Common use of Exceptions and Clarifications Clause in Contracts

Exceptions and Clarifications. (i) Recipient’s obligations under this Agreement will not apply to any Confidential Information to the extent it: (A) is now, or subsequently becomes, generally available through no wrongful act or omission of Recipient or its Representatives; (B) was, before receipt from Discloser, or becomes rightfully known to Recipient without confidentiality restrictions through disclosure from a source other than Discloser that does not owe a duty of confidentiality to Discloser with respect to such Confidential Information; or (C) is independently developed by Recipient without using any Confidential Information of Discloser. (ii) Recipient may disclose Discloser’s Confidential Information to the extent required by law or regulation. Recipient will give Discloser reasonable advance notice of any such required disclosure and will limit the scope of such disclosure to the minimum required by the law or regulation. (iii) Nothing in this Agreement will restrict or limit the right of Recipient to assign personnel for any purpose or to independently develop, offer or otherwise deal in products or services competitive with those of Discloser without using Discloser’s Confidential Information. (iv) All Confidential Information disclosed under this Agreement will remain the property of Discloser. No license or right under any intellectual property right is granted under this Agreement or by any disclosure of Confidential Information except as expressly stated in this Agreement.

Exceptions and Clarifications. (i) Recipient’s obligations under this Agreement will not apply to any Confidential Information of Discloser to the extent it: (A) is now, or subsequently becomes, generally available through no wrongful act or omission of Recipient or its Representatives; (B) was, before receipt from Discloser, or becomes rightfully known to Recipient without confidentiality restrictions through disclosure from a source other than Discloser that does not owe a duty of confidentiality to Discloser with respect to such Confidential Information; or (C) is independently developed by Recipient without using any Confidential Information of Discloser. (ii) Recipient may disclose Discloser’s Confidential Information to the extent required by law or regulation. Recipient will give Discloser reasonable advance notice of any such required disclosure and will limit the scope of such disclosure to the minimum required by the law or regulation. (iii) Nothing in this Agreement will restrict or limit the right of Recipient to assign personnel for any purpose or to independently develop, offer or otherwise deal in products or services competitive with those of Discloser without using Discloser’s Confidential Information. (iv) All Confidential Information disclosed under this Agreement will remain the property of Discloser. No license or right under any intellectual property right is granted under this Agreement or by any disclosure of Confidential Information except as expressly stated in this Agreement.

Exceptions and Clarifications. (ia) Recipient’s obligations under this Agreement agreement will not apply to any Confidential Information to the extent it: (Ai) is now, or subsequently becomes, generally available to the public through no wrongful act or omission of Recipient or its Representatives; (Bii) was, before receipt from Discloser, or becomes rightfully known to Recipient without confidentiality restrictions through disclosure from a source other than Discloser that does not owe a duty of confidentiality to Discloser with respect to such Confidential Information; or (Ciii) is independently developed by Recipient without using any Confidential Information of Discloser. (iib) Recipient may disclose Discloser’s Confidential Information Information, and either party may disclose Transaction Information, to the extent required by law or regulationregulation provided that such disclosure requirement does not arise from a breach of Section 6 of this agreement. Recipient will shall give Discloser reasonable advance notice of any such required disclosure to the extent permissible by law and will shall limit the scope of such disclosure to the minimum required by the law or regulation. (iiic) Nothing in this Agreement will restrict or limit the right of Discloser acknowledges that Recipient to may assign personnel for any purpose or to independently develop, offer or otherwise deal in products or services competitive with those of Discloser without using so long as Recipient (or its personnel, including its Representatives) does not use Discloser’s Confidential InformationInformation or otherwise violate Recipient’s obligations under this agreement. (ivd) All Confidential Information disclosed under this Agreement agreement will remain the property of Discloser. No license or right under any intellectual property right is granted under this Agreement agreement or by any disclosure of Confidential Information except as expressly stated in this Agreementagreement. (e) Notwithstanding Section 2(b), either party may use Residuals (as defined below) for any purpose or in any manner; provided, however, that the right to use Residuals does not represent a license under any patent or copyright of Discloser. The term “Residuals” means any information retained in the unaided memories of a party’s Representatives who have had access to the other party’s Confidential Information. A Representative’s memory is unaided if the person no longer has access to the Confidential Information and has not intentionally memorized the Confidential Information for the purpose of retaining and subsequently using or disclosing it. Neither party has any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of Residuals.