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EXHIBIT 2
<br />of firewalls and other technology generally used in the trade fails to
<br />prevent unauthorized third party access to Client Data; or (B) its
<br />use of encryption technology generally used in the trade fails to
<br />prevent unauthorized third party access to Client Data transmis-
<br />sions. Nothing In this section 8(b) (Limited Liability for Unauthorized
<br />Client Data Access) shall constitute a representation or warranty
<br />by Yardi that Client Data storage or transmission will be inaccessi-
<br />ble to unauthorized third parties.
<br />9. Confidentiality.
<br />a. Confidential Information Definition. "Confidential Infor-
<br />mation" means all technical and non -technical information includ-
<br />ing: (I) Client Data, (ii) patent, copyright, trade secret, and other
<br />proprietary information; (i€€) inventions, know-how, processes, or al-
<br />gorithms; (iv) software programs, software source documents, ob-
<br />ject code, source code, database dictionaries, network diagrams,
<br />UML diagrams, Licensed Programs, Licensed Programs Docu-
<br />mentation, Licensed Programs schema, Licensed Programs func-
<br />tions, Licensed Programs user interface screens, SSIS, data ware-
<br />house schema, cube specifications and configuration, the reports
<br />generated by the Licensed Programs, Yardi Cloud specifications
<br />and configuration, Yardi Cloud hardware specifications and config-
<br />uration, and Yardi Cloud Services; (v) development, design details
<br />and specifications; (vi) a party's financial Information; (vii) customer
<br />lists, business forecasts, sales and marketing plans and infor-
<br />mation; (viii) the prices offered or paid per this Agreement for
<br />Yardi's products and services; (ix) SSAE18 audit reports and PCI
<br />DSS attestations of compliance and any information related to
<br />SSAE18 audit reports and/or PCI DSS attestations of compliance;
<br />(x) this Agreement's terms; and (A) any other Information disclosed
<br />by a party, or to which a party is exposed because of this Agree-
<br />ment, that the disclosing party Identifies as confidential at the time
<br />of disclosure or which — by its nature - reasonably should be re-
<br />garded as confidential.
<br />b. Nondisclosure and Nonuse Obligations. Each party (the
<br />"Receiving Party") agrees that it will not disseminate, distribute,
<br />expose, or in any way disclose any Confidential Information of the
<br />other party (the "Disclosing Party") to any third party. The Receiv-
<br />ing Party may use the Disclosing Parry's Confidential Information
<br />to the extent necessary to perform its obligations under this Agree-
<br />ment. The Receiving Parry's employees and Contractors may use
<br />Confidential Information only for the specific business purpose for
<br />which it was made available and not for any other purpose. The
<br />Receiving Party's employees and Contractors may not use Confi-
<br />dential Information in any way that may compete with Disclosing
<br />Party. The Receiving Party may not disclose Confidential Infor-
<br />mation to its employees and Contractors for the purpose of ena-
<br />bling any such employees or Contractors to service, maintain, or
<br />modify the Licensed Programs. The Receiving Party agrees that it
<br />will treat all Confidential Information with the same degree of care
<br />as the Receiving Party accords its own Confidential Information,
<br />but in no event less than reasonable care. The Receiving Party
<br />agrees that it shall disclose Confidential Information only to those
<br />of its employees and Contractors who need to know such infor-
<br />mation, and the Receiving Party certifies that such employees and
<br />Contractors have previously agreed, either as a condition to em-
<br />ployment or in order to obtain the Confidential Information, to be
<br />bound by terms and conditions applicable to the Receiving Party
<br />under this Agreement. The Receiving Party shall immediately give
<br />notice to the Disclosing Party of any unauthorized use or disclosure
<br />of the Disclosing Party's Confidential Information. The Receiving
<br />Party agrees to assist the Disclosing Party in remedying any such
<br />unauthorized use or disclosure of Disclosing Parry's Confidential
<br />Information.
