Common use of Exceptions to Confidential Treatment Clause in Contracts

Exceptions to Confidential Treatment. The obligations of confidentiality and non-use specified above will not apply to any information of one party which: • was known by the other party prior to the date of this Agreement and not obtained or derived, directly or indirectly, from such party or its Affiliates, or if so obtained or derived, was lawfully obtained or derived and is not held subject to any confidentiality or non-use obligations; • is or becomes public or available to the general public or the computer software industry otherwise than through any act or default of the other party; • is obtained or derived prior or subsequent to the date of this Agreement from a third party which is lawfully in possession of such information and does not hold such information subject to any confidentiality or non-use obligations; • is independently developed by such party without use of the other party’s Confidential Information; or • is required to be disclosed by one of the parties pursuant to applicable law or under a government or court order or to comply with the rules of the Securities Exchange Commission or any stock exchange, including NASDAQ, relating, in whole or in part, to the Software; provided, however, that (i) the obligations of confidentiality and non-use will continue to the fullest extent not in conflict with such law or order; and (ii) if and when a party is required to disclose such Confidential Information pursuant to any such law or order, such party will, to the extent legally permissible, give notice to the other party to allow such party to make efforts to obtain a protective order or take such other actions as will prevent or limit, to the fullest extent possible, public access to, or disclosure of, such Confidential Information.

Exceptions to Confidential Treatment. The foregoing ------------------------------------ obligations of confidentiality and non-use specified above will shall not apply to any confidential or proprietary information of one party which: • : 7.2.1 was known by the other party prior to its disclosure by the disclosing party (whether prior or subsequent to the date of this Agreement Agreement) and not obtained or derived, directly or indirectly, from such party or its Affiliates, or if so obtained or derived, was lawfully obtained or derived and is not held subject to any confidentiality or non-use obligations; • ; 7.2.2 is or becomes public or publicly available to the general public or the computer software industry otherwise other than through any act or default of the other party; • a party that has an obligation of confidentiality and non-use with respect to such information; 7.2.3 is obtained or derived prior or subsequent to the date of this Agreement from a third party which which, to the best knowledge of the party acquiring such information, is lawfully in possession of such information and does not hold such information subject to any confidentiality or non-use obligations; 7.2.4 is developed or derived by a party, prior or subsequent to its disclosure by the disclosing party, independently and without reference to the confidential or proprietary information which was disclosed by the disclosing party; • is independently developed by such party without use of the other party’s Confidential Information; or • or 7.2.5 is required to be disclosed by one of the parties pursuant to applicable law law, or under a government or court order or to comply with the rules of the Securities Exchange Commission or any stock exchange, including NASDAQ, relating, in whole or in part, to the Softwareorder; provided, however, that (i) the obligations of confidentiality and non-use will shall continue to the fullest extent not in conflict with such law or order; , and (ii) if and when a party is required to disclose such Confidential Information confidential or proprietary information pursuant to any such law or order, such party will, to the extent legally permissible, give notice to shall promptly notify the other party to allow such party to make and use reasonable best efforts to obtain a protective order or take such other actions as will shall prevent or limit, to the fullest extent possible, public access to, or disclosure of, such Confidential Informationconfidential or proprietary information.

Exceptions to Confidential Treatment. The obligations of confidentiality and non-use specified above required by Section 9.a will not apply to any confidential or proprietary information of one party which: • : (a) was known by the other receiving party prior to the date of this Agreement and not obtained or derived, directly or indirectly, from such the disclosing party or its Affiliates, affiliates; or if so obtained or derived, was lawfully obtained or derived and is not held subject to any confidentiality or non-use obligations; • ; (b) is or becomes public or available to the general public or the computer software industry otherwise other than through any act or default of the other receiving party; • ; (c) is obtained or derived prior or subsequent to the date of this Agreement from a third party which which, to the best knowledge of the party acquiring such information, is lawfully in possession of such information and does not hold such information subject to any confidentiality or non-use obligations; • ; (d) is independently developed by such the receiving party without use of the other disclosing party’s 's Confidential Information; or • or (e) is required to be disclosed by one of the parties receiving party pursuant to applicable law or under a government or court order or to comply with the rules of the Securities Exchange Commission or any stock exchange, including NASDAQorder, relating, in whole or in part, to the SoftwareTitle or any other subject matter of this Agreement; provided, however, that (i) the obligations of confidentiality and non-use will continue to the fullest extent not in conflict with such law or order; , and (ii) if and when a party is required to disclose such Confidential Information confidential or proprietary information pursuant to any such law or order, such party will, to the extent legally permissible, give notice to the other party to allow such party to make will use its reasonable efforts to obtain a protective order or take such other actions as will prevent or limit, to the fullest extent possible, public access to, or disclosure of, such Confidential Information.

