Confidentiality and Exceptions Clause Samples
The Confidentiality and Exceptions clause establishes the obligation of parties to keep certain information private and restricts the disclosure of sensitive or proprietary data shared during the course of their relationship. Typically, this clause outlines what constitutes confidential information, the duration of confidentiality obligations, and the circumstances under which disclosure is permitted, such as when required by law or with prior written consent. Its core function is to protect valuable business information while providing clear guidelines for when exceptions to confidentiality are allowed, thereby balancing the need for secrecy with practical considerations.
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Confidentiality and Exceptions. During the Term of this Agreement and for a period of ten (10) years thereafter, each party hereto shall maintain in confidence and not use or disclose to others for any purpose, other than to its employees or agents (which agents shall enter into a confidentiality agreement incorporating similar terms as set forth herein or be otherwise reasonably acceptable to the other party) with a need to know such information to perform such party’s obligations under this Agreement or other than as expressly authorized in this Agreement, the content of the transactions contemplated herein, all technology including Molecular Insight Pharmaceuticals Background Technology, Nordion Background Technology and improvements thereto, and other information disclosed to such party by the other party which is identified as “Confidential Information” by the disclosing party (collectively “Confidential Information”). This obligation of confidentiality shall not apply to the extent that it can be established by the party in receipt of such information, that the information:
(i) was already known to the receiving party at the time of disclosure;
(ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure;
(iii) became generally available to the public or otherwise part of the public domain after its disclosure to the receiving party through no act or omission of the receiving party;
(iv) was disclosed to the receiving party by a third party who was not known to the receiving party to have obligations restricting disclosure of such information; or
(v) was independently developed by the receiving party without any use of Confidential Information of the disclosing party. Each party agrees that it will take the same degree of care to protect the confidentiality of the other party’s Confidential Information as it takes to protect its own proprietary and confidential information, which shall in no event be less than commercially reasonable. Each party, and its employees and agents shall protect and keep confidential and shall not use, publish or otherwise disclose to any third party, except as permitted by this Agreement, or with the other party’s written consent, the other party’s Confidential Information. All Confidential Information supplied by one party to the other to assist in carrying out the obligations hereunder shall remain the property of such party and shall be returned to the other party upon termination or expiration of thi...
Confidentiality and Exceptions. Except as set forth below, all information disclosed by one Party to the other Party shall be deemed to be the disclosing Party's "Confidential Information". Confidential Information shall include, but not be limited to, information relating to any Product, or the manufacture thereof The terms and provisions of this Agreement shall be deemed the Confidential Information of both Parties. Each Party, and its employees and agents shall take all reasonable steps to protect and keep confidential and shall not use, publish or otherwise disclose to any Third Party, except as permitted by this Agreement, or with the other Party's written consent, the other Party's Confidential Information. For the purposes of this Agreement, Confidential Information shall not include such information that can be shown by such Party's competent records to be:
a. already known to the receiving Party at the time of disclosure by the other Party, other than under an obligation of confidentiality;
b. generally available to the public or was otherwise part of the public domain at the time of disclosure or became generally available to the public or otherwise part of the public domain after disclosure other than through any act or omission of the receiving Party in breach of this Agreement;
c. lawfully disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation not to disclose such information to others; or
d. independently developed by or for the receiving Party without the aid, application or use of Confidential Information by persons who did not access the Confidential Information.
Confidentiality and Exceptions. The mediator and the parties shall keep confidential all information prepared, or provided, disclosed or exchanged during or for the purpose of the mediation, including progress notes, MOUs, emails and other communications between the parties themselves, and the parties and the mediator, intern or the other third party. The parties will not divulge anything said or done during the mediation process to anyone who was not present, unless they agree otherwise. The parties will agree to reasonable sharing of information with all necessary third parties such as new partners, accountants, counsellors etc.
