Exception to Confidential Information Sample Clauses

Exception to Confidential Information. Information that is in or ------------------------------------- (through no improper action or inaction of A-Plus or any affiliate, agent or employee) enters the public domain shall not be Confidential Information hereunder. Without granting any right or license, the Parties agree that the obligations set forth in Section 32 and 32 above, shall not apply to the extent that Confidential Information includes information which the Parties can document (i) was rightfully in its possession or known by it prior to receipt from the disclosing Party, or (ii) was rightfully disclosed to it by another person without restriction, or (iii) developed independently by either Party without use of the other Party's Confidential Information, or (iv) is disclosed pursuant to the requirement of a court, or other governmental body, provided the receiving Party provides notice of such court order to the disclosing Party to enable the disclosing Party to see a protective order or otherwise prevent or restrict such disclosure.
Sample 1
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Exception to Confidential Information. The foregoing obligations of confidentiality, nondisclosure and nonuse shall not apply to any Confidential Information (a) which is now public knowledge or which hereafter becomes public knowledge through no breach of this Agreement by the receiving Party; (b) which the receiving Party received without restriction from an independent Third Party; (c) which the receiving Party can demonstrate was already in its possession at the time of receipt from the disclosing Party and not subject to another agreement between the Parties; or (d) which the receiving Party can demonstrate was independently developed by the receiving Party in the course of work by the officers, directors, employees, consultants or agents of itself or of its Affiliates, subsidiaries or related companies without the aid, use or application of Confidential Information of the disclosing Party.
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Exception to Confidential Information. The obligations contained in this Section 16 do not apply to any information: (a) which was at the time of receipt by a Party in the public domain or generally known in the pharmaceutical manufacturing industry otherwise than by breach of a Party's duty of confidentiality; (b) which a Party can establish to have been known to it at the time of receipt from the other Party and not to have been acquired directly or indirectly from the other Party; (c) acquired by a Party from a Third Party otherwise than in breach of an obligation of confidence to the other Party;
Sample 1
Exception to Confidential Information. The Confidential Information shall exclude the following information and the onus of proving the same shall be on the Receiving Party:- (i) which is presently or in the future becomes generally known (except due to any antecedent breach of this Agreement); (ii) which the Receiving Party has developed independently, the onus of proving the same lies on the Receiving Party; (iii) which has been procured by the Receiving Party lawfully from any third party who has similarly lawfully procured the same; or (iv) which the Disclosing Party has been published or generally disclosed to the public.
Sample 1
Exception to Confidential Information. The obligations contained in this Section 16 do not apply to any information: (a) which was at the time of receipt by a Party in the public domain or generally known [C.I.] otherwise than by breach of a Party’s duty of confidentiality; (b) which a Party can establish to have been known to it at the time of receipt from another Party and not to have been acquired [C.I.] from another Party; (c) acquired by a Party from a Third Party otherwise than in breach of an obligation of confidence to another Party; (d) required by law, court order or subpoena to be provided to governmental agencies but only for the purpose of providing it to such governmental agencies; provided, however, that the receiving Party gives the disclosing Party sufficient advance written notice to allow the disclosing Party the opportunity to seek a protective order or similar form of confidential treatment. It is understood and agreed that each receiving Party may disclose Confidential Information to those of its Affiliates that have a need to know such Confidential Information in order to perform the obligations under this Agreement, and such Affiliates shall keep such information confidential to the same extent as required of a Party under this Agreement. Further each Party shall be fully responsible for its Affiliates’ and sub-distributor’s compliance with the confidentiality obligations hereunder.
Sample 1
Exception to Confidential Information. As used herein, “Confidential Information” shall mean LARSCOM Confidential Information or Sparqtron Confidential Information as the context requires. Information that is in or (through no improper action or inaction of Sparqtron or LARSCOM, or any affiliate, agent, employee or either Party respectively) enters the public domain and becomes generally known on a non-confidential basis shall not be Confidential Information hereunder. Without granting any right or license, the Parties agree that the obligations set forth in Section 35.1 and 35.2 above, shall not apply to the extent that Confidential Information includes information which the Parties can document (i) was rightfully in its possession or known by it prior to receipt from the disclosing Party, or (ii) was rightfully disclosed to it by another person without restriction on disclosure, or (iii) developed independently by either Party without use of or reference to the other Party’s Confidential Information, (iv) is expressly authorized for disclosure by the disclosing Party, or (v) is disclosed pursuant to the requirement of a court, or other governmental body, provided the receiving Party provides reasonable advance notice of such court order to the disclosing Party to enable the disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure prior to disclosure, and, in any event, discloses only the minimum amount of information necessary to comply with such requirements.
Sample 1

Related to Exception to Confidential Information

  • Access to Confidential Information Each party acknowledges that the other party, its employees or agents, may be given access to Confidential Information relating to the other parties' business or the operation of this Agreement or any negotiations relating to this Agreement.

