Common use of Exceptions to obligations Clause in Contracts

Exceptions to obligations. The provisions of Clause 5.1 shall not apply to Confidential Information which the Receiving Party can demonstrate by reasonable, written evidence: was, prior to its receipt by the Receiving Party from the Disclosing Party, in the possession of 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 derived it directly or indirectly from the Disclosing Party; or is independently developed by the Receiving Party by individuals who have not had any direct or indirect access to the Disclosing Party’s Confidential Information; or is or becomes generally available to the public through no act or default of the Receiving Party or its agents, Personnel, or Affiliates. Disclosure in accordance with legal obligations. To the extent that the Receiving Party is required to disclose any of the Disclosing Party’s Confidential Information 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, provided that, before making such a disclosure the Receiving Party shall, unless it is 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 requirement shall not be deemed to render it non-confidential and the 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 exceptions listed in Clause 5.2 above applying to that Confidential Information.

Exceptions to obligations. The provisions of Clause 5.1 3.1 shall not apply to Confidential Information which the Receiving Party can demonstrate by reasonable, written evidence: was, prior to its receipt by the Receiving Party from the Disclosing Party, in the possession of 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 derived it directly or indirectly from the Disclosing Party; or is independently developed by the Receiving Party by individuals who have not had any direct or indirect access to the Disclosing Party’s Confidential Information; or is or becomes generally available to the public through no act or default of the Receiving Party or its agents, Personnelemployees, or Affiliates. Disclosure in accordance with legal obligations. To the extent that the Receiving Party is required to disclose any of the Disclosing Party’s Confidential Information by order of a court or other public body that has jurisdiction over it or under other statutory or regulatory obligations legal obligations, such as under a bona fide freedom of information request, it may do so, provided that, before making such a disclosure the Receiving Party shall, unless it is prohibited from so doing by lawthe circumstances prohibit: inform the Disclosing Party of the proposed disclosure as soon as possible, in any event, no later than five (5) business working days after becoming aware of the proposed disclosure; and cooperate with permit the Disclosing Party's reasonable, lawful efforts Party to resist, limit make representations (written or delay such disclosure (at the cost and expense otherwise) in respect of the Disclosing Party). Disclosure of any Confidential Information pursuant to any such order or requirement shall not be deemed to render it non-disclosure and/or confidential and the 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 treatment of the exceptions listed in Clause 5.2 above applying to that Confidential Information.

Exceptions to obligations. The provisions of Clause 5.1 shall not apply Notwithstanding anything to Confidential Information which the contrary herein, the Receiving Party can demonstrate by reasonable, written evidenceshall have no obligation to preserve the confidential nature of any Confidential Information which: was, (a) was within the Receiving Party’s possession prior to its receipt being disclosed by the Disclosing Party, provided that the source of such information was not known or reasonably suspected by the Receiving Party from the Disclosing Party, in the possession of the Receiving Party and at its free disposal; or is subsequently disclosed to the Receiving Party without any obligations of confidence be bound by a third party who has not derived it directly confidentiality agreement with, or indirectly from the Disclosing Party; other contractual, legal or is independently developed by the Receiving Party by individuals who have not had any direct or indirect access fiduciary obligation of confidentiality to the Disclosing Party’s Confidential InformationParty with respect to such information; or (b) is or becomes generally available to the public through no act or default of 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 agentsRepresentatives, Personnel, provided that such source is not known or Affiliates. Disclosure in accordance with legal obligations. To the extent that 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 required independently developed by the Receiving Party without reference to disclose any of the Disclosing Party’s Confidential Information Information, as proven by order collaboration of a court evidence; or other public body that has jurisdiction over it or under other statutory or regulatory obligations it may do so(e) is released for disclosure by the Disclosing Party with its written consent. Notwithstanding the foregoing, provided that, before making such a disclosure the Receiving Party shall, unless may disclose that part of the Confidential Information which: (a) it is prohibited from so doing by law: inform 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 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 requirement shall not be deemed subpoena to render 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 non-confidential and the Receiving Party’s obligations with respect to such Confidential Information shall not be changed or lessened otherwise required by virtue of any such disclosure, unless such disclosure results in one or more of the exceptions listed in Clause 5.2 above applying to that Confidential Informationlaw.

Exceptions to obligations. The provisions of Clause 5.1 11 shall not apply to Confidential Information which the Receiving Party can demonstrate by reasonable, written evidence: was, prior to its receipt by the Receiving Party from the Disclosing Party, in the possession of 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 derived it directly or indirectly from the Disclosing Party; or is independently developed by the Receiving Party by individuals who have not had any direct or indirect access to the Disclosing Party’s Confidential Information; or is or becomes generally available to the public through no act or default of the Receiving Party or its agents, Personnel, or Affiliates. Disclosure in accordance with legal obligations. Legal Obligations: To the extent that the Receiving Party is required to disclose any of the Disclosing Party’s Confidential Information 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, provided that, before making such a disclosure the Receiving Party shall, unless it is 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 requirement shall not be deemed to render it non-confidential and the 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 exceptions listed in Clause 5.2 11 above applying to that Confidential Information.

