2025-462-E-DEAPR-Recreation Factory Partners-portsplex Management Agreement

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information which the Owner can demonstrate was publicly available or lawfully in its possession at the time of its disclosure to the Owner by Manager. c. With respect to any information or material which is protected by copyright or trademark of Manager, no part of such materials may be reproduced, stored in a data base and retrieval system, or transmitted in any form or by any means graphic, electronic, photocopying, recording, mechanical, or otherwise without the prior written permission of Manager. Within thirty (30) days of the Effective Date Manager shall provide Owner with a written listing of all such copyrighted and trademarked information and materials. d. The Owner agrees that the provisions of this section are reasonable and necessary to protect the interests of Manager and that Manager’s remedies at law for a breach of any of the provisions of this section are inadequate and that, in connection with any such breach, Manager will be entitled, as its sole remedy whether at law or in equity, to temporary and permanent injunctive relief without the necessity of proving actual damage or immediate or irreparable harm, or of the posting of a bond. Notwithstanding the foregoing, if a court of competent jurisdiction shall determine any of the provisions of this section to be unreasonable, Manager agrees to such provisions will be of no effect. e. The Owner acknowledges the Confidential Information claim of Manager contained in this section. In the event a public records request seeks Confidential Information the Owner agrees, consistent with the public records law of North Carolina, to assert that claim. The Owner and Manager acknowledge that the Owner is a local government and a political subdivision of the State of North Carolina and as such is subject to the Public Records Laws of the State of North Carolina. The Owner's agreement contained in this section to assert this claim does not require the Owner to violate any such laws and does not require the Owner to litigate and pay for the litigation of the right to withhold access to or copies of such claimed Confidential Information. The Owner agrees to notify Manager of any such request it receives under the Public Records Laws of North Carolina for access, copies, or use of the Confidential Information and agrees that Manager may, at its election and expense, direct its attorneys to defend the claim in the Owner's name provided Manager agrees in writing, before undertaking such a defense, to indemnify and hold the Owner, its officials, officers, and employees, harmless from any consequence of the defense. Nothing in this section requires the Owner, its officials, officers, or employees, to subject itself and themselves to criminal or civil liability and each may independently act in good faith to protect itself and themselves from criminal and liability. The Manager is fully and solely responsible for all money damages, litigation fees and costs, and attorneys’ fees resulting from the defense against producing Confidential Information. The Owner agrees, in good faith, to take all reasonable steps to prevent the unauthorized access, use, or transfer of the Confidential Information. 13.25 Entire Agreement. This Agreement, including any specified attachments or exhibits, constitutes the entire agreement between Owner and Manager with respect to the management and operation of the Facility and supersedes and replaces any previous management agreements entered into or negotiated between Owner and Manager relating Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE