Common use of Exceptions to obligations Clause in Contracts

Exceptions to obligations. Notwithstanding anything to the contrary herein, the Receiving Party shall have no obligation to preserve the confidential nature of any Confidential Information which: (a) was within the Receiving Party’s possession prior to its being disclosed by the Disclosing Party, provided that the source of such information was not known or reasonably suspected by the Receiving Party to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party with respect to such information; (b) is or becomes generally available to the public at a later date by other than unauthorized disclosure; (c) at any time is received in good faith by the Receiving Party from a source other than the Disclosing Party or any of its Representatives, provided that such source is not known or reasonably suspected by the Receiving Party to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party with respect to such information; (d) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, as proven by collaboration of evidence; or (e) is released for disclosure by the Disclosing Party with its written consent. Notwithstanding the foregoing, the Receiving Party may disclose that part of the Confidential Information which: (a) it is required to disclose to a United States governmental agency in response to a valid court order or subpoena, but only after the Receiving Party first promptly notifies the Disclosing Party of such order or subpoena to allow the Disclosing Party the opportunity to seek to quash the subpoena or seek a protective order; (b) is necessary to establish the rights under this Agreement; or (c) it otherwise required by law.

Exceptions to obligations. Notwithstanding anything The provisions of Clause 5.1 shall not apply to the contrary herein, Confidential Information which the Receiving Party shall have no obligation to preserve the confidential nature of any Confidential Information whichcan demonstrate by reasonable, written evidence: (a) was within the Receiving Party’s possession was, prior to its being disclosed receipt by the Receiving Party from the Disclosing Party, provided that in the source possession of such information was the Receiving Party and at its free disposal; or is subsequently disclosed to the Receiving Party without any obligations of confidence by a third party who has not known derived it directly or reasonably suspected indirectly from the Disclosing Party; or is independently developed by the Receiving Party to be bound by a confidentiality agreement with, individuals who have not had any direct or other contractual, legal or fiduciary obligation of confidentiality indirect access to the Disclosing Party with respect to such informationParty’s Confidential Information; (b) or is or becomes generally available to the public at a later date by other than unauthorized disclosure; (c) at any time is received in good faith by through no act or default of the Receiving Party from a source other than or its agents, Personnel, or Affiliates. Disclosure in accordance with legal obligations. To the Disclosing Party or any of its Representatives, provided extent that such source is not known or reasonably suspected by the Receiving Party is required to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation disclose any of confidentiality to the Disclosing Party with respect to such information; (d) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential InformationInformation by order of a court or other public body that has jurisdiction over it or under other statutory or regulatory obligations it may do so, as proven by collaboration of evidence; or (e) is released for provided that, before making such a disclosure by the Disclosing Party with its written consent. Notwithstanding the foregoing, the Receiving Party may disclose that part of the Confidential Information which: (a) shall, unless it is required to disclose to a United States governmental agency in response to a valid court order or subpoena, but only after the Receiving Party first promptly notifies prohibited from so doing by law: inform the Disclosing Party of the proposed disclosure as soon as possible, in any event, no later than five (5) business days after becoming aware of the proposed disclosure; and cooperate with the Disclosing Party's reasonable, lawful efforts to resist, limit or delay such disclosure (at the cost and expense of the Disclosing Party). Disclosure of any Confidential Information pursuant to any such order or subpoena requirement shall not be deemed to allow render it non-confidential and the Disclosing Party Receiving Party’s obligations with respect to such Confidential Information shall not be changed or lessened by virtue of any such disclosure, unless such disclosure results in one or more of the opportunity exceptions listed in Clause 5.2 above applying to seek to quash the subpoena or seek a protective order; (b) is necessary to establish the rights under this Agreement; or (c) it otherwise required by lawthat Confidential Information.

Exceptions to obligations. Notwithstanding anything The provisions of Clause 3.1 shall not apply to the contrary herein, Confidential Information which the Receiving Party shall have no obligation to preserve the confidential nature of any Confidential Information whichcan demonstrate by reasonable, written evidence: (a) was within the Receiving Party’s possession was, prior to its being disclosed receipt by the Receiving Party from the Disclosing Party, provided that in the source possession of such information was the Receiving Party and at its free disposal; or is subsequently disclosed to the Receiving Party without any obligations of confidence by a third party who has not known derived it directly or reasonably suspected indirectly from the Disclosing Party; or is independently developed by the Receiving Party to be bound by a confidentiality agreement with, individuals who have not had any direct or other contractual, legal or fiduciary obligation of confidentiality indirect access to the Disclosing Party with respect to such informationParty’s Confidential Information; (b) or is or becomes generally available to the public at a later date by other than unauthorized disclosure; (c) at any time is received in good faith by through no act or default of the Receiving Party from a source other than or its agents, employees, or Affiliates. Disclosure in accordance with legal obligations. To the Disclosing Party or any of its Representatives, provided extent that such source is not known or reasonably suspected by the Receiving Party is required to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation disclose any of confidentiality to the Disclosing Party with respect to such information; (d) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential InformationInformation by order of a court or other public body that has jurisdiction over it or under other legal obligations, such as proven by collaboration under a bona fide freedom of evidence; or (e) is released for information request, it may do so, provided that, before making such a disclosure by the Disclosing Party with its written consent. Notwithstanding the foregoing, the Receiving Party may disclose that part of shall, unless the Confidential Information whichcircumstances prohibit: (a) it is required to disclose to a United States governmental agency in response to a valid court order or subpoena, but only after the Receiving Party first promptly notifies inform the Disclosing Party of such order or subpoena to allow the proposed disclosure as soon as possible, in any event, no later than five (5) working days after becoming aware of the proposed disclosure; and permit the Disclosing Party to make representations (written or otherwise) in respect of the opportunity to seek to quash disclosure and/or confidential treatment of the subpoena or seek a protective order; (b) is necessary to establish the rights under this Agreement; or (c) it otherwise required by lawConfidential Information.

