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<br /> should be regarded as confidential. piiance with the foregoing obligation,
<br /> b. Nondisclas~re and Nonuse Obligations. Each e. Third Party Information pisclosure. The Disclosing
<br /> party {the ul~eceiving Party„} agrees #hat it will not use, Party shall not communicate any informatiar~ to the Receiv-
<br /> disseminate, or in any way disclose any Confidential lr~for~ ing Part}r in violation of the proprietary rights of any third
<br /> motion of the other party the "Disclosing laartyn}, to any party. -
<br /> third party, except that the Receiving Party may use the
<br /> Disclosing Party's Confdential Jnformatian to tl~e extent ~ ~Ilarranties.
<br /> necessary to perform its obligations under this Agreement. a. Lirnitect ~Illarran€y. Yardi warrants that the Licensed
<br /> The Receiving Party agrees that it will Treat all Confidential Programs will perform substantially as specified in the Li-
<br /> lnformation vrith the same degree of care as the Receiving tensed Programs Doc€~mentatian. Yardi does not warrant
<br /> Party accords its own Confdential fnforrr~ation, but in no that the ~.icer~sed Programs will meet Client's requirements
<br /> event less than reasonable care. T>~e Receiving Party and expectations.
<br /> agrees #hat it shall disclose Contialential lnforrnatian only to
<br /> those of its employees arrd Contractors who need to know b. Remedy for Limited Warranty Breach. if Yardi
<br /> such information, and the Receiving Party certifies that such breaches the warranty set forth in section 10~a~ Limited
<br /> employees and contractors have previously agreed, either Vllarranty}, Yardi agrees to use commercially reasonable
<br /> as a condition to employment or in order to obtain the Confi- efforts to modify the Licensed Programs so that they corr-
<br /> de~tial lr~formation, to bound by terms and conditions form to that vrranty. if such modifcation is not commercial-
<br /> applicable to the Receiving Party under this Agreement. The ly reasonable, then Yardi will notify Client and Client may
<br /> Receiving ]'arty shall immediately give notice fo the Disclos- terminate t#~is Agreement. In the event Client terminates this
<br /> ing Party of ar~y or~authorized use or d"rsclasure of the Dis- Agreement per this section tg{h} Remedy for Limited War-
<br /> closing Party's Cont~dential Information. The Receiving Party ranty Breach}, Yardi will re€und to Client, an a pro-rata basis,
<br /> agrees to assist the Disclosing Party in remedying any such the annual Fees paid by Client to Yardi within the year prior
<br /> unauthorized Use or disclosure of l~isciosirrg Party's Conn-~ to the effective date of Client's termination. THE 1=0RE-
<br /> der~tia! Information. ~ ~ GGINC REMEDY IS CL1l~NT'S SDLE R~11~EDY iN THE
<br /> EVENT OF A BREACH OF THE 1NARRANTY SET FDRTI-t
<br /> c. Excl~slons from Nondisclosure arrd Nonuse Qb~ lit! SECTION 14~a~ Limited ylJarranty}.
<br /> lic~atiorrs. The Receiving Party's obligations per section 9{b}
<br /> {Nondisclosure.and Nonuse Obiigattons~ shall not appl~r to c. 1arranty Disclaimer. 1=XCEPT AS E~PI~ESSLY
<br /> Confiderrtrai Information that the Receiving Party can docu- SET FORTH THIS AGREEMENT, AND TO THE Fk~L-
<br /> rrient: ~i} was {through no fault of the Receiving Party} public LEST I=TENT ALL4WEa UNDER APPLi~ABLE f~AW,
<br /> domain at or subsequent to the time the Disclosing Party YARDI DISCLAIMS ALL EXPRESS, IMPt*IED AND TA-
<br /> disclosed the iuformation. to the Receiving Part~r, (ii.~ was Tt~ITORY VYARRANYlES V~ITH REGARD TO THE Li-
<br /> rightfully in the Receiving Par's possession free of any CENSER RROGAINS INCL~QING, BUT N~3T L!MlTED TO, -
<br /> confident'sality obligation at or subsequent to the time the fiHE IMPLIED WARI~ANTlE OF Mf=RCHA~lTA6lLITY
<br /> fisclosing Party disclosed it to the Receiving Party, or AND FITNESS FOR A PARTICULAR PtfRPOSE.
