Common use of Disclosure by Manager Clause in Contracts

Disclosure by Manager. Manager acknowledges that Owner may from time to time provide certain Owner Confidential Information to Manager in connection with the Operation of the Managed Facilities, and that such Owner Confidential Information is proprietary to Owner and its Affiliates, and may include trade secrets. Accordingly, during the Term and thereafter: (a) Manager shall not, and shall cause its Affiliates not to, use the Owner Confidential Information in any other business or capacity, and Manager acknowledges such use would constitute an unfair method of competition; (b) Manager shall maintain the confidentiality of, and shall not disclose to any other Person (including the media), any Owner 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 Operation of the Managed Facilities and subject to customary confidentiality protections; (c) Manager shall not make unauthorized copies of any portion of the Owner Confidential Information disclosed in written, electronic or other form; and (d) Manager 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 Owner Confidential Information, disclose any terms of this Agreement or take any other actions that Manager is otherwise prohibited from taking under this Section 8.2. Notwithstanding the foregoing, the restrictions on the use and disclosure of Owner Confidential Information 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 8.2 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 Manager (other than in connection with the performance of its rights or duties hereunder) before disclosure by Owner or disclosed to Manager by a third party not subject to confidentiality obligations to Owner or developed by Manager without use of Owner Confidential Information. In the event that Manager or any Person to which Manager has disclosed Owner 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 Owner Confidential Information, Manager shall and shall cause such Person to: (A) provide Owner with prompt notice, to the extent legally permissible, so that Owner and its Affiliates may seek a protective order or other appropriate remedy or, in their discretion, waive compliance with the provisions of this Section 8.2; and (B) reasonably cooperate with Owner and its Affiliates, at their expense, in any effort Owner 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 Owner in its discretion waives compliance with the provisions of this Section 8.2, Manager shall and shall cause such Person to disclose to the Person compelling disclosure only that portion of the Owner Confidential Information that Manager is advised, by outside counsel, is legally required and to use commercially reasonable efforts to obtain reliable assurance that confidential treatment is accorded the Owner Confidential Information so disclosed (to the extent available). Manager 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 8.2.

Disclosure by Manager. Manager acknowledges that Owner (i) Tenant may from time to time provide certain Owner Tenant Confidential Information to Manager in connection with the Operation of the Managed FacilitiesFacility, and that such Owner Tenant Confidential Information is proprietary to Owner Tenant and its Affiliates, and may include trade secrets and (ii) Manager may receive certain Landlord Confidential Information in connection with the Managed Facility, and that such Landlord Confidential Information is proprietary to Landlord and its Affiliates, and may include trade secrets. Accordingly, during the Term and thereafter: (a) Manager shall not, and shall cause its Affiliates not to, use the Owner Tenant Confidential Information or Landlord Confidential Information in any other business or capacitycapacity (other than any Tenant Confidential Information that Manager independently possesses in its capacity as a recipient of services from Services Co or the Guest Data that is licensed to Manager pursuant to the Omnibus Agreement), and Manager acknowledges such use would constitute an unfair method of competition; (b) Manager shall maintain the confidentiality of, and shall not disclose to any other Person (including the media), any Owner Tenant Confidential Information, the Landlord 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 lenders, investors, sublessees, sub-managers, or purchasers, but only on a reasonable “need to know” basis in connection with its Operation of the Managed Facilities Facility and subject to customary confidentiality protections; (c) Manager shall not make unauthorized copies of any portion of the Owner Tenant Confidential Information or Landlord Confidential Information disclosed in written, electronic or other form; and (d) Manager shall ensure that none of its shareholders, partners, directors, officers, employees, agents, legal counsel, accountants and existing and potential lenders or investors investors, sublessees, sub-managers or potential purchasers use, disclose or copy any Owner Tenant Confidential Information, Information or Landlord Confidential Information or disclose any terms of this Agreement in violation of this Agreement or take any other actions that Manager is otherwise prohibited from taking under this Section 8.2. Notwithstanding the foregoing, the restrictions on the use and disclosure of Owner Tenant Confidential Information, Landlord 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 8.2 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 Manager (other than in connection with the performance of its rights or duties hereunder) before disclosure by Owner either Landlord or Tenant or disclosed to Manager by a third party not subject to confidentiality obligations to Owner either Landlord or Tenant, as applicable, or developed by Manager without use of Owner Tenant Confidential Information or Landlord Confidential Information. In the event that Manager or any Person to which Manager has disclosed Owner either Tenant Confidential Information or Landlord 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 Owner Tenant Confidential