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. Seller Purchaser acknowledges that the Property Documents are proprietary and confidential (to the extent that they contain information that is not generally known to or discoverable by the public) and will be delivered to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Purchaser shall treat all information furnished by RIVERSIDE not use the Property Documents for any purpose other than as set forth in connection with this Order as confidential and the preceding sentence. Purchaser shall not disclose the contents to any person other than to Purchaser's current or prospective partners, agents, employees, consultants, attorneys, engineers, licensees, investors, and lenders (and each of their respective agents, employees, consultants, attorneys, engineers and licensees) involved in this transaction who are responsible for determining the feasibility of Purchaser's acquisition of the Property (collectively, "Permitted Outside Parties"). Purchaser may disclose such contents of the Property Documents as (a) expressly required under laws, rules or regulations applicable to Purchaser, including regulation and requirements of the U.S. Securities and Exchange Commission and any other regulatory or body having oversight over Purchaser or Purchaser’s direct or indirect owners, or (b) expressly required by appropriate written judicial order, subpoena or demand issued by a court of competent jurisdiction (but Purchaser will first give Seller written notice of the requirement if legally permissible to do so, 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 not divulge the contents of the Property Documents and other information for any purpose, other than performance of this Order, without except in strict accordance with the express written permission of RIVERSIDE. For purposes of confidentiality standards set forth in this Section 154.7. 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 “information” "Permitted Outside Parties" shall not include business plans, network architecture, system architecture Seller's existing mortgage lender and equipment, designs, engineering data, patterns, drawings, specifications, instructions or other technical or proprietary information, and Purchaser shall not deliver to Seller's existing mortgage lender any information which will become relating to the property of RIVERSIDE hereunder, and any and all derivative works thereof or thereto. Upon completion or termination of this Order, Property unless approved by 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 in Seller's sole 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 agreementabsolute discretion.

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 shall treat all information furnished by RIVERSIDE in connection with this Order as Purchaser acknowledges that the Property Documents are proprietary and confidential and will be delivered to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Purchaser shall not use the Property Documents for any purpose other than as set forth in the preceding sentence. Purchaser shall not disclose the contents to any person other than to those persons who are responsible for determining the feasibility of Purchaser's acquisition of the Property and who have agreed to preserve the confidentiality of such information as required hereby (collectively, "Permitted Outside Parties"). At any time and from time to time, within two business days after Seller's request, Purchaser shall deliver to Seller a list of all parties to whom Purchaser has provided any Property Documents or any information taken from the Property Documents. 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 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 adverse consequence, and Purchaser will use reasonable efforts to secure confidential treatment of any such content so disclosed). Purchaser shall not divulge the contents of the Property Documents and other information for any purpose, other than performance of this Order, without except in strict accordance with the express written permission of RIVERSIDE. For purposes of confidentiality standards set forth in this Section 154.7. 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 “information” "Permitted Outside Parties" shall not include business plans, network architecture, system architecture Seller's existing mortgage lender and equipment, designs, engineering data, patterns, drawings, specifications, instructions or other technical or proprietary information, and Purchaser shall not deliver to Seller's existing mortgage lender any information which will become relating to the property of RIVERSIDE hereunder, and any and all derivative works thereof or thereto. Upon completion or termination of this Order, Property unless approved by 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 in Seller's sole 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 agreementabsolute discretion.

Proprietary Information; Confidentiality. Seller shall treat all information furnished by RIVERSIDE in connection with this Order as Purchaser acknowledges that the Property Documents are proprietary and confidential and will be delivered to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Purchaser shall not use the Property Documents for any purpose other than as set forth in the preceding sentence. Purchaser shall not disclose the contents to any person other than to those persons who are responsible for determining the advisability or use any feasibility of Purchaser's acquisition and financing of the Property, or who are considering investing in or financing Purchaser's acquisition of the Property, and who have agreed to preserve the confidentiality of such information for as required hereby (collectively, "Permitted Outside Parties"). At any purposetime and from time to time, other than performance within two business days after Seller's request, Purchaser shall deliver to Seller a list of this Order, without all parties to whom Purchaser has provided any Property Documents or any information taken from 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 RIVERSIDEProperty Documents. 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 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). Further, notwithstanding the foregoing, Purchaser and the Permitted Outside Parties shall not be obligated to keep confidential any Property Documents or information contained in any Property Documents that (i) is already in the public domain, (ii) is or becomes generally available to the public other than as a result of a disclosure by Purchaser or any Permitted Outside Party, or (iii) is or becomes available to Purchaser or any Permitted Outside Party on a non-confidential basis from a source other than Seller who, to Purchaser's or such Permitted Outside Party's knowledge, is not subject to a confidentiality agreement with Seller prohibiting such disclosure. Purchaser, using the same degree of care with respect to the Property Documents as Purchaser employs with respect to its own proprietary or confidential information, shall not divulge the contents of the Property Documents and other information 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 right term "Permitted Outside Parties" shall not include Seller's existing mortgage lender and Purchaser shall not deliver to make limited disclosure Seller's existing mortgage lender any information relating to the Property unless approved by Seller in writing, in Seller's sole and absolute discretion. If Purchaser has previously executed a confidentiality agreement for the benefit of Seller and such confidentiality agreement remains in effect during the term of this Agreement, and there is any conflict between the terms of this Order to its affiliates Section 4.7 and its and their Representativessuch confidentiality agreement, where necessary to enable Seller to perform its obligations and exercise its rights hereunder, provided that all such persons and entities to whom the more restrictive provisions limiting the disclosure is made of information 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 agreementprevail.