<br />c. Exclusions from Nondisclosure and Nonuse Obliga-
<br />tions. The Receiving Party's obligations per section 9(b) (Nondis-
<br />closure and Nonuse Obligations) shall not apply to Confidential In-
<br />formation that the Receiving Party can document: (i) was (through
<br />no fault of the Receiving Party) In the public domain at or subse-
<br />quent to the time the Disclosing Party disclosed the information to
<br />the Receiving Party; (ii) was rightfully in the Receiving Party's pos-
<br />session free of any confidentiality obligation at or subsequent to the
<br />time the Disclosing Party disclosed It to the Receiving Party; or
<br />(ill) was developed by the Receiving Party's employees or agents
<br />Independent of, and without reference to, any Information commu-
<br />nicated to the Receiving Party by the Disclosing Party. A Confiden-
<br />tial Information disclosure by the Receiving Party either. (A) in re-
<br />sponse to an enforceable order by a court or other governmental
<br />body; (B) as otherwise required by law; or (C) necessary to estab-
<br />lish the rights of either party under this Agreement, shall not be a
<br />breach of this Agreement by the Receiving Party or a waiver of
<br />confidentiality for other purposes; provided, however, the Rece€v-
<br />Ing Party shall provide prompt prior written notice of any such Con-
<br />fidential Information disclosure to the Disclosing Party (to the extent
<br />allowed by applicable law) to enable the Disclosing Party to seek a
<br />protective order or otherwise prevent such disclosure.
<br />d. Ownership and Return of Confidential Information. The
<br />Disclosing Party's Confidential Information is and shall remain the
<br />Disclosing Party's property, and this Agreement does not grant or
<br />Imply any license or other rights to the Disclosing Party's Confiden-
<br />tial Information except as expressly set forth in this Agreement.
<br />Within 5 business days after the Disclosing Party's request, the Re-
<br />ceiving Party will promptly either (at the Disclosing Party's election)
<br />destroy or deliver to the Disclosing Party all Confidential Infor-
<br />mation fumished to the Receiving Party, and the Receiving Party
<br />agrees to provide a written officer's certification of the Receiving
<br />Party's compliance with the foregoing obligation.
<br />e. Third Party Information Disclosure. The Disclosing Party
<br />shall not communicate any information to the Receiving Party in
<br />violation of the proprietary rights of any third party.
<br />10. Warranties.
<br />a. Limited Software Warranty. Yardi warrants that the Li-
<br />censed Programs will perform substantially as specified in the Li-
<br />censed Programs Documentation. Yardi does not warrant that the
<br />Licensed Programs will meet Client's requirements and expecta-
<br />tions.
<br />b. Remedy for Limited Software Warranty Breach. If Yardi
<br />breaches the warranty set forth in section 10(a) (Limited Software
<br />Warranty), Yana€ agrees to use commercially reasonable efforts to
<br />modify the Licensed Programs so that the Licensed Programs con-
<br />form to that warranty. If such modification is not commercially rea-
<br />sonable, then Yardi will notify Client and Client may terminate this
<br />Agreement. In the event Client terminates this Agreement per this
<br />section 10(b) (Remedy for Limited Software Warranty Breach),
<br />Yardi will refund to Client, on a pro-rata basis, the annual Fees paid
<br />by Client to Yardi within the year prior to the effective date of CII-
<br />anl's termination. THE FOREGOING REMEDY IS CLIENT'S SOLE
<br />REMEDY IN THE EVENT OF A BREACH OF THE WARRANTY
<br />SET FORTH IN SECTION 10(a) (Limited Software Warranty).
<br />c. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET
<br />FORTH IN THIS AGREEMENT, AND TO THE FULLEST EXTENT
<br />ALLOWED UNDER APPLICABLE LAW, YARDI DISCLAIMS
<br />ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES
<br />WITH REGARD TO THE LICENSED PROGRAMS INCLUDING,
<br />BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MER-
<br />CHANTABILITY AND FITNESS FOR A PARTICULAR PUR-
<br />POSE.
<br />d. Internet Performance Disclaimer. Yards does not and
<br />cannot control the flow of data via the Inlemet. Such flow depends
<br />In large part on the performance of Internet services provided or
<br />controlled by third parties. At times, actions or Inactions of such
<br />Page 4 of 11
<br />Confidential
<br />Preparation Date: January 6, 2020 5:03 PM
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