Confidentiality and Exceptions. 3.1. RECIPIENT hereby agrees, regarding SOLVAY Confidential Information, that he/she shall:
(a) make no use of said information, except for the Agreement Purpose;
(b) not disclose said information to any party or person other than a possible second person appointed by COR to fulfil the Agreement Purpose and who shall have signed a confidentiality agreement similar to this Agreement;
(c) not disclose said information to COR;
(d) not disclose to any party or person either the existence of this Agreement or its underlying discussions except for the Agreement Purpose;
(e) take the same steps to protect said information as he/she takes to protect the proprietary and confidential information of COR.
3.2. The obligations under paragraph 3.1 hereabove shall not, however, apply to any SOLVAY Confidential Information which:
(a) RECIPIENT can prove is at the time of disclosure or thereafter becomes public knowledge through no fault or negligence of RECIPIENT, or
(b) RECIPIENT can prove was known to him/her, prior to the receipt of such Confidential Information from SOLVAY, or
(c) is lawfully obtained by RECIPIENT from any party not bound by a secrecy obligation towards SOLVAY relating to the Confidential Information. For the purposes of this paragraph 3.2, information shall not be deemed to be public knowledge or known on the ground only that: EXHIBIT E PG 3 CONFIDENTIAL TREATMENT REQUESTED = [*]
(i) the general principle is public knowledge or known to RECIPIENT if the particular practice is not itself public knowledge or so known, or
(ii) it constitutes a combination of or is drawn from information which is public knowledge or known to RECIPIENT unless the combination itself and its principle and mode of operation is also public knowledge or known to the RECIPIENT.
Confidentiality and Exceptions. 3.2 ▇▇▇▇▇ ▇▇▇▇▇▇ or her intern shall not be liable to any party for any act or omission in connection with the mediation conducted under this agreement, nor for any agreement arising out of this process, whether the parties have legal advice or not. In particular, ▇▇▇▇▇ ▇▇▇▇▇▇ or her intern will not be held liable for the consequences of any report made, in good faith, to a Children’s Aid Society, the police or any other third party in accordance with this agreement herein.
3.3 The mediator and the parties shall keep confidential all information prepared, or provided, disclosed or exchanged during or for the purpose of the mediation, including progress notes, MOUs, emails and other communications between the parties themselves, and the parties and the mediator, intern or the other third party. The parties will not divulge anything said or done during the mediation process to anyone who was not present, unless they agree otherwise. The parties will agree to reasonable sharing of information with all necessary third parties such as new partners, accountants, counsellors etc.
3.4 These confidentiality provisions apply to interns, co-mediators, observers, and any third-party participants.
3.5 Either or both parties may have their lawyers attend the mediation. Other professionals or persons whose attendance is required by one or both parties may attend with the consent of all parties and the mediator and shall agree to be bound by the confidentiality provisions of this agreement.
3.6 The parties acknowledge that the fact that mediation has been held or that they entered into an Agreement to Mediate may not be confidential in relation to the court process. They authorize the mediator to disclose to the court, where appropriate, that a mediation has occurred, and whether or not an agreement was reached.
3.7 We do not guarantee that mediation will be confidential; the mediator may disclose information about the mediation if it is an OPEN mediation agreement and/Or: to communicate and share documents with counsel and other third parties retained by one or both parties, at the mediator’s discretion; for research, writing or educational purposes, provided all identifying information is changed; where ordered to do so by a judicial authority; where required to do so by law, including obligations to report a child in need of protection; where the information discloses an actual or potential threat to human life or safety; and where either party makes a claim against ▇▇...
Confidentiality and Exceptions. During the Term of this Agreement and for a period of ten (10) years thereafter, each party hereto shall maintain in confidence and not use or disclose to others for any purpose, other than to its employees or agents (which agents shall enter into a confidentiality agreement incorporating similar terms as set forth herein or be otherwise reasonably acceptable to the other party) with a need to know such information to perform such party’s obligations under this Agreement or other than as expressly authorized in this Agreement, the content of the transactions contemplated herein and other information disclosed to such party by the other party which is identified as “Confidential Information” by the disclosing party (collectively “Confidential Information”). This obligation of confidentiality shall not apply to the extent that it can be established by the party in receipt of such information, that the information:
6.1.1. was already known to the receiving party at the time of disclosure;
6.1.2. was generally available to the public or otherwise part of the public domain at the time of its disclosure;
6.1.3. became generally available to the public or otherwise part of the public domain after its disclosure to the receiving party through no act or omission of the receiving party;
6.1.4. was disclosed to the receiving party by a third party who was not known to the receiving party to have obligations restricting disclosure of such information; or
6.1.5. was independently developed by the receiving party without any use of Confidential Information of the disclosing party.
