Owner Confidential Information. ARP Developer acknowledges that it will receive information and documentation about Owners which is personal and/or confidential (“Owner Confidential Information”). “Owner Confidential Information,” as used herein, includes, but is not limited to, financial information about an Owner, the fact that an Owner has applied for and/or been approved or denied for a ARP Funds, any information submitted to Developer and/or GSFA with or on any application or other document in connection with a ARP Funds, any information on any ARP Funds or credit document (whether created by GSFA or a third party), and any other Owner information reasonably deemed by GSFA and/or Owner to be personal and/or confidential. Owner Confidential Information may be in oral, written, graphic, or electronic format. XXX Xxxxxxxxx agrees that at all times during and after the term of this Agreement, ARP Developer will keep confidential and not disclose to any third party or use Owner Confidential Information except to the extent necessary to assist Owner with the ARP Funds application and origination process, without the express and prior written permission of Owner. Without limiting the generality of the foregoing, XXX Xxxxxxxxx agrees to protect Owner Confidential Information with at least that degree of care with which it protects its own confidential information. ARP Developer acknowledges that it is aware that the unauthorized disclosure of Owner Confidential Information may be highly prejudicial to the Owner’s interests, an invasion of privacy, and an improper disclosure of financial information in violation of state and federal law. ARP Developer will immediately notify GSFA, orally and in writing, of any actual or suspected misuse, misappropriation or unauthorized disclosure of Owner Confidential Information. Finally, ARP Developer agrees, upon written request, to return to GSFA or destroy any Owner Confidential Information obtained or received by Developer.
Owner Confidential Information. Operator shall maintain the confidentiality of all nonpublic or confidential information (x) furnished to Operator or its representatives by or on behalf of Owner or (y) prepared by Owner (and disclosed to Operator) or at the direction of the Board by Operator or its Affiliates for Owner in the performance of the services hereunder utilizing the information referred to in clause (x) above (in each case irrespective of the form of communication and whether such information is furnished on or after the Effective Date) (the “Confidential Information”); provided, however, that Operator may disclose such Confidential Information (i) to its Affiliates to the extent deemed by Operator to be reasonably necessary or desirable to enable it to perform the services hereunder (provided, however, that such Affiliate has entered into a confidentiality agreement containing terms no less favorable than set forth in this Section 13 or such Affiliate is informed of the confidentiality and non-use provisions of this Agreement and agrees to comply with such provisions); (ii) to the extent necessary for Operator or its Affiliates to provide services for third parties that have interests in the Properties; (iii) in any judicial or alternative dispute resolution proceeding to resolve disputes between Operator or its Affiliates and Owner or its Affiliates arising hereunder; (iv) to the extent disclosure is legally required under applicable Legal Requirements (provided, however, that prior to making any legally required disclosures in any judicial, regulatory or dispute resolution proceeding, Operator shall promptly Notify the Board thereof and, if requested by the Board, at Owner’s sole cost and expense, seek a protective order or other relief to prevent or reduce the scope of such disclosure); (v) to Operator’s or its Affiliates’ existing or potential lenders, investors, joint interest owners, purchasers or other parties with whom Operator or its Affiliates may enter into contractual relationships, to the extent deemed by Operator to be reasonably necessary or desirable to enable it to perform the services hereunder or to obtain the financing or to pursue such other transaction or contractual arrangement for which such disclosure is necessary or desirable, as applicable (provided, however, that such third party has entered into a confidentiality agreement for the benefit of Owner containing terms no less favorable than set forth in this Section 13); (vi) if authorized by the Boar...
Owner Confidential Information. For purposes of this Agreement, any information, material or documents regarding the ownership, financing, policies, procedures, businesses currently or formerly conducted, or proposed to be conducted, pertaining to Owner or Project that is furnished to, or in possession of, Developer, in each case, in connection with the services provided under this Agreement and irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by Developer, its officers, employees and agents, that contain, or otherwise reflect, such information, material or documents is hereinafter referred to as “Owner Confidential Information.” Owner Confidential Information does not include, and there shall be no obligation hereunder with respect to, information that (a) is or becomes generally available to the public, other than as a result of a disclosure by Developer, its officers, employees and agents not otherwise permissible hereunder; (b) Developer can demonstrate was or became available to Developer, its officers, employees and agents from a source other than Owner, its officers, employees and agents; or (c) is developed independently by Developer, its officers, employees and agents without reference to Owner Confidential Information; provided, however, that, in the case of clause (b), the source of such information was not known by Developer to be bound by a confidentiality or non-disclosure agreement with, or other contractual, legal or fiduciary obligation of confidentiality to Owner, its officers, employees and agents with respect to such information. To the extent that Confidential Information is made available to Developer, Developer agrees to respect and to cause its officers, employees and agents to respect said confidentiality. All documents, plans, drawings, correspondence or other materials furnished by Owner to Developer shall remain the property of Owner and, upon the termination of this Agreement or upon Owner’s earlier request, shall be returned to Owner.
Owner Confidential Information information relating to Owner’s business that derives value, actual or potential, from not being generally known to others, including any documents and information specifically designated by Owner orally or in writing as confidential or by its nature would reasonably be understood to be confidential or proprietary, to which Manager obtains access by virtue of the relationship between the Parties. Owner Indemnified Parties – as defined in Section 12.3.2. Owner’s Representative – as defined in Section 19.6.
