Exceptions; Compelled Disclosure Clause Samples
Exceptions; Compelled Disclosure. The obligations of confidentiality set forth in Section 2.2 will not apply to information the Consultant can establish by competent proof: (i) was generally available to the public or otherwise part of the public domain at the time of disclosure; (ii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through an act or omission of Consultant in violation of any confidentiality restrictions; (iii) was already known to Consultant, without confidentiality restrictions, at the time of disclosure; (iv) was disclosed to Consultant, without confidentiality restrictions, by a third party who had no obligation not to disclose such information to others; or (v) was developed independently by Consultant without any use of or reference to the Confidential Information. In the event a court or governmental agency legally compels Consultant to disclose Confidential Information, Consultant will provide reasonable prior written notice of such required disclosure to the Company and support the Company, at Company’s sole expense, in taking reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.
Exceptions; Compelled Disclosure. “Confidential Information” does not include information that: (i) is or becomes publicly available other than as a result of a breach by the Receiving Party of this Agreement; (ii) was previously known to the Receiving Party prior to the date of disclosure, as evidenced by contemporaneous written records; (iii) was acquired by the Receiving Party from a third party which was not in breach of any obligation of confidentiality; or (iv) was independently developed by the Receiving Party hereto without reference to Confidential Information of the Disclosing Party. In the event that the Receiving Party is required to disclose Confidential Information pursuant to a subpoena or other similar order of any court or government agency, the Receiving Party shall promptly inform the other Disclosing Party in writing and provide a copy thereof (unless notice is precluded by the applicable process), shall only disclose that Confidential Information necessary to comply with such subpoena or order, and shall use reasonable efforts to obtain confidential treatment of such information.
Exceptions; Compelled Disclosure. The obligations of confidentiality set forth in Section 2.2 will not apply to information Advisor can establish by competent proof: (i) was generally available to the public or otherwise part of the public domain at the time of disclosure; (ii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of Advisor; (iii) was already known to Advisor, without confidentiality restrictions, at the time of disclosure, as shown by Advisor’s files and records immediately prior to the time of disclosure; (iv) was disclosed to Advisor, without confidentiality restrictions, by a third party who had no obligation not to disclose such information to others; or (v) was developed independently by Advisor without any use of or reference to the Confidential Information, as shown by Advisor’s files and records immediately prior to the time of disclosure. In the event a court or governmental agency legally compels Advisor to disclose Confidential Information, Advisor shall provide reasonable prior written notice of such required disclosure to Oncternal and take reasonable and lawful actions to avoid and/or minimize the extent of such disclosure. Advisor shall cooperate reasonably with Oncternal in any proceeding to obtain a protective order or other remedy. If such protective order or other remedy is not obtained, Advisor shall limit any compelled disclosure of Confidential Information to that legally required, in the opinion of Advisor’s legal counsel. Advisor shall request that confidential treatment be accorded such Confidential Information, where available. Compulsory disclosures made pursuant to this section will not relieve Advisor of its obligations of confidentiality and non-use with respect to non-compulsory disclosures.