Common use of Exceptions to Confidentiality Clause in Contracts

Exceptions to Confidentiality. The obligations of each Receiving Party imposed by Section 13.1.1 (General) will not apply to any Confidential Information disclosed to the Receiving Party by the Disclosing Party that: (a) was known to the Receiving Party without an obligation to keep such information confidential prior to the Effective Date other than as a result of disclosure under any other agreement between the Parties, including the Confidentiality Agreements (as demonstrated by documentary evidence); (b) is or becomes generally available to the public through means other than an unauthorized disclosure by the Receiving Party, its Affiliates, or any agents to whom it or they disclosed such information; (c) was or subsequently is disclosed to the Receiving Party without restriction by a Third Party having a bona fide right to disclose such Confidential Information without breaching any obligation to the Disclosing Party; (d) is developed independently by the Receiving Party without benefit of or recourse to any of the Disclosing Party’s Confidential Information (as demonstrated by documentary evidence); or (e) is published pursuant to Section 13.1.5 (Publicity). For clarity, (i) specific aspects or details of Confidential Information will not be deemed to be within the public domain or in the possession of the Receiving Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the Receiving Party; and (ii) any combination of Confidential Information will not be considered in the public domain or in the possession of the Receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the Receiving Party unless the combination and its principles are in the public domain or in the possession of the Receiving Party.

Exceptions to Confidentiality. The Parties' obligations of each Receiving Party imposed by respecting confidentiality under Section 13.1.1 (General) will 17.1 shall not apply to any portion of the Confidential Information disclosed to the Receiving receiving Party by to the Disclosing Party thatextent such information or materials: (a) was known becomes generally available to the Receiving Party without an obligation to keep such information confidential prior to the Effective Date public other than as a result of a disclosure under any other agreement between by the Parties, including the Confidentiality Agreements (as demonstrated by documentary evidence)receiving Party or it representatives in violation of this Agreement; (b) was already in the possession of the receiving Party, provided that such information or materials is or becomes generally available to the public through means other than an unauthorized disclosure not known by the Receiving receiving Party to be subject to another confidentiality agreement with the disclosing Party, its Affiliates, or any agents to whom it or they disclosed such information; (c) was or subsequently is disclosed becomes available to the Receiving receiving Party without restriction on a non-confidential basis from a source other than the disclosing Party or its representatives, provided that such source is not known by the receiving Party to be bound by a Third Party having a bona fide right to disclose such Confidential Information without breaching any obligation to confidentiality agreement with the Disclosing disclosing Party; (d) is was independently developed independently by the Receiving receiving Party without benefit of or recourse reference to the Confidential Information; (e) was required to be disclosed to any regulatory body having jurisdiction over either Party or any of the Disclosing Party’s Confidential Information (as demonstrated by documentary evidence)its Affiliates; or (ef) that disclosure is published necessary by reason of applicable legal, accounting or regulatory requirements beyond the reasonable control of the receiving Party. In the case of any disclosure pursuant to Section 13.1.5 (PublicitySections 17.2(e) or 17.2(f), to the extent practical, the disclosing Party shall give prior notice to the other Party of the required disclosure and shall use commercially reasonable efforts to obtain a protective order covering such disclosure. For clarityIf such a protective order is obtained, (i) specific aspects or details of Confidential Information will not such information and materials shall continue to be deemed to be within the public domain or in the possession of the Receiving Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the Receiving Party; and (ii) any combination of Confidential Information will not be considered in the public domain or in the possession of the Receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the Receiving Party unless the combination and its principles are in the public domain or in the possession of the Receiving PartyInformation.

Exceptions to Confidentiality. The following information will not be Confidential Information of the Disclosing Party, and accordingly the obligations of each Receiving Party imposed by Section 13.1.1 11.1.1 (General) will not apply to any Confidential Information disclosed to the Receiving Party by the Disclosing Party such information that: (a) was known to the Receiving Party without an obligation to keep such information confidential prior to the Effective Date other than as a result of disclosure under any other agreement between the Parties, including the Confidentiality Agreements Agreement (as demonstrated by documentary evidence); (b) is or becomes generally available to the public through means other than an unauthorized disclosure by the Receiving Party, its Affiliates, or any agents to whom it or they disclosed such information; (c) was or subsequently is disclosed to the Receiving Party without restriction by a Third Party having a bona fide right to disclose such Confidential Information without breaching any obligation to the Disclosing Party; or (d) is developed independently by the Receiving Party without benefit of or recourse to any of the Disclosing Party’s Confidential Information (as demonstrated by documentary evidence); or (e) is published pursuant to Section 13.1.5 (Publicity). For clarity, (i) specific aspects or details of Confidential Information will not be deemed to be within the public domain or in the possession of the Receiving Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the Receiving Party; and (ii) any combination of Confidential Information will not be considered in the public domain or in the possession of the Receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the Receiving Party unless the combination and its principles are in the public domain or in the possession of the Receiving Party.