Exceptions to obligations. Notwithstanding anything The provisions of Clause 1.9 shall continue [without limit of time], but not apply to the contrary herein, Confidential Information which the Receiving Party shall have no obligation to preserve the confidential nature of any Confidential Information whichcan demonstrate by reasonable, written evidence: (a) was within the Receiving Party’s possession was, prior to its being disclosed receipt by the Receiving Party from the Disclosing Party, provided that in the source possession of such information was the Receiving Party and at its free disposal; or is subsequently disclosed to the Receiving Party without any obligations of confidence by a third party who has not known derived it directly or reasonably suspected indirectly from the Disclosing Party; or is independently developed by the Receiving Party to be bound by a confidentiality agreement with, individuals who have not had any direct or other contractual, legal or fiduciary obligation of confidentiality indirect access to the Disclosing Party with respect to such informationParty’s Confidential Information; (b) or is or becomes generally available to the public at a later date by other than unauthorized disclosure; (c) at any time is received in good faith by through no act or default of the Receiving Party from a source other than or its agents, employees or Affiliates. Disclosure in accordance with legal obligations. To the Disclosing Party or any of its Representatives, provided extent that such source is not known or reasonably suspected by the Receiving Party is required to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation disclose any of confidentiality to the Disclosing Party with respect to such information; (d) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential InformationInformation by order of a court or other public body that has jurisdiction over it or under other legal obligations, such as proven by collaboration under a bona fide freedom of evidence; or (e) is released for information request, it may do so, provided that, before making such a disclosure by the Disclosing Party with its written consent. Notwithstanding the foregoing, the Receiving Party may disclose that part of shall, unless the Confidential Information whichcircumstances prohibit: (a) it is required to disclose to a United States governmental agency in response to a valid court order or subpoena, but only after the Receiving Party first promptly notifies inform the Disclosing Party of such order or subpoena to allow the proposed disclosure as soon as possible, in any event, no later than five (5) working days after becoming aware of the proposed disclosure; and permit the Disclosing Party to make representations (written or otherwise) in respect of the opportunity to seek to quash disclosure and/or confidential treatment of the subpoena or seek a protective order; (b) is necessary to establish the rights under this Agreement; or (c) it otherwise required by lawConfidential Information.

Exceptions to obligations. Notwithstanding anything The provisions of Clause 3.1 shall not apply to the contrary herein, Confidential Information which the Receiving Party shall have no obligation to preserve the confidential nature of any Confidential Information whichcan demonstrate by reasonable, written evidence: (a) was within the Receiving Party’s possession was, prior to its being disclosed receipt by the Receiving Party from the Disclosing Party, provided that in the source possession of such information was the Receiving Party and at its free disposal; or is subsequently disclosed to the Receiving Party without any obligations of confidence by a third party who has not known derived it directly or reasonably suspected indirectly from the Disclosing Party; or is independently developed by the Receiving Party to be bound by a confidentiality agreement with, individuals who have not had any direct or other contractual, legal or fiduciary obligation of confidentiality indirect access to the Disclosing Party with respect to such informationParty’s Confidential Information; (b) or is or becomes generally available to the public at a later date by other than unauthorized disclosure; (c) at any time is received in good faith by through no act or default of the Receiving Party from a source other than or its agents, employees, or affiliates. Disclosure in accordance with legal obligations. To the Disclosing Party or any of its Representatives, provided extent that such source is not known or reasonably suspected by the Receiving Party is required to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation disclose any of confidentiality to the Disclosing Party with respect to such information; (d) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential InformationInformation by order of a court or other public body that has jurisdiction over it or under other legal obligations, such as proven by collaboration under a bona fide freedom of evidence; or (e) is released for information request, it may do so, provided that, before making such a disclosure by the Disclosing Party with its written consent. Notwithstanding the foregoing, the Receiving Party may disclose that part of shall, unless the Confidential Information whichcircumstances prohibit: (a) it is required to disclose to a United States governmental agency in response to a valid court order or subpoena, but only after the Receiving Party first promptly notifies inform the Disclosing Party of such order or subpoena to allow the proposed disclosure as soon as possible, in any event, no later than five (5) working days after becoming aware of the proposed disclosure; and permit the Disclosing Party to make representations (written or otherwise) in respect of the opportunity to seek to quash disclosure and/or confidential treatment of the subpoena or seek a protective order; (b) is necessary to establish the rights under this Agreement; or (c) it otherwise required by lawConfidential Information.

