Common use of Exceptions to Confidential Treatment Clause in Contracts

Exceptions to Confidential Treatment. (a) The obligations set forth in Section 7.2 do not apply to any Confidential Information that the Receiving Party can demonstrate: (i) the Receiving Party possessed prior to disclosure by the Disclosing Party, without an obligation of confidentiality; (ii) is or becomes publicly available without breach of this Agreement by the Receiving Party; (iii) is or was independently developed by the Receiving Party without the use of or reference to any Confidential Information of the Disclosing Party; or (iv) is or was received by the Receiving Party from a third party that does not have an obligation of confidentiality to the Disclosing Party or its Affiliates. (b) If the Receiving Party is legally required to disclose any Confidential Information of the Disclosing Party in connection with any legal or regulatory proceeding, then the Receiving Party will, if lawfully permitted to do so, notify the Disclosing Party within a reasonable time prior to disclosure to allow the Disclosing Party a reasonable opportunity to seek appropriate protective measures or other remedies prior to disclosure and/or waive compliance with the terms of this Agreement. If these protective measures or other remedies are not obtained, or the Disclosing Party waives compliance with the terms of this Agreement, then the Receiving Party may disclose only that portion of the Confidential Information that it is, according to the written opinion of its legal counsel, legally required to disclose and will exercise all reasonable efforts to obtain assurance that confidential treatment will be accorded to such Confidential Information.

Exceptions to Confidential Treatment. (a) The obligations set forth in Section 7.2 do not apply to any Confidential Information that the Receiving Party can demonstrate: (i) the Receiving Party possessed prior to disclosure by the Disclosing Party, without an obligation of confidentiality; (ii) is or becomes publicly available without breach of this Agreement by the Receiving Party or any of its employees, agents, representatives or other third-parties to whom the Receiving Party disclosed the Disclosing Party’s Confidential Information; (iii) is or was independently developed by or on behalf of the Receiving Party without the use of or reference to any Confidential Information of the Disclosing Party; or (iv) is or was received by the Receiving Party from a third third-party that does not have an obligation of confidentiality to the Disclosing Party or its Affiliates. (b) If the Receiving Party is legally required to disclose any Confidential Information of the Disclosing Party in connection with any legal or regulatory proceeding, then the Receiving Party will, if lawfully permitted to do so, notify the Disclosing Party within a reasonable time prior to such disclosure to allow the Disclosing Party a reasonable opportunity to seek appropriate protective measures or other remedies prior to such disclosure and/or waive compliance with the applicable terms of this Agreement. If these protective measures or other remedies are not obtained, or the Disclosing Party waives compliance with the applicable terms of this Agreement, then the Receiving Party may disclose only that portion of the Confidential Information that it is, according to the written opinion of its legal counsel, legally required to disclose and will exercise all reasonable efforts to obtain assurance that confidential treatment will be accorded to such Confidential Information.

Exceptions to Confidential Treatment. (a1) The obligations set forth in Section 7.2 7(b) do not apply to any Confidential Information that the Receiving Party receiving party can demonstrate: (i) the Receiving Party receiving party possessed prior to disclosure by the Disclosing Partydisclosing party, without an obligation of confidentiality; (ii) is or becomes publicly available without breach of this Agreement by the Receiving Partyreceiving party (other than a Security Breach); (iii) is or was independently developed by the Receiving Party receiving party without the use of or reference to any Confidential Information of the Disclosing Partydisclosing party; or (iv) is or was received by the Receiving Party receiving party from a third party that does not have an obligation of confidentiality to the Disclosing Party disclosing party or its Affiliates; provided, however, that the foregoing exclusions to confidential treatment do not apply to Personal Information or customer complaints, nor do they apply to the restrictions on use of Company Confidential Information beyond the purposes expressly set forth in this Agreement. Either party may disclose the terms of this Agreement to potential parties to acquisition, divestiture or similar transactions to facilitate due diligence and closing of the transaction, provided that any such potential party is subject to written non-disclosure obligations and limitation on use only for the prospective or closed transaction, each party to that transaction using commercially reasonable efforts to limit the extent to the disclosure. (b2) If the Receiving Party receiving party is legally required or requested to disclose any Confidential Information of the Disclosing Party disclosing party in connection with any legal or regulatory request or proceeding, then the Receiving Party receiving party will, if lawfully permitted to do so, notify the Disclosing Party disclosing party within a reasonable time prior to disclosure to allow the Disclosing Party disclosing party a reasonable opportunity to seek appropriate protective measures or other remedies prior to disclosure and/or or waive compliance with the terms of this Agreement. If these protective measures or other remedies are not obtained, or the Disclosing Party disclosing party waives compliance with the terms of this Agreement, then the Receiving Party receiving party may disclose only that portion of the that Confidential Information that it is, according to the written opinion of its legal counsel, legally required or requested to disclose and will exercise all reasonable efforts to obtain assurance that confidential treatment will be accorded to such that Confidential Information. However, nothing contained in this Agreement will restrict Company’s ability to disclose SitusAMC’s Confidential Information to regulatory or governmental bodies asserting jurisdiction over any Company Entity.