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

Non-Disclosure and Use of Confidential Information. Receiving Party acknowledges and recognizes that it will have access to and become acquainted with Confidential Information in connection with the discussions contemplated hereunder. Receiving Party agrees that, during the Term (defined below), Receiving Party may only use, and shall only permit its Representatives to use, the Confidential Information for purposes of evaluating, negotiating, consummating and developing the Transaction with FSP, and except as permitted by this Agreement, shall not disclose any Confidential Information to any third party that is not one of Receiving Party’s Representatives. “Representatives” shall mean Receiving Party’s employees, directors, officers, partners, members, agents, contractors, advisors, lenders, financial partners, accountants, brokers, prospective purchasers, prospective and existing lenders, tax advisors, attorneys and other representatives who are actively and directly participating in the Transaction or who otherwise have a need to know the Confidential Information. Receiving Party further agrees to be responsible for the actual damages to FSP caused by any breach of this Agreement by any Representatives. Receiving Party acknowledges that FSP is a wholly-owned subsidiary of Franklin Street Properties Corp., which is a public reporting company with the United States Securities and Exchange Commission. Receiving Party acknowledges that it is aware that the United States and other applicable securities laws prohibit any person who is in possession of material, non-public information about a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities on the basis of such material, non-public information.