4.1 RAD acknowledges that the information and knowledge obtained in the course of its performance of the services in Section 2.1 et. seq. relating to the Manager's business (the "Confidential Information") are of a confidential nature. RAD shall, and shall ensure that its employees, use commercially reasonable efforts to take all actions necessary and appropriate to preserve the confidentiality of the Confidential Information and prevent:
4.1.1 the disclosure of the Confidential Information to any person other than employees of RAD who have a need to know of it in order to perform their duties hereunder; and
4.1.2 the use of the Confidential Information other than in connection with the performance of its duties hereunder.
4.2 Section 4.1 et seq. shall not apply to Confidential Information that:
4.2.1 has been disclosed to the public by the Manager;
4.2.2 otherwise entered the public domain through lawful means;
4.2.3 was or is disclosed to RAD by a third party and which to the knowledge of RAD, after investigation, is not subject to an obligation of confidentiality to Manager;
4.2.4 was known by RAD prior to its receipt from the Manager;
4.2.5 was developed by RAD independently of any disclosures previously made by the Manager; or
4.2.6 is required to be disclosed by RAD in connection with any judicial, administrative or other governmental proceeding involving the Manager, or RAD, or any of their affiliates or employees (whether or not such proceeding involves third parties) relating to the services in Section 2.1 et. seq. or this Management Agreement, provided that RAD first give written detailed notice thereof to the Manager as soon as possible prior to such disclosure, unless notice would be unlawful.
5.1 Limitation of Liability. Manager assumes no responsibility under this Management Agreement other than to render the services called for hereunder in good faith. Manager and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants, attorneys, accountants, auditors, and any person providing advisory or sub-advisory services to Manager, will not be liable to RAD or RAD's stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Management Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Management Agreement, as determined by a final non-appealable order of a court of competent jurisdiction.
5.2 Manager Indemnification. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless RAD, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants, attorneys, accountants, auditors, and any person providing advisory or sub-advisory services to RAD (each, a "RAD Indemnified Party"), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys' fees and amounts reasonably paid in settlement) (collectively "Losses") incurred by the RAD Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such RAD Indemnified Party performed in good faith under this Management Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such RAD Indemnified Party under this Management Agreement.
5.3 RAD Indemnification. RAD shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants, attorneys, accountants, auditors, and any person providing advisory or sub-advisory services to RAD (each, a "Manager Indemnified Party" and, together with a RAD Indemnified Party, an "Indemnified Party"), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys' fees and amounts reasonably paid in settlement) (collectively "Losses") incurred by the Manager Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of RAD or its security holders) arising from any acts or omissions of such Manager Indemnified Party performed in good faith under this Management Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Manager Indemnified Party under this Management Agreement.