Exceptions to Confidential Treatment. The obligations of confidentiality and non-use specified above will shall not apply to any confidential or proprietary information of one party which: • : (a) was known by the other party prior to the date of this the Agreement and not obtained or derived, directly or indirectly, from such party or any of its Affiliates, or if so obtained or derived, was lawfully obtained or derived and is not held subject to any confidentiality or non-use obligations; • ; (b) is or becomes public or available to the general public or generally to the computer software or semiconductor manufacturing industry, or generally to any other industry in which the Licensed Devices are used or sold, otherwise than through (i) any act or default of a party that has an obligation of confidentiality and non-use with respect to such information, or (ii) the other disclosure of such confidential or proprietary information by such party; • , subject to an obligation of confidentiality and non-use; (c) is obtained or derived prior or subsequent to the date of this the Agreement from a third party which is lawfully in possession of such information and does not hold such information subject to any confidentiality or non-use obligations; • is independently developed by such party without use of the other party’s Confidential Information; or • or (d) is required to be disclosed by one of the parties other party pursuant to applicable law law, or under a government or court order or to comply with the rules of the Securities Exchange Commission or any stock exchange, including NASDAQ, relating, in whole or in part, to the Softwareorder; provided, however, that (i) the obligations of confidentiality and non-use will shall continue to the fullest extent not in conflict with such law or order; , and (ii) if and when a the other party is required to disclose such Confidential Information confidential or proprietary information pursuant to any such law or order, such party will, to the extent legally permissible, give notice to the other party to allow such party to make shall use its best efforts to obtain a protective order or take such other actions as will prevent or limit, to the fullest extent possible, public access to, or disclosure of, such Confidential Informationinformation.

Exceptions to Confidential Treatment. The obligations of confidentiality and non-use specified above required by Section 8a will not apply to any confidential or proprietary information of one party which: • (i) was known by the other receiving party prior to the date of this Agreement and not obtained or derived, directly or indirectly, from such the disclosing party or its Affiliatesaffiliates, or if so obtained or derived, was lawfully obtained or derived and is not held subject to any confidentiality or non-use obligations; • ; (ii) is or becomes public or available to the general public or public, the computer software industry otherwise or the magazine or movie industries, other than through any act or default of the other receiving party; • ; (iii) is obtained or derived prior or subsequent to the date dates of this Agreement from a third party which which, to the best knowledge of the party acquiring such information, is lawfully in possession of such information and does not hold such information subject to any confidentiality or non-use obligations; • ; (iv) is independently developed by such the receiving party without use of the other disclosing party’s 's Confidential Information; or • , or (v) is required to be disclosed by one of the parties receiving party pursuant to applicable law or under a government or court order or to comply with the rules of the Securities Exchange Commission or any stock exchange, including NASDAQorder, relating, in whole or in part, to the Software; Title or any other subject matter of this Agreement, provided, however, that (i) the obligations of confidentiality and non-use will continue to the fullest extent not in conflict with such law or order; , and (ii) if and when a party is required to disclose such Confidential Information confidential or proprietary information pursuant to any such law or order, such party will, to the extent legally permissible, give notice to the other party to allow such party to make will use its reasonable efforts to obtain a protective order or take such other actions as will prevent or limit, to the fullest extent possible, public access to, or disclosure of, of such Confidential Information.