Common use of Proprietary Information; Confidentiality Clause in Contracts

Proprietary Information; Confidentiality. Seller shall treat all information furnished by RIVERSIDE in connection with this Order as confidential and shall not disclose or use any such information for any purpose, other than performance of this Order, without the express written permission of RIVERSIDE. For purposes of this Section 15, the term “information” shall include business plans, network architecture, system architecture and equipment, designs, engineering data, patterns, drawings, specifications, instructions or other technical or proprietary information, and information which will become the property of RIVERSIDE hereunder, and any and all derivative works thereof or thereto. Upon completion or termination of this Order, Seller shall return all such information to RIVERSIDE. Notwithstanding the foregoing, Seller shall have the right to make limited disclosure of the terms of this Order to its affiliates and its and their Representatives, where necessary to enable Seller to perform its obligations and exercise its rights hereunder, provided that all such persons and entities to whom disclosure is made shall first agree, in writing, to abide by this Section 15. Seller shall be primarily liable for any breach of this Section 15 by persons or entities to whom Seller makes such disclosure. Seller shall not issue any press release or make any other public disclosure with respect to the existence or terms of this Order, or any other business arrangement between RIVERSIDE and Seller, or use the name or any trademarks, service marks, designs or logos of RIVERSIDE, without the prior written consent of RIVERSIDE, except to the extent (and solely to the minimum extent) that disclosure is necessary for legal or governmental proceedings. Any confidentiality obligations of RIVERSIDE, its affiliates, or their respective Representatives shall be pursuant only to a separate written agreement.

Proprietary Information; Confidentiality. Seller Purchaser acknowledges that the Property Documents are and shall treat all information furnished by RIVERSIDE in connection with this Order as remain proprietary and confidential and will be delivered to Purchaser solely to assist Purchaser in evaluating the Property. The term confidential or proprietary information does not include any information that Purchaser can reasonably establish (i) at the time of disclosure or thereafter is available to the public other than as a result of a disclosure by Purchaser or its representatives, (ii) is already in Purchaser’s possession or becomes available to Purchaser on a non-confidential basis from a source other than Seller or its representatives, provided that, such source is not known to Purchaser after reasonable inquiry to be bound by an obligation of confidentiality to Seller or its affiliates or otherwise prohibited from transmitting the information to Purchaser by a contractual, legal or fiduciary obligation, or (iii) has been independently developed by Purchaser or its representatives without reference to or reliance upon the confidential or proprietary information and without otherwise violating your obligations hereunder. Purchaser shall not disclose the contents to any person other than to those persons who are responsible for evaluating Purchaser’s acquisition or use any financing of the Property, including Purchaser’s investors, and those who have agreed to preserve the confidentiality of such information for any purposeas required hereby (collectively, other than performance of this Order, without the express written permission of RIVERSIDE. For purposes of this Section 15, the term “information” shall include business plans, network architecture, system architecture and equipment, designs, engineering data, patterns, drawings, specifications, instructions or other technical or proprietary information, and information which will become the property of RIVERSIDE hereunder, and any and all derivative works thereof or thereto. Upon completion or termination of this Order, Seller shall return all such information to RIVERSIDEPermitted Outside Parties”). Notwithstanding the foregoing, Purchaser may disclose such contents as (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial order, subpoena or demand issued by a court of competent jurisdiction (but will first give Seller shall have the right to make limited disclosure written notice of the terms requirement and will cooperate with Seller so that Seller, at its expense, may seek an appropriate protective order and, in the absence of this Order to its affiliates and its and their Representativesa protective order, where Purchaser may disclose only such content as may be necessary to enable Seller avoid any penalty, sanction, or other material adverse consequence, and Purchaser will use reasonable efforts to perform its obligations secure confidential treatment of any such content so disclosed). Purchaser shall not divulge the contents of the Property Documents and exercise its rights hereunder, provided that all such persons and entities to whom disclosure is made shall first agree, other information except in writing, to abide by strict accordance with the standards set forth in this Section 154.5. Seller shall be primarily liable for any breach of this Section 15 by persons or entities In permitting Purchaser to whom Seller makes such disclosure. Seller shall not issue any press release or make any other public disclosure with respect to review the existence or terms of this Order, Property Documents or any other business arrangement between RIVERSIDE information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third-party benefits or relationships of any kind, either express or implied, have been offered, intended or created. Purchaser’s obligations under this Section 4.5 shall survive the termination of this Agreement for a period of one (1) year but shall not survive Closing. Notwithstanding anything in this Agreement to the contrary, any confidentiality obligations or liabilities of Purchaser to Seller, or use the name or any trademarks, service marks, designs or logos of RIVERSIDE, without the prior written consent of RIVERSIDE, except to the extent shall automatically terminate (and solely to the minimum extentnot survive) that disclosure is necessary for legal or governmental proceedings. Any confidentiality obligations of RIVERSIDE, its affiliates, or their respective Representatives shall be pursuant only to a separate written agreementupon Closing.

