Confidential Information Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate is: (i) now or hereafter, through no fault of the Receiving Party, in the public domain; (ii) known to the Receiving Party from a source without an obligation of confidentiality to the Disclosing Party; (iii) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (iv) furnished to others by the Disclosing Party without restriction on disclosure; or (v) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by EXECUTION COPY any government agency or court; provided, however, that before any such disclosure, the Receiving Party shall (a) assert the confidential nature of the Confidential Information; (b) immediately notify the Disclosing Party in writing of the order or request to disclose; and (c) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
Confidential Information Exclusions. Confidential Information shall not include any information that: (a) is already known to the Receiving Party at the time of disclosure, as shown by the Receiving Party’s records ; (b) is, through no act or failure to act of the Receiving Party, becomes publicly known; (c) is received by the Receiving Party from a third Party without restriction on disclosure or breach of an obligation of confidentia lity; (d) is independently developed by the Receiving Party without use or re xxxxxxx to the Confidential Information of the Disclosing Party; or (e) is approved for release by written authorization of the Disclosing Party , but only for the limited purposes of and to the limited recipients of such authorized release .
Confidential Information Exclusions. Notwithstanding the provisions of Section 1.2(d), Confidential Information shall exclude information that the Receiving Party can demonstrate: (i) was independently developed by the Receiving Party without any use of the Disclosing Party's Confidential Information or by the Receiving Party's employees or other agents (or independent contractors hired by the Receiving Party) who have not been exposed to the Disclosing Party's Confidential Information; (ii) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party without breach of this Agreement and that had a right to disclose it; (iii) was in the public domain at the time it was disclosed or becomes in the public domain through no act or omission of the Receiving Party; or (iv) was rightfully known to the Receiving Party, without restriction, at the time of disclosure.
Confidential Information Exclusions. Confidential Information will exclude information the Receiving Party can demonstrate is: (i) now or hereafter, through no unauthorized act or failure to act on Receiving Party’s part, in the public domain; (ii) known to the Receiving Party from a source other than the Disclosing Party (including former employees of the Disclosing Party) without an obligation of confidentiality at the time Receiving Party receives the same from the Disclosing Party, as evidenced by contemporaneous written records; (iii) furnished to others by the Disclosing Party without restriction on disclosure; or (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, as evidenced by contemporaneous written records.
Confidential Information Exclusions. Notwithstanding the provisions of Section 6.0, the obligation of confidentiality shall not apply to information that the receiving Party can demonstrate:
(a) is now in the public domain or which becomes generally available to the public through no fault of the receiving Party; or
(b) is already known to, or in the possession of, the receiving Party prior to disclosure by the disclosing party as can be demonstrated by documentary evidence; or
(c) is disclosed on a non-confidential basis from a Third Party having the right to make such a disclosure; or
(d) is independently developed by the receiving Party (without the use of any Confidential Information) as can be demonstrated by competent documentary evidence.
Confidential Information Exclusions. The provisions of this Agreement shall not apply to information in the public domain at the time it is shared with the Director; information that, after disclosure to the Director, becomes part of the public domain through dissemination by SxxxxXxxx; generic information or knowledge that the Director would have learned in the course of similar board experiences; and information which was not acquired directly or indirectly from SharpLink.
Confidential Information Exclusions. “Confidential Information” means all information, documents and other materials provided or disclosed to Requesting Party or ascertained through due diligence investigation or discussions with or among representatives of the parties or their affiliates relating to the Purchase, whether pertaining to the Owner, the Property or otherwise, including, without limitation, financial information, tenant leases, plans and specifications for any improvements located on the Property, environmental assessments and reports, marketing, technical, engineering, operational or data of any nature whatsoever relating to the future, present or past business, operations, plans or assets of the Owner, and other general due diligence information pertaining to the Property. In addition, the term "Confidential Information" also shall include all information, data, reports, analyses, computations, studies, interpretations, projections, forecasts, records, notes, memoranda, summaries or other materials in whatever form maintained, whether documentary, computerized or otherwise, whether prepared by Requesting Party or its Permitted Recipients (as defined below) or others, that contain or otherwise reflect or are based upon, in whole or in part, any such Confidential Information or that reflect Requesting Party’s review of, or interest in, all or any portion of the Owner or Property. However, anything in this Section 1 or elsewhere in this Agreement to the contrary notwithstanding, the Confidential Information does not include any of the following:
Confidential Information Exclusions. Notwithstanding the foregoing, the Receiving Party shall have no obligation under this Agreement with respect to any Confidential Information disclosed to it which: (a) was disclosed to the Receiving Party as part of a best practices sharing in which case Receiving Party may use the Disclosing Party’s Confidential Information in its business perpetually unless the parties execute a written agreement otherwise, (b) the Receiving Party can demonstrate was already known to it at the time of its receipt hereunder; (c) is or becomes generally available to the public other than by means of the Receiving Party's breach of its obligations under this Agreement;
(d) is independently obtained from a third party whose disclosure violates no duty of confidentiality; (e) is independently developed by or on behalf of the Receiving Party without use of or reliance on any Confidential Information furnished to it under this Agreement, and such independent development can be reasonably evidenced by the Receiving Party; or (f) is disclosed pursuant to applicable law or regulation or by operation of law, provided that the Receiving Party may disclose only such information as is legally required, and provided further that the Receiving Party shall give reasonable notice to the Disclosing Party of such requirement and a reasonable opportunity to object to such disclosure.
Confidential Information Exclusions. Confidential Information will exclude information the Receiving Party can demonstrate is: (i) now or hereafter, through no unauthorized act or failure to act on Receiving Party’s part, in the public domain; (ii) known to the Receiving Party from a source other than the Disclosing Party (including former employees of the Disclosing Party) without an obligation of confidentiality at the time Receiving Party receives the same from the Disclosing Party, as evidenced by contemporaneous written records;
Confidential Information Exclusions. Employee understands that Confidential Information shall not include any information in the public domain, through no disclosure or wrongful act of Employee, to such an extent as to be readily available to competitors. Employee likewise understands that Confidential Information disclosed hereunder shall not be deemed to be within the foregoing exception solely because the Confidential Information is embraced by more general information in the public domain; neither will a combination of features be deemed within the foregoing exception merely because individual features are in the public domain.
