Confidential Information; Exceptions Clause Samples
The "Confidential Information; Exceptions" clause defines what information is considered confidential between the parties and outlines specific circumstances where such information is not subject to confidentiality obligations. Typically, this clause clarifies that information already known to the recipient, publicly available, or independently developed without reference to the disclosed confidential information is not protected. Its core function is to balance the need to protect sensitive information with practical exceptions, ensuring that parties are not unfairly restricted from using information that is legitimately outside the scope of confidentiality.
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Confidential Information; Exceptions. During the term of this Agreement, and for a period of five (5) years after termination thereof, each Party will maintain all Confidential Information in trust and confidence and will not disclose any Confidential Information to any third party or use any Confidential Information for any purpose other than as expressly authorized under this Agreement. Each Party may use such Confidential Information only to the extent required to accomplish the purposes of this Agreement or to the extent required by law, regulation or government or judicial order. Confidential Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Confidential Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that suchemployees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of the Confidential Information. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information shall not include any information which:
(a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available;
(b) is known by the receiving party at the time of receiving such information, as evidenced by its records;
(c) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure;
(d) is independently developed by the receiving party without any breach of this Agreement; or
(e) is the subject of a written permission to disclose provided by the disclosing party. Additionally, either party may disclose Confidential Information of the other party to the extent required to comply with any court or governmental subpoena, process, order or regulation; provided, however, that the party seeking to make such disclosure shall promptly notify the other party to provide it an opportunity to seek to challenge or limit the scope of such disclosure.
Confidential Information; Exceptions. During the term of this Agreement, and for a period of five (5) years after termination thereof, each party will maintain all Confidential Information in trust and confidence and will not disclose any Confidential Information to any third party or use any Confidential Information for any unauthorized purpose; in particular, Sumitomo shall not use the Tularik Know-How or the Tularik-owned Program Know-How, and Tularik shall not use the Sumitomo Know-How or the Sumitomo-owned Program Know- How, for the manufacture or sale of any products other than the Products, except as expressly authorized by this Agreement. Each party may use such Confidential Information only to the extent required to accomplish the purposes of this Agreement or to the extent required by law, regulation or government or judicial order. Confidential Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Confidential Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. Each party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Confidential Information; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any confidential and proprietary information or materials of the other Party furnished to it by the other Party or learned by it from or through its exercise of its rights pursuant to this Agreement (collectively, “Confidential Information”) during the term hereof and for a period of five (5) years following the termination of this Agreement; provided, however, that the obligation to keep a Party’s trade secrets confidential shall survive for such time as such information remains a protected trade secret. For the avoidance of doubt, Agreement Improvements shall be deemed to be the Confidential Information of both Parties. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent that it can be established by written documentation of the receiving Party that such information:
(a) was already known to the receiving Party, other than under an obligation of confidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established), at the time of disclosure;
(b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party;
(c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or
(d) was disclosed to the receiving Party, other than under an obligation of confidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established), by a Third Party who had no obligation to the disclosing Party not to disclose such information to others.
Confidential Information; Exceptions. Confidential Information will not include any information of the disclosing Party that: (i) is already known to the receiving Party free of any obligation of confidence when communicated; (ii) is or becomes publicly known through no wrongful act of the receiving Party; (iii) is received from a third party free to disclose it to the receiving Party; (iv) is communicated to a third-party for general distribution with the prior written consent of the disclosing Party; or (v) is developed by employees or Subagents of the receiving Party independently of and without reference to the Confidential Information.
Confidential Information; Exceptions. Except as provided herein, each Party shall maintain in confidence, and shall not use for any purpose or disclose to any Third Party, information disclosed by the other Party in writing and marked “Confidential” or in a similar manner to indicate its confidential nature or that is disclosed orally and confirmed in writing as confidential within thirty (30) Business Days following such disclosure (collectively, “Confidential Information”). Confidential Information shall not include any information that is: (a) already known to the receiving Party at the time of disclosure hereunder, or (b) now or hereafter becomes publicly known other than through acts or omissions of the receiving Party in breach of this Agreement, or (c) disclosed to the receiving Party by a Third Party under no obligation of confidentiality to the disclosing Party, or (d) independently developed by the receiving Party without use of reliance on the Confidential Information of the disclosing Party.
