Common use of Confidential Information Exclusions Clause in Contracts

Confidential Information Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate is: (i) now or hereafter, through no fault of the Receiving Party, in the public domain; (ii) known to the Receiving Party from a source without an obligation of confidentiality to the Disclosing Party; (iii) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (iv) furnished to others by the Disclosing Party without restriction on disclosure; or (v) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by EXECUTION COPY any government agency or court; provided, however, that before any such disclosure, the Receiving Party shall (a) assert the confidential nature of the Confidential Information; (b) immediately notify the Disclosing Party in writing of the order or request to disclose; and (c) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

Confidential Information Exclusions. Confidential Information does not include will exclude information that the Receiving Party can demonstrate is: (i) now or hereafter, through no fault of the unauthorized act or failure to act on Receiving Party's part, in the public domain; (ii) known to the Receiving Party from a source other than the Disclosing Party (including former employees of the Disclosing Party) without an obligation of confidentiality to at the time Receiving Party receives the same from the Disclosing Party, as evidenced by written records; (iii) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (iv) furnished to others by the Disclosing Party without restriction on disclosure; or (v) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by EXECUTION COPY any government governmental investigative or judicial agency or courtpursuant to proceedings over which such agency has jurisdiction; provided, however, that before prior to any such disclosure, the Receiving Party shall (a) assert the confidential nature of the Confidential InformationInformation to the agency; (b) immediately notify the Disclosing Party in writing of the agency's order or request to disclose; and (c) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

Confidential Information Exclusions. Confidential Information does not include will ----------------------------------- exclude information that the Receiving Party can demonstrate is: (i) now or hereafter, through no fault of the unauthorized act or failure to act on Receiving Party's part, in the public domain; (ii) known to the Receiving Party from a source other than the Disclosing Party (including former employees of the Disclosing Party) without an obligation of confidentiality to at the time Receiving Party receives the same from the Disclosing Party, as evidenced by written records; (iii) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (iv) furnished to others by the Disclosing Party without restriction on disclosure; or (v) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by EXECUTION COPY any government governmental investigative or judicial agency or courtpursuant to proceedings over which such agency has jurisdiction; provided, however, that before prior to any such disclosure, the Receiving Party shall (a) assert the confidential nature of the Confidential InformationInformation to the agency; (b) immediately notify the Disclosing Party in writing of the agency's order or request to disclose; and (c) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

Confidential Information Exclusions. Confidential Information does not include will exclude information that the Receiving Party can demonstrate is: (i) now or hereafter, through no fault of the unauthorized act or failure to act on Receiving Party's part, in the public domain; (ii) known to the Receiving Party from a source other than the Disclosing Party (including former employees of the Disclosing Party) without an obligation of confidentiality to at the time Receiving Party receives the same from the Disclosing Party, as evidenced by contemporaneous written records; (iii) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (iv) furnished to others by the Disclosing Party without restriction on disclosure; or (viv) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, as evidenced by contemporaneous written records. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by EXECUTION COPY any government governmental investigative or judicial agency or courtpursuant to proceedings over which such agency has jurisdiction; provided, however, that before prior to any such disclosure, the Receiving Party shall (a) assert the confidential nature of the Confidential InformationInformation to the agency; (b) immediately notify the Disclosing Party in writing of the agency's order or request to disclose; and (c) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or and/ or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

Confidential Information Exclusions. Confidential ----------------------------------- Information does not include will exclude information that the Receiving Party can demonstrate is: (i) now or hereafter, through no fault of the unauthorized act or failure to act on Receiving Party's part, in the public domain; (ii) known to the Receiving Party from a source other than the Disclosing Party (including former employees of the Disclosing Party) without an obligation of confidentiality to at the time Receiving Party receives the same from the Disclosing Party, as evidenced by written records; (iii) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on -4- disclosure; (iv) furnished to others by the Disclosing Party without restriction on disclosure; or (v) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Nothing in this Cross License Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by EXECUTION COPY any government governmental investigative or judicial agency or courtpursuant to proceedings over which such agency has jurisdiction; provided, however, that before prior to any such disclosure, the Receiving Party shall (a) assert the confidential nature of the Confidential InformationInformation to the agency; (b) immediately notify the Disclosing Party in writing of the agency's order or request to disclose; and (c) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

