Common use of Non-Disclosure of Proprietary Information Clause in Contracts

Non-Disclosure of Proprietary Information. 6.1 Non-Disclosure of Proprietary and Confidential Information By Licensee. In consideration and recognition of the fact that during the License Period, Licensee may have access to Proprietary Information (as used in this Article VI, "Proprietary Information" shall mean and include, without limitation, any and all data concerning the Licensor's research, Product, manufacturing processes, inventions, improvements, discoveries (whether or not patentable), "know-how", training and techniques, and any other information of a similar nature disclosed to Licensee or otherwise made known to Licensee as a consequence of or through this Agreement during the term hereof. The term Proprietary Information shall not include any information that (i) at the time of the disclosure or thereafter is or becomes generally available to and known by the public, other than as a result of a disclosure by Licensee or any agent or representative of Licensee in violation of this Agreement, or (ii) was available to Licensee on a non-confidential basis from a source other than the Licensor, or any of the Licensor's officers, directors, employees, agents or other representatives) or other information and data of a secret and proprietary nature which the Licensor desires to keep confidential, and that the Licensor has furnished, or during the term will furnish such information to Licensee, Licensee agrees and acknowledges (as used in this Article VI, Licensee shall mean and include, Licensee and any subsidiaries, affiliates, related entities, officers, agents, shareholders, partners, principals and/or employees) that the Licensor has exclusive proprietary rights to all Proprietary Information, and Licensee hereby assigns to the Licensor all rights that it might otherwise possess in any Proprietary Information. Except as required in the performance of Licensee's duties to the Licensor, and only after obtaining the express written permission of Licensor, the Licensee will not at any time during or after the term hereof, directly or indirectly use, communicate, disclose, disseminate, lecture upon, publish articles or otherwise put in the public domain, any Proprietary Information relating to the Licensor or the Licensor's products, including the

Non-Disclosure of Proprietary Information. 6.1 Non-Disclosure of Proprietary and Confidential Information By Licensee. In consideration and recognition of the fact The Employee acknowledges that during the License Period, Licensee may have access to Proprietary Information (as used in this Article VI, "Proprietary Information" shall mean and include, without limitation, any and all data concerning the Licensor's researchtrademarks, Productservice marks, manufacturing processestrade names, inventionsservice names, improvementsbrand names, discoveries (whether or not patentable)copyrights, "trade secrets, know-how", training technology, computer software (including documentation and techniquesobject and source codes), call letters, logos, marketing plans, sales and promotional materials, telephone numbers, facsimile numbers and similar rights, and all registrations, applications, licenses and rights with respect to any other information of a similar nature disclosed to Licensee the foregoing (the “Intellectual Property”) developed by the Employee alone or otherwise made known to Licensee as a consequence in conjunction with others in connection with the business of the Company or through this Agreement its affiliates during the term hereofof the Employee’s employment with the Company (the “Proprietary Information “) shall be the sole and absolute property of the Company and/or its affiliates, as applicable, in perpetuity, that the Employee shall promptly disclose such Proprietary Information to the Company, and the Employee shall have no right, title or interest therein or to receive additional monies therefor, regardless of whether development occurred during working hours or any other time during the term of the Employee’s employment with the Company or its past or present affiliates. The term Employee shall assist the Company and its affiliates in obtaining copyrights or trademarks on all such Proprietary Information shall not include any information that (i) at the time of the disclosure deemed subject to copyright or thereafter is or becomes generally available to and known trademark by the publicCompany and/or its affiliates, other than as a result of a disclosure applicable, and shall execute all documents necessary to obtain such copyrights or trademarks and to vest the Company and/or its affiliates, as applicable, with full and extensive title to the copyrights and trademarks and to protect the copyrights and trademarks against infringement by Licensee or any agent or representative of Licensee in violation others. For purposes of this Agreement, Intellectual Property shall be deemed to have been made or (ii) was available to Licensee on a non-confidential basis from a source other than conceived during the Licensor, or any period of the Licensor's officersEmployee’s employment if, directorsduring such