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Final Version
<br />plans; emergency evacuation plans; sheltering arrangements; or manuals for security personnel, emergency
<br />equipment, or security training. Additionally, building plans, blueprints, schematic drawings, and diagrams,
<br />including draft, preliminary, and final formats, which depict the internal layout and structural elements of a
<br />building, arena, stadium, water treatment facility, or other structure owned or operated by the District are also
<br />Confidential Information. All information received from the Disclosing Party shall be considered Confidential
<br />Information, unless it is specifically designated as non-proprietary and non -confidential. For the avoidance
<br />of doubt, a Party's Confidential Information specifically includes data disclosed by or through such Party's
<br />affiliates, or their respective owners, officers, employees, members, or representatives.
<br />Confidential Information shall not include: (a) information which is or becomes publicly
<br />available other than as a result of a violation of this Agreement; (b) information which is or becomes available
<br />on a non -confidential basis from a source which is not known to the Receiving Party to be prohibited from
<br />disclosing such information pursuant to a legal, contractual or fiduciary obligation to the Disclosing Party;
<br />(c) information which the Receiving Party can demonstrate was legally in its possession prior to disclosure
<br />by the Disclosing Party; or (d) information which is developed by or for Receiving Party independently of the
<br />Disclosing Party's Confidential Information.
<br />2. Nondisclosure and Use of Confidential Information. Confidential Information shall not be
<br />used for any purpose other than to analyze, evaluate, negotiate, implement or complete the Transaction.
<br />Confidential Information shall be held in strict confidence by Receiving Party and shall not be disclosed
<br />without prior written consent of Disclosing Party, except to those advisors, affiliates, subcontractors, agents,
<br />assigns, attorneys, employees, directors, officers and/or members ("Representatives") with a need -to -know
<br />the Confidential Information for the purposes of analyzing, implementing or completing the Transaction.
<br />Receiving Party shall be responsible for any breach of this Agreement by the Receiving Party or its
<br />Representatives. The Receiving Party shall use the same degree of care to protect the Confidential
<br />Information as the Receiving Party employs to protect its own information of like importance, but in no event
<br />less than a reasonable degree of care based on industry standard.
<br />3. Required Disclosure. In the event that Receiving Party is requested or required by legal or
<br />regulatory authority to disclose any Confidential Information, the Receiving Party shall promptly notify the
<br />Disclosing Party of such request or requirement prior to disclosure, if permitted by law, so that Disclosing
<br />Party may seek an appropriate protective order. In the event that a protective order or other remedy is not
<br />obtained, Receiving Party agrees to furnish only that portion of the Confidential Information that it reasonably
<br />determines, in consultation with its counsel, is consistent with the scope of the subpoena or demand, and to
<br />exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential
<br />Information. Receiving Party will provide reasonable cooperation to Disclosing Party and its legal counsel
<br />with respect to performance of the covenants undertaken pursuant to this Section 3.
<br />4. Remedies. The Receiving Party agrees that money damages would not be a sufficient
<br />remedy for any breach of this Agreement and that Disclosing Party shall be entitled to seek injunctive or other
<br />equitable relief to remedy or prevent any breach or threatened breach of this Agreement. Such remedy shall
<br />not be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other rights and
<br />remedies available at law or in equity. Notwithstanding anything contained in this Agreement, the Receiving
<br />Party's liability to the Disclosing Party in connection with this Agreement and any activities undertaken in
<br />connection with the evaluation of the Transaction shall be limited to direct damages and shall exclude any
<br />other liability, including without limitation liability for special, indirect, punitive or consequential damages in
<br />contract, tort, warranty, strict liability or otherwise. delivered by the signatory so authorized, and the
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