of a disclosure by Reviewer. (c) In the event the Reviewer or any of its Representatives fails in any respect to comply with its representations, warranties, covenants or obligations under this Agreement, the Owner may, in its sole discretion, refuse to consider an offer or bid from the Reviewer for the Property or to allow the Reviewer to continue to conduct due diligence on the Property offered for sale by the Owner. The foregoing right shall be in addition to, and does not preclude the exercise of, any other right, power or remedy available to the Owner under this Agreement or at law or in equity, including, without limitation, the right of the Owner to apply to any court of competent jurisdiction for a temporary or permanent injunction or other appropriate decree of specific performance (without any bond or other security being required or posted) in order to enjoin any breach or threatened breach of this Agreement. No forbearance, failure or delay in exercising any such right, power or remedy shall operate as a waiver thereof or preclude its further exercise. Further, the Reviewer shall be liable to Owner for all damages (including but not limited to diminution of value in the Property as a direct or indirect result of improper disclosure by Reviewer or its Representatives), liabilities, costs and expenses for breach of this Agreement.

Non-Disclosure and Use of Confidential Information. (a) The Reviewer agrees that, except as specifically set forth below, all Confidential Information shall be used by the Reviewer solely for the purpose stated in Section 1 hereof. The Reviewer further agrees not to disclose any of the Confidential Information without the prior written consent of the Owner, which consent can be arbitrarily withheld, to any third party (including, without limitation, any member of the brokerage community and/or the print or electronic media, whether “"on” " or “"off” ' the record) other than to (i) if Reviewer is a corporation or partnership, its officers, directors, shareholders or partners (as the case may be), and (ii) Reviewer's attorneys, accountants and financial advisors (collectively, the "Representatives"), in each case who (i) have a need to know the Confidential Information for the purpose stated in in, Section 1 hereof and (ii) have entered into an agreement with the Owner in the form of this Agreement prior to being delivered or disclosed any Confidential Information. (b) The term "Confidential Information" shall not include (i) information which is required to be disclosed by law or by regulatory or judicial process, except such information which may be subject to a protective order or other similar court order, or (ii) information which is demonstrably known to the Reviewer prior to Reviewer’s 's execution of this Agreement from non-Owner sources and which is not known to Reviewer to be subject to any confidentiality obligations to Owner, provided the general nature of such information is disclosed to Owner; or (iii) information which is generally available to the public other than as a result of a disclosure by Reviewer. (c) In the event the Reviewer or any of its Representatives fails in any respect to comply with its representations, warranties, covenants or obligations under this Agreement, the Owner may, in its sole discretion, refuse to consider an offer or bid from the Reviewer for the Property or to allow the Reviewer to continue to conduct due diligence on the Property offered for sale by the Owner. The foregoing right shall be in addition to, and does not preclude the exercise of, any other right, power or remedy available to the Owner under this Agreement or at law or in equity, including, without limitation, the right of the Owner to apply to any court of competent jurisdiction for a temporary or permanent injunction or other appropriate decree of specific performance (without any bond or other security being required or posted) in order to enjoin any breach or threatened breach of this Agreement. No forbearance, failure or delay in exercising any such right, power or remedy shall operate as a waiver thereof or preclude its further exercise. Further, the Reviewer shall be liable to Owner for all damages (including but not limited to diminution of value in the Property as a direct or indirect result of improper disclosure by Reviewer or its Representatives), liabilities, costs and expenses for breach of this Agreement.

Non-Disclosure and Use of Confidential Information. 2.1 The Offeror shall: (a) The Reviewer agrees thattreat, except as specifically set forth belowand cause and ensure that all of its Representatives to whom Confidential Information and Transaction Information is disclosed treat, any and all Confidential Information and Transaction Information as secret and strictly confidential and otherwise in accordance with the provisions of this Agreement, and consequently not disclose any Confidential Information or Transaction Information to any third party, provided, however, that the Offeror may disclose Confidential Information and Transaction Information to its Representatives to the extent such disclosure is necessary for the Offeror to be able to evaluate and negotiate the contemplated Offer (it being understood that the number of persons receiving Confidential Information and Transaction Information shall be used by the Reviewer solely for the purpose stated in Section 1 hereof. The Reviewer further agrees kept to a minimum); (b) not make use of, and cause and ensure that any of its Representatives to disclose whom Confidential Information is disclosed will not make use of, any part of the Confidential Information without for any other purpose than the prior written consent contemplated Offer; (c) instruct each of its Representatives to whom Confidential Information and Transaction Information is disclosed in accordance with Section 2.1(a) of the Owner, which consent can be arbitrarily withheld, to any third party (including, without limitation, any member confidential nature of the brokerage community and/or the print or electronic media, whether “on” or “off” the record) other than to (i) if Reviewer is a corporation or partnership, its officers, directors, shareholders or partners (as the case may be), and (ii) Reviewer's attorneys, accountants and financial advisors (collectively, the "Representatives"), in each case who (i) have a need to know the Confidential Information for and Transaction Information and the purpose stated restrictions set forth in Section 1 hereof and (ii) have entered into an agreement with the Owner in the form of this Agreement prior to being delivered any such disclosure; and (d) be responsible for any disclosure or disclosed use of the Confidential Information or Transaction Information by the Offeror or its Representatives that does not comply with the terms of this Agreement. 