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<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 /> <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 /> <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 /> <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, financial account numbers. 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 /> <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 /> <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 />Manager will be entitled, as its sole remedy whether at law or in equity, to temporary and <br />permanent injunctive relief without the necessity of proving actual damage or immediate or <br />irreparable harm, or of the posting of a bond. Notwithstanding the foregoing, if a court of <br />competent jurisdiction shall determine any of the provisions of this section to be <br />unreasonable, Manager agrees to such provisions will be of no effect. <br /> <br />e. The Owner acknowledges the Confidential Information claim of Manager <br />contained in this section. If a public records request seeks Confidential Information the <br />Owner agrees, consistent with the public records law of North Carolina, to assert that claim. <br />Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE