NON-DISCLOSURE EXCEPTIONS Clause Samples
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NON-DISCLOSURE EXCEPTIONS. Confidential Information shall not include information and materials (and such information and materials shall not be Confidential Information under this Agreement) that can be established by written documentation or other competent proof by the Receiving Party that such information or material: (a) already is in the public domain prior to disclosure by the Disclosing Party or becomes publicly known thereafter through no act, omission or fault of the Receiving Party in breach of this Agreement; (b) is or was already lawfully, and not under an obligation of confidentiality owed to the Disclosing Party under this ARTICLE 13 (Confidentiality), in the possession of the Receiving Party at the time of disclosure by the Disclosing Party; provided that the Receiving Party did not initially generate such information and assign its rights to such information to the Disclosing Party in accordance with the terms of this Agreement; (c) is disclosed to the Receiving Party from a Third Party not under an obligation of confidentiality to the Disclosing Party with respect to such information; or (d) has been independently created by the Receiving Party, as evidenced by written or electronic documentation, without any aid, application or use of the Disclosing Party’s Confidential Information. Specific aspects or details of Confidential Information will not be deemed to be within the public knowledge or in the prior possession of a Person merely because such aspects or details of the Confidential Information are embraced by general disclosures in the public domain.
NON-DISCLOSURE EXCEPTIONS. A PARTY may disclose the other PARTY Confidential Information only: (a) to its employees, agents and subcontractors (including professional advisors and auditors), and to those of its affiliates, who have a need to know for purposes of this AGREEMENT and who are bound to protect it from unauthorized use and disclosure under the terms of a written AGREEMENT, or (b) pursuant to law, regulation or court or PARTY is responsible for the treatment of Confidential Information by any third Party to whom it discloses it. Before disclosing the other PARTY on pursuant to law, regulation or court or government agency order or subpoena, a PARTY must notify the other PARTY as far in advance as reasonably practicable (and to the extent not prohibited by law) to enable the other PARTY to seek a protective order, and must make reasonable efforts to assure the disclosed information is treated confidentially. Confidential Information remains the property of the disclosing PARTY and, upon request of the disclosing PARTY, must be returned or destroyed when this AGREEMENT ends.
NON-DISCLOSURE EXCEPTIONS. The Subadviser may disclose the investment performance of the Portfolio; PROVIDED that the disclosure does not reveal the identity of TAMIC, the Portfolio, or the Trust. The Subadviser may also disclose that TAMIC, the Trust and Portfolio are the Subadviser's clients, PROVIDED that the disclosure does not reveal the investment performance or the composition of the Portfolio.
NON-DISCLOSURE EXCEPTIONS. The Subadviser may disclose the investment performance of the Fund; provided that the disclosure does not reveal the identity of the Adviser or the Fund. The Subadviser may also disclose that the Adviser and the Fund are the Subadviser’s clients, provided that the disclosure does not reveal the investment performance or the composition of the Fund.
NON-DISCLOSURE EXCEPTIONS. The Advisory Consultant may disclose the investment performance of a Portfolio; provided, that the disclosure does not reveal the identity of the Adviser, the Portfolio, or the Fund. The Advisory Consultant may, however, disclose that the Adviser, the Fund and a Portfolio are the Advisory Consultant's clients; provided, that the disclosure does not reveal the investment performance or the composition of a Portfolio.
NON-DISCLOSURE EXCEPTIONS. Disclosure of confidential Information shall not be precluded, if such disclosure is:
(a) in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof; provided, however that the receiving Party shall first have given notice to the disclosing Party and made a
NON-DISCLOSURE EXCEPTIONS. The Subadviser may disclose the investment _________________________ performance of the Portfolio; PROVIDED, that the disclosure does not reveal the identity of TIA, the Portfolio, or the Trust. The Subadviser may, however, disclose that TIA, the Trust and Portfolio are the Subadviser's clients, PROVIDED, that the disclosure does not reveal the investment performance or the composition of the Portfolio.
NON-DISCLOSURE EXCEPTIONS. Paragraphs (a) and (b) above shall not apply to information that (i) is already publicly available and (ii) was lawfully obtained other than pursuant to this Agreement provided that neither party may use such information in marketing materials without the prior consent of the other party. In addition, the Subadviser may disclose the investment performance of the Fund; provided that the disclosure does not reveal the identity of the Adviser or the Fund. The Subadviser may also disclose that the Adviser and the Fund are the Subadviser’s clients, provided that the disclosure does not reveal the investment performance or the composition of the Fund.
NON-DISCLOSURE EXCEPTIONS. Recipient shall not be liable for any disclosure of Disclosing Party’s Confidential Information if the same is (a) disclosed after it becomes generally available to the public without breach of this Agreement and not through the fault of Recipient, (b) is properly and lawfully known by Recipient prior to disclosure by Disclosing Party, as demonstrated by Recipient’s prior written records, (c) disclosed after it is lawfully received by Recipient from a third party who is not bound by a non-disclosure agreement with Disclosing Party or is not otherwise prohibited from transmitting the information to Recipient by a contractual, legal, fiduciary, or other obligation, or (d) disclosed by Recipient with Disclosing Party’s prior written approval.