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f. not disclose any Confidential Information received by the CITY to <br />any third party; and <br />g. not disclose to any third party the fact that the Confidential Information <br />has been received by the CITY. <br />5.2.2 Without the written consent of both SJHS and TSJ, neither the <br />CITY nor its Representatives shall disclose to any third party any of the terms, conditions or <br />other facts with respect to the Project, including the status thereof. Notwithstanding the <br />foregoing, it is understood that in order to evaluate the feasibility of the Project and <br />entitlements and public incentives that may be available to the Project, the Parties are <br />authorized to (i) discuss the existence of the Project and to discuss the entitlements and <br />potential public incentives available to the Project with the necessary employees, officials, <br />agents and consultants of the CITY and the necessary employees, officials, agents and <br />consultants of County of Orange, and (ii) disclose the Confidential Information and the <br />existence of the discussions and negotiations, the Project to any potential Project investors, <br />finance team members, community development entities and /or lenders (for purposes of <br />evaluating the Project. <br />5.2.3 Upon the request of DEVELOPER, the CITY shall, and shall cause <br />all Representatives to, confirm the destruction of, or in the case of computerized, electronic, <br />digital or non - recoverable data, erasure of all Confidential Information and shall destroy all <br />memoranda, notes, records, drawings, manuals and other documents or materials (and all <br />copies of same, including "copies" that have been converted to computerized, digital or <br />electronic media in the form of image, data or word processing files either manually or by <br />image capture) based on or including any Confidential Information. Upon the destruction of <br />such materials, an authorized officer of the CITY shall, upon the request of DEVELOPER, <br />certify in writing, that all such materials have been either destroyed or erased in accordance <br />with the foregoing. Notwithstanding the foregoing, the CITY shall be permitted to retain <br />such portions of the Confidential Information as may be - required by applicable law <br />(including, without limitation, document retention requirements related to pending or <br />threatened litigation); provided that any such information retained shall remain subject to this <br />Agreement. Notwithstanding the return of Confidential Information, the CITY and its <br />Representatives shall continue to be bound by their respective obligations in a manner <br />contemplated by this Agreement. <br />5.2.4 In the event that the CITY or any of its Representatives is required <br />by law to disclose any of the Confidential Information, or that discussions or negotiations are <br />taking place concerning the Project or any of the terms, conditions, or other facts with respect <br />thereto, the CITY shall provide DEVELOPER with prompt written notice of any such <br />requirement so that DEVELOPER may seek a protective order or other appropriate remedy <br />and /or waive compliance with the provisions of this Agreement. If, in the absence of a <br />protective order or other remedy or the receipt of a waiver by or on behalf of DEVELOPER, <br />the CI'T'Y or any of its Representatives is nonetheless legally compelled to disclose the <br />Confidential Information, the CITY or its Representatives may, without liability hereunder, <br />(a) disclose only that portion of the Confidential Information which is legally required to be <br />disclosed, and (b) notify DEVELOPER immediately of the items of Confidential Information <br />-4- <br />48677228.1 <br />25C -8 <br />