Common use of Exceptions to Confidential Information Clause in Contracts

Exceptions to Confidential Information. The obligations set forth in Section 13.1 (Confidential Information) shall not apply to the extent that Confidential Information includes information which is: (a) now or hereafter, through no unauthorized act or failure to act on the Receiving Party’s part, in the public domain; (b) was in the Receiving Party’s possession before receipt from the Disclosing Party and obtained from a source other than the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation Date; (c) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (d) furnished to others by the Disclosing Party without restriction on disclosure; or (e) 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 any governmental, investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iii) 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.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 12.1 (Confidential Information) shall not apply to the extent that Confidential Information includes information which is: (a) now or hereafter, through no unauthorized act or failure to act on the Receiving Party’s part, in the public domain; (b) was in known to the Receiving Party’s possession before receipt Party without an obligation of confidentiality at the time the Receiving Party receives the same from the Disclosing Party and obtained from a source other than the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation DateParty, as evidenced by written records; (c) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (d) furnished to others by the Disclosing Party without restriction on disclosure; or (e) 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 any governmental, investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iii) 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.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 (Confidential Information) 10.1 shall not apply to the extent that Confidential Information includes information which iswhich: (ai) now or hereafter, through no unauthorized act or failure to act on the Receiving Party’s part, in the public domain; (bii) was in known to the Receiving Party’s possession before receipt Party without an obligation of confidentiality at the time the Receiving Party receives the same from the Disclosing Party and obtained from a source other than the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation DateParty, as evidenced by written records; (ciii) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (div) furnished to others by the Disclosing Party without restriction on disclosure; or (ev) 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 any governmental, governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: shall (ia) assert the confidential nature of the Confidential Information to the agency; (iib) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iiic) 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.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 12.1 (Confidential Information) shall not apply to the extent that Confidential Information includes information which is: (a) now or hereafter, through no unauthorized act or failure to act on the Receiving Party’s 's part, in the public domain; (b) was in known to the Receiving Party’s possession before receipt Party without an obligation of confidentiality at the time the Receiving Party receives the same from the Disclosing Party and obtained from a source other than the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation Date; Party, as evidenced by written records: (c) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (d) furnished to others by the Disclosing Party without restriction on disclosure; or (e) 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 Receiving Party is legally compelled to do so by any governmental, governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency’s 's order or request to disclose; : and (iii) 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.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 7.1 (Confidential Information) shall not apply to the extent that Confidential Information includes information which is: (a) now or hereafter, through no unauthorized act or failure to act on the Receiving Party’s part, in the public domain; (b) was in the Receiving Party’s possession before receipt from the Disclosing Party and obtained from a source other than the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation Date; (c) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (d) furnished to others by the Disclosing Party without restriction on disclosure; or (e) 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 any governmental, investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iii) 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.. PALMSOURCE AND PALM, INC. CONFIDENTIAL

Exceptions to Confidential Information. The obligations set forth in Section 13.1 10.1 (Confidential Information) shall not apply to the extent that Confidential Information includes information which is: (a) now or hereafter, through no unauthorized act or failure to act on the Receiving Party’s part, in the public domain; (b) was in the Receiving Party’s possession before receipt from the Disclosing Party and obtained from a source other than the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation Date; (c) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (d) furnished to others by the Disclosing Party without restriction on disclosure; or (e) 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 any governmental, investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iii) 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.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 8.2 (Confidential InformationNon-Disclosure) shall not apply to the extent that Confidential Information includes information which iswhich: (a) now or hereafter, through no unauthorized act or failure to act on was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party’s part, in the public domain; (b) was in the Receiving Party’s possession before receipt from the Disclosing Party and obtained from a source other than the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation Date; (c) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (d) furnished to others by the Disclosing Party without restriction on disclosure; or (e) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of this Agreement or any obligation of confidentiality by the Receiving Party. 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 any governmental, governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: shall (ix) assert the confidential nature of the Confidential Information to the agency; (iiy) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iiiz) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality. Notwithstanding anything in this Agreement to the contrary, the Parties understand that this Agreement will be filed as a public document with the Bankruptcy Court.