Exceptions to Confidentiality. The obligations of each Receiving Party imposed by set forth in Section 13.1.1 (General) will 11.2 shall not apply to any that portion of Confidential Information disclosed to that the Receiving receiving Party can demonstrate by the Disclosing Party that: contemporaneous tangible evidence was (a) was known to the Receiving Party without an obligation to keep such information confidential prior general public at the time of its disclosure to the Effective Date receiving Party or its Affiliates, or thereafter became generally known to the general public, other than as a result of disclosure under any other agreement between actions or omissions of the Parties, including receiving Party or anyone to whom the Confidentiality Agreements (as demonstrated by documentary evidence)receiving Party disclosed such Information; (b) is known by the receiving Party or becomes generally available its Affiliates, without confidentiality restrictions, prior to the public through means other than an unauthorized date of disclosure by the Receiving disclosing Party, its Affiliates, or any agents to whom it or they disclosed such information; (c) was or subsequently is disclosed to the Receiving receiving Party or its Affiliates, without restriction by confidentiality restrictions, from a Third Party having not under a bona fide right to disclose such Confidential Information without breaching any obligation duty of confidentiality to the Disclosing disclosing Party; or (d) is independently developed independently by the Receiving receiving Party without benefit of or recourse its Affiliates by personnel that did not have access to any of the Disclosing Party’s Confidential Information (as demonstrated by documentary evidence); or (e) is published pursuant to Section 13.1.5 (Publicity). For clarity, (i) specific aspects or details use of Confidential Information will of the disclosing Party; [*]. Any combination of [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. features or disclosures shall not be deemed to be fall within the foregoing exclusions merely because individual features are published or known to the general public domain or in the rightful possession of the Receiving Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the Receiving Party; and (ii) any combination of Confidential Information will not be considered in the public domain or in the possession of the Receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the Receiving receiving Party unless the combination itself and its principles principle of operation thereof are published or known to the general public or are in the public domain or in the rightful possession of the Receiving receiving Party.

Exceptions to Confidentiality. The obligations obligation of each Receiving Party imposed by Section 13.1.1 (General) will confidentiality contained in this Agreement shall not apply to the extent that (i) the Receiving Party is required to disclose information by order or regulation of a governmental agency, stock exchange, or a court of competent jurisdiction; provided, however, that (a) the Receiving Party shall promptly notify the disclosing Party of such order or regulation (when legally permissible) and shall not make any Confidential Information such disclosure without first notifying the Disclosing Party and allowing the Disclosing Party a reasonable opportunity to seek injunctive relief from (or a protective order with respect to) the obligation to make such disclosure, and (b) such disclosure shall not affect the confidential nature of the information unless and until an exception in (ii) below applies; or (ii) the Receiving Party can demonstrate that (a) the disclosed information was at the time of such disclosure to the Receiving Party by already in (or thereafter enters) the Disclosing Party that: (a) was known to the Receiving Party without an obligation to keep such information confidential prior to the Effective Date public domain other than as a result of disclosure under any other agreement between the Parties, including the Confidentiality Agreements (as demonstrated by documentary evidence); (b) is or becomes generally available to the public through means other than a breach of an unauthorized disclosure by the Receiving Party, its Affiliates, or any agents to whom it or they disclosed such information; (c) was or subsequently is disclosed to the Receiving Party without restriction by a Third Party having a bona fide right to disclose such Confidential Information without breaching any obligation of confidentiality to the Disclosing Party; (b) the disclosed information was rightfully known to the Receiving Party prior to the date of disclosure to the Receiving Party; (c) the disclosed information was received by the Receiving Party on an unrestricted basis from a source unrelated to the Disclosing Party and not under a duty of confidentiality to the Disclosing Party; or (d) is the disclosed information was independently developed independently by the Receiving Party without the benefit of or recourse to any Confidential Information of the Disclosing Party’s Confidential Information (as demonstrated by documentary evidence); or (e) is published pursuant to Section 13.1.5 (Publicity). For clarity, (i) specific Specific aspects or details of Confidential Information will shall not be deemed to be within the public domain or in the possession of the Receiving Party merely because the Confidential Information is embraced by more general information disclosures in the public domain or in the possession of the Receiving Party; and (ii) . In addition, any combination of Confidential Information will shall not be considered in the public domain or in the possession of the Receiving Party merely because individual elements of such Confidential Information thereof are in the public domain or in the possession of the Receiving Party unless the combination and its principles are in the public domain or in the possession of the Receiving Party.

Exceptions to Confidentiality. The obligations of each Receiving Party imposed by Section 13.1.1 (General) will 12.1 do not apply to any Confidential Information disclosed to if (a) the Confidential Information is public knowledge or becomes public knowledge after disclosure through no fault of the Receiving Party or any of its Related Persons, (b) the Confidential Information can be shown by the Disclosing Party that: (a) was known to the Receiving Party without an obligation through documentation to keep such information confidential have been in its or any of its Related Persons’ lawful possession prior to disclosure and without any obligations of confidentiality and non-use, (c) the Effective Date other than as a result of disclosure under any other agreement between the Parties, including the Confidentiality Agreements (as demonstrated by documentary evidence); (b) Confidential Information is or becomes generally available to the public through means other than an unauthorized disclosure received by the Receiving Party, Party or its Affiliates, Related Persons without restrictions on disclosure or any agents to whom it or they disclosed such information; (c) was or subsequently is disclosed to use by the Receiving Party without restriction by from a Third Party having a bona fide right third party lawfully in possession of such information and who was not obligated to disclose such maintain the Confidential Information without breaching any obligation to the Disclosing Party; in confidence, or (d) the Receiving Party can show that equivalent information is developed independently by or on behalf of the Receiving Party without benefit of or recourse to any of its Related Persons without reference to or reliance on the Disclosing Party’s Confidential Information (as demonstrated by documentary evidence); or (e) is published pursuant to Section 13.1.5 (Publicity)Information. For clarity, (iSection 12.2(d) specific aspects is not intended to exclude from the definition of Client’s “Confidential Information” any information generated by or details on behalf of Confidential Information will not be deemed to be within the public domain or Supplier in the possession performance of Services for Client under this Agreement or the Receiving Party merely because Prior Agreement, which information may be first disclosed to Client by Supplier in connection with Supplier’s performance of this Agreement and which information shall remain Client’s Confidential Information. For the Confidential Information is embraced avoidance of doubt, with respect to any such information so generated by more general information in or on behalf of Supplier, Client shall be considered the public domain or in “Disclosing Party,” and Supplier shall be considered the possession of the “Receiving Party; and (ii) any combination ,” for the purposes of Confidential Information will not be considered in the public domain or in the possession of the Receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the Receiving Party unless the combination and its principles are in the public domain or in the possession of the Receiving Partythis Agreement.

Exceptions to Confidentiality. The Notwithstanding any other provisions of this Agreement to the contrary, a Receiving Party shall be free from any obligations of each confidentiality hereunder regarding any information which is or becomes: (i) known to the Receiving Party, other than under an obligation of confidentiality to the Disclosing Party, at the time of disclosure; (ii) generally available to the public or otherwise part of the public domain at the time of disclosure to the Receiving Party; (iii) generally available to the public or otherwise part of the public domain after its disclosure other than through any act or omission of the Receiving Party imposed by Section 13.1.1 in breach of this Agreement or other agreement or legal obligation; (Generaliv) will not apply to any Confidential Information subsequently lawfully disclosed to the Receiving Party by the Disclosing Party that: a third party; (av) was known to independently developed by the Receiving Party without an obligation to keep such information confidential prior to use of the Effective Date other than Confidential Information as a result of disclosure under any other agreement between the Parties, including the Confidentiality Agreements (as demonstrated documented by documentary written evidence); (bvi) is or becomes generally available to the public through means other than an unauthorized disclosure approved for release by the Receiving Party, its Affiliates, or any agents to whom it or they disclosed such information; (c) was or subsequently is disclosed to the Receiving Party without restriction by a Third Party having a bona fide right to disclose such Confidential Information without breaching any obligation to written authorization of the Disclosing Party; (dvii) is developed independently furnished to a thirty party by the Disclosing Party without a similar confidentiality restriction on the third party’s rights; or (viii) disclosed pursuant to the requirement of a governmental agency or legally required to be disclosed, including with respect to the UW, disclosures of public records pursuant to the Washington State Public Records Act, RCW Chapter 42.56, but only to the extent required to satisfy such legal requirement and providing that the Receiving Party without benefit of or recourse to any of has given the Disclosing Party’s Confidential Information (as demonstrated by documentary evidence); or (e) is published pursuant to Section 13.1.5 (Publicity). For clarity, (i) specific aspects or details of Confidential Information will not be deemed to be within the public domain or in the possession of the Receiving Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the Receiving Party; and (ii) any combination of Confidential Information will not be considered in the public domain or in the possession of the Receiving Party merely because individual elements reasonable notice of such Confidential Information are proposed disclosure sufficient to allow the Disclosing an opportunity to contest such disclosure and/or seek a protective order in a court of law having jurisdiction over the public domain or in the possession of the Receiving Party unless the combination and its principles are in the public domain or in the possession of the Receiving Partymatter.