Common use of Exceptions to Confidential Information Clause in Contracts

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.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 12.1 (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 known to the Receiving Party’s possession before receipt Party without an obligation of confidentiality at the time the Receiving Party receives the same 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 DateParty, as evidenced by written records; (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.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 7.1 (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.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 12.1 (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 's part, in the public domain; (b) was in known to the Receiving Party’s possession before receipt Party without an obligation of confidentiality at the time the Receiving Party receives the same 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; Party, as evidenced by written records: (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 '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, 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 '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.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 10.1 (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.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 (Confidential Information) 8.1 shall not apply to the extent that Confidential Information includes information which iswhich: (ai) now or hereafter, through no unauthorized act or failure to act on the Receiving Party’s part, in the public domain; (bii) was in known to the Receiving Party’s possession before receipt Party without an obligation of confidentiality at the time the Receiving Party receives the same 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 DateParty, as evidenced by written records; (ciii) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (div) furnished to others by the Disclosing Party without restriction on disclosure; or (ev) 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, 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: shall (ia) assert the confidential nature of the Confidential Information to the agency; (iib) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iiic) 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.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 (Confidential Information) 7.2 shall not apply to the extent that Confidential Information includes information which iswhich: (ai) now or hereafter, through no unauthorized act or failure to act on was known by the Receiving Party’s part, in the public domain; (b) was in the Receiving Party’s possession before Party prior to receipt from the Disclosing Party and obtained either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation DateParty; (cii) 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 was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iii) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of this Agreement or any obligation of confidentiality by the Receiving Party. 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, 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: shall (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agencygovernmental body’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, to the extent permissible by law. Notwithstanding the foregoing, Customer authorizes Agentero to list Customer’s name and logo in a list of customers on Agentero’s Website and marketing materials.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 (Confidential Information) 9.1 shall not apply to the extent that Confidential Information includes information which iswhich: (ai) now or hereafter, through no unauthorized act or failure to act on the Receiving Party’s part, in the public domain; (bii) was in known to the Receiving Party’s possession before receipt Party without an obligation of confidentiality at the time the Receiving Party receives the same 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 DateParty, as evidenced by written records; (ciii) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (div) furnished to others by the Disclosing Party without restriction on disclosure; or (ev) 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, 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: shall (ia) assert the confidential nature of the Confidential Information to the agency; (iib) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iiic) 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.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 (Confidential Information) 7.2 shall not apply to the extent that Confidential Information includes information which iswhich: (a) now or hereafter, through no unauthorized act or failure to act on was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing 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; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of this Order Form or any obligation of confidentiality by the Receiving Party. Nothing in this Agreement Order Form shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental, 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: shall (ix) assert the confidential nature of the Confidential Information to the agency; (iiy) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iiiz) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

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 's part, in the public domain; (b) was in known to the Receiving Party’s possession before receipt Party without an obligation of confidentiality at the time the Receiving Party receives the same 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 DateParty, as evidenced by written records; (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 '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, 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: 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 '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.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 11.2 (Confidential InformationNon-Disclosure) shall not apply to the extent that Confidential Information includes information which iswhich: (a) now or hereafter, through no unauthorized act or failure to act on was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing 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; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of these Terms or any obligation of confidentiality by the Receiving Party. Nothing in this Agreement these Terms shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental, 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: shall (ix) assert the confidential nature of the Confidential Information to the agency; (iiy) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iiiz) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 11.2 (Confidential InformationNon-Disclosure) shall not apply to the extent that Confidential Information includes information which iswhich: (a) now or hereafter, through no unauthorized act or failure to act on was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing 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; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of this Agreement or any obligation of confidentiality by the Receiving Party. 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, 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: shall (ix) assert the confidential nature of the Confidential Information to the agency; (iiy) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iiiz) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 (Confidential Information) shall not apply to the extent that Confidential Information includes does not include information which iswhich: (a) now or hereafter, through no unauthorized act or failure to act on was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing 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; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of this Agreement or any obligation of confidentiality by the Receiving Party. Nothing in this Agreement shall prevent prevents the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental, 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: will (ix) assert the confidential nature of the Confidential Information to the agency; (iiy) immediately promptly notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iiiz) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 8.2 (Confidential InformationNon-Disclosure) shall not apply to the extent that Confidential Information includes information which iswhich: (a) now or hereafter, through no unauthorized act or failure to act on was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing 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; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of this Agreement or any obligation of confidentiality by the Receiving Party. 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, 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: shall (ix) assert the confidential nature of the Confidential Information to the agency; (iiy) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iiiz) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality. Notwithstanding anything in this Agreement to the contrary, the Parties understand that this Agreement will be filed as a public document with the Bankruptcy Court.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 8.2 (Confidential InformationNon- Disclosure) shall not apply to the extent that Confidential Information includes information which iswhich: (ai) now or hereafter, through no unauthorized act or failure to act on was known by the Receiving Party’s part, in the public domain; (b) was in the Receiving Party’s possession before Party prior to receipt from the Disclosing Party and obtained either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation DateParty; (cii) 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 was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iii) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of this Agreement or any obligation of confidentiality by the Receiving Party. 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, 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: 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.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 7.2 (Confidential InformationNon-Disclosure) shall not apply to the extent that Confidential Information includes information which iswhich: (ai) now or hereafter, through no unauthorized act or failure to act on was known by the Receiving Party’s part, in the public domain; (b) was in the Receiving Party’s possession before Party prior to receipt from the Disclosing Party and obtained either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation DateParty; (cii) 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 was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iii) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of these Terms or any obligation of confidentiality by the Receiving Party. Nothing in this Agreement these Terms shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental, 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: 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.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 10.1 (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 's part, in the public domain; (b) was in known to the Receiving Party’s possession before receipt Party without an obligation of confidentiality at the time the Receiving Party receives the same 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 DateParty, as evidenced by written records; (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 '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, 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: 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 '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.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 (Confidential Information) 10.1 shall not apply to the extent that Confidential Information includes information which iswhich: (ai) now or hereafter, through no unauthorized act or failure to act on the Receiving Party’s part, in the public domain; (bii) was in known to the Receiving Party’s possession before receipt Party without an obligation of confidentiality at the time the Receiving Party receives the same 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 DateParty, as evidenced by written records; (ciii) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (div) furnished to others by the Disclosing Party without restriction on disclosure; or (ev) 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, 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: shall (ia) assert the confidential nature of the Confidential Information to the agency; (iib) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iiic) 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.

Exceptions to Confidential Information. The obligations set forth in Section 13.1 10.2 (Confidential InformationNon-Disclosure) shall not apply to the extent that Confidential Information includes information which is: which: (a) now or hereafter, through no unauthorized act or failure to act on was known by the Receiving Party’s part, in the public domain; (b) was in the Receiving Party’s possession before Party prior to receipt from the Disclosing Party and obtained either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation Date; Party; (cb) 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 was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of this Agreement or any obligation of confidentiality by the Receiving Party. 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, 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: (id) assert the confidential nature of the Confidential Information to the agency; ; (iie) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and and (iiif) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.