Information or Landlord Confidential Information, Manager shall and shall cause such Person to: (A) provide Owner Tenant (in the case of Tenant Confidential Information) or Landlord (in the case of Landlord Confidential Information) with prompt notice, to the extent legally permissible, so that Owner Tenant and/or Landlord, as applicable and its their respective Affiliates may seek a protective order or other appropriate remedy or, in their discretion, waive compliance with the provisions of this Section 8.2; and (B) reasonably cooperate with Owner Tenant, Landlord and its their Affiliates, at their expense, in any effort Owner Tenant, Landlord, as applicable, or any of its their respective Affiliates undertakes to obtain a protective order or other remedy. In the event that such protective order or other remedy is not obtained or Owner Tenant (in the case of Tenant Confidential Information) or Landlord (in the case of Landlord Confidential Information) in its discretion waives compliance with the provisions of this Section 8.2, Manager shall and shall cause such Person to disclose to the Person compelling disclosure only that portion of the Owner Tenant Confidential Information or Landlord Confidential Information that Manager is advised, by outside counsel, is legally required and to use commercially reasonable efforts to obtain reliable assurance that confidential treatment is accorded the Owner Tenant Confidential Information or Landlord Confidential Information so disclosed (to the extent available). Manager 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 investors, sublessees, sub-managers, and potential purchasers in violation of this Section 8.2.

Disclosure by Manager. Manager acknowledges that Owner (i) Tenant may from time to time provide certain Owner Tenant Confidential Information to Manager in connection with the Operation of the Managed FacilitiesFacility, and that such Owner Tenant Confidential Information is proprietary to Owner Tenant and its Affiliates, and may include trade secrets and (ii) Manager may receive certain Landlord Confidential Information in connection with the Managed Facility, and that such Landlord Confidential Information is proprietary to Landlord and its Affiliates, and may include trade secrets. Accordingly, during the Term and thereafter: (a) Manager shall not, and shall cause its Affiliates not to, use the Owner Tenant Confidential Information or Landlord Confidential Information in any other business or capacitycapacity (other than any Tenant Confidential Information that Manager independently possesses in its capacity as a recipient of services from Services Co or the Guest Data that is licensed to Manager pursuant to the Omnibus Agreement), and Manager acknowledges such use would constitute an unfair method of competition; (b) Manager shall maintain the confidentiality of, and shall not disclose to any other Person (including the media), any Owner Tenant Confidential Information, the Landlord 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 Operation of the Managed Facilities Facility and subject to customary confidentiality protections; (c) Manager shall not make unauthorized copies of any portion of the Owner Tenant Confidential Information or Landlord Confidential Information disclosed in written, electronic or other form; and (d) Manager 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 Owner Tenant Confidential Information, Information or Landlord Confidential Information or disclose any terms of this Agreement in violation of this Agreement or take any other actions that Manager is otherwise prohibited from taking under this Section 8.2. Notwithstanding the foregoing, the restrictions on the use and disclosure of Owner Tenant Confidential Information, Landlord 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 8.2 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 Manager (other than in connection with the performance of its rights or duties hereunder) before disclosure by Owner either Landlord or Tenant or disclosed to Manager by a third party not subject to confidentiality obligations to Owner either Landlord or Tenant, as applicable, or developed by Manager without use of Owner Tenant Confidential Information or Landlord Confidential Information. In the event that Manager or any Person to which Manager has disclosed Owner either Tenant Confidential Information or Landlord 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 Owner Tenant Confidential Information or Landlord Confidential Information, Manager shall and shall cause such Person to: (A) provide Owner Tenant (in the case of Tenant Confidential Information) or Landlord (in the case of Landlord Confidential Information) with prompt notice, to the extent legally permissible, so that Owner Tenant and/or Landlord, as applicable and its their respective Affiliates may seek a protective order or other appropriate remedy or, in their discretion, waive compliance with the provisions of this Section 8.2; and (B) reasonably cooperate with Owner Tenant, Landlord and its their Affiliates, at their expense, in any effort Owner Tenant, Landlord, as applicable, or any of its their respective Affiliates undertakes to obtain a protective order or other remedy. In the event that such protective order or other remedy is not obtained or Owner Tenant (in the case of Tenant Confidential Information) or Landlord (in the case of Landlord Confidential Information) in its discretion waives compliance with the provisions of this Section 8.2, Manager shall and shall cause such Person to disclose to the Person compelling disclosure only that portion of the Owner Tenant Confidential Information or Landlord Confidential Information that Manager is advised, by outside counsel, is legally required and to use commercially reasonable efforts to obtain reliable assurance that confidential treatment is accorded the Owner Tenant Confidential Information or Landlord Confidential Information so disclosed (to the extent available). Manager 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 8.2.

