Common use of Exceptions to Confidentiality and Non-Use Clause in Contracts

Exceptions to Confidentiality and Non-Use. Nothing in this Agreement will prevent the receiving Party from disclosing or using Confidential Information of the disclosing Party to the extent that: (a) It is or becomes readily ascertainable by proper means by the public without any breach of a confidentiality obligation of the receiving Party; (b) It is received from a third party that is not under an obligation of confidentiality of which the receiving Party knew or had reason to know; (c) It was independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; or (d) It is required by law to be disclosed, provided that the receiving Party, to the extent not prohibited by law: (i) Provides to the disclosing Party as much notice as is practicable under the circumstances of such requirement prior to disclosure; and (ii) Provides to the disclosing Party, at the disclosing Party’s expense, such reasonable assistance as the disclosing Party requests in seeking confidential treatment, protective orders, nondisclosure, and/or similar measures.