Exceptions to obligations. Notwithstanding anything The provisions of Clause 3.1 shall not apply to the contrary herein, Confidential Information which the Receiving Party shall have no obligation to preserve the confidential nature of any Confidential Information whichcan demonstrate by reasonable, written evidence: (a) was within the Receiving Party’s possession was, prior to its being disclosed receipt by the Receiving Party from the Disclosing Party, provided that in the source possession of such information was the Receiving Party and at its free disposal; or is subsequently disclosed to the Receiving Party without any obligations of confidence by a third party who has not known derived it directly or reasonably suspected indirectly from the Disclosing Party; or is independently developed by the Receiving Party to be bound by a confidentiality agreement with, individuals who have not had any direct or other contractual, legal or fiduciary obligation of confidentiality indirect access to the Disclosing Party with respect to such informationParty’s Confidential Information; (b) or is or becomes generally available to the public at a later date by other than unauthorized disclosure; (c) at any time is received in good faith by through no act or default of the Receiving Party from a source other than or its agents, employees, Affiliates or sub-licensees. Disclosure in accordance with legal obligations. To the Disclosing Party or any of its Representatives, provided extent that such source is not known or reasonably suspected by the Receiving Party is required to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation disclose any of confidentiality to the Disclosing Party with respect to such information; (d) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential InformationInformation by order of a court or other public body that has jurisdiction over it or under other legal obligations, such as proven by collaboration under a bona fide freedom of evidence; or (e) is released for information request, it may do so, provided that, before making such a disclosure by the Disclosing Party with its written consent. Notwithstanding the foregoing, the Receiving Party may disclose that part of shall, unless the Confidential Information whichcircumstances prohibit: (a) it is required to disclose to a United States governmental agency in response to a valid court order or subpoena, but only after the Receiving Party first promptly notifies inform the Disclosing Party of such order or subpoena to allow the proposed disclosure as soon as possible, in any event, no later than five (5) working days after becoming aware of the proposed disclosure; and permit the Disclosing Party to make representations (written or otherwise) in respect of the opportunity to seek to quash disclosure and/or confidential treatment of the subpoena or seek a protective order; (b) is necessary to establish the rights under this Agreement; or (c) it otherwise required by lawConfidential Information.

Exceptions to obligations. Notwithstanding anything The provisions of Clause 6.1 shall not apply to the contrary herein, Confidential Information which the Receiving Party shall have no obligation to preserve the confidential nature of any Confidential Information whichcan demonstrate by reasonable, written evidence: (a) was within the Receiving Party’s possession was, prior to its being disclosed receipt by the Receiving Party from the Disclosing Party, provided that in the source possession of such information was the Receiving Party and at its free disposal; or is subsequently disclosed to the Receiving Party without any obligations of confidence by a third party who has not known derived it directly or reasonably suspected indirectly from the Disclosing Party; or is independently developed by the Receiving Party to be bound by a confidentiality agreement with, individuals who have not had any direct or other contractual, legal or fiduciary obligation of confidentiality indirect access to the Disclosing Party with respect to such informationParty’s Confidential Information; (b) or is or becomes generally available to the public at a later date by other than unauthorized disclosure; (c) at any time is received in good faith by through no act or default of the Receiving Party from a source other than or its agents, employees, or Affiliates. Disclosure in accordance with legal obligations. To the Disclosing Party or any of its Representatives, provided extent that such source is not known or reasonably suspected by the Receiving Party is required to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation disclose any of confidentiality to the Disclosing Party with respect to such information; (d) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential InformationInformation by order of a court or other public body that has jurisdiction over it or under other legal obligations, such as proven by collaboration under a bona fide freedom of evidence; or (e) is released for information request, it may do so, provided that, before making such a disclosure by the Disclosing Party with its written consent. Notwithstanding the foregoing, the Receiving Party may disclose that part of shall, unless the Confidential Information whichcircumstances prohibit: (a) it is required to disclose to a United States governmental agency in response to a valid court order or subpoena, but only after the Receiving Party first promptly notifies inform the Disclosing Party of such order or subpoena to allow the proposed disclosure as soon as possible, in any event, no later than five (5) working days after becoming aware of the proposed disclosure; and permit the Disclosing Party to make representations (written or otherwise) in respect of the opportunity to seek to quash disclosure and/or confidential treatment of the subpoena or seek a protective order; (b) is necessary to establish the rights under this Agreement; or (c) it otherwise required by lawConfidential Information.