Proprietary Information; Confidentiality. 7.1. Merchandise to be furnished to Buyer’s patterns, specification, designs, or drawings shall not be furnished to or quoted to any other person or concern. Such patterns, specifications, and drawings shall be confidential, shall remain Buyer’s property and shall be returned to Buyer immediately upon request. 7.2. Seller shall treat all information furnished by RIVERSIDE not, except with the prior written consent of Buyer, in connection with this Order as confidential and shall not disclose any manner advertise or publish the fact that Seller has contracted to furnish to Buyer the goods or services herein ordered, or use any such information for any purpose, other than performance trademarks or trade names of Buyer in Seller’s advertising or promotional materials. In the event of Seller’s breach of this Orderprovision, without the express written permission of RIVERSIDE. For purposes of this Section 15, the term “information” shall include business plans, network architecture, system architecture and equipment, designs, engineering data, patterns, drawings, specifications, instructions or other technical or proprietary information, and information which will become the property of RIVERSIDE hereunder, and any and all derivative works thereof or thereto. Upon completion or termination of this Order, Seller shall return all such information to RIVERSIDE. Notwithstanding the foregoing, Seller Buyer shall have the right to cancel the undelivered portion of any goods or services covered by this and any other Agreement, shall not be required to make further payments, except for conforming goods delivered or conforming services rendered prior to cancellation, and shall have the remedies of injunctive relief and/or damages as well as any other remedies provided by law. 7.3. Without limiting the forgoing, and in addition confidentiality and nondisclosure requirements referenced on or through the purchase order or other similar document or otherwise agreed by the parties, confidential information shall include, but is not limited disclosure of to: business plans, marketing plans and procedures, strategies, proposals and budgets, financial information and forecasts, personal information, and other information that constitutes proprietary or trade secret information belonging to the terms of this Order Buyer or otherwise provided or made available by the Buyer or its representatives. Seller agrees to its affiliates hold all confidential information in confidence and its and their Representatives, where necessary not to enable Seller use such information for any purpose other than to perform its obligations and exercise its rights hereunder, provided that all such persons and entities pursuant to whom disclosure is made shall first agree, in writing, to abide by this Section 15Agreement. Seller shall be primarily liable for any breach treat all confidential information with at least the same degree of this Section 15 by persons or entities to whom Seller makes such disclosurecare as it accords its own confidential information, and in no event less than a standard of reasonable care. Seller shall not issue and shall cause its suppliers and subcontractors to have and adhere to commercially reasonable written information security guidelines, and Seller shall notify Buyer promptly under the circumstances, however no later than the first of (i) as required by law; or (ii) two (2) business days after discovering such event, of any press release unauthorized access or make any other public disclosure breach of system security, unauthorized access of Buyer confidential information or misuse of Buyer confidential information by an employee, agent, supplier or subcontractor with respect access to such information, and Seller agrees to take all actions reasonable under the existence or terms of this Order, or any other business arrangement between RIVERSIDE and Seller, or use the name or any trademarks, service marks, designs or logos of RIVERSIDE, without the prior written consent of RIVERSIDE, except circumstances necessary to the extent (and solely immediately prevent continued risk exposure to the minimum extent) that disclosure is necessary for legal or governmental proceedings. Any confidentiality obligations of RIVERSIDE, its affiliates, or their respective Representatives shall be pursuant only to a separate written agreementsuch information.

Proprietary Information; Confidentiality. Seller shall treat all information furnished by RIVERSIDE in connection with this Order as Buyer acknowledges that the Property Documents are proprietary and confidential and will be delivered to Buyer or made available for Buyer’s review solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer shall not use the Property Documents for any purpose other than as set forth in the preceding sentence. Prior to the Closing, Buyer shall not disclose or use the contents of the Property Documents to any person other than as required by law and other than to those persons who are responsible for determining the feasibility of Buyer’s acquisition of the Property and who have agreed to preserve the confidentiality of such information for any purposeas required hereby (collectively, “Permitted Outside Parties”). Buyer shall not divulge the contents of the Property Documents and other than performance of this Order, without information except in strict accordance with the express written permission of RIVERSIDE. For purposes of confidentiality standards set forth in this Section 15, 4.8. In permitting Buyer to review the term “information” shall include business plans, network architecture, system architecture and equipment, designs, engineering data, patterns, drawings, specifications, instructions Property Documents or any other technical or proprietary information, and information which will become the property Seller has not waived any privilege or claim of RIVERSIDE hereunderconfidentiality with respect thereto, and no third party benefits or relationships of any and all derivative works thereof kind, either express or thereto. Upon completion implied, have been offered, intended or termination of this Order, Seller shall return all such information to RIVERSIDEcreated. Notwithstanding the foregoing, Seller nothing contained herein shall have the impair Buyer’s (or its permitted assignee’s) right to make limited disclose information relating to this Agreement or the Property (a) to any due diligence representatives and/or consultants that are engaged by, work for or are acting on behalf of, any securities dealers and/or broker dealers evaluating Buyer or its permitted assignees, (b) in connection with any filings (including any amendment or supplement to any S-11 filing) with governmental agencies (including the SEC) by any REIT holding an interest (direct or indirect) in any permitted assignee of Buyer, and (c) to any broker/dealers in the REIT’s broker/dealer network and any of the REIT’s investors. Buyer shall indemnify, defend and hold Seller, its partners, officers and directors harmless from any and all claims that may arise from Buyer’s (or its permitted assignee’s) disclosure of the terms of this Order such information to its affiliates and its and their Representatives, where necessary to enable Seller to perform its obligations and exercise its rights hereunder, provided that all such persons and entities to whom disclosure is made shall first agree, in writing, to abide by this Section 15. Seller shall be primarily liable for any breach of this Section 15 by persons or entities to whom Seller makes such disclosure. Seller shall not issue any press release or make any other public disclosure with respect to the existence or terms of this Order, or any other business arrangement between RIVERSIDE and Seller, or use the name or any trademarks, service marks, designs or logos of RIVERSIDE, without the prior written consent of RIVERSIDE, except third parties to the extent (and solely to a third party brings an action against Seller and/or Buyer concerning this Agreement or the minimum extent) that disclosure is necessary for legal Property by reason of a violation of federal or governmental proceedings. Any confidentiality obligations of RIVERSIDE, its affiliates, or their respective Representatives shall be pursuant only to a separate written agreementstate securities laws.

Proprietary Information; Confidentiality. Seller Purchaser acknowledges that the Property Documents are and shall treat all information furnished by RIVERSIDE in connection with this Order as remain proprietary and confidential and will be delivered to Purchaser solely to assist Purchaser in evaluating the Property. The term confidential or proprietary information does not include any information that Purchaser can reasonably establish (i) at the time of disclosure or thereafter is available to the public other than as a result of a disclosure by Purchaser or its representatives, (ii) is already in Purchaser’s possession or becomes available to Purchaser on a non-confidential basis from a source other than Seller or its representatives, provided that, such source is not known to Purchaser after reasonable inquiry to be bound by an obligation of confidentiality to Seller or its affiliates or otherwise prohibited from transmitting the information to Purchaser by a contractual, legal or fiduciary obligation, or (iii) has been independently developed by Purchaser or its representatives without reference to or reliance upon the confidential or proprietary information and without otherwise violating your obligations hereunder. Purchaser shall not disclose the contents to any person other than to those persons who are responsible for evaluating Purchaser’s acquisition or use any financing of the Property, including Purchaser’s investors, and those who have agreed to preserve the confidentiality of such information for any purposeas required hereby (collectively, other than performance of this Order, without the express written permission of RIVERSIDE. For purposes of this Section 15, the term “information” shall include business plans, network architecture, system architecture and equipment, designs, engineering data, patterns, drawings, specifications, instructions or other technical or proprietary information, and information which will become the property of RIVERSIDE hereunder, and any and all derivative works thereof or thereto. Upon completion or termination of this Order, Seller shall return all such information to RIVERSIDEPermitted Outside Parties”). Notwithstanding the foregoing, Purchaser may disclose such contents as (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial order, subpoena or demand issued by a court of competent jurisdiction (but will first give Seller shall have the right to make limited disclosure written