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 (Confidential Information) 8.1 shall not apply to the extent that Confidential Information includes information which iswhich: (ai) now or hereafter, through no unauthorized act or failure to act on the Receiving Party’s part, in the public domain; (bii) was in known to the Receiving Party’s possession before receipt Party without an obligation of confidentiality at the time the Receiving Party receives the same from the Disclosing Party and obtained from a source other than the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation DateParty, as evidenced by written records; (ciii) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (div) furnished to others by the Disclosing Party without restriction on disclosure; or (ev) 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 any governmental, governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: shall (ia) assert the confidential nature of the Confidential Information to the agency; (iib) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iiic) 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.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 7.2 (Confidential InformationNon-Disclosure) shall not apply to the extent that Confidential Information includes information which iswhich: (ai) now or hereafter, through no unauthorized act or failure to act on was known by the Receiving Party’s part, in the public domain; (b) was in the Receiving Party’s possession before Party prior to receipt from the Disclosing Party and obtained either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation DateParty; (cii) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (d) furnished to others by the Disclosing Party without restriction on disclosure; or (e) independently was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iii) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of these Terms or any obligation of confidentiality by the Receiving Party. Nothing in this Agreement these Terms shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental, governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: shall (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iii) 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.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 (Confidential Information) 7.2 shall not apply to the extent that Confidential Information includes information which iswhich: (ai) now or hereafter, through no unauthorized act or failure to act on was known by the Receiving Party’s part, in the public domain; (b) was in the Receiving Party’s possession before Party prior to receipt from the Disclosing Party and obtained either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation DateParty; (cii) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (d) furnished to others by the Disclosing Party without restriction on disclosure; or (e) independently was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iii) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of this Agreement or any obligation of confidentiality by the Receiving Party. 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 any governmental, governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: shall (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agencygovernmental body’s order or request to disclose; and (iii) 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, to the extent permissible by law. Notwithstanding the foregoing, Customer authorizes Agentero to list Customer’s name and logo in a list of customers on Agentero’s Website and marketing materials.

Exceptions to Confidential Information. The Obligations of non-disclosure and non-use will not apply to any information which: (i) is in the public domain or comes into the public domain through no breach of the confidentiality obligations set forth in Section 13.1 herein; (Confidential Informationii) shall not apply is disclosed to the extent that Confidential Information includes Receiving Party without restriction on disclosure and use by an independent third party having a legal right to make such disclosure without making such disclosure subject to confidentiality obligations; (iii) is already rightfully known by the Receiving Party without any confidentiality obligations at the time of receiving such information which is: (a) now or hereafterfrom the Disclosing [ * ] = Certain confidential information contained in this document, through no unauthorized act or failure marked by brackets, is filed with the Securities and Exchange Commission pursuant to act on Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 179161731 v1 EXECUTION VERSION Party, as evidenced by the Receiving Party’s part, in the public domain; (b) was in the Receiving Party’s possession before receipt from the Disclosing Party and obtained from a source other than the Disclosing Party prior written records and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation Date; (c) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (d) furnished to others by the Disclosing Party without restriction on disclosurecompetent evidence; or (eiv) is independently developed by the Receiving Party without any use of or reference to the Disclosing Party’s Confidential Information, as evidenced by written records and other competent evidence. Nothing in this Agreement shall prevent If the Receiving Party from disclosing becomes legally compelled to disclose any Confidential Information, the Receiving Party shall provide the Disclosing Party prompt written notice, if legally permissible, and shall reasonably assist the Disclosing Party in seeking a protective order, confidential treatment or other appropriate restriction on disclosure or remedy. In any event, the Receiving Party shall disclose only that portion of such Confidential Information to the extent that the Receiving Party is legally compelled required to do so by any governmental, investigative or judicial agency pursuant to proceedings over which disclose and shall maintain the confidentiality of such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: (i) assert the confidential nature of the disclosed Confidential Information to the agency; (ii) immediately notify the Disclosing Party for all other purposes in writing of the agency’s order or request to disclose; and (iii) cooperate fully accordance 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 confidentialitythis Agreement.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 (Confidential Information) 7.2 shall not apply to the extent that Confidential Information includes information which iswhich: (a) now or hereafter, through no unauthorized act or failure to act on was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party’s part, in the public domain; (b) was in the Receiving Party’s possession before receipt from the Disclosing Party and obtained from a source other than the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation Date; (c) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (d) furnished to others by the Disclosing Party without restriction on disclosure; or (e) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of this Order Form or any obligation of confidentiality by the Receiving Party. Nothing in this Agreement Order Form shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental, governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: shall (ix) assert the confidential nature of the Confidential Information to the agency; (iiy) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iiiz) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 (Confidential Information) shall not apply to the extent that Confidential Information includes information which is: (a) now or hereafter, through no unauthorized act or failure to act on the Receiving Party’s 's part, in the public domain; (b) was in known to the Receiving Party’s possession before receipt Party without an obligation of confidentiality at the time the Receiving Party receives the same from the Disclosing Party and obtained from a source other than the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation DateParty, as evidenced by written records; (c) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (d) furnished to others by the Disclosing Party without restriction on disclosure; or (e) 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 Receiving Party is legally compelled to do so by any governmental, governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: shall (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency’s 's order or request to disclose; and (iii) 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.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 11.2 (Confidential InformationNon-Disclosure) shall not apply to the extent that Confidential Information includes information which iswhich: (a) now or hereafter, through no unauthorized act or failure to act on was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party’s part, in the public domain; (b) was in the Receiving Party’s possession before receipt from the Disclosing Party and obtained from a source other than the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation Date; (c) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (d) furnished to others by the Disclosing Party without restriction on disclosure; or (e) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of these Terms or any obligation of confidentiality by the Receiving Party. Nothing in this Agreement these Terms shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental, governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: shall (ix) assert the confidential nature of the Confidential Information to the agency; (iiy) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iiiz) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 11.2 (Confidential InformationNon-Disclosure) shall not apply to the extent that Confidential Information includes information which iswhich: (a) now or hereafter, through no unauthorized act or failure to act on was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party’s part, in the public domain; (b) was in the Receiving Party’s possession before receipt from the Disclosing Party and obtained from a source other than the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation Date; (c) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (d) furnished to others by the Disclosing Party without restriction on disclosure; or (e) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of this Agreement or any obligation of confidentiality by the Receiving Party. 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 any governmental, governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: shall (ix) assert the confidential nature of the Confidential Information to the agency; (iiy) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iiiz) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 (Confidential Information) 9.1 shall not apply to the extent that Confidential Information includes information which iswhich: (ai) now or hereafter, through no unauthorized act or failure to act on the Receiving Party’s part, in the public domain; (bii) was in known to the Receiving Party’s possession before receipt Party without an obligation of confidentiality at the time the Receiving Party receives the same from the Disclosing Party and obtained from a source other than the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation DateParty, as evidenced by written records; (ciii) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (div) furnished to others by the Disclosing Party without restriction on disclosure; or (ev) 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 any governmental, governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: shall (ia) assert the confidential nature of the Confidential Information to the agency; (iib) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iiic) 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.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 8.2 (Confidential InformationNon- Disclosure) shall not apply to the extent that Confidential Information includes information which iswhich: (ai) now or hereafter, through no unauthorized act or failure to act on was known by the Receiving Party’s part, in the public domain; (b) was in the Receiving Party’s possession before Party prior to receipt from the Disclosing Party and obtained either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation DateParty; (cii) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (d) furnished to others by the Disclosing Party without restriction on disclosure; or (e) independently was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iii) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of this Agreement or any obligation of confidentiality by the Receiving Party. 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 any governmental, governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: shall (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iii) 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.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 10.1 (Confidential Information) shall not apply to the extent that Confidential Information includes information which is: (a) now or hereafter, through no unauthorized act or failure to act on the Receiving Party’s 's part, in the public domain; (b) was in known to the Receiving Party’s possession before receipt Party without an obligation of confidentiality at the time the Receiving Party receives the same from the Disclosing Party and obtained from a source other than the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation DateParty, as evidenced by written records; (c) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (d) furnished to others by the Disclosing Party without restriction on disclosure; or (e) 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 Receiving Party is legally compelled to do so by any governmental, governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: shall (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency’s 's order or request to disclose; and (iii) 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.