Confidentiality and Exceptions. The mediator and the parties shall keep confidential all information prepared, or provided, disclosed or exchanged during or for the purpose of the mediation, including progress notes, Mediation Summary Reports (MSRs), emails and other communications between the parties themselves, and the parties and the mediator, intern or the other third party. The parties will not divulge anything said or done during the mediation process to anyone who was not present, unless they agree otherwise. The parties will agree to reasonable sharing of information with all necessary third parties such as new partners, accountants, counsellors etc. The parties shall not take photographs of any part of this mediation, nor shall they post any information about it on any social media, in emails to third parties or in any other way.
Confidentiality and Exceptions. All information, disclosed within sessions and the written records pertaining to those sessions, is confidential and may not be revealed to anyone without your written permission, except where disclosure is required or permitted by law. If you would like me to share information or records, you will need to sign a release of information form. In couple and family therapy, or when different family members are seen individually, confidentiality and privilege do not apply between the couple or among family members. ▇▇. ▇▇▇▇▇▇▇ will use her clinical judgment when revealing such information. Records will not be released to any outside party unless authorization is obtained from all adult family members who were part of the treatment. In cases of divorce or separation, both parents must give consent for treatment of their child as well as authorize any release of information. If you are planning on using your insurance to pay for therapy, I will disclose a diagnosis for your treatment. If the insurer asks for further information, I will discuss this with you prior to disclosing any information. On occasion, I may consult with other professionals about concerns or the course of treatment, however, your identity will always be kept confidential, and any identifying information will be changed. What follows are some exceptions in which your privacy cannot be kept confidential (for more details see also Notice of Privacy Practices form).
Confidentiality and Exceptions. Safe Connections will make every effort to keep your personal information private. If you wish to have information released to a third party, you will be required to sign a consent form before such information will be released. There are some limitations to confidentiality of which you need to be aware: Your therapist consults with a supervisor and other therapists at Safe Connections in order to provide the best service possible and to coordinate services. Should you choose to use the Safe Connections 24-hour Crisis Helpline for support; your therapist and the crisis advocate, may consult on the outcome of your call to support your safety and care. All agency representatives who have access to your information are required to keep it confidential. If your therapist receives a court order, we may be required to release some information. In such a case, we will limit the release to only what is necessary by law. Your therapist is obligated to discuss the risk versus benefits of releasing any confidential information even if you are making the request for release. If your therapist is required to appear in court on your behalf, fees may be incurred to compensate for the therapist’s time. Staff at Safe Connections are mandated reporters and are required to report information to the appropriate state reporting agency if incidents of abuse and/or neglect to children, elderly or disabled persons are revealed during service delivery. Staff at Safe Connections are ethically responsible to report information to the appropriate emergency facility when clients pose a risk of harm to themselves or others. We will make arrangements for support or transfer during any periods of planned or unplanned absences, this may include temporary or permanent assignment to another therapist, phone check-in and /or development of individualized crisis plans. In some cases, a return to the waiting list or a referral out to other services may be necessary. Every effort will be made to include you in the process and planning for any pending transition.
Confidentiality and Exceptions. Respecting your confidentiality is paramount. However, if it is assessed that the client or others are at risk (where the client is a young adult under the age of 24), it may be necessary to consult with our Safeguarding Officer, ▇▇▇▇▇▇ ▇▇▇▇▇▇ or Deputy Safeguarding Officer, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. It may also be necessary to alert appropriate third parties, such as the client’s GP, of our concerns. Due consideration should be exercised before disclosing anything of a previously unreported criminal nature, as the Coach may be obligated, in compliance with the law, to notify other agencies, particularly when the protection of children and vulnerable adults is a concern. We will always endeavour to discuss disclosure to The Safeguarding Officer at The Linden Centre beforehand and jointly agree a way forward.