notice of the terms requirement and will cooperate with Seller so that Seller, at its expense, may seek an appropriate protective order and, in the absence of this Order to its affiliates and its and their Representativesa protective order, where Purchaser may disclose only such content as may be necessary to enable Seller avoid any penalty, sanction, or other material adverse consequence, and Purchaser will use reasonable efforts to perform its obligations secure confidential treatment of any such content so disclosed). Purchaser shall not divulge the contents of the Property Documents and exercise its rights hereunder, provided that all such persons and entities to whom disclosure is made shall first agree, other information except in writing, to abide by strict accordance with the standards set forth in this Section 154.5. Seller shall be primarily liable for any breach of this Section 15 by persons or entities In permitting Purchaser to whom Seller makes such disclosure. Seller shall not issue any press release or make any other public disclosure with respect to review the existence or terms of this Order, Property Documents or any other business arrangement between RIVERSIDE information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third-party benefits or relationships of any kind, either express or implied, have been offered, intended or created. Purchaser’s obligations under this Section 4.5 shall survive the termination of this Agreement for a period of one (1) year but shall not survive Closing. Notwithstanding anything in this Agreement to the contrary, any confidentiality obligations or liabilities of Purchaser to Seller, or use the name or any trademarks, service marks, designs or logos of RIVERSIDE, without the prior written consent of RIVERSIDE, except to the extent shall automatically terminate (and solely to the minimum extentnot survive) that disclosure is necessary for legal or governmental proceedings. Any confidentiality obligations of RIVERSIDE, its affiliates, or their respective Representatives shall be pursuant only to a separate written agreementupon Closing.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are proprietary and confidential and will be delivered to Purchaser solely to assist Purchaser and Purchaser’s employees, agents, representatives, lenders, potential lenders, Exhibit M, List of Existing Loan Documents M-10 investors, potential investors, surveyors, engineers, contractors and consultants (collectively, "Purchaser’s Representatives") in determining the feasibility of purchasing and financing the Property. Prior to Closing, Purchaser shall not use the Property Documents for any purpose other than as set forth in the preceding sentence. Except as set forth herein, neither Purchaser nor Purchaser’s Representatives shall disclose the contents of the Property Documents to any person other than to those persons who are responsible for determining the feasibility of Purchaser's acquisition and financing of the Property and Purchaser shall inform such persons of the confidential nature of such information and shall use commercially reasonable efforts to cause such persons to comply with the provisions of this Section 4.7 (collectively, "Permitted Outside Parties"). Purchaser may disclose such contents as are (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial order, subpoena or demand issued by a court of competent jurisdiction (but will promptly, to the extent permitted under such laws or legal process, give Seller written notice of the requirement and will cooperate with Seller so that Seller, at its expense, may seek an appropriate protective order and, in the absence of a protective order, Purchaser may disclose only such content as may be necessary to avoid any penalty, sanction, or other material adverse consequence, and Purchaser will use reasonable efforts to secure confidential treatment of any such content so disclosed). Purchaser shall treat all not divulge the contents of the Property Documents and other information furnished by RIVERSIDE except in strict accordance with the confidentiality standards set forth in this Section 4.7. In permitting Purchaser to review the Property Documents or any other information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. As used hereunder, the term "Permitted Outside Parties" shall include Lender and Purchaser is permitted to deliver any information relating to the Property to Lender in connection with Purchaser’s assumption of the Existing Loan, but in such event Purchaser shall deliver a copy of any environmental report, property condition report, engineering report, zoning report or similar third party reports regarding the Property to Seller at least one (1) business day prior to delivery of same to Lender, solely for Seller's informational purposes. Notwithstanding anything contained in this Order as confidential Section 4.7 or otherwise in this Agreement to the contrary, the following information shall in no event be deemed proprietary and shall not disclose confidential: (i) information or use any such information for any purposematerial that is or becomes generally available to the public through no action by Purchaser or Purchaser Representatives in violation of this Agreement, or is or becomes available to Purchaser on a nonconfidential basis from a source, other than performance of this Orderthe Seller or its affiliates or any officer, without the express written permission of RIVERSIDE. For purposes of this Section 15director, the term “information” shall include business planstrustee, network architectureagent, system architecture and equipment, designs, engineering data, patterns, drawings, specifications, instructions employee or other technical person acting or proprietary information, and information which will become the property purporting to act on behalf of RIVERSIDE hereunder, and any and all derivative works thereof or thereto. Upon completion or termination of this Order, Seller shall return all such information to RIVERSIDE. Notwithstanding the foregoing, Seller shall have the right to make limited disclosure of the terms of this Order to its affiliates and its and their Representatives, where necessary to enable Seller to perform its obligations and exercise its rights hereunder, provided that all such persons and entities to whom disclosure is made shall first agree, in writing, to abide by this Section 15. Seller