2.2 The obligations of the Offeror and its Representatives under Section 2.1 will not restrict the use or disclosure of Confidential Information by the Offeror or its Representatives to the extent that the Offeror demonstrates that: (a) such Confidential Information was already lawfully and other than by reason of any Confidential Information.breach of this Agreement in the possession of the Offeror (as evidenced by written or electronic records of the Offeror) at the time of its disclosure to the Offeror or any of its Representatives by the Company or any of its Representatives and was not, to the knowledge of the Offeror or its Representatives, obtained through a source subject to any other confidentiality undertaking to the Company; (b) such Confidential Information is or becomes generally publicly available other than as a result of its unauthorised disclosure by the Offeror or its Representatives; (c) such Confidential Information becomes available to it or its Representatives lawfully and independently from a source that was not, to the knowledge of the Offeror or its Representatives, subject to any other confidentiality undertaking to the Company; or (d) such information is independently developed by employees of the Offeror. It is expressly acknowledged and agreed to by the Offeror that the fact that discussions between the Offeror and the Company may take place, are taking place and/or have taken place is not information that falls within this Section 2.2. 2.3 The term "Confidential Company shall: (a) treat, and cause and ensure that all of its Representatives to whom such information is disclosed treat, the Transaction Information as secret and strictly confidential and otherwise in accordance with the provisions of this Agreement, and consequently not disclose any Transaction Information to any third party, provided, however, that the Company may disclose such information to its Representatives to the extent such disclosure is necessary for the Company to be able to evaluate and negotiate the contemplated Offer (it being understood that the number of persons receiving such information shall be kept to a minimum); (b) instruct each of its Representatives to whom Transaction Information is disclosed in accordance with Section 2.3(a) of the confidential nature of the Transaction Information" , and the restrictions set forth in this Agreement prior to any such disclosure; (c) be responsible for any disclosure of the Transaction Information by the Company or its Representatives that does not comply with the terms of this Agreement; and (d) comply, with respect to such Transaction Information, with the same confidentiality measures as set out for the Offeror in Sections 3 and 12 hereof. 2.4 This Agreement shall not include (i) information which prohibit the Offeror from disclosing Confidential Information or either Party from disclosing the Transaction Information that is required to be disclosed by mandatory provisions of law or rules, by the order of any court or other competent tribunal or regulatory authority of competent jurisdiction or judicial processby the rules and regulations of any stock exchange on which its shares or other securities are listed, except provided that the disclosing Party shall to the extent legally permissible provide the other Party with prompt written notification prior to any disclosure of the circumstances of the required disclosure and of the information that the other Party (or its Representative, as applicable) proposes to be disclosed, in order to enable the other Party to evaluate and contest such information which may be subject to disclosure or seek a protective order or other similar court orderappropriate remedy in that connection, and if so requested, assist the other Party in seeking such order or (ii) information which is known remedy, and to the Reviewer prior extent that no such protective order or remedy is obtained, disclose only that portion of Confidential Information or Transaction Information and only to Reviewer’s execution the authority and in the manner that is required under law or the relevant order of the court or other competent tribunal as set out above, and use its reasonable best efforts to ensure continued confidential treatment for the Confidential Information or Transaction Information so disclosed. Notwithstanding any disclosure pursuant to this Section 2.4, the disclosing Party and its Representatives will continue to be bound by this Agreement from non-Owner sources and which is not known to Reviewer to be subject to any confidentiality obligations to Owner, provided the general nature of such information is disclosed to Owner; or (iii) information which is generally available with respect to the public other than as a result information disclosed pursuant to this Section 2.4 For the avoidance of a disclosure by Reviewer. (c) In the event the Reviewer or any of its Representatives fails in any respect to comply with its representations, warranties, covenants or obligations under this Agreementdoubt, the Owner may, in its sole discretion, refuse to consider an offer or bid from the Reviewer for the Property or to allow the Reviewer to continue to conduct due diligence on the Property offered for sale by the Owner. The foregoing right shall be in addition to, costs and does not preclude the exercise of, any other right, power or remedy available to the Owner under this Agreement or at law or in equity, including, without limitation, the right of the Owner to apply to any court of competent jurisdiction for expenses associated with requesting a temporary or permanent injunction protective order or other appropriate decree of specific performance (without any bond or other security being required or posted) remedy in order to enjoin any breach or threatened breach of accordance with this Agreement. No forbearance, failure or delay in exercising any such right, power or remedy shall operate as a waiver thereof or preclude its further exercise. Further, the Reviewer Section 2.4 shall be liable to Owner for all damages (including but not limited to diminution of value in borne by the Property as a direct Party requesting such protective order or indirect result of improper disclosure by Reviewer or its Representatives), liabilities, costs and expenses for breach of this Agreementremedy.