Confidential Information; Exceptions. Each Party (a “Receiving Party”) acknowledges that it and its employees, contractors or agents may, in the course of satisfying its obligations hereunder, be exposed to or acquire information which is proprietary or confidential to the other Party (a “Disclosing Party”). Any and all information in any form obtained by a Receiving Party or its employees, contractors or agents in the provision, performance or satisfaction of such Party’s obligations hereunder, including but not limited to the financial terms of the Agreement, Customer information (including identity), product and business information, financial information, trade secrets, know-how and information regarding processes, shall be deemed to be the confidential and proprietary information (“Confidential Information”) of the Disclosing Party. Additionally, confidential Information shall include any and all non-public information, whether furnished orally, in writing or in any tangible or intangible form or medium, that is confidential or proprietary to Disclosing Party, any Representatives (defined below) of Disclosing Party, or any third party, that Disclosing Party may disclose to Receiving Party in connection with the Transaction, or which, although not related to the Transaction, is nevertheless disclosed as a result of discussions and/or dealings between the Parties or their Affiliates or Representatives and which should reasonably have been understood by the Receiving Party to be proprietary and confidential to the Disclosing Party, because of legends or other markings, the circumstances of the disclosure or the nature of the information itself. For purposes of all Sections of the Agreement, (a) “
Confidential Information; Exceptions. The Recipient does not have an obligation to protect Confidential Information that is: (a) in the public domain through no fault of the Recipient; (b) already within the legitimate possession of the Recipient, with no known confidentiality obligations to a third party; (c) lawfully received from a third party having rights in the information without restriction; (d) independently developed by the Recipient without breaching this Agreement and without, either direct or indirect, access to or reliance on the Confidential Information; or (e) disclosed with the prior written consent of the Discloser.
Confidential Information; Exceptions. A party's Confidential Information shall not include information which the other party can demonstrate: (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party's lawful possession prior to the disclosure hereunder and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (iv) is independently developed by the other party without breach of this Agreement and without reference to the disclosing party's Confidential Information. Notwithstanding the foregoing, the parties agree that Confidential Information of PARGESOFT shall include results of benchmark tests run by Client and any technical information relating to the Programs.
Confidential Information; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties, each Party agrees that, for the Term and for [ * ] thereafter, it shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as provided for in this Agreement any Confidential Information furnished to it by the other Party pursuant to this Agreement, except to the extent that the receiving Party can demonstrate by competent proof that such Confidential Information:
(a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party;
(b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party;
(c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;
(d) was disclosed to the receiving Party, other than under an obligation of confidentiality to a Third Party, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or
(e) was independently discovered or developed by the receiving Party without the use of Confidential Information belonging to the disclosing Party.
Confidential Information; Exceptions. All materials, information and Products disclosed by Edgeband USA or Buyer, and their Affiliates, and (i) identified as containing confidential or proprietary information when disclosed or (ii) that a reasonable person would recognize as confidential or proprietary considering the nature of the information and the circumstances of disclosure (“Confidential Information”), must be held in confidence (a) perpetually with respect to any Licensed Software in source code form (human readable) or (b) for a period of 5 years from the date of receipt of the Confidential Information with respect to all other Confidential Information. Confidential Information does not include information that recipient can demonstrate (i) is, or becomes, publicly known through no wrongful act on the recipient’s part; (ii) is explicitly approved for release by written authorization of the discloser; (iii) is lawfully obtained from a third party without a duty of confidentiality, provided the disclosure of such information does not, to the recipient’s knowledge, violate any contractual or legal obligation such third party has to the discloser; (iv) is known to the recipient prior to such disclosure without an obligation of confidentiality; or (v) is independently developed by the recipient without the use of any of the discloser’s Confidential Information. “Affiliate” means, in relation to any party, any corporation or entity directly or indirectly controlling, controlled by, or under common control with that party. For the purposes of this definition, “control” means the ownership of greater than 50% of the voting securities of that party.