period, employees, agents the Intellectual Property was conceived or other representatives) or other information and data of a secret and proprietary nature which the Licensor desires first actually reduced to keep confidentialpractice, and the Employee agrees that any application to protect Intellectual Property filed by the Licensor has furnished, Employee within one (1) year after the termination of the Employee’s employment with the Company shall be presumed to relate to Intellectual Property made or discovered during the term will furnish such information to Licensee, Licensee agrees and acknowledges (as used in this Article VI, Licensee shall mean and include, Licensee and any subsidiaries, affiliates, related entities, officers, agents, shareholders, partners, principals and/or employees) that of the Licensor has exclusive proprietary rights to all Proprietary Information, and Licensee hereby assigns to Employee’s employment with the Licensor all rights that it might otherwise possess in any Proprietary Information. Except as required in Company unless the performance of Licensee's duties to Employee can establish the Licensor, and only after obtaining the express written permission of Licensor, the Licensee will not at any time during or after the term hereof, directly or indirectly use, communicate, disclose, disseminate, lecture upon, publish articles or otherwise put in the public domain, any Proprietary Information relating to the Licensor or the Licensor's products, including thecontrary.

Non-Disclosure of Proprietary Information. 6.1 NonLicensee shall not disclose any non-Disclosure public information and materials relating to Licensor, the business affairs of Proprietary Licensor or any hotel, resort, restaurant, spa, night club or other similar operation or facility that Licensor owns, leases, operates or franchises other than the Hotel and Confidential Information By Licensee. In consideration the operations and recognition facilities therein, including without limitation: (a) proprietary software relating specifically and uniquely to the Brand alone; (b) guest lists and guest history files; (c) operational manuals relating specifically and uniquely to the proprietary instructions, requirements, guidance or policy statements of the fact that Brand alone; (d) material relating to the operation and design standards; and (e) all trade secrets and copyrightable or patentable subject matter developed, acquired or licensed by Licensor in the operation of any hotel, resort, restaurant, spa, night club or other similar operation or similar facility Licensee, leased, operated or franchised by Licensor or any of its affiliates other than the Hotel and the operations and facilities therein (“Licensor Proprietary Information”) other than as required under the Loan Documents (as defined in the JV Agreement) or any future loan agreement, as expressly permitted by the Transaction Agreements, or in connection with the sale of the Hotel. Licensee, at all times during the License PeriodTerm (as defined in Section 5.1 below) of this Agreement and thereafter, shall use all commercially reasonable means to protect the confidentiality of the Licensor Proprietary Information and shall not communicate or make the Licensor Proprietary Information available to, or use it for the benefit of, any unauthorized persons or entities. If Licensee or any of its affiliates receives a request to disclose any Licensor Proprietary Information by subpoena, oral question, interrogatory, request for information or documents, civil investigative demand, order, or similar process from the U.S. Securities and Exchange Commission, the New York or California Attorney General, the Nevada Gaming Commission or any other applicable regulatory agency or governmental authority or from Licensee’s direct or indirect investors, owners or partners, Licensee may have access to Proprietary Information (as used in this Article VI, "Proprietary Information" shall mean and include, without limitation, any and all data concerning the Licensor's research, Product, manufacturing processes, inventions, improvements, discoveries (whether or not patentable), "know-how", training and techniques, and any other information of a similar nature disclosed to Licensee or otherwise made known to Licensee as a consequence of or through this Agreement during the term hereof. The term Proprietary Information shall not include any information that shall: (i) at the time of the disclosure or thereafter is or becomes generally available to and known by the public, other than as a result of a disclosure by Licensee or any agent or representative of Licensee in violation of this Agreement, or promptly notify Licensor; (ii) was available consult with Licensor on the advisability of taking steps to Licensee on a non-confidential basis from a source other than the Licensorresist or narrow such request; and (iii) if disclosure is required or deemed advisable, or cooperate with Licensor in any of the Licensor's officers, directors, employees, agents attempt Licensor may make to obtain an order or other representatives) assurance that confidential treatment will be accorded to the matters disclosed. Except as set forth in the Transaction Agreements or other information and data required by legal counsel, upon the termination or expiration of a secret and proprietary nature which the Licensor desires to keep confidential, and that the Licensor has furnished, or during the term will furnish such information to Licensee, Licensee agrees and acknowledges (as used in this Article VIAgreement for any reason whatsoever, Licensee shall mean and includepromptly, Licensee and any subsidiaries, affiliates, related entities, officers, agents, shareholders, partners, principals and/or employees) that the Licensor has exclusive proprietary rights to all Proprietary Information, and Licensee hereby assigns to the extent reasonably practicable, return to Licensor all rights that it might otherwise possess in any Proprietary Information. Except as required in the performance of Licensee's duties to the Licensor, and only after obtaining the express written permission of Licensor, the Licensee will not at any time during or after the term hereof, directly or indirectly use, communicate, disclose, disseminate, lecture upon, publish articles or otherwise put in the public domain, any Licensor Proprietary Information relating to the in tangible form that Licensee received from or on behalf of Licensor and shall not retain any copies or the Licensor's products, including theextracts therefrom.

Non-Disclosure of Proprietary Information. 6.1 Non-Disclosure of Proprietary (a) The Company may have provided and/or may provide you with access to confidential, proprietary, and Confidential Information By Licensee. In consideration and recognition highly sensitive information relating to the business of the fact that during Company, which is a competitive asset of the License PeriodCompany, Licensee and which may have access to Proprietary Information (as used in this Article VI, "Proprietary Information" shall mean and include, without limitation, any data and all information: (i) relating to the Company’s business, regardless of whether the data concerning the Licensor's research, Product, manufacturing processes, inventions, improvements, discoveries or information constitutes a trade secret; (whether or not patentable), "know-how", training and techniques, and any other information of a similar nature ii) disclosed to Licensee you or otherwise made known to Licensee of which you became aware of as a consequence of your relationship with the Company or through this Agreement during any of its affiliates; (iii) having value to the term hereofCompany or any of its affiliates; (iv) not generally known to competitors of the Company; and (v) which may include, without limitation, trade secrets, methods of operation, information regarding acquisitions and dispositions, tenant (including prospective tenant) and lease information, shareholder information, financial information and projections, personnel data, information of any third party provided to the Company or any of its affiliates which the Company or any affiliate is obligated to treat as confidential, and similar information. The confidential, proprietary, and highly sensitive information described herein above is referred to as “Proprietary Information.” The Company and you hereby agree that the term Proprietary Information shall include only such information of which you have specific knowledge. (b) You acknowledge and understand that the term Proprietary Information does not include any information that or know-how which: (i) at has been voluntarily disclosed to the time public by the Company, except where such public disclosure has been made without authorization from the Company; (ii) which has otherwise entered the public domain through lawful means, or (iii) is approved for release by written authorization of the Company. (c) You acknowledge that from time to time the Company may have and/or may disclose Proprietary Information to you in order to enable you to perform your duties for the Company. You recognize and agree that the unauthorized disclosure of Proprietary Information could place the Company at a competitive disadvantage. Consequently, you agree not: (i) to use, at any time, any Proprietary Information for your own benefit or thereafter is for the benefit of any person, entity, or becomes generally available to and known by the public, corporation other than as a result of a disclosure by Licensee or any agent or representative of Licensee in violation of this Agreement, the Company; or (ii) was available to Licensee on disclose, directly or indirectly, any Proprietary Information to any person who is not a non-confidential basis from a source other than the Licensor, current trustee or any employee of the Licensor's officersCompany, directors, employees, agents or other representatives) or other information and data of a secret and proprietary nature which the Licensor desires to keep confidential, and that the Licensor has furnished, or during the term will furnish such information to Licensee, Licensee agrees and acknowledges (as used in this Article VI, Licensee shall mean and include, Licensee and any subsidiaries, affiliates, related entities, officers, agents, shareholders, partners, principals and/or employees) that