  • Exceptions to Confidential Information The obligations set forth in Section 13.1 (Confidential Information) shall not apply to the extent that Confidential Information includes information which is: (a) now or hereafter, through no unauthorized act or failure to act on the Receiving Party’s part, in the public domain; (b) was in the Receiving Party’s possession before receipt from the Disclosing Party and obtained from a source other than the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation Date; (c) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (d) furnished to others by the Disclosing Party without restriction on disclosure; or (e) 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 any governmental, investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iii) 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.

  • Title to Confidential Information a) Transnet will retain all right, title and interest in and to its Confidential Information and Background Intellectual Property and the Supplier/Service Provider acknowledges that it has no claim of any nature in and to the Confidential Information and Background Intellectual Property that is proprietary to Transnet. For the avoidance of doubt all the Supplier/Service Provider’s Background Intellectual Property shall remain vested in the Supplier/Service Provider. b) Transnet shall grant to the Supplier/Service Provider an irrevocable, royalty free, non- exclusive licence to use Transnet’s Background Intellectual Property only for the Permitted Purpose. This licence shall not permit the Supplier/Service Provider to sub-license to other parties. c) The Supplier/Service Provider shall grant to Transnet an irrevocable, royalty free, non- exclusive licence to use the Supplier/Service Provider’s Background Intellectual Property for the Permitted Purpose. This licence shall not permit Transnet to sub-license to other parties. d) The Supplier/Service Provider shall grant Transnet access to the Supplier/Service Provider’s Background Intellectual Property on terms which shall be bona fide negotiated between the Parties for the purpose of commercially exploiting the Foreground Intellectual Property, to the extent that such access is required. e) The above shall not pertain to any software licenses procured by the Supplier/Service Provider from third parties and used in the supply of the Goods/Services.

  • E4 Confidential Information Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each Party shall:

  • Release of Confidential Information No Party shall release or disclose Confidential Information to any other person, except to its Affiliates (limited by FERC Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be considering providing financing to or equity participation with Developer, or to potential purchasers or assignees of a Party, on a need-to-know basis in connection with this Agreement, unless such person has first been advised of the confidentiality provisions of this Article 22 and has agreed to comply with such provisions. Notwithstanding the foregoing, a Party providing Confidential Information to any person shall remain primarily responsible for any release of Confidential Information in contravention of this Article 22.

  • Prime Confidential Information The following shall constitute Confidential Information of the Contractor and should not be disclosed to third (3rd) parties: the deliverables, discoveries, ideas, concepts, software [in various stages of development], designs, drawings, specifications, techniques, models, data, source code, source files, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how”, marketing techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies and financial information, this Agreement and the existence of this Agreement, the relationship between the Contractor and Subcontractor, and any details of the Service under this Agreement. Subcontractor agrees not to use or reference the Contractor and/or their names, likenesses, or logos (“Identity”). Subcontractor will not use or reference Contractor or their Identity, directly or indirectly, in conjunction with any other third (3rd) parties.

  • Non-Confidential Information The term “Confidential Information” shall not include any information which: (i) is in the public domain at the time of disclosure or enters the public domain following disclosure through no fault of the receiving Party, (ii) the receiving Party, through competent evidence, can demonstrate knowledge prior to disclosure, (iii) is disclosed to the receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality or (iv) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information as evidenced by the written records of the receiving Party.

  • Company Confidential Information The Subscriber acknowledges that the Company is engaged in business development including programs of research and development and the marketing of products and services. The Subscriber also recognizes the importance of protecting the Company’s trade secrets, confidential information and other proprietary information and related rights acquired through such Company’s expenditure of time, effort and money. Therefore, in consideration of the Company permitting the Subscriber to submit this subscription and have access to the Company’s information and/or Company’s confidential information otherwise coming to the Subscriber, the Subscriber agrees to be bound by the following terms and conditions with respect to the Company:

  • Other Confidential Information The Parties agree that the confidentiality provisions under this Article Nineteen are separate from, and shall not impair or modify any other confidentiality agreements that may be in place between the Parties or their Affiliates; provided however, that the confidentiality provisions of this Article Nineteen shall govern confidential treatment of all non-public information exchanged between the Parties related directly or indirectly to this Agreement as of and after the Execution Date.

  • Third Party Confidential Information Consultant recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that at all times during the term of this Agreement and thereafter, Consultant owes the Company and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to use it or to disclose it to any person, firm, corporation, or other third party except as necessary in carrying out the Services for the Company consistent with the Company’s agreement with such third party.

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