shall be primarily liable for any breach of this Section 15 by persons or entities to whom Seller makes such disclosure. Seller shall not issue any press release or make any other public disclosure with respect to the existence or terms of this Order, or any other business arrangement between RIVERSIDE of its affiliates; and Seller, or use the name or any trademarks, service marks, designs or logos of RIVERSIDE, without the prior written consent of RIVERSIDE, (ii) Purchaser’s internally generated work product (except to the extent (and solely it contains information required to be treated as confidential hereunder or to the minimum extent) that disclosure extent it is necessary for legal based on or governmental proceedingsderived from information required to be treated as confidential hereunder). Any confidentiality obligations The provisions of RIVERSIDE, its affiliates, or their respective Representatives this Section 4.7 shall be pursuant only to a separate written agreementsurvive termination of this Agreement but shall not survive Closing.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are proprietary and confidential and will be delivered to Purchaser solely to assist Purchaser and Purchaser’s employees, agents, representatives, lenders, potential lenders, investors, potential investors, surveyors, engineers, contractors and consultants (collectively, "Purchaser’s Representatives") in determining the feasibility of purchasing and financing the Property. Prior to Closing, Purchaser shall not use the Property Documents for any purpose other than as set forth in the preceding sentence. Except as set forth herein, neither Purchaser nor Purchaser’s Representatives shall disclose the contents of the Property Documents to any person other than to those persons who are responsible for determining the feasibility of Purchaser's acquisition and financing of the Property and Purchaser shall inform such persons of the confidential nature of such information and shall use commercially reasonable efforts to cause such persons to comply with the provisions of this Section 4.7 (collectively, "Permitted Outside Parties"). Purchaser may disclose such contents as are (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial order, subpoena or demand issued by a court of competent jurisdiction (but will promptly, to the extent permitted under such laws or legal process, give Seller written notice of the requirement and will cooperate with Seller so that Seller, at its expense, may seek an appropriate protective order and, in the absence of a protective order, Purchaser may disclose only such content as may be necessary to avoid any penalty, sanction, or other material adverse consequence, and Purchaser will use reasonable efforts to secure confidential treatment of any such content so disclosed). Purchaser shall treat all not divulge the contents of the Property Documents and other information furnished by RIVERSIDE except in strict accordance with the confidentiality standards set forth in this Section 4.7. In permitting Purchaser to review the Property Documents or any other information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. As used hereunder, the term "Permitted Outside Parties" shall include Lender and Purchaser is permitted to deliver any information relating to the Property to Lender in connection with Purchaser’s assumption of the Existing Loan, but in such event Purchaser shall deliver a copy of any environmental report, property condition report, engineering report, zoning report or similar third party reports regarding the Property to Seller at least one (1) business day prior to delivery of same to Lender, solely for Seller's informational purposes. Notwithstanding anything contained in this Order as confidential Section 4.7 or otherwise in this Agreement to the contrary, the following information shall in no event be deemed proprietary and shall not disclose confidential: (i) information or use any such information for any purposematerial that is or becomes generally available to the public through no action by Purchaser or Purchaser Representatives in violation of this Agreement, or is or becomes available to Purchaser on a nonconfidential basis from Exhibit M, List of Existing Loan Documents M-11 a source, other than performance of this Orderthe Seller or its affiliates or any officer, without the express written permission of RIVERSIDE. For purposes of this Section 15director, the term “information” shall include business planstrustee, network architectureagent, system architecture and equipment, designs, engineering data, patterns, drawings, specifications, instructions employee or other technical person acting or proprietary information, and information which will become the property purporting to act on behalf of RIVERSIDE hereunder, and any and all derivative works thereof or thereto. Upon completion or termination of this Order, Seller shall return all such information to RIVERSIDE. Notwithstanding the foregoing, Seller shall have the right to make limited disclosure of the terms of this Order to its affiliates and its and their Representatives, where necessary to enable Seller to perform its obligations and exercise its rights hereunder, provided that all such persons and entities to whom disclosure is made shall first agree, in writing, to abide by this Section 15. Seller shall be primarily liable for any breach of this Section 15 by persons or entities to whom Seller makes such disclosure. Seller shall not issue any press release or make any other public disclosure with respect to the existence or terms of this Order, or any other business arrangement between RIVERSIDE of its affiliates; and Seller, or use the name or any trademarks, service marks, designs or logos of RIVERSIDE, without the prior written consent of RIVERSIDE, (ii) Purchaser’s internally generated work product (except to the extent (and solely it contains information required to be treated as confidential hereunder or to the minimum extent) that disclosure extent it is necessary for legal based on or governmental proceedingsderived from information required to be treated as confidential hereunder). Any confidentiality obligations The provisions of RIVERSIDE, its affiliates, or their respective Representatives this Section 4.7 shall be pursuant only to a separate written agreementsurvive termination of this Agreement but shall not survive Closing.