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should be regarded as confidential. b. Nondisclosure and Nonuse Obligations, Each party (the "Receiving Party') agrees that It will not use, disseminate, or In any way disclose any Confidential Infor- mation of the other party (the 'Disclosing Party"), to any third party, except that the Receiving Party may use the Disclosing Party's Confidential Information to the extent necessary to perform its obligations under this Agreement, The Receiving Party agrees that It will treat all Confidential Information with the same degree of care as the Receiving Party accords Its own Confidential Information, but In no event less than reasonable care, The Receiving Party agrees that it shall disclose Confidential Information only to those of Its employees and contractors who need to know such Information, and the Receiving Party certifies that such employees and contractors have previously agreed, either as a condition to employment or in order to obtain the Confl- dentist Information, to be bound by terms and conditions applicable to the Receiving Party under this Agreement, The Receiving Party shall immediately give notice to the DISCIOS- Ing Part/ of any unauthorized use or disclosure of the Dis- closing Party's Confidential Information, The Receiving Party agrees to assist the Disclosing Party in remedying any such unauthorized Use or disclosure of Disclosing Party's Confi- dential Information, c. Exclusions from Nondisclosure and Nonuse Ob- ligations, The Receiving Party's obligations per section 9(b) (Nondisclosure and Nonuse Obligations) shall not apply to Confidential Information that the Receiving Party can docu- ment: (I) was (through no fault of the Receiving Party) public domain at or subsequent to the time the Disclosing Party disclosed the information to the Receiving Party, (it) was rightfully In the Receiving Party's possession free of any confldentiality obligation at or subsequent to the time the Disclosing Party disclosed It to the Receiving Party, or (111) was developed by the Receiving Party's employees or agents Independent of, and without reference to, any infor- mation communicated to the Receiving Party by the Disclos- ing Party. A Confidential Information disclosure by the Re- ceiving Party either (A) in response to an enforceable order by a court or other governmental body, (B) as otherwise required by law, or (C) necessary to establish the rights of either party under this Agreement, shall not be a breach of this Agreement by the Receiving Party or a waiver of confi- dentiality for other purposes; provided, however, the Receiv- ing Party shall provide prompt prior written notice of any such Confidential Information disclosure to the Disclosing Party (to the extent allowed by applicable law) to enable the Disclosing Party to seek a protective order or otherwise pre- vent such disclosure, d. Ownership and Return of Confldantlal Informa- tion and Other Materials. The Disclosing Party's Conflden- (lei Information is and shall remain the Disclosing Party's property, and this Agreement does not grant or Imply any license or other rights to the Disclosing Party's Confidential Information except as expressly set forth In this Agreement. Within 5 business days after the Disclosing Party's request, the Receiving Party will Promptly either (at the Disclosing Party's election) destroy or deliver to the Disclosing Party all Confidential Information and materials furnished to the Re- ceiving Party, and the Receiving Party agrees to provide a written officer's certification of jfj()'� Tci�Jvinq Party's com- pliance with the foregoing obligation. a. Third Party Information Disclosure, The Disclosing Party shall not communicate any information to the Receiv- Ing Party in violation of the proprietary rights of any third party. 10. War an a. Limited Warranty, Yard! warrants that the Licensed Programs will perform substantially as specified In the Li- censed Programs Documentation, Yardl does not warrant that the Licensed Programs will meet Client's requirements and expectations. b, Remedy for Limited Warranty Breach. If Yardi breaches the warranty set forth In section 10(a) (Limited Warranty), Yardl agrees to use commercially reasonable efforts to modify the Licensed Programs so that they con- form to that warranty. If such modification Is not commercial- ly reasonable, then Yardl will notify Client and Client may terminate this Agreement In the event Client terminates this Agreement per this section 10(b) (Remedy for Limited War- ranty Breach), Yardl will refund to Client, on a pro-rata basis, the annual Fees paid by Client to Yardl within the year prior to the effective date of CIIenVs termination. THE FORE- GOING REMEDY IS CLIENT'S SOLE REMEDY IN THE EVENT OF A BREACH OF THE WARRANTY SET FORTH IN SECTION 10(a) (Limited Warranty). d. Internet Performance Disclaimer, Yardi does not and cannot control the flow of data via the Internet, Such Dow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or Inactions of such third parties can impair or disrupt the Internet. Yardl will use commercially reasonable efforts to remedy and avoid such events, but cannot guarantee that such events will not occur, Accordingly, Yardl disclaims any liability resulting from or relating to such events. b. Liability Limit. IN ADDITION TO THE LIMITA- TIONS OTHERWISE SET FORTH IN THIS AGREEMENT, AND TO THE FULLEST EXTENT ALLOWED BY APPLI. CABLE LAW, CLIENT AGREES THAT IN THE EVENT OF ANY CLAIM OR CAUSE OF ACTION BY CLIENT ARISING Client Doto of Preparation: July 23, 2009 7:22 AM