Common use of Use and Dissemination Clause in Contracts

Use and Dissemination. Recipient shall (i) maintain the confidentiality of Macy’s information and materials, in any form whether oral or written, that may be reasonably understood, from the nature of the information itself and/or the circumstances of disclosure, to be confidential and/or proprietary to Macy’s (including but not limited to the identity of the Property) (“Confidential Information”); (ii) take reasonable action to prevent the unauthorized disclosure of Confidential Information, including without limitation at least the action that Recipient takes to protect the confidentiality of its comparable confidential or proprietary information; (iii) carefully restrict access to Confidential Information to Recipient’s: (a) officers and employees who are subject to non- disclosure restrictions at least as protective as those in this Agreement and who need such access to participate on Recipient’s behalf in the analysis and negotiation of a business relationship or any agreement with Macy’s, and (b) legal counsel, certified public accountants, or other professional advisers having a need to use or evaluate the Confidential Information for the contemplated transaction, provided they agree to abide by the terms of this Agreement; and (iv) use the Confidential Information only for the business relationship with Xxxx’x. Recipient will be liable for the improper use or disclosure of Confidential Information by anyone with whom it shares the Confidential Information. Recipient acknowledges that, except as the parties may otherwise agree in writing, Xxxx’x has no obligation to (x) grant to Recipient any right or interest in any part or all of the Property or the Confidential Information, (y) give Recipient any right to market any of the Property; or (z) enter into any further agreement or participate in any transaction.