Common use of Disclosure by Owner Clause in Contracts

Disclosure by Owner. Owner acknowledges that Manager will provide certain Manager Confidential Information to Owner in connection with the Operation of the Managed Facilities, and that such Manager Confidential Information is proprietary to Manager and its Affiliates, and includes trade secrets. Accordingly, during the Term and thereafter: (a) Owner shall not, and shall cause its Affiliates not to, use the Manager Confidential Information in any other business or capacity, and Owner acknowledges such use would constitute an unfair method of competition; (b) Owner shall maintain the confidentiality of, and shall not disclose to any other Person (including the media), any Manager 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 (provided such potential investor or purchaser is not a Competitor), but only on a reasonable “need to know” basis in connection with its ownership of the Managed Facilities and subject to customary confidentiality protections; (c) Owner shall not make unauthorized copies of any portion of the Manager Confidential Information disclosed in written, electronic or other form; and (d) Owner 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, disclose any terms of this Agreement or take any other actions that Owner is otherwise prohibited from taking under this Section 8.1. Notwithstanding the foregoing, the restrictions on the use and disclosure of Manager 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 8.1 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 Owner (other than in connection with the performance of its rights or duties hereunder) before disclosure by Manager or disclosed to Owner by a third party not subject to confidentiality obligations to Manager or developed by Owner without use of Manager Confidential Information. In the event that Owner or any Person to which Owner has disclosed Manager 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, Owner shall and shall cause such Person to: (A) provide Manager with prompt notice, to the extent legally permissible, so that Manager and its Affiliates may seek a protective order or other appropriate remedy or, in their discretion, waive compliance with the provisions of this Section 8.1; and (B) reasonably cooperate with Manager and its Affiliates, at their expense, in any effort Manager 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 its discretion waives compliance with the provisions of this Section 8.1, Owner shall and shall cause such Person to disclose to the Person compelling disclosure only that portion of the Manager Confidential Information that Owner 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 so disclosed (to the extent available). Owner 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 8.1.

Disclosure by Owner. Owner acknowledges that Manager Operator and its Affiliates will provide certain Manager Confidential Information to Owner in connection with the Operation of the Managed FacilitiesHotel, and that such Manager Confidential Information is proprietary to Manager Operator and its Affiliates, and includes trade secrets. Accordingly, during the Term and thereafter: (a) Owner shall not, and shall cause its Affiliates not to, use the Manager Confidential Information in any other hotel, business or capacityactivity, and Owner acknowledges such use would constitute be an unfair method of competition; (b) Owner shall use all commercially reasonable efforts to maintain the confidentiality of, and shall not disclose to any other third Person (including the media), any Manager 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 (provided such potential investor or purchaser is not a Competitor)Authorized Recipients, but only on a reasonable “need to know” basis in connection with its ownership of the Managed Facilities Hotel and subject to customary confidentiality protectionsonly during the Term; (c) except as authorized by Operator in writing, Owner shall not make unauthorized copies of any portion of the Manager Confidential Information disclosed in written, electronic or other form; and (d) Owner shall make commercially reasonable efforts to ensure that none of its shareholdersAuthorized Recipients uses, partners, directors, officers, employees, agents, legal counsel, accountants and existing and potential Lenders discloses or investors or potential purchasers use, disclose or copy copies any Manager Confidential Information, disclose any terms of this Agreement or take any other actions that Owner is are otherwise prohibited from taking under this Section 8.1. 9.1 Notwithstanding the foregoing, the restrictions on the use and disclosure of Manager Confidential Information shall not apply: (i) apply to information or techniques which are or become generally known to in the public lodging industry (other than through disclosure by Owner or any breach of this Section 8.1 with respect to confidentialityAuthorized Recipient); (ii) , or to the extent such disclosure is required under Applicable Laws, including reporting requirements applicable to public companies, . Owner acknowledges that the disclosure or stock exchange rules; or (iii) to information known to Owner (other than in connection with the performance of its rights or duties hereunder) before disclosure by Manager or disclosed to Owner by a third party not subject to confidentiality obligations to Manager or developed by Owner without unauthorized use of Manager Confidential Information. In the event that Owner or any Person to which Owner has disclosed Manager 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, Owner shall and shall cause such Person to: (A) provide Manager with prompt notice, to the extent legally permissible, so that Manager and its Affiliates may seek a protective order or other appropriate remedy or, in their discretion, waive compliance with the provisions of this Section 8.1; and (B) reasonably cooperate with Manager and its Affiliates, at their expense, in any effort Manager 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 its discretion waives compliance with the provisions of this Section 8.1, Owner shall and shall cause such Person to disclose to the Person compelling disclosure only that portion of the Manager Confidential Information that Owner 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 so disclosed (to the extent available). Owner 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 8.19.1 will cause irreparable injury to Operator and/or its Affiliates, for which monetary damages would not provide an adequate remedy. This Section 9.1 shall survive the expiration or termination of this Agreement.

