ST. JOSEPH AND TALLER SAN JOSE (NEGOTIATION AGMT) - 2014

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f. not disclose any Confidential Information received by the CITY to any third party; and I;. not disclose to any third party the fact that the Confidential Information has been received by the CITY. 5.2.2 Without the written consent of both SJHS and TSJ, neither the CITY nor its Representatives shall disclose to any third party any of the terms, conditions or other facts with respect to the Project, including the status thereof. Notwithstanding the foregoing, it is understood that in order to evaluate the feasibility of the Project and entitlements and public incentives that may be available to the Project, the Parties are authorized to (i) discuss the existence of the Project and to discuss the entitlements and potential public incentives available to the Project with the necessary employees, officials, agents and consultants of the CITY and the necessary employees, officials, agents and consultants of County of Orange, and (ii) disclose the Confidential Information and the existence of the discussions and negotiations, the Project to any potential Project investors, finance team members, community development entities and /or lenders (for put-poses of evaluating the Project. 5.2.3 Upon the request of DEVELOPER, the CITY shall, and shall cause all Representatives to, confirm the destruction of, or in the case of computerized, electronic, digital or non - recoverable data, erasure of all Confidential Information and shall destroy all memoranda, notes, records, drawings, manuals and other documents or materials (and all copies of same, including "copies" that have been converted to computerized, digital or electronic media in the form of image, data or word processing files either manually or by image capture) based on or including any Confidential Information. Upon the destruction of such materials, an authorized officer of the CITY shall, upon the request of DEVELOPER, certify in writing, that all such materials have been either destroyed or erased in accordance with the foregoing. Notwithstanding the foregoing, the CITY shall be permitted to retain such portions of the Confidential Information as may be required by applicable law (including, without limitation, document retention requirements related to pending or threatened litigation); provided that any such information retained shall remain subject to this Agreement. Notwithstanding the return of Confidential Information, the CITY and its Representatives shall continue to be bound by their respective obligations in a manner contemplated by this Agreement. 5.2.4 In the event that the CITY or any of its Representatives is required by law to disclose any of the Confidential Information, or that discussions or negotiations are taking place concerning the Project or any of the terms, conditions, or other facts with respect thereto, the CITY shall provide DEVELOPER with prompt written notice of any such requirement so that DEVELOPER may seek a protective order or other appropriate remedy and /or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by or on behalf of DEVELOPER, the CITY or any of its Representatives is nonetheless legally compelled to disclose the Confidential Information, the CITY or its Representatives may, without liability hereunder, (a) disclose only that portion of the Confidential Information which is legally required to be disclosed, and (b) notify DEVELOPER itmnediately of the items of Confidential Information -4- 48677228. t