Common use of Exceptions; Compelled Disclosure Clause in Contracts

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. The obligations of confidentiality set forth in Section 2.2 3.2 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 any act or omission of Consultant in violation of any confidentiality restrictionsConsultant; (iii) was already known to Consultant, without confidentiality restrictions, at the time of disclosure, as shown by Consultant’s files and records immediately prior to 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, as shown by Consultant’s files and records immediately prior to the time of disclosure. 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 take reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

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: (ia) was generally available to the public or otherwise part of the public domain at the time of disclosure; (iib) became generally available to the public or otherwise part of the public domain after its disclosure and other than through an any act or omission of Consultant in violation of any confidentiality restrictionsConsultant; (iiic) was already known to Consultant, without confidentiality restrictions, at the time of disclosure, as shown by Consultant’s files and records immediately prior to the time of disclosure; (ivd) was disclosed to Consultant, without confidentiality restrictions, by a third party who to Consultant’s knowledge had no obligation not to disclose such information to others; or (ve) 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 take reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.