Excluded Confidential Information definition
Excluded Confidential Information means any Confidential Information that (i) is available to the public other than as a result of a breach of Section 6.13(a) or (ii) with respect to any Person, has been provided to such Person by a Third Party who obtained such information other than from any Investor or any Affiliate of an Investor (other than any Excluded GIC Entity or Excluded Portfolio Company Pension Fund).
Excluded Confidential Information means all information (whether or not specifically labeled or identified as “confidential” and whether written or oral) of Seller or any of its Affiliates other than Business Confidential Information; provided that “Excluded Confidential Information” shall not include information (a) that is or becomes generally available to the public other than as a result of a breach of Section 4.2(c) by Buyer or any of its Controlled Affiliates (including the Company and the Transferred Subsidiaries) or its or their Representatives, (b) that Buyer or any of its Controlled Affiliates (including the Company and the Transferred Subsidiaries) or its or their Representatives receive or have received on a non-confidential basis from a source other than Seller or its Affiliates (excluding the Company and the Transferred Subsidiaries); provided that such source is not known to Buyer or the applicable Controlled Affiliate or Representative to be subject to a contractual, legal or fiduciary obligation of confidentiality to Seller or any of its Affiliates (other than the Company and the Transferred Subsidiaries) with respect to such information, or (c) that Buyer or any of its Controlled Affiliates (including the Company and the Transferred Subsidiaries) or its or their Representatives can demonstrate has been or is subsequently independently conceived or developed by Buyer or any of its Controlled Affiliates (including the Company and the Transferred Subsidiaries) or its or their Representatives following Closing.
Excluded Confidential Information means all information (whether or not specifically labeled or identified as “confidential” and whether written or oral) of Sellers or any of their Affiliates other than Business Confidential Information; provided that “Excluded Confidential Information” shall not include information that that (a) was already in the possession of Buyer or any of its Controlled Affiliates (including the Transferred Subsidiaries) or its or their Representatives, provided that such Person is not subject to a confidentiality agreement with or other obligation of secrecy to Sellers or their Affiliates with respect to such information, (b) is generally available to the public, other than as a result of disclosure by Buyer or any of its Controlled Affiliates (including the Transferred Subsidiaries) or its or their Representatives in breach of this Agreement; (c) becomes available to Buyer or any of its Controlled Affiliates (including the Transferred Subsidiaries) or its or their Representatives on a non-confidential basis from a source other than Sellers or their Representatives, provided that such source is not known by Buyer or any of its Controlled Affiliates (including the Transferred Subsidiaries) or its or their Representatives, as applicable, to be bound by a confidentiality agreement with or other obligation of secrecy to Sellers or their Affiliates with respect to such information; or (d) is lawfully and independently developed by Buyer or any of its Controlled Affiliates (including the Transferred Subsidiaries) or its or their Representatives without reference to the Excluded Confidential Information and without violation of this Agreement.
Examples of Excluded Confidential Information in a sentence
Work Product does not include any discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable works, mask works and moral rights developed by Executive without the use of Confidential Information after the termination of the Employment Period or any Excluded Confidential Information developed by Executive for any Permitted Service whether during or after termination of the Employment Period.
More Definitions of Excluded Confidential Information
Excluded Confidential Information means all confidential, proprietary and non-public information (whether or not specifically labeled or identified as “confidential” and whether written or oral) of Seller or any of its Affiliates other than Business Confidential Information; provided that “Excluded Confidential Information” shall not include information (a) that is or becomes generally available to the public other than as a result of a breach of Section 4.2(c) by Buyer or any of its Affiliates (including the Company) or its or their representatives, (b) that Buyer or any of its Affiliates (including the Company) or its or their representatives receive or have received on a non-confidential basis from a source other than Seller or its Affiliates (excluding the Company); provided that such source is not known to Buyer or the applicable Affiliate or representative to be subject to a contractual, legal or fiduciary obligation of confidentiality to Seller or any of its Affiliates (other than the Company) with respect to such information, or (c) that Buyer or any of its Affiliates (including any of the Company) or its or their representatives can demonstrate has been or is subsequently independently conceived or developed by Buyer or any of its Affiliates (including any of the Company) or its or their representatives without use or reference to the information.
Excluded Confidential Information means all confidential, proprietary and non-public information (whether or not specifically labeled or identified as “confidential” and whether written or oral) of Seller or any of its Affiliates other than Business Confidential Information; provided that “Excluded Confidential Information” shall not include information (a) that is or becomes generally available to the public other than as a result of a breach of Section 4.2(c) by Buyer or any of its Affiliates (including the Transferred Subsidiaries) or its or their representatives, (b) that Buyer or any of its Affiliates (including the Transferred Subsidiaries) or its or their representatives receive or have received on a non-confidential basis from a source other than Seller or its Affiliates (excluding the Transferred Subsidiaries), provided that such source is not known to Buyer or the applicable Affiliate or representative to be subject to a contractual, legal or fiduciary obligation of confidentiality to Seller or any of its Affiliates (other than the Transferred Subsidiaries) with respect to such information, or (c) that Buyer or any of its Affiliates (including any of the Transferred Subsidiaries) or its or their representatives can demonstrate has been or is subsequently independently conceived or developed by Buyer or any of its Affiliates (including any of the Transferred Subsidiaries) or its or their representatives without use or reference to the information.