Common use of Exceptions to Confidentiality Obligations Clause in Contracts

Exceptions to Confidentiality Obligations. The Company’s obligations under clause 2 shall not apply to Confidential Information that: the Company possessed before the University disclosed it to the Company; or is or becomes publicly known, other than as a result of breach of the terms of this Agreement by the Company or by anyone to whom the Company disclosed it; or the Company obtains from a third party, and the third party was not under any obligation of confidentiality with respect to the Confidential Information; or it can show (as demonstrated by its written records or other reasonable evidence) has been developed by any of the Company’s employees who have not had any direct or indirect access to, or use or knowledge of, the University’s Confidential Information. Term, Return of information and surviving obligations This Agreement shall commence on the date of execution of this Agreement and shall continue in force unless and until it is terminated in accordance with its terms or otherwise terminated or superseded by written agreement between the Parties. Either Party may terminate this Agreement at any time by giving seven (7) days’ prior written notice to the other Party. Subject to clause 6.4, the Company shall (a) at the University’s request, and (b) upon any termination of this Agreement: either return to the University or destroy (at the University’s option) all documents and other materials that contain any of the Confidential Information, including all copies made by the Company representatives; permanently delete all electronic copies of Confidential Information from the Company’s computer systems; and provide to the University a certificate, signed by an officer of the Company, confirming that the obligations referred to in clauses 6.3.1 and 6.3.2 have been met. As an exception to its obligations under clause 6.3, the Company may retain one copy of the Confidential Information, in paper form, in the Company’s legal files for the purpose of ensuring compliance with the Company’s obligations under this Agreement. Following the date of any termination of this Agreement, or any return of Confidential Information to the University (“Final Date”), (a) the Company shall make no further use of the Confidential Information, and (b) the Company’s obligations under this Agreement shall otherwise continue in force, in respect of Confidential Information disclosed prior to the Final Date, in each case for a period of [5/10] years from the Final Date.

Exceptions to Confidentiality Obligations. The CompanyReceiving Party’s obligations under clause 2 shall not apply to Confidential Information that: the Company Receiving Party possessed before the University Disclosing Party disclosed it to the CompanyReceiving Party; or is or becomes publicly known, other than as a result of breach of the terms of this Agreement by the Company Receiving Party or by anyone to whom the Company Receiving Party disclosed it; or the Company Receiving Party obtains from a third third-party, and the third third-party was not under any obligation of confidentiality to the Disclosing Party with respect to the Confidential Information; or it can show (as demonstrated by its written records or other reasonable evidence) has been independently developed by any of the CompanyReceiving Party’s employees or Authorised Persons who have not had any direct or indirect access to, or use or knowledge of, the University’s Confidential Information. TermFreedom of information The COMPANY acknowledges and agrees that XXXXXXX is subject to the FOIA and the codes of practice issued under the FOIA as may be amended, updated or replaced from time to time The COMPANY acknowledges and agrees that all Freedom of Information requests relating to this Agreement and any other relevant records will be processed by XXXXXXX under the terms of the FOIA. TRINITY and the COMPANY shall communicate and co-operate during the processing of any such requests. Return of information and surviving obligations This Agreement shall commence on the date of execution of this Agreement and shall continue in force unless and until it is terminated in accordance with its terms or otherwise terminated or superseded by written agreement between the Parties. Either Party may terminate this Agreement at any time by giving seven (7) days’ prior written notice to the other Party. Subject to clause 6.47.2, the Company Receiving Party shall (a) at the UniversityDisclosing Party’s request, and (b) upon any termination of this Agreement: either return to the University Disclosing Party or destroy (at the UniversityDisclosing Party’s option) all documents and other materials that contain any of the Confidential Information, including all copies made by the Company Receiving Party representatives; permanently delete all electronic copies of Confidential Information from the CompanyReceiving Party’s computer systems; and provide to the University a certificate, signed by an officer of the Company, confirming that the obligations referred to in clauses 6.3.1 and 6.3.2 have been met. As an exception to its obligations under clause 6.37.1, the Company Receiving Party may retain one copy of the Confidential Information, in paper form, in the CompanyReceiving Party’s legal files for the purpose of ensuring compliance with the CompanyReceiving Party’s obligations under this Agreement. Following the date of any termination of this Agreement, or any return of Confidential Information to the University (“Final Date”), (a) the Company shall make no further use of the Confidential Information, and (b) the Company’s obligations under this Agreement shall otherwise continue in force, in respect of Confidential Information disclosed prior to the Final Date, in each case for a period of [5/10] years from the Final Date.

