Common use of Nondisclosure and Use of Confidential Information Clause in Contracts

Nondisclosure and Use of Confidential Information. Without the Disclosing Party’s prior written consent, the Receiving Party shall not: (a) disclose to any third party the fact that the Disclosing Party has provided any Confidential Information to the Receiving Party; (b) disclose to any third party the Confidential Information or any portion thereof; or (c) use any Confidential Information for any purpose other than for the purpose stated in paragraph “A” above. The Confidential Information may be disclosed to Receiving Party’s affiliates, directors, officers, employees, consultants, subcontractors and agents and its affiliates’ directors, officers, employees, consultants, subcontractors and agents (collectively, “Representatives”), but only if each such Representative needs to know the Confidential Information in connection with the Project described above and signs the Individual Non-Disclosure Agreement (“INA”) set forth as Attachment 1 to this Agreement. The Receiving Party shall provide a copy of each INA to the Disclosing Party within ten (10) business days after the INA is signed. The Confidential Information shall not be used by the Receiving Party or its Representatives for any purpose other than in connection with the Project. It is understood that (i) such Representatives shall be informed by the Receiving Party of the confidential nature of the Confidential Information and shall be required to adhere to the terms of this Agreement by the Receiving Party, and (ii) in any event, Receiving Party shall be responsible for any breach of this Agreement by any of its Representatives. Receiving Party shall not disclose the Confidential Information in any form whatsoever to any person other than as permitted hereby, and shall safeguard the Confidential Information from unauthorized disclosure. For purposes hereof, “person” will be interpreted broadly to include any corporation, company, partnership, individual or governmental authority.

Nondisclosure and Use of Confidential Information. Without In the course of performance under this Agreement, Owner and Servicer (each a “Disclosing Party’s prior written consent, ”) may find it necessary or expedient to share Confidential Information with the other party (each a “Receiving Party”). Any Confidential Information provided by Disclosing Party (i) will be kept confidential by Receiving Party shall not: and (aii) disclose to any third party the fact that the Disclosing Party has provided any Confidential Information to the Receiving Party; (b) disclose to any third party the Confidential Information or any portion thereof; or (c) use any Confidential Information for any purpose other than for the purpose stated in paragraph “A” above. The Confidential Information may be disclosed to Receiving Party’s affiliates, directors, officers, employees, consultants, subcontractors and agents and its affiliates’ directors, officers, employees, consultants, subcontractors and agents (collectively, “Representatives”), but only if each such Representative needs to know the Confidential Information in connection with the Project described above and signs the Individual Non-Disclosure Agreement (“INA”) set forth as Attachment 1 to this Agreement. The Receiving Party shall provide a copy of each INA to the Disclosing Party within ten (10) business days after the INA is signed. The Confidential Information shall will not be used by the Receiving Party or its Representatives for any purpose other than in connection with the Projectperformance of its duties under this Agreement. It is understood Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it and shall not remove, overprint or deface any notice of copyright, trademark, logo, legend or other notices of ownership from any originals or copies of Confidential Information. Receiving Party will use not less than the same standard of care and discretion to avoid disclosure, publication or dissemination of Confidential Information provided by Disclosing Party as it uses with its own similar information that it does not wish to disclose, publish or disseminate, but in no event shall such standard be less than reasonable care. Receiving Party may disclose the Confidential Information provided by Disclosing Party to representatives of Receiving Party as follows: (i) such Representatives shall be informed Receiving Party’s employees and officers, and employees and officers of Receiving Party’s affiliated companies, who have a need to know the Confidential Information provided by Disclosing Party in connection with the performance of the Receiving Party’s duties under this Agreement, (ii) Receiving Party’s attorneys, vendors, consultants, accountants and auditors, and (iii) any other third party with the prior written consent of Disclosing Party. Except as required or permitted by Applicable Requirements, Receiving Party will not disclose Confidential Information to any other person. Receiving Party will (i) inform each of its representatives receiving Confidential Information provided by Disclosing Party of the confidential nature of such Confidential Information and of this Agreement, (ii) direct Receiving Party representatives to treat the Confidential Information provided by Disclosing Party confidentially and shall be required not to adhere to use it other than in connection with the terms performance of this Agreement by the duties of the Receiving PartyParty or the performance of the services provided by such representatives, and (iiiii) in any event, Receiving Party shall be responsible for any breach improper use of this Agreement by any of its Representatives. Receiving Party shall not disclose the Confidential Information in by Receiving Party or Receiving Party representatives (including, without limitation, representatives who, subsequent to the first date of disclosure of Confidential Information hereunder, become former representatives), including the obligation of advising the Disclosing Party of any form whatsoever to any person other than as permitted hereby, and shall safeguard improper access or use of the Confidential Information from unauthorized disclosure. For purposes hereof, “person” will be interpreted broadly to include any corporation, company, partnership, individual or governmental authorityInformation.

Nondisclosure and Use of Confidential Information. Without the Disclosing Party’s prior written consent, the Receiving Party The Recipient shall not: (a) disclose to any third party use, or permit the fact that the Disclosing Party has provided any Confidential Information to be used, for any purpose other than to fulfill or deliver on the Receiving Partyperformance of the Executive’s role covered by this Agreement; (b) disclose to any third party the Confidential Information to any person or any portion thereof; or (c) use any Confidential Information for any purpose entity without the express prior written consent of the Disclosing Party, unless otherwise permitted within this Agreement, other than for to the purpose stated in paragraph “A” above. The Confidential Information may be disclosed to Receiving PartyRecipient’s affiliates, or to the Recipient’s or its affiliates’ respective advisors, directors, officers, employees, consultantsaccountants, subcontractors and agents and its affiliates’ directorsattorneys, officers, employeesagents, consultants, subcontractors auditors, providers or prospective providers of financing and agents their advisors (collectively, hereinafter a Party’s “Representatives”), but only if each such Representative needs to know ) for the Confidential Information in connection with purpose of fulfilling or delivering on the Project described above and signs performance of the Individual Non-Disclosure Agreement (“INA”) set forth as Attachment 1 to Services covered by this Agreement. The Receiving Party ; and (c) exercise a degree of care less than what the Recipient uses to protect its own information of a similar nature, which shall provide a copy be no less than the reasonable care, to protect and avoid disclosure of each INA to the Disclosing Party within ten (10) business days after the INA is signedParty’s Confidential Information. The Confidential Information shall not be used by the Receiving Party or its Representatives for any purpose other than in connection with the Project. It is understood that (i) such Representatives shall be informed by the Receiving Party of the confidential nature of the Confidential Information and shall be required to adhere to the terms of this Agreement by the Receiving Party, and (ii) in In any event, Receiving Party the Recipient shall be responsible for any breach of this Agreement by the Recipient or any of its Representatives. Receiving Party shall not disclose the Representatives and agrees, at its sole expense, to take reasonable measures to restrain its Representatives from any prohibited disclosure of Confidential Information and to promptly notify the Disclosing Party of any use or disclosure of Confidential Information by itself or its Representatives in contravention of this Agreement. Notwithstanding any provision contained herein to the contrary, nothing in this Agreement limits, restricts or in any form whatsoever other way affects Executive’s right to communicate in good faith with any person other than as permitted herebygovernmental agency or entity and Executive will not be civilly liable under any federal, and shall safeguard state, or local law for the Confidential Information from unauthorized disclosure. For purposes hereofgood faith disclosure of a trade secret to a federal, “person” will be interpreted broadly to include any corporationstate, company, partnership, individual or local governmental authorityofficial.