Common use of Confidentiality and Disclosure of Offering Materials by Potential Investor Clause in Contracts

Confidentiality and Disclosure of Offering Materials by Potential Investor. Potential Investor acknowledges that the disclosure of the Offering Materials in violation of this Agreement could cause substantial injury and loss of profits and goodwill to Owner, and Owner would not disclose the Offering Materials to Potential Investor without execution and delivery of this Agreement. Potential Investor acknowledges that the Offering Materials are considered confidential and proprietary information and of such value and nature as to make it reasonable and necessary to protect and preserve the confidentiality and secrecy of the Offering Materials and Potential Investor will not make any Offering Materials available, or disclose any of the contents thereof, to any person without Owner’s or HFF’s prior written consent; provided, however, that the Offering Materials may be disclosed to the Potential Investor's partners, employees, legal counsel, advisors, and institutional lenders (collectively the "Related Parties") as reasonably required for an evaluation of the Property. Prior to disclosure of the Offering Materials, such Related Parties shall be informed by Potential Investor of the confidential nature of the Offering Materials and the terms of this Agreement and shall be directed by Potential Investor to keep the Offering Materials and related information strictly confidential in accordance with this Agreement. Potential Investor shall be responsible for any violation of this provision by any Related Party.