Exceptions to obligations. The provisions of Clause 5.1 3.1 shall not apply to Confidential Information which the Receiving Party can demonstrate by reasonable, written evidence: was, prior to its receipt by the Receiving Party from the Disclosing Party, in the possession of 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 derived it directly or indirectly from the Disclosing Party; or is independently developed by the Receiving Party by individuals who have not had any direct or indirect access to the Disclosing Party’s Confidential Information; or is or becomes generally available to the public through no act or default of the Receiving Party or its agents, Personnelemployees, Affiliates or Affiliatessub-licensees. Disclosure in accordance with legal obligations. To the extent that the Receiving Party is required to disclose any of the Disclosing Party’s Confidential Information by order of a court or other public body that has jurisdiction over it or under other statutory or regulatory obligations legal obligations, such as under a bona fide freedom of information request, it may do so, provided that, before making such a disclosure the Receiving Party shall, unless it is prohibited from so doing by lawthe circumstances prohibit: inform the Disclosing Party of the proposed disclosure as soon as possible, in any event, no later than five (5) business working days after becoming aware of the proposed disclosure; and cooperate with permit the Disclosing Party's reasonable, lawful efforts Party to resist, limit make representations (written or delay such disclosure (at the cost and expense otherwise) in respect of the Disclosing Party). Disclosure of any Confidential Information pursuant to any such order or requirement shall not be deemed to render it non-disclosure and/or confidential and the 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 treatment of the exceptions listed in Clause 5.2 above applying to that Confidential Information.

Exceptions to obligations. The provisions of Clause 5.1 1.9 shall continue [without limit of time], but not apply to Confidential Information which the Receiving Party can demonstrate by reasonable, written evidence: was, prior to its receipt by the Receiving Party from the Disclosing Party, in the possession of 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 derived it directly or indirectly from the Disclosing Party; or is independently developed by the Receiving Party by individuals who have not had any direct or indirect access to the Disclosing Party’s Confidential Information; or is or becomes generally available to the public through no act or default of the Receiving Party or its agents, Personnel, employees or Affiliates. Disclosure in accordance with legal obligations. To the extent that the Receiving Party is required to disclose any of the Disclosing Party’s Confidential Information by order of a court or other public body that has jurisdiction over it or under other statutory or regulatory obligations legal obligations, such as under a bona fide freedom of information request, it may do so, provided that, before making such a disclosure the Receiving Party shall, unless it is prohibited from so doing by lawthe circumstances prohibit: inform the Disclosing Party of the proposed disclosure as soon as possible, in any event, no later than five (5) business working days after becoming aware of the proposed disclosure; and cooperate with permit the Disclosing Party's reasonable, lawful efforts Party to resist, limit make representations (written or delay such disclosure (at the cost and expense otherwise) in respect of the Disclosing Party). Disclosure of any Confidential Information pursuant to any such order or requirement shall not be deemed to render it non-disclosure and/or confidential and the 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 treatment of the exceptions listed in Clause 5.2 above applying to that Confidential Information.

Exceptions to obligations. The provisions of Clause 5.1 3.1 shall not apply to Confidential Information which the Receiving Party can demonstrate by reasonable, written evidence: was, prior to its receipt by the Receiving Party from the Disclosing Party, in the possession of 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 derived it directly or indirectly from the Disclosing Party; or is independently developed by the Receiving Party by individuals who have not had any direct or indirect access to the Disclosing Party’s Confidential Information; or is or becomes generally available to the public through no act or default of the Receiving Party or its agents, Personnelemployees, or Affiliatesaffiliates. Disclosure in accordance with legal obligations. To the extent that the Receiving Party is required to disclose any of the Disclosing Party’s Confidential Information by order of a court or other public body that has jurisdiction over it or under other statutory or regulatory obligations legal obligations, such as under a bona fide freedom of information request, it may do so, provided that, before making such a disclosure the Receiving Party shall, unless it is prohibited from so doing by lawthe circumstances prohibit: inform the Disclosing Party of the proposed disclosure as soon as possible, in any event, no later than five (5) business working days after becoming aware of the proposed disclosure; and cooperate with permit the Disclosing Party's reasonable, lawful efforts Party to resist, limit make representations (written or delay such disclosure (at the cost and expense otherwise) in respect of the Disclosing Party). Disclosure of any Confidential Information pursuant to any such order or requirement shall not be deemed to render it non-disclosure and/or confidential and the 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 treatment of the exceptions listed in Clause 5.2 above applying to that Confidential Information.

Exceptions to obligations. The provisions of Clause 5.1 6.1 shall not apply to Confidential Information which the Receiving Party can demonstrate by reasonable, written evidence: was, prior to its receipt by the Receiving Party from the Disclosing Party, in the possession of 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 derived it directly or indirectly from the Disclosing Party; or is independently developed by the Receiving Party by individuals who have not had any direct or indirect access to the Disclosing Party’s Confidential Information; or is or becomes generally available to the public through no act or default of the Receiving Party or its agents, Personnelemployees, or Affiliates. Disclosure in accordance with legal obligations. To the extent that the Receiving Party is required to disclose any of the Disclosing Party’s Confidential Information by order of a court or other public body that has jurisdiction over it or under other statutory or regulatory obligations legal obligations, such as under a bona fide freedom of information request, it may do so, provided that, before making such a disclosure the Receiving Party shall, unless it is prohibited from so doing by lawthe circumstances prohibit: inform the Disclosing Party of the proposed disclosure as soon as possible, in any event, no later than five (5) business working days after becoming aware of the proposed disclosure; and cooperate with permit the Disclosing Party's reasonable, lawful efforts Party to resist, limit make representations (written or delay such disclosure (at the cost and expense otherwise) in respect of the Disclosing Party). Disclosure of any Confidential Information pursuant to any such order or requirement shall not be deemed to render it non-disclosure and/or confidential and the 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 treatment of the exceptions listed in Clause 5.2 above applying to that Confidential Information.