NON-PROPRIETARY INFORMATION Clause Samples
The Non-Proprietary Information clause defines information that is not considered confidential or owned by either party under an agreement. Typically, this includes information that is already publicly available, independently developed without reference to confidential materials, or lawfully obtained from other sources. By clearly distinguishing such information, the clause ensures that parties are not restricted in using or disclosing data that is not proprietary, thereby preventing unnecessary limitations and promoting transparency in business dealings.
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NON-PROPRIETARY INFORMATION. Notwithstanding the provisions of Section 7(a) hereof, the following shall not be considered to be Proprietary Information: (i) any information that was in the public domain through no fault or act of Employee prior to the disclosure thereof to Employee; (ii) any information that comes into the public domain through no fault or act of Employee; (iii) any information that is disclosed without restriction to Employee by a third party (which term shall not include any equity holder, affiliate, or counsel, accountants and other non-employee representatives of affiliated entities, or of any of their respective equity holders, affiliates or related persons) having the legal right to make such disclosure; and (iv) any confidential business information that is not a trade secret on the three (3) year anniversary of the Termination Date; PROVIDED, HOWEVER, that the limited duration of the confidentiality obligation with regard to Proprietary Information not constituting a trade secret shall not operate or be construed as affording Employee any right or license thereafter to use Proprietary Information, or as a waiver by Atlanticus of the rights and benefits otherwise available to Atlanticus under the laws governing the protection and enforceability of patents, trade secrets and other intellectual property.
NON-PROPRIETARY INFORMATION. Nothing in this Section 8.2 shall restrict the ability of a Party to use or disclose any non-proprietary, non-confidential Know-How received from the other Party (including any information that was proprietary when received and later becomes non-proprietary other than by a breach of this Agreement by the Party seeking to use or disclose such information) in any way.
NON-PROPRIETARY INFORMATION. The party to whom information is disclosed shall have no obligation to treat as proprietary any information that: (1) was previously known to the receiving party free of any confidentiality obligation; (2) is disclosed to third parties by the disclosing party without restriction; (3) is or becomes publicly available other than by the receiving party's breach of its obligations; or (4) is independently developed by the receiving party.
NON-PROPRIETARY INFORMATION. Information shall not be deemed proprietary, and the receiving Party shall have no obligation with respect to any such information, that:
a. is or becomes known publicly through no wrongful act of the receiving Party; or
b. is known already to the receiving Party free of restriction; or
c. is authorized for release by the disclosing Party’s Designated Representative; or
d. is lawfully received by the receiving Party from a third party without restriction and without breach of this Agreement; or
e. is disclosed by the disclosing Party to a third party without a similar restriction on the rights of such third party; or
f. is developed independently by or for the receiving Party without reference to Proprietary Information and without a breach of this Agreement.
NON-PROPRIETARY INFORMATION. The following information shall not be deemed either Publisher's or Donnelley's Proprietary Information ("Proprietary Information"):
(a) information that can be shown to have been in the public domain at the time of the disclosure, or (b) information in the recipient's possession at the time of disclosure to the recipient (as shown in the recipient's files and records prior to the time of disclosure), or (c) information independently developed by the recipient's employees or agents that had no access to the Proprietary Information received hereunder, or (d) information which, though originally confidential information, subsequently becomes part of the public knowledge or literature (though not as a result of any inappropriate action or inaction on the part of the recipient, its employees or agents), or (e) information which is specifically approved for release by written authorization of an officer of the party having a proprietary interest in the information, or (f) information disclosed pursuant to an order of a court having competent jurisdiction (however, recipient will use reasonable efforts to assist the other party in obtaining a protective order or other appropriate relief or remedy to prevent or restrict such disclosure).
NON-PROPRIETARY INFORMATION. Neither party shall be obligated or required to maintain in confidence any information which it can demonstrate with written records (i) is in the public domain or known to the receiving party prior to disclosure by the originating party, (ii) becomes known to the public after disclosure by the originating party, other than through breach of the Agreement, (iii) becomes known to the receiving party from a source other than the disclosing party without breach of any obligation of confidence, or (iv) is or has been furnished to a third party by the originating party without restriction on the third party's right to disclose.
NON-PROPRIETARY INFORMATION. Nothing contained herein will be construed to restrict or impair in any way the right of the Parties to disclose or communicate any information which (i) is at the same time of its disclosure hereunder generally available to the public;
NON-PROPRIETARY INFORMATION. Notwithstanding the foregoing, Proprietary Information shall not include, to the extent the receiving party can so demonstrate, information that:
(a) is generally known to the public at the time of disclosure or becomes generally known through no breach of this Agreement on the part of the receiving party;
(b) is in the receiving party’s possession at the time of disclosure otherwise than as a result of the receiving party’s breach of any legal obligation;
(c) becomes known to the receiving party through disclosure by a third party having the legal right to disclose such Proprietary Information;
(d) is independently developed by the receiving party without reference to or reliance upon the Proprietary Information; or
(e) is required to be disclosed pursuant to Section 5 hereof.
NON-PROPRIETARY INFORMATION. The parties shall make any non-propriety information developed under this Agreement publicly available.
NON-PROPRIETARY INFORMATION. The Company acknowledges that the Purchaser has not inspected or examined any non-proprietary licensed data in the Company's or the Company Subsidiary's possession, including all seismic, geological and geophysical information (the "NON-PROPRIETARY INFORMATION"). To the extent requested by the Purchaser in writing prior to the Closing, the Company covenants to return all Non-Proprietary Information to the owners, licensors or vendors thereof prior to the Closing.