<br /> viii}was developed by the Receiving Party's employees or -
<br /> agents independent of, and without reference ta, any infor- d. Ir~terr~et Performance pisclaimer. Yardi does not
<br /> rnation communicated to the Receiving Party by the Disclos- and cannot control the flow of data via the internat. Such
<br /> ing Party. A Confidential Infam~atiorr disclosure by the Re- #iow depends in large part an ttre performance of irrtemet
<br /> ceivirrg Party either {A} ire response to an enforceable order services provided or controlled by #hird parties. At times,
<br /> by a court or other governmental body, X13} as otherwise actions or inactions of such third parties can impair or disrupt
<br /> required by law, or {C) necessary to establish the rights of the inferne#. Yardi will use commercially reasonable efforts to
<br /> either party under this Agreement, shalt Trot be a ~ireach a# remedy and avoid such events, brit cannot guarantee that
<br /> this Agreement by the Receiving Party or a waiver of confi, such events will not occur, Accordingly, Yardi disclaims any
<br /> deritiality for other purposes; provided, however, the Receiv- liability resulting from or relating to such events.
<br /> ing Party shall provide prompt prior written notice of any - -
<br /> such Confidential Information disclosure to the Disclosing 1 f. ~ama~e t.imitatior~s.
<br /> Party {to the e~terrt allowed by applicable taw} to enable the a. Damage Vllai~rer, REGARDLESS OF ANY GTHER
<br /> Disclosing Party to seep a protective order or otherwise pre PROVIIGN IN 7H15. AREEMEI?1T, AND TO THE 1=UL-
<br /> ventsuch disclosure, LEST E~ifiEI~T ALLOWED BY APPLICABLE LA1~V, YARD!
<br /> DISCLAIMS ALL OBI~lGATIONS~ AID LIABILITIES FOR
<br /> d. Owr~ershiP and return of Carrfrdential lrrforma- SPECIAL, INDIRECT, INCIDEN1"AL, EXEMPI.AR`~, PUf~I!»
<br /> tron and ether Materials. The Disclosing Party's Confider- TIME AND CONSEQUENTIAL DAMAGES, ATTORNEYS'
<br /> tiai information is and shall remain the Disclosing Par-tar's AND EXPERTS' I=EES, AND CgURT COSTS {EV>=N 1F
<br /> property, anal this Agreement does not grant or imply any YARpI HAS BEEN AD~15ED CF THE l'OSSl41Ll1~Y OF
<br /> license or other rights to the Disclosing Party's Corr~dential THESE DAMAGES, ARI~lNG FROM O)~ IN CONIVEC,
<br /> lnforrnation except as expressly set forth in this Agreement. TION WITH THIS AGREEMENT.
<br /> Vtilithin ~ business days after the disclosing Party's request,
<br /> the Receiving Party wi#1 promptly either fat the Disclosing b. Liability Liml#. IN ADDITION TG THE LIMITA~
<br /> Party's election} destroy ar deliver to tine Disclosing Party all TIONS OTHEf~WISE SET FORTH iN THIS AGREI=~IENT,
<br /> Can~fden~al Information and materials furnished to the Re- ANa TO THE i=Ut<LES~' EXTENT ALLp~NED BY APPt,!-
<br /> ceiving Partjr, and tl"Se Receiving Party agrees to provide a C,4BI.E LAW, CLIENT AO~EES THAW !N THE 1=1~ENT OF
<br /> written officer's certification of the Receiving Party's corn ANY CLAIM QR CAUSE ~7F ACTION BY CLIENT ARISING
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<br /> Yr~i ~fi~nt -
<br /> C~nfident~a~ -
<br /> a~te~ of Pr~~~ratian: ~1ay ~ ~~~9 1 ~ ~ A~1
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