Common use of Exception to Confidentiality Clause in Contracts

Exception to Confidentiality. (a) The obligations of confidentiality and restriction on use contained herein shall not apply to any Proprietary Information that a Recipient is clearly able to demonstrate: (i) Was in the public domain prior to the Effective Date of this Agreement or subsequently came into the public domain through no fault of the Recipient; (ii) Was lawfully received by the Recipient from a third party, which third party was, to the knowledge of the Recipient, free of any obligation of confidentiality; (iii) Was already in the lawful possession of the Recipient without an obligation to maintain its confidentiality prior to disclosure by the Disclosing Party; (iv) Is required to be disclosed by applicable law, or in a judicial or administrative proceeding, but only so long as the Recipient, to the extent it is not legally prohibited, gives the Disclosing Party notice, prior to any disclosure, of any request to disclose Proprietary Information so that the Disclosing Party has an opportunity to object to the production or disclosure of the requested information. In the event that Proprietary Information is produced under such legal compulsion, such production shall be strictly limited to the requesting party as dictated by applicable law or court order, shall be limited in scope to the extent practicable, and shall not otherwise affect the confidential nature of such Proprietary Information: (v) Can be proven to have been subsequently and independently developed, without violation of this Agreement, by employees, consultants or agents of the Recipient who did not have access to the Proprietary Information; or (vi) Is disclosed by the Recipient in accordance with the prior written approval of the Disclosing Party, but only to the extent allowed and for the limited purposes specified in such written approval. Such permitted disclosure shall not otherwise affect the confidential nature of such Proprietary Information. (b) For purposes of this Agreement, Proprietary Information shall not be deemed to be in the public domain or be in Recipient's lawful possession merely because it consists of components that are within the public domain.