the Licensor has exclusive proprietary rights to all Proprietary Information, and Licensee hereby assigns to the Licensor all rights that it might otherwise possess in any Proprietary Information. Except as required except in the performance of Licensee's the duties assigned to you by the LicensorCompany, and only after obtaining the express written permission of Licensor, the Licensee will not at any time during before or after the term hereoftermination of your employment, without the express, written consent of the Company. You further acknowledge and agree not to make copies, except in the performance of the duties assigned to you by the Company, of any Proprietary Information, except as authorized by the Company. (d) You acknowledge that any and all documents, including documents containing Proprietary Information, furnished by the Company or otherwise acquired or developed by you in connection with your employment or association with the Company (collectively, “Recipient Materials”) shall at all times be the property of the Company. Prior to or on the Separation Date, you shall destroy or return to the Company any Recipient Materials that are in your possession, custody, or control. (e) Nothing contained herein shall prohibit you from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Occupational Safety and Health Administration, the Equal Employment Opportunity Commission, any Inspector General, or making other disclosures protected under the whistleblower provisions of federal law or regulation. You do not need the prior authorization of the Company to make any such reports or disclosures and you are not required to notify the Company that you have made such reports or disclosures. (f) Notwithstanding anything to the contrary contain herein, the Parties hereto acknowledge that pursuant to 18 USC § 1833(b), you may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly useindirectly, communicateor to an attorney, disclosesolely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, disseminateif such filing is made under seal. Additionally, lecture uponthe parties hereto acknowledge that if you xxx the Company for retaliation based on the reporting of a suspected violation of law, publish articles or otherwise put you may disclose a trade secret to your attorney and use the trade secret information in the public domaincourt proceeding, so long as any Proprietary Information relating document containing the trade secret is filed under seal and you do not disclose the trade secret except pursuant to the Licensor or the Licensor's products, including thecourt order.

Non-Disclosure of Proprietary Information. 6.1 Non-Disclosure of Proprietary and Confidential Information By Licensee. In consideration and recognition of the fact that during the License Period, Licensee may have access to Proprietary Information (as used in this Article VI, "Proprietary Information" shall mean and include, without limitation, any and all data concerning the Licensor's research, Product, manufacturing processes, inventions, improvements, discoveries (whether or not patentable), "know-how", training and techniques, and any other information of a similar nature disclosed to Licensee or otherwise made known to Licensee as a consequence of or through this Agreement during the term hereof. The term Proprietary Information shall not include any information that (i) at the time of the disclosure or thereafter is or becomes generally available to and known by the public, other than as a result of a disclosure by Licensee or any agent or representative of Licensee in violation of this Agreement, or (ii) was available to Licensee on a non-confidential basis from a source other than the Licensor, or any of the Licensor's officers, directors, employees, agents or other representatives) or other information and data of a secret and proprietary nature which the Licensor desires to keep confidential, and that the Licensor has furnished, or during the term will furnish such information to Licensee, Licensee agrees and acknowledges (as used in this Article VI, Licensee shall mean and include, Licensee and any subsidiaries, affiliates, related entities, officers, agents, shareholders, partners, principals and/or employees) that the Licensor has exclusive proprietary rights to all Proprietary Information, and Licensee hereby assigns to the Licensor all rights that it might otherwise possess in any Proprietary Information. Except as required in the performance of Licensee's duties to the Licensor, and only after obtaining the express written permission of Licensor, the Licensee will not at any time during or after the term hereof, directly or indirectly use, communicate, disclose, disseminate, lecture upon, publish articles or otherwise put in the public domain, any Proprietary Information relating to the Licensor or the Licensor's products, including thethe Product. Licensee shall deliver to the Licensor any and all copies of Proprietary Information in the possession or control of Licensee upon the expiration or termination of this Agreement, or at any other time upon request by the Licensor. The provisions of this section shall survive the termination of this Agreement.

Non-Disclosure of Proprietary Information. 6.1 Non-Disclosure of Proprietary and Confidential Information By Licensee. In consideration and recognition of the fact that during the License Period, Licensee may have access to Proprietary Information (as used in this Article VI, "Proprietary Information" shall mean and include, without limitation, any and all data concerning the Licensor's research, Product, manufacturing processes, inventions, improvements, discoveries (whether or not patentable), "know-how", training and techniques, and any other information of a similar nature disclosed to Licensee or otherwise made known to Licensee as a consequence of or through this Agreement during the term hereof. The term Proprietary Information shall not include any information that (ia) at the time of the disclosure or thereafter is or becomes generally available to and known by the public, other than as a result of a disclosure by Licensee or any agent or representative of Licensee in violation For purposes of this Agreement, the term “Proprietary Information” includes all information concerning trade secrets, patents, patents pending, the identity and preference of Company’s customers to the extent that such information is a valuable component of Company’s business, is identified as proprietary and is not generally ascertainable by parties unaffiliated with Company. b) Consultant acknowledges and agrees that, during the term of this Agreement, by reason of his position, he will have the opportunity and obligation to become familiar with Proprietary Information. Consultant acknowledges and agrees that the knowledge of the Proprietary Information compromises a valuable business asset of the Company. Consultant further acknowledges and agrees that Company intends to enhance the value of Proprietary Information through extensive investments in engineering, research, marketing and developing customer relations and Consultant will help accomplish this goal. Consultant acknowledges and agrees that Company has a legitimate interest in protecting Proprietary Information from misappropriation or (diversion by Consultant. The parties have considered carefully how best to protect this legitimate interest and hereby agree to the following restrictions and requirements, as the most reasonable and equitable under the circumstances: i) During the term of this Agreement and anytime thereafter, Consultant will take all reasonable steps to ensure the confidentiality of all Proprietary Information and shall not use such Proprietary Information except in connection with the performance of his services to Company; ii) was available to Licensee on upon termination of this Agreement, for whatever reason, Consultant shall return all Company property, including all customer lists and all other records of material containing Proprietary Information, whether prepared personally by Consultant or not, and shall make no further use thereof whatsoever. c) The parties agree that a non-confidential basis from a source other than the Licensor, or breach of any of the Licensor's officersprovisions of this section 8 by Consultant may result in irreparable damage and harm to Company and that Company will be without an adequate remedy at law in the event of such breach. Therefore, directorsConsultant agrees that in the event of an actual or threatened breach of this section 8, employeesCompany may, agents or other representatives) or other information at its exclusive remedy, institute and data prosecute proceedings in any court of a secret and proprietary nature which the Licensor desires competent jurisdiction to keep confidentialenjoin Consultant from violating said provision of this Agreement, and that the Licensor has furnished, or during the term will furnish such information to Licensee, Licensee agrees and acknowledges (as used in this Article VI, Licensee shall mean and include, Licensee and any subsidiaries, affiliates, related entities, officers, agents, shareholders, partners, principals and/or employees) that the Licensor has exclusive proprietary rights to all Proprietary Information, and Licensee hereby assigns to the Licensor all rights that it might otherwise possess in any Proprietary Information. Except as required in such proceedings Consultant shall not assert that Company has an adequate remedy at law for the performance breach by Consultant of Licensee's duties to the Licensor, and only after obtaining the express written permission said provisions of Licensor, the Licensee will not at any time during or after the term hereof, directly or indirectly use, communicate, disclose, disseminate, lecture upon, publish articles or otherwise put in the public domain, any Proprietary Information relating to the Licensor or the Licensor's products, including thethis Agreement.