Disclosure by Owner. Owner acknowledges that Manager will provide certain Manager Confidential Information to Owner in connection with the Operation of the Managed Facilities, and that such Manager Confidential Information is proprietary to Manager and its Affiliates, and includes trade secrets. Accordingly, during the Term and thereafter: (a) Owner shall not, and shall cause its Affiliates not to, use the Manager Confidential Information in any other business or capacity, and Owner acknowledges such use would constitute an unfair method of competition; (b) Owner shall maintain the confidentiality of, and shall not disclose to any other Person (including the media), any Manager 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 (provided such potential investor or purchaser is not a Competitor), but only on a reasonable “need to know” basis in connection with its ownership of the Managed Facilities and subject to customary confidentiality protections; (c) Owner shall not make unauthorized copies of any portion of the Manager Confidential Information disclosed in written, electronic or other form; and (d) Owner shall make every effort to ensure that none of its shareholders, partners, members, trustees, beneficiaries, Affiliates, directors, officers, employees, agents, legal counsel, accountants representatives and existing and potential Lenders or investors or potential purchasers use, disclose or copy any Manager Confidential Information, disclose any terms of this Agreement or take any other actions that Owner is otherwise prohibited from taking under this Section 8.1. Notwithstanding the foregoing, the restrictions on the use and disclosure of Manager 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 8.1 any obligation 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 Owner (other than in connection with the performance of its rights or duties hereunder) before disclosure by Manager or disclosed to Owner by a third party not subject to confidentiality obligations to Manager or developed by Owner without use of Manager Confidential Information. In the event that Owner or any Person to which Owner has disclosed Manager 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, Owner shall and shall cause such Person to: (A) provide Manager with prompt notice, to the extent legally permissible, so that Manager and its Affiliates may seek a protective order or other appropriate remedy or, in their discretion, waive compliance with the provisions of this Section 8.1; and (B) reasonably cooperate with Manager and its Affiliates, at their expense, in any effort Manager 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 its discretion waives compliance with the provisions of this Section 8.1, Owner shall and shall cause such Person to disclose to the Person compelling disclosure only that portion of the Manager Confidential Information that Owner 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 so disclosed (to the extent available). Owner 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 8.1.

Disclosure by Owner. Owner acknowledges that Manager will provide certain Manager Confidential Information to Owner in connection with the Operation of the Managed Facilities, and that such Manager Confidential Information is proprietary to Manager and its Affiliates, and includes trade secrets. Accordingly, during the Term and thereafter: (a) Owner shall not, and shall cause its Affiliates not to, use the Manager Confidential Information in any other business or capacity, and Owner acknowledges such use would constitute an unfair method of competition; (b) Owner shall maintain the confidentiality of, and shall not disclose to any other Person (including the media), any Manager 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 (provided such potential investor or purchaser is not a Competitor), but only on a reasonable “need to know” basis in connection with its ownership of the Managed Facilities and subject to customary confidentiality protections; (c) Owner shall not make unauthorized copies of any portion of the Manager Confidential Information disclosed in written, electronic or other form; and (d) Owner shall make every effort to ensure that none of its shareholders, partners, members, trustees, beneficiaries, Affiliates, directors, officers, employees, agents, legal counsel, accountants representatives and existing and potential Lenders or investors or potential purchasers use, disclose or copy any Manager Confidential Information, disclose any terms of this Agreement or take any other actions that Owner is otherwise prohibited from taking under this Section 8.1. Notwithstanding the foregoing, the restrictions on the use and disclosure of Manager 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 8.1 any obligation 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 Owner (other than in connection with the performance of its rights or duties hereunder) before disclosure by Manager or disclosed to Owner by a third party not subject to confidentiality obligations to Manager or developed by Owner without use of Manager Confidential Information. In the event that Owner ; or any Person to which Owner has disclosed Manager 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, Owner shall and shall cause such Person to: (Aiv) provide Manager with prompt notice, Managed Facilities Guest Data to the extent legally permissibleused in accordance with this Agreement, so that Manager and its Affiliates may seek a protective order or other appropriate remedy or, in their discretion, waive compliance with the provisions of this Section 8.1; and (B) reasonably cooperate with Manager and its Affiliates, at their expense, in any effort Manager 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 its discretion waives compliance with the provisions of this Section 8.1, Owner shall and shall cause such Person to disclose to the Person compelling disclosure only that portion of the Manager Confidential Information that Owner 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 so disclosed (to the extent available). Owner 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 8.1.including 702580413 11172554 34