Exceptions to Confidentiality Obligations. The CompanyReceiving Party’s obligations under clause 2 shall not apply to Confidential Information that: the Company Receiving Party possessed before the University Disclosing Party disclosed it to the CompanyReceiving Party; or is or becomes publicly known, other than as a result of breach of the terms of this Agreement by the Company Receiving Party or by anyone to whom the Company Receiving Party disclosed it; or the Company Receiving Party obtains from a third third-party, and the third third-party was not under any obligation of confidentiality with respect to the Confidential Information; or it can show (as demonstrated by its written records or other reasonable evidence) has been developed by any of the CompanyReceiving Party’s employees who have not had any direct or indirect access to, or use or knowledge of, the University’s Confidential Information. Freedom of Information The Company acknowledges and agrees that: the University is subject to the Freedom of Information Act 2014 (“FOIA”) and the codes of practice issued under FOIA as may be amended, updated or replaced from time to time; and all Freedom of Information requests relating to this Agreement and any other relevant records will be processed by the University under the terms of the FOIA. The University and the Company will communicate and co-operate during the processing of such requests. Term, Return of information and surviving obligations This Agreement shall commence on the date of execution of this Agreement and shall continue in force unless and until it is terminated in accordance with its terms or otherwise terminated or superseded by written agreement between the Parties. Either Party may terminate this Agreement at any time by giving seven (7) days’ prior written notice to the other Party. Subject to clause 6.48.4, the Company Receiving Party shall (a) at the UniversityDisclosing Party’s request, and (b) upon any termination of this Agreement: either return to the University Disclosing Party or destroy (at the UniversityDisclosing Party’s option) all documents and other materials that contain any of the Confidential Information, including all copies made by the Company Receiving Party representatives; permanently delete all electronic copies of Confidential Information from the CompanyReceiving Party’s computer systems; and provide to the University Disclosing Party a certificate, signed by an officer of the CompanyReceiving Party, confirming that the obligations referred to in clauses 6.3.1 8.3.1 and 6.3.2 8.3.2 have been met. As an exception to its obligations under clause 6.38.3, the Company Receiving Party may retain one copy of the Confidential Information, in paper form, in the CompanyReceiving Party’s legal files for the purpose of ensuring compliance with the CompanyReceiving Party’s obligations under this Agreement. Following the date of any termination of this Agreement, or any return of Confidential Information to the University Disclosing Party (“Final Date”), (a) the Company Receiving Party shall make no further use of the Confidential Information, and (b) the CompanyReceiving Party’s obligations under this Agreement shall otherwise continue in force, in respect of Confidential Information disclosed prior to the Final Date, in each case for a period of [5/10] years from the Final Date.

Exceptions to Confidentiality Obligations. The CompanyReceiving Party’s obligations under clause 2 shall not apply to Confidential Information that: the Company The Receiving Party possessed before the University Disclosing Party disclosed it to the CompanyReceiving Party; or is Is or becomes publicly knownknow, other than as a result of breach of the terms of this Agreement by the Company Receiving Party or by anyone to whom the Company Receiving Party disclosed it; or the Company [or] The Receiving party obtains from a third third-party, and the third third-party was not under any obligation of confidentiality with respect to the Confidential Information; or [or] The Receiving party can demonstrate with documentary evidence was developed independently by it can show (as demonstrated by its written records or other reasonable evidence) has been developed by any with no reference to the Confidential Information of the Company’s employees who have not had any direct or indirect access to, or use or knowledge of, the University’s Confidential InformationDisclosing Party and no breach of this agreement. Term, Return of information and surviving obligations This Agreement shall commence on the date of execution of this Agreement and shall continue in force unless and until it is terminated in accordance with its terms or otherwise terminated or superseded by written agreement between the Parties. Either Party may terminate this Agreement at any time by giving seven (7) days’ prior written notice to the other Party. Subject to clause 6.45.2, the Company Receiving Party shall ([a) ] at the UniversityDisclosing Party’s request, and (also [b) ] upon any termination of this Agreement: either return Return and provide to the University or destroy (at the University’s option) Disclosing Party all documents and other materials that contain any of the Confidential Information, including all copies made by the Company Receiving Party representatives; permanently Permanently delete all electronic copies of Confidential Information from the CompanyReceiving Party’s computer systems; and provide Provide to the University Disclosing Party a certificate, signed by an officer of the CompanyReceiving Party, confirming that the obligations referred to in clauses 6.3.1 5.1.1 and 6.3.2 5.1.2 have been met. As an exception to its obligations under clause 6.35.1, the Company Receiving Party may retain one copy of the Confidential Information, in paper form, in the CompanyReceiving Party’s legal files for the purpose of ensuring compliance with the CompanyReceiving Party’s obligations under this Agreement. Following the date of any termination of this Agreement, or any return of Confidential Information to the University (“Final Date”)Disclosing Party, ([a) ] the Company Receiving Party shall make no further use of the Confidential Information, and ([b) ] the CompanyReceiving Party’s obligations under this Agreement shall otherwise continue in force, in respect of Confidential Information disclosed prior to the Final Date, in each case for a period of [5/10] 5 years from the Final Datedate of this Agreement.