Common use of Proprietary Information; Confidentiality Clause in Contracts

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are and shall 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 financing of the Property, including Purchaser’s investors, and those who have agreed to preserve the confidentiality of such information as required hereby (collectively, “Permitted 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 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 not divulge the contents of the Property Documents and other information except in strict accordance with the standards set forth in this Section 4.5. 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. 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, shall automatically terminate (and not survive) upon Closing.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are and Seller shall remain proprietary and treat all information furnished by RIVERSIDE in connection with this Order as 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 or use any person such information for any purpose, other than to those persons who are responsible for evaluating Purchaser’s acquisition 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 financing of the Property, including Purchaser’s investorsother technical or proprietary information, and those who have agreed to preserve information which will become the confidentiality 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 as required hereby (collectively, “Permitted Outside Parties”)to RIVERSIDE. 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 shall have the right to make limited disclosure of the requirement terms of this Order to its affiliates and will cooperate with its and their Representatives, where necessary to enable Seller so to perform its obligations and exercise its rights hereunder, provided that Seller, at its expense, may seek an appropriate protective order andall such persons and entities to whom disclosure is made shall first agree, in the absence writing, to abide by this Section 15. Seller shall be primarily liable for any breach of a protective order, Purchaser may disclose only this Section 15 by persons or entities to whom Seller makes 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)disclosure. Purchaser Seller shall not divulge issue any press release or make any other public disclosure with respect to the contents existence or terms of the Property Documents and other information except in strict accordance with the standards set forth in this Section 4.5. In permitting Purchaser to review the Property Documents Order, or any other informationbusiness arrangement between RIVERSIDE and Seller, Seller has not waived or use the name or any privilege trademarks, service marks, designs or claim logos of confidentiality with respect theretoRIVERSIDE, and no third-party benefits or relationships without the prior written consent of any kindRIVERSIDE, 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 except to the contrary, any extent (and solely to the minimum extent) that disclosure is necessary for legal or governmental proceedings. Any confidentiality obligations of RIVERSIDE, its affiliates, or liabilities of Purchaser their respective Representatives shall be pursuant only to Seller, shall automatically terminate (and not survive) upon Closinga separate written agreement.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are and shall remain 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 evaluating determining the feasibility of purchasing the Property. The term confidential or proprietary information does Purchaser shall not include use the Property Documents for any information that Purchaser can reasonably establish (i) at the time of disclosure or thereafter is available to the public purpose other than as a result of a disclosure by Purchaser or its representatives, (ii) is already set forth 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 hereunderpreceding sentence. Purchaser shall not disclose the contents to any person other than to those persons 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 evaluating determining the feasibility of Purchaser’s 's acquisition or financing of the Property, including Purchaser’s investors, and those who have agreed to preserve the confidentiality of such information as required hereby Property (collectively, “"Permitted Outside Parties”"). Notwithstanding the foregoing, Purchaser may disclose such contents of the Property Documents as (a) expressly required under laws, rules or regulations applicable laws 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 except in strict accordance with the confidentiality standards set forth in this Section 4.54.7. 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-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 As used hereunder, the termination of this Agreement for a period of one (1) year but term "Permitted Outside Parties" shall not survive Closing. Notwithstanding anything in this Agreement include Seller's existing mortgage lender and Purchaser shall not deliver to Seller's existing mortgage lender any information relating to the contraryProperty unless approved by Seller in writing, any confidentiality obligations or liabilities of Purchaser to in Seller, shall automatically terminate ('s sole and not survive) upon Closingabsolute discretion.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are and shall remain proprietary and confidential and will be delivered to Purchaser solely to assist Purchaser in evaluating determining the feasibility of purchasing the Property. The term confidential or proprietary information does Purchaser shall not include use the Property Documents for any information that Purchaser can reasonably establish (i) at the time of disclosure or thereafter is available to the public purpose other than as a result of a disclosure by Purchaser or its representatives, (ii) is already set forth 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 hereunderpreceding sentence. Purchaser shall not disclose the contents to any person other than to those persons who are responsible for evaluating determining the advisability or feasibility of Purchaser’s 's acquisition or and financing of the Property, including or who are considering investing in or financing Purchaser’s investors's acquisition of the Property, and those 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. 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 4.54.7. 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-third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. Purchaser’s obligations under As used hereunder, the term "Permitted Outside Parties" shall not include Seller's existing mortgage lender and Purchaser shall not deliver to 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 Section 4.5 4.7 and such confidentiality agreement, the more restrictive provisions limiting the disclosure of information 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, shall automatically terminate (and not survive) upon Closingprevail.

Proprietary Information; Confidentiality. Purchaser Buyer acknowledges that the Property Documents are and shall remain proprietary and confidential and will be delivered to Purchaser Buyer or made available for Buyer’s review solely to assist Purchaser Buyer in evaluating determining the feasibility of purchasing the Property. The term confidential or proprietary information does Buyer shall not include use the Property Documents for any information that Purchaser can reasonably establish (i) at the time of disclosure or thereafter is available to the public purpose other than as a result of a disclosure by Purchaser or its representativesset forth in the preceding sentence. Prior to the Closing, (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 Buyer shall not disclose 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 evaluating Purchaserdetermining the feasibility of Buyer’s acquisition or financing of the Property, including Purchaser’s investors, Property and those who have agreed to preserve the confidentiality of such information as required hereby (collectively, “Permitted 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 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 Buyer 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 4.54.8. In permitting Purchaser Buyer 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-third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. PurchaserNotwithstanding the foregoing, nothing contained herein shall impair Buyer’s obligations under this Section 4.5 shall survive the termination of (or its permitted assignee’s) right to 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 such information to such third parties to the extent a period of one (1) year but shall not survive Closing. Notwithstanding anything in third party brings an action against Seller and/or Buyer concerning this Agreement to or the contrary, any confidentiality obligations Property by reason of a violation of federal or liabilities of Purchaser to Seller, shall automatically terminate (and not survive) upon Closingstate securities laws.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are and shall remain proprietary and confidential and will be delivered to Purchaser solely to assist Purchaser in evaluating determining the feasibility of purchasing the Property. The term confidential or proprietary information does Purchaser shall not include use the Property Documents for any information that Purchaser can reasonably establish (i) at the time of disclosure or thereafter is available to the public purpose other than as a result of a disclosure by Purchaser or its representatives, (ii) is already set forth 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 hereunderpreceding sentence. Purchaser shall not disclose the contents to any person other than to those persons who are responsible for evaluating determining the feasibility of Purchaser’s 's acquisition or financing of the Property, including Purchaser’s investors, Property and those who have agreed to preserve the confidentiality of such information as required hereby (collectively, “"Permitted Outside Parties”"). Notwithstanding 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 foregoing, 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 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 except in strict accordance with the confidentiality standards set forth in this Section 4.54.7. 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-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 As used hereunder, the termination of this Agreement for a period of one (1) year but term "Permitted Outside Parties" shall not survive Closing. Notwithstanding anything in this Agreement include Seller's existing mortgage lender and Purchaser shall not deliver to Seller's existing mortgage lender any information relating to the contraryProperty unless approved by Seller in writing, any confidentiality obligations or liabilities of Purchaser to in Seller, shall automatically terminate ('s sole and not survive) upon Closingabsolute discretion.