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should be regarded as confidential,
<br />b, Nondlsoicsure and Nonuse Obllgationa, Each
<br />party {the "Recelving Party") agrees that It will not use,
<br />dlssanilnate, or In any way disolose any Confidential Infor-
<br />motion of the other party ithe "OisolciginB Party"), 10 any
<br />third party, except that the Recalvhu Harty nssy use the
<br />Disclosing Partys Confidential information to the extent
<br />necessary io perform its obligations under this Agreement,
<br />The Receiving Party agrees that It will treat all Confidential
<br />Information wllh the same degree of pare as the Receiving
<br />Party accords Its own Confidential information, but in no
<br />event less than reasonable care, Tho Recelving Party
<br />agrees that It shall disclose Contldengal Informadon only to
<br />those Of Its employees and contractors who need to know
<br />suoli Information, and the Receiving Party corlifies that ouch
<br />employeas and contractors have previously agreed, alther
<br />iia a c0nditf011 to employment or In order is obtain the Conti-
<br />denllal Information, to be bound by terms and conditions
<br />sppllCable to the Receiving Party Under mils Agrltement, The
<br />Receiving Party shall Immedlately give notice to the Dlsolces
<br />Ing Party of any unauthorlxed use or dlsoloeure of the Dle•
<br />closing Partys Confidential Informailon, The Receiving Party
<br />agrees to assist the Disclosing Party In remedying any such
<br />unauthcrl2ad Use or disclosure of Disclosing Party's Confl-
<br />dantia) Informallon.
<br />c, 001uslons from Nondisclosure and Nonuse Ob-
<br />Ilgatlons, The Raaaiving Pady's.oblWatlons per secllon 9(b)
<br />(Nondisclosure and Nonuse 01:11g0ons) shall not apply 10
<br />Confidenllal information that the Rdcaiving Party can docu-
<br />ment; (f) was (through np fault of the Receiving Party) public
<br />domain at or subsequent to the time the Disctoait}g Party
<br />dfsdosed 1110 Information to the Receiving Party, (ll) was
<br />rightfully In the Receiving Party's posseasfal free of any
<br />conljdanlialUY oblfgatlon at or subsequent to the lima the
<br />131w1oshlog Party disclosed it to the Receiving Party, or
<br />(III) Was 'developed by the Receiving Party's employees or
<br />agents independent of, and without reference to, any Infer
<br />motion tammUNcated to the Recelving Party by the Macica-
<br />Ing Party, A ConlidentIVI Information disclosure by the Re•
<br />oefving Pearty ollher (A) in response to an enforceable order
<br />by a court or other governmental body, (M) as otherwise
<br />requlrad by Jaw, or (C) necessary to oetabllsh the rights of
<br />either party under thls Agreement, shall not be a breach of
<br />this Agreement by the Recelving Party or a wmlver of conti-
<br />dentlallty for other purpooag provided, however, the Recaly
<br />Ing Party ahafl provide prompt prior writlan noUco of any
<br />such C'anfidanilat Information disclosure to the DiocloslnG
<br />Party (to the extant allowed by applicable few) to enable the
<br />Dlsolosing Party to seek a protective order or otherwiso pre-
<br />vent such disclosure,
<br />d. ownership and Roturn of Confidential informa.,
<br />tion and Other Mlateriafa, The Disclosing Party's Confiden-
<br />tial Information Is and shall remain the 01;closing Par's
<br />proparty, and this Agreement does not grant or Imply any
<br />license or other rights to the Discloelrrg Parly'a Conffdentlal
<br />Information except as expressly set forth In this Agreement.
<br />Within 5 buslrlasa days after the Dlsdosing Party's raqueot,
<br />I" Receiving Party will promptly either (at the Dloolosing
<br />Partys efaciloo) destroy or deliver 10 Ilio Diacloslng Party all
<br />Confidenllril information and materials furnished to the Re-
<br />celving Party, and the Racelviab Party agrees to provide a
<br />written DWDer's aedlflootion of the ea Ing Party's Com-
<br />EXHIBIT 1
<br />pllance with the foregoing obligation.
<br />e. Third Party Intermallon Dlsclaoure..The Disdoaing
<br />Party shaft not Communicate any Information to the Recely
<br />ing Party In violation of the proprietary rights of any third
<br />Party,
<br />10. Warrantign.
<br />a- Llmlted Warranty, Yardi warrants [het the Licensed
<br />Programs will perform subetanitally as epeolfla4 In the Lf-
<br />censed Programs Documanlsilon, Yard) does not warrant
<br />that the Licensed Programs Mil meet Cllanta requirements
<br />and expectations.
<br />b, Remedy for Limited Warranty Breach, if Mardi
<br />breaches the warranty sat forth In section Me) (Limited
<br />Warranty), Yardi agrees to use commercially reasonable
<br />allons to modify the Licensad Programs so that they con.
<br />foram to that warranty, If such modlfi abon Is not cammercialm
<br />ly reasonable, then Yardi will notify Client and Client may
<br />terminale this Agreement, In the event Client terminates this
<br />Agreement par this section 10(b) (Remedy for Llml(ed war.
<br />fenty Breath). Yardi will refund to Cflent, on a pro -rats basis,
<br />the annual 11aes paid by Cllenl to Yardi within the year prior
<br />to the affective data of Client's terminaflon. T)UP FORE.
<br />GOING REMEDY IS CLIENT'S SOLE REM1wDY IN THE
<br />EVENT OFA.BREACH OF THE WAftRANTY 89T FORTH
<br />IN SECTf0N 1'0(a) (Llmlted Warranty).
<br />c, Warranty Dlaolafiner. EXCEPT AS EXPRESSLY
<br />SET FORTH IN THIS AGREEMENT, AND Tib THE FUL•
<br />LEST EXTENT ALLOWEb UNNA APPLICABLE LAW,
<br />YARDI DISCLAIMS ALL EXPRFS3j IMPLIED AND STA-
<br />TUTORY WARRANTIES WITH REGARD TO THE Lt-
<br />CENSED PROGAMS INCLUDINO,13jT NOT LIMCTF.D TO,
<br />THE IMPLmED WARRANTIES OF MEwRCHANTAB(LiTY
<br />AND FITNUS FOR A PARTICULAR PURPOSE,
<br />d, Internet Perlormanoa Disclaimer, Yardi does not
<br />and cannot control the flow of data via Iha Internet, Such
<br />flow depends In *490 peat an the performance of intemel
<br />carvlces prevlded or vonlrciied by Wrd parties, At tlmse,
<br />ectlons or inactions of such third parilas can Impel( or disrupt
<br />the Inleroat Yardl will use mmmerolally reasonable offorla to
<br />remedy.and avoid such events, but cannot guarantee that
<br />such events vrlll not occur, Accordingly, Yardi dlscladms any
<br />liability resulting frrsm or relating to such svents.
<br />1 y, oarnagq k (Ipftatlons,
<br />a. Damage Waiver. REGARDLESS OF ANY OTHER
<br />PROVISION IN THIS AGREEMENT, AND TO THE FUL•
<br />LEST EXTENT ALLOWED BY APPLICASLF LAW, YARDI
<br />DISCLAIMS ALL OBLIGATIONS AND LIA61LITIES FOR
<br />SPECIAL„ INDIRECT, INCIDENTAL, EXEMPLARY, PUNI-
<br />TIVE AND CONSEQUENTIAL DAMAGES, ATTORNEYS'.
<br />AND EXPERTS' FEES, AND COURT COSTS (EVEN IF
<br />YARDI HAS BEEN ADVISED OF THE POSSIBILITY OF
<br />THESE DAMAGES), ARISING FROM OR IN CONNEC-
<br />TION WITH THIS AGREEMENT.
<br />b, Liability Limit. IN ADDITION TO THE LIMITA-
<br />TIONS OTHERWISE SET FORTH IN THIS AC;REEMENT,
<br />AND TO THE FULLEST EXTENT ALLOWED BY APPLI.
<br />CABLE LAW, CLIENT AGREES THAT IN THE EVENT OF
<br />ANY CLAIM OR CAUSE OF ACTION BY CLfENT ARISING
<br />Yardi Client
<br />Canfl aortal
<br />IData+Or Preparation; July 23, 2009 7;22 Air!
<br />3-15
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