Common use of Disclosure by Landlord Clause in Contracts

Disclosure by Landlord. Landlord acknowledges that (i) Landlord may receive certain Manager Confidential Information in connection with the Operation of the Managed Facility, and that such Manager Confidential Information is proprietary to Manager and its Affiliates, and includes trade secrets; and (ii) Landlord may receive certain Tenant Confidential Information in connection with the Operation of the Managed Facility, and that such Tenant Confidential Information is proprietary to Tenant and its Affiliates, and may include trade secrets. Accordingly, during the Term and thereafter: (a) Landlord shall not, and shall cause its Affiliates not to, use either Manager Confidential Information or Tenant Confidential Information in any other business or capacity, and Landlord acknowledges such use would constitute an unfair method of competition; (b) Landlord shall maintain the confidentiality of, and shall not disclose to any other Person (including the media), any Manager Confidential Information or Tenant Confidential Information or the terms of this Agreement, except to its shareholders, partners, directors, officers, employees, agents, representatives, legal counsel, accountants and existing and potential lenders and investors and potential purchasers, but only on a reasonable “need to know” basis in connection with its ownership of the Managed Facility and subject to customary confidentiality protections; (c) Landlord shall not make unauthorized copies of any portion of Manager Confidential Information or Tenant Confidential Information disclosed in written, electronic or other form; and (d) Landlord shall ensure that none of its shareholders, partners, directors, officers, employees, agents, legal counsel, accountants and existing and potential lenders or investors or potential purchasers use, disclose or copy any Manager Confidential Information or Tenant Confidential Information or disclose any terms of this Agreement in violation of this Agreement or take any other actions that Landlord is otherwise prohibited from taking under this Section 8.3. Notwithstanding the foregoing, the restrictions on the use and disclosure of Manager Confidential Information, Tenant Confidential Information or the terms of this Agreement shall not apply: (i) to information or techniques which are or become generally known to the public (other than through any breach of this Section 8.3 with respect to confidentiality); (ii) to the extent such disclosure is required under Applicable Laws, including reporting requirements applicable to public companies, or stock exchange rules; or (iii) to information known to Landlord (other than in connection with the performance of its rights or duties hereunder) before disclosure by either Manager or Tenant or disclosed to Landlord by a third party not subject to confidentiality obligations to either Manager or Tenant, as applicable, or developed by Landlord without use of either Manager Confidential Information or Tenant Confidential Information. In the event that Landlord or any Person to which Landlord has disclosed either Manager Confidential Information or Tenant Confidential Information is requested or required by oral question, interrogatory, request for information or documents, subpoena, civil investigative demand or similar process to disclose any Manager Confidential Information or Tenant Confidential Information, Landlord shall and shall cause such Person to: (A) provide Manager (in the case of Manager Confidential Information) or Tenant (in the case of Tenant Confidential Information), with prompt notice, to the extent legally permissible, so that Manager and/or Tenant, as applicable and their respective Affiliates may seek a protective order or other appropriate remedy or, in their discretion, waive compliance with the provisions of this Section 8.3; and (B) reasonably cooperate with either Manager or Tenant, as applicable, and their Affiliates, at their expense, in any effort Manager or Tenant or any of its Affiliates undertakes to obtain a protective order or other remedy. In the event that such protective order or other remedy is not obtained or Manager (in the case of Manager Confidential Information) or Tenant (in the case of Tenant Confidential Information) in its discretion waives compliance with the provisions of this Section 8.3, Landlord shall and shall cause such Person to disclose to the Person compelling disclosure only that portion of the Manager Confidential Information or Tenant Confidential Information that Landlord is advised, by outside counsel, is legally required and to use commercially reasonable efforts to obtain reliable assurance that confidential treatment is accorded the Manager Confidential Information or Tenant Confidential Information so disclosed (to the extent available). Landlord shall be responsible for any acts or omissions of any of its employees, members, managers, attorneys, accountants, agents, representatives, consultants, existing and potential lenders and investors and potential purchasers in violation of this Section 8.3.