Disclosure by Manager. Manager acknowledges that Owner (i) Tenant may from time to time provide certain Owner Tenant Confidential Information to Manager in connection with the Operation of the Managed FacilitiesFacility, and that such Owner Tenant Confidential Information is proprietary to Owner Tenant and its Affiliates, and may include trade secrets and (ii) Manager may receive certain Landlord Confidential Information in connection with the Managed Facility, and that such Landlord Confidential Information is proprietary to Landlord and its Affiliates, and may include trade secrets. Accordingly, during the Term and thereafter: (a) Manager shall not, and shall cause its Affiliates not to, use the Owner Tenant Confidential Information or Landlord Confidential Information in any other business or capacitycapacity (other than any Tenant Confidential Information that Manager independently possesses in its capacity as a recipient of services from Services Co or the Guest Data that is licensed to Manager pursuant to the Omnibus Agreement), and Manager acknowledges such use would constitute an unfair method of competition; (b) Manager shall maintain the confidentiality of, and shall not disclose to any other Person (including the media), any Owner Tenant Confidential Information, the Landlord 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 lenders, investors, sublessees, sub‑managers, or purchasers, but only on a reasonable “need to know” basis in connection with its Operation of the Managed Facilities Facility and subject to customary confidentiality protections; (c) Manager shall not make unauthorized copies of any portion of the Owner Tenant Confidential Information or Landlord Confidential Information disclosed in written, electronic or other form; and (d) Manager shall ensure that none of its shareholders, partners, directors, officers, employees, agents, legal counsel, accountants and existing and potential lenders or investors investors, sublessees, sub‑managers or potential purchasers use, disclose or copy any Owner Tenant Confidential Information, Information or Landlord Confidential Information or disclose any terms of this Agreement in violation of this Agreement or take any other actions that Manager is otherwise prohibited from taking under this Section 8.2. Notwithstanding the foregoing, the restrictions on the use and disclosure of Owner Tenant Confidential Information, Landlord 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 8.2 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 Manager (other than in connection with the performance of its rights or duties hereunder) before disclosure by Owner either Landlord or Tenant or disclosed to Manager by a third party not subject to confidentiality obligations to Owner either Landlord or Tenant, as applicable, or developed by Manager without use of Owner Tenant Confidential Information or Landlord Confidential Information. In the event that Manager or any Person to which Manager has disclosed Owner either Tenant Confidential Information or Landlord 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 Owner Tenant Confidential Information or Landlord Confidential Information, Manager shall and shall cause such Person to: (A) provide Owner Tenant (in the case of Tenant Confidential Information) or Landlord (in the case of Landlord Confidential Information) with prompt notice, to the extent legally permissible, so that Owner Tenant and/or Landlord, as applicable and its their respective Affiliates may seek a protective order or other appropriate remedy or, in their discretion, waive compliance with the provisions of this Section 8.2; and (B) reasonably cooperate with Owner Tenant, Landlord and its their Affiliates, at their expense, in any effort Owner Tenant, Landlord, as applicable, or any of its their respective Affiliates undertakes to obtain a protective order or other remedy. In the event that such protective order or other remedy is not obtained or Owner Tenant (in the case of Tenant Confidential Information) or Landlord (in the case of Landlord Confidential Information) in its discretion waives compliance with the provisions of this Section 8.2, Manager shall and shall cause such Person to disclose to the Person compelling disclosure only that portion of the Owner Tenant Confidential Information or Landlord Confidential Information that Manager is advised, by outside counsel, is legally required and to use commercially reasonable efforts to obtain reliable assurance that confidential treatment is accorded the Owner Tenant Confidential Information or Landlord Confidential Information so disclosed (to the extent available). Manager 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 investors, sublessees, sub‑managers, and potential purchasers in violation of this Section 8.2.