Allowed Disclosures Clause Samples
The Allowed Disclosures clause defines the circumstances under which confidential or sensitive information may be shared with third parties. Typically, it outlines specific situations where disclosure is permitted, such as when required by law, to employees or contractors who need to know the information, or with the consent of the disclosing party. This clause ensures that while confidentiality is maintained, necessary disclosures can still occur without breaching the agreement, thereby balancing the need for privacy with practical business or legal requirements.
Allowed Disclosures. Notwithstanding Paragraph 7(a) hereof, Consultant may disclose Confidential Information and Trade Secrets to those of his agents, employees and subcontractors who need to know such particular Trade Secrets or Confidential Information in order for Consultant to perform his obligations under this Agreement. Consultant shall require each and every person to whom it discloses any Trade Secrets or Confidential Information to execute confidentiality agreements in a form reasonably acceptable to the Company and shall use his best efforts to cause such persons to comply with the restrictions contained in such confidentiality agreements. Consultant shall remain responsible for every person to whom it provides Trade Secrets or Confidential Information.
Allowed Disclosures. A Disclosing Party may disclose Confidential Information belonging to an Affected Party to the extent such disclosure is reasonably necessary in the following instances: prosecuting or defending litigation; complying with applicable governmental regulations; disclosure on a “need to know” basis to Representatives of such Disclosing Party who agree via written and signed agreements to be bound by similar terms of confidentiality and non-use at least equivalent in scope to those set forth in this Agreement; and disclosure (subject to the advance written approval from the Affected Party) to any bona fide potential or actual investor or collaborator, investment banker, acquirer, merger partner, or other potential or actual financial partner; provided that each such disclosee must be bound in writing by similar terms of confidentiality and non-use at least equivalent in scope to those set forth in this Agreement.
Allowed Disclosures. Notwithstanding any other provision of this Agreement, disclosure by a recipient Party of the other Party’s Confidential Information shall not be precluded if such disclosure:
(i) is in response to a valid order of a court or to another governmental body of the United States or any political subdivision thereof; or
(ii) is required by law or regulation; provided, however, that, in either case, the Party required to make such disclosures shall (1) have made reasonable effort to give prompt notice to the other Party to permit it to seek a protective order or grant of confidentiality, (2) cooperate with the other Party’s efforts to seek confidential or protective treatment of such information, as reasonably requested by the other Party, and (3) minimize the extent of any such disclosure.
Allowed Disclosures. Notwithstanding Section 12.2, the Receiving Party may disclose Confidential Information to any of its Affiliates, and its and its Affiliate’s directors, employees and professional advisers who need to know the Confidential Information in order to fulfill the purpose of this Agreement, provided that the Receiving Party procures that prior to such disclosure, each such Person to whom Confidential Information is to be disclosed is made aware of the obligations contained in this Agreement, and adheres to these terms as if it were a party to this Agreement.
Allowed Disclosures. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information (i) as may be required, or is reasonably believed to be required, by any Law, Applicable Order, Governmental Authority, or by the listing requirements of the stock exchange on which Receiving Party or any of its Affiliates is listed, provided, however, that Receiving Party first shall make good faith efforts to advise Disclosing Party of the same as soon as reasonably practicable and if a copy of this Agreement is required to be filed the Receiving Party shall consult with the Disclosing Party regarding redactions for confidentiality purposes; or (ii) as the Receiving Party deems necessary and desirable to disclose in any Action related to this Agreement. The Receiving Party shall promptly notify the Disclosing Party if it determines that a disclosure may be required, or is reasonably believed to be required, by any Law, Applicable Order or Governmental Authority so that the Disclosing Party may seek to obtain, with reasonable assistance from the Receiving Party, a protective order or other confidentiality protections with respect thereto.
Allowed Disclosures. 6.1 Despite what it says in Section 5, You may give the Confidential Information to people who work for You or your advisors if all of these conditions exist:
6.1.1 they genuinely need to receive the Confidential Information to enable You to carry out the Project successfully;
6.1.2 they have been informed by You that the Confidential Information is confidential and falls under this confidentiality Agreement. You will make sure that they comply with your responsibilities under this Agreement;
6.1.3 they have agreed with You in writing to keep the Confidential Information as confidential as You have; and
6.1.4 they have also agreed with You in writing to comply with your responsibilities under this Agreement, and they have agreed that We will be able to enforce their agreement with You against them.
Allowed Disclosures. Notwithstanding the prohibitions set forth in the NDA or Sections 7.1 or 7.2, a Party may disclose the existence and terms of this Services Agreement to its existing and potential investors (includes prospective purchasers) to the extent reasonably required by those investors; provided, however, that (i) the disclosing Party must first ensure that such investors execute a confidentiality agreement containing terms at least as restrictive as those set forth in the NDA, and (ii) the non-disclosing Party must be named as a third-party beneficiary thereof, with full and unrestricted rights to pursue all manner of claims, relief, and damages available by law, statute, or contract directly from and against the investor in the event of a breach.
Allowed Disclosures. The Recipient has the right to disclose the Confidential Information only to its Personnel, provided that,
(a) they are engaged in the performance of this Agreement,
(b) they have a need to know for the execution of this Agreement,
(c) they are informed of the confidential nature of the Confidential Information and
(d) they agree to be bound by terms no less stringent than the ones set forth in this Agreement.
Allowed Disclosures. Notwithstanding any other provision of this Agreement: (i) You may disclose Confidential Information when required to do so by a court of competent jurisdiction, by any governmental agency having authority over You or the business of the Company or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order You to divulge, disclose or make accessible such information; and (ii) nothing in this Agreement is intended to interfere with Your right to (A) report possible violations of state or federal law or regulation to any governmental or law enforcement agency or entity; (B) make other disclosures that are protected under the whistleblower provisions of state or federal law or regulation; (C) file a claim or charge with the Equal Employment Opportunity Commission, any state human rights commission, or any other governmental agency or entity; or (D) testify, assist, or participate in an investigation, hearing, or proceeding conducted by any governmental or law enforcement agency or entity or any court. For purposes of clarity, in making or initiating any such reports or disclosures or engaging in any of the conduct outlined in the immediately preceding clause (ii), You may disclose Confidential Information to the extent necessary to such governmental or law enforcement agency or entity or such court, need not seek prior authorization from the Company, and are not required to notify the Company of any such reports, disclosures or conduct. You also are hereby notified in accordance with the Defend Trade Secrets Act of 2016 that You will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If You file a lawsuit for retaliation against the Company for reporting a suspected violation of law, You may disclose the Company’s trade secrets to Your attorney and use the trade secret information in the court proceeding if You file any document containing the trade secret under seal, and do not disclose the trade secret, except pursuant to court order.