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30 <br /> modifications may be executed electronically. All electronic signatures affixed hereto <br /> evidence the consent of the parties to utilize electronic signatures and the intent of the <br /> parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter <br /> 66. <br /> 13.23 Priority. In any dispute regarding the meaning of any term or provision <br /> herein or of the responsibilities of the parties the parties may reference the Owner's Request <br /> for Proposals together with attachments ("RFP"), the Facility Policy Manual, and the <br /> Manager's Proposal together with attachments and such documents may inform the parties <br /> regarding the dispute. In any conflict between the terms the priority of documents shall be <br /> as follows: This Agreement, the Facility Policy Manual, the Owner's RFP together with <br /> attachments, Manager's Proposal together with attachments. <br /> 13.24 Confidentiality. In connection with the performance of Manager's services <br /> hereunder, the Owner acknowledges that Manager may provide the Owner and its <br /> employees, agents, and contractors (including without limitation any engineering firm that <br /> may be retained by Manager for the Facility) with Confidential Information as defined below. <br /> In addition, in connection with the performance of the services hereunder, Manager may <br /> provide to the Owner and its employees, agents, and contractors with materials that are <br /> protected by copyright or trademark of Manager. <br /> a. The Owner agrees that it shall keep secret and confidential any and all <br /> Confidential Information already disclosed or to be disclosed to it by Manager which has <br /> been designated as confidential in writing by Manager, and the Owner shall not divulge any <br /> such Confidential Information, in whole or in part, to any third party except as is expressly <br /> permitted below or as may be required by state or federal law. <br /> b. "Confidential Information" means any and all information disclosed (orally, in <br /> writing, by inspection, or otherwise) to the Owner by Manager pursuant to this Agreement <br /> which information has been designated as confidential in writing by Manager. Such <br /> information includes, and is limited to, The restrictions upon <br /> confidentiality and use of Confidential Information set forth in this section do not apply to <br /> information which the Owner can demonstrate was publicly available or lawfully in its <br /> possession at the time of its disclosure to the Owner by Manager. <br /> c. With respect to any information or material which is protected by copyright or <br /> trademark of Manager, no part of such materials may be reproduced, stored in a data base <br /> and retrieval system, or transmitted in any form or by any means graphic, electronic, <br /> photocopying, recording, mechanical, or otherwise without the prior written permission of <br /> Manager. Within thirty (30) days of the Effective Date Manager shall provide Owner with a <br /> written listing of all such copyrighted and trademarked information and materials. <br /> d. The Owner agrees that the provisions of this section are reasonable and necessary <br /> to protect the interests of Manager and that Manager's remedies at law for a breach of any <br /> of the provisions of this section are inadequate and that, in connection with any such breach, <br />