Confidential Information Exclusions. Confidential Information does not include will exclude information that the Receiving Party can demonstrate is: (i) now or hereafter, through no fault of the unauthorized act or failure to act on Receiving Party's part, in the public domain; (ii) known to the Receiving Party from a source other than the Disclosing Party (including former employees of the Disclosing Party) without an obligation of confidentiality to at the time Receiving Party receives the same from the Disclosing Party, as evidenced by written records; (iii) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (iv) furnished to others by the Disclosing Party without restriction on disclosure; or (viv) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by EXECUTION COPY any government governmental investigative or judicial agency or courtpursuant to proceedings over which such agency has jurisdiction; provided, however, that before prior to any such disclosure, the Receiving Party shall (a) assert the confidential nature of the Confidential InformationInformation to the agency; (b) immediately notify the Disclosing Party in writing of the agency's order or request to disclose; and (c) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

Confidential Information Exclusions. Confidential Information does not include shall exclude information that the Receiving Party can demonstrate is: (i) now or hereafter, through no fault of the Receiving Party, in the public domaindomain (through no unauthorized act or failure to act on the part of Receiving Party; (ii) known to the Receiving Party from a source without an obligation other than the Disclosing Party (including former employees of confidentiality to the Disclosing Party); (iii) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (iv) furnished to others by the Disclosing Party without restriction on disclosure; or (v) independently developed by the Receiving Party without use of the Disclosing Party's ’s Confidential Information. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the that Receiving Party is legally compelled to do so by EXECUTION COPY any government court, administrative agency, or other governmental or investigative agency pursuant to proceedings over which such agency or court; providedcourt has jurisdiction. However, however, that before prior to any such disclosure, the Receiving Party shall shall: (a) assert the confidential nature of the Confidential InformationInformation to the agency or court; (b) immediately notify the Disclosing Party in writing of the agency’s or court’s order or request to disclose; and (c) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

Confidential Information Exclusions. Confidential Information does not ----------------------------------- include information that the Receiving Party can demonstrate is: (i) now or hereafter, through no fault of the Receiving Party, in the public domain; (ii) known to the Receiving Party from a source without an obligation of confidentiality to the Disclosing Party; (iii) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (iv) furnished to others by the Disclosing Party without restriction on disclosure; or (v) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by EXECUTION COPY any government agency or court; provided, however, that before any such disclosure, the Receiving Party shall (a) assert the confidential nature of the Confidential Information; (b) immediately notify the Disclosing Party in writing of the order or request to disclose; and (c) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

Confidential Information Exclusions. Confidential Information does shall not include information that which (i) was already known by the Receiving Party can demonstrate is: (i) now or hereafter, through no fault at the time of the Receiving Party, in the public domain; (ii) known to the Receiving Party from a source without an obligation of confidentiality to disclosure by the Disclosing Party; (ii) is, was or becomes publicly available other than as a result of disclosure by the Receiving Party in breach hereof; (iii) hereafter furnished was disclosed to the Receiving Party by on a non- confidential basis from a third party source other than the Disclosing Party, which the Receiving Party reasonably believes is not prohibited from disclosing such information as a matter result of right and without restriction on disclosurean obligation in favor of the Disclosing Party; (iv) furnished to others is developed by the Receiving Party independently of any disclosure of such information made by the Disclosing Party without restriction on disclosureParty; or (v) independently developed is required to be disclosed by order of a court of competent jurisdiction, administrative agency or governmental body, or by any law, rule or regulation, or by subpoena, summons or any other administrative or legal process, or by applicable regulatory or professional standards; provided, that, in the Receiving Party without use of the Disclosing Party's Confidential Information. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent event that the Receiving Party is legally compelled to do so ordered by EXECUTION COPY any government a court of competent jurisdiction, administrative agency or court; provided, however, that before governmental body to disclose any such disclosureConfidential Information, the Receiving Party shall (ai) assert the confidential nature of the Confidential Information; (b) immediately promptly notify the Disclosing Party in writing of such order; (ii) at the written request of the Disclosing Party, diligently contest such order or request to discloseat the sole expense of the Disclosing Party as expenses occur; and (ciii) cooperate fully with at the written request of Disclosing Party, seek to obtain at the sole expense of the Disclosing Party in protecting against such confidential treatment as may be available under applicable laws for any information disclosed under such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentialityorder.