Exceptions to Non-Disclosure Clause Samples

Exceptions to Non-Disclosure. Notwithstanding Sections 9.2.1 and 9.2.2 above, each Party to this Agreement shall not have breached any obligation under this Agreement if Confidential Information is disclosed to a third party when the Confidential Information: (a) was in the public domain at the time of such disclosure or is subsequently made available to the public consistent with the terms of this Agreement; or (b) had been received by either Party at the time of disclosure through other means without restriction on its use, or had been independently developed by either Party as shown through documentation; or (c) is subsequently disclosed to either Party by a third party without restriction on use and without breach of any agreement or legal duty; or (d) subject to the provisions of Sections 9.2.1 and 9.2.2, is used or disclosed pursuant to statutory duty or an order, subpoena or other lawful process issued by a court or other governmental authority of competent jurisdiction.

Exceptions to Non-Disclosure. Notwithstanding the preceding clause, a party may disclose Confidential Information of the other party if the disclosure is: (a) necessary to perform its obligations under this Agreement (b) legally compelled by a court or other authority of competent jurisdiction; (c) made to a legal adviser, patent attorney or other professional adviser to whom a copy of this Agreement is supplied; or (d) made with the prior written consent of the other party, which may grant or withhold its consent in its absolute discretion.

Exceptions to Non-Disclosure. Notwithstanding Sections 16.2 and 16.3, if the Institution or the Principal Investigator are legally required to disclose Confidential Information or results of the Study, the Institution or the Principal Investigator, as applicable and to the extent permitted by law, shall use reasonable efforts to promptly notify SPONSOR in writing prior to making the required disclosure. If such disclosure is required pursuant to a lawful subpoena or judicial or government request or order, the Institution and the Principal Investigator shall permit SPONSOR to defend against any such order of disclosure and the Institution shall assist, at SPONSOR’s expense, in such defense to the extent permitted by Applicable Laws. If the Institution or the Principal Investigator is thereafter or otherwise required to disclose any Confidential Information, the Institution or the Principal Investigator, as applicable, shall use reasonable efforts under the circumstances to craft such disclosure as reasonably requested by SPONSOR so that such disclosure shall contain only such Confidential Information as is required by Applicable Laws. Nothing contained herein shall prohibit the Institution or the Principal Investigator from immediately disclosing information relating to the Study to those individuals who have a need to know to mitigate a serious health hazard; provided, however, that the Institution or the Principal Investigator, as applicable, shall notify SPONSOR prior to making such a disclosure, to the extent practicable, and promptly after it has made such a disclosure.

Exceptions to Non-Disclosure. (a) The restrictions on use and disclosure of LNGRV Confidential Information shall not apply to such specific information as Owner can show: (i) at the time of the proposed use or disclosure by Owner, previously had been published (except publication of any patent applications of Charterer or its Affiliates) or otherwise was readily available to the general public, without any obligation of confidentiality and through no fault of Owner; or (ii) at the time of the proposed use or disclosure by Owner, was disclosed to Owner by a third party in lawful possession of such information without any obligation of confidentiality; or (iii) is known to Owner, prior to disclosure thereof by Charterer. (b) Any publication, availability to the general public, disclosure by a third party, or independent development of information that is more general than the LNGRV Confidential Information shall not release Owner from its obligations of confidentiality or nonuse with respect to the more specific portions of the LNGRV Confidential Information. Similarly, the publication, availability to the general public, disclosure by a third party, or independent development of individual steps of a process or elements of a device or apparatus shall not release Owner from its obligations of confidentiality and nonuse with respect to combinations of steps or elements contained in the LNGRV Confidential Information unless the specific combination itself has been published, made available to the general public, disclosed by a third party, or independently developed. As mentioned above in section 47.2(a)(i), publication of any patent applications of Charterer shall not relieve Owner of its obligations of nondisclosure and non-use.”

Exceptions to Non-Disclosure. Nothing in the Agreement shall prohibit or limit Recipient’s disclosure or use of information if Recipient can establish that (i) at the time of disclosure such information was generally available to the public; (ii) after disclosure by Discloser and prior to any disclosure by Recipient, such information becomes generally available to the public, except through breach of the Agreement by Recipient; (iii) such information was in Recipient’s possession prior to the time of disclosure by Discloser and was not acquired directly or indirectly from Discloser; (iv) the information became available to Recipient from a third party who, to the knowledge of Recipient, does

Exceptions to Non-Disclosure. Nothing in the Agreement shall prohibit or limit Recipient’s disclosure or use of information if Recipient can establish that (i) at the time of disclosure such information was generally available to the public; (ii) after disclosure by Discloser and prior to any disclosure by Recipient, such information becomes generally available to the public, except through breach of the Agreement by Recipient; (iii) such information was in Recipient’s possession prior to the time of disclosure by Discloser and was not acquired directly or indirectly from Discloser; (iv) the information became available to Recipient from a third party who, to the knowledge of Recipient, does not owe a confidentiality obligation to Discloser; (v) the information was developed by or for Recipient independently of the disclosure of such information by Discloser; (vi) the Confidential Information is disclosed by Recipient pursuant to a requirement of a governmental agency or by operation of law, provided that, with respect to item (vi), Recipient shall first notify Discloser prior to disclosure in order to give Discloser an opportunity to seek an appropriate protective order and/or waive compliance with the terms of the Agreement and shall disclose only that part of the Confidential Information which Recipient is required to disclose or (vii) the information relates to the tax treatment or the tax structure of the transactions contemplated herein, where “the tax treatment or the tax structure” is limited to any facts relevant to the U.S. federal income tax treatment of the transaction and does not include information relating to the identity of the parties.

Exceptions to Non-Disclosure. Confidential Information may be disclosed by the Receiving Party to a third party to the extent that such information: (a) Was in the public domain at the time of such disclosure; or (b) Had been received by the Party at the time of disclosure through other means without restriction on its use, or had been independently developed by that Party as shown through documentation; or (c) Subject to the provisions of Paragraph 5, is used or disclosed pursuant to statutory duty or an order, subpoena or other lawful process issued by a court, regulatory agency, or other governmental authority of competent jurisdiction; or (d) That Party is under a legal or regulatory obligation to disclose the information. In addition to these enumerated exceptions, PG&E shall be permitted to disclose Seller’s Confidential Information as follows: (i) to PG&E’s Procurement Review Group, as defined in California Public Utilities Commission (“CPUC”) Decision (D) ▇▇-▇▇-▇▇▇ and made applicable to this CA by D.▇▇-▇▇-▇▇▇, subject to a confidentiality agreement, (ii) to PG&E’s Cost Allocation Methodology Group, as defined in CPUC Decision ▇▇-▇▇-▇▇▇, subject to a confidentiality agreement, (iii) to the CPUC (including CPUC staff) under seal for purposes of review, (iv) the Independent Evaluator as specified in the RFO, and (v) in order to comply with any applicable law, regulation, or any exchange, control area or ISO rule or any applicable regulation, rule, or order of the CPUC, California Energy Commission, or the Federal Energy Regulatory Commission.

Exceptions to Non-Disclosure. Notwithstanding the provisions of Section 6.2 hereof, neither Rhythms nor Cisco shall be limited in its use or disclosure of any Proprietary Information that Rhythms or Cisco can demonstrate: (a) is or has become readily publicly available without restriction through no fault of Rhythms (or its employees or agents) or Cisco (or its employees or agents), respectively; (b) is received without restriction from a third party lawfully in possession of such Information and such third party was under no obligation or duty not to disclose such Information; (c) was rightfully in possession of Rhythms or Cisco (as the case may be) without restriction prior to its disclosure by Cisco or Rhythms, respectively; (d) was independently developed by employees or consultants of Rhythms or Cisco (as the case may be) without access to Proprietary Information; or (e) is required to be disclosed by applicable law or in connection with any legal, administrative, judicial or governmental proceeding, hearing or process (in which event, the disclosing party shall promptly notify the other of such proposed disclosure). Rhythms and Cisco represents and warrants to the other party hereto that (a) performance of the terms of this Agreement will not breach any agreement to keep in confidence Proprietary Information acquired by Rhythms or Cisco, respectively, in confidence or in trust prior to the execution of this Agreement, and (b) Rhythms and Cisco, respectively, has not entered into (and Rhythms and Cisco, respectively, agrees not to enter into) any agreement or commitment, either written or oral, that conflicts or might conflict with its confidentiality obligations under this Agreement.

Exceptions to Non-Disclosure. Notwithstanding Section 11(b): (i) To the extent that Site is required to disclose Confidential Information to Ethics Committee members, safety review boards or other persons or entities as necessary to perform its duties under this Agreement, Site may make such disclosure provided that (A) the recipient has first agreed to be bound by obligations of confidentiality and non-use at least as protective of Confidential Information as those set forth in this Section 11 and (B) the disclosure contains a statement indicating that the information is confidential and that it may not be disclosed to third parties.