Information Lawfully Received Clause Samples
The "Information Lawfully Received" clause defines the circumstances under which a party may use or disclose information that was obtained through legal means outside the agreement. Typically, this clause clarifies that if a party receives information from a third party who is not bound by confidentiality obligations, or if the information is already publicly available, the receiving party is not restricted from using or disclosing it. This provision ensures that the confidentiality obligations in the agreement do not unfairly restrict a party from using information they have acquired independently and lawfully, thereby preventing unnecessary limitations on business operations.
Information Lawfully Received. (i) Neither Party has any obligation or liability with respect to the other’s information to the extent that the information:
(A) is already known by the receiving Party on the date of this agreement, free from any obligation to keep such information confidential;
(B) is or becomes publicly known through no wrongful act of the receiving Party;
(C) is lawfully received by the receiving Party from a third party without restriction and without breach of any obligation of the third party; or
(D) must be disclosed pursuant to a court order or as required by any governmental or administrative authority or authorized regulatory agency, in which event the disclosing Party shall notify the other Party in advance of any such disclosure.