Exceptions to Confidentiality Obligation. The restrictions of confidentiality described above shall not apply to Proprietary Information (i) which as of the Effective Date or subsequent thereto is or becomes available to the public without breach of this Agreement, (ii) if it is lawfully obtained from a Third Party not bound by similar confidentiality and use restrictions and obligations, (iii) if it is known by the Receiving Party prior to disclosure as evidenced by contemporaneous records, or (iv) if it is at any time developed by the Receiving Party independently of any disclosure made pursuant to this Agreement. In addition, the confidentiality obligations shall not apply to the Receiving Party if the Receiving Party is legally required by applicable law, court order or Governmental Authority to disclose the Information, provided the Receiving Party discloses only the minimum to comply and, if possible and in light of the circumstances, provides reasonable prior notice to the Disclosing Party to enable it to contest the requirement or to seek a protective order.
Exceptions to Confidentiality Obligation. Notwithstanding the foregoing, each of Novartis and Alcon (and the members of their respective Group) may release or disclose, or permit to be released or disclosed, any Information concerning the Alcon Business (in respect of the obligations of the members of the Novartis Group) or the Novartis Business (in respect of the obligations of the members of the Alcon Group):
(a) to their respective Representatives who need to know such Information (who shall be advised of the obligations hereunder with respect to such Information) and
(b) to any nationally recognised statistical rating organisation as it reasonably deems necessary, solely for the purpose of obtaining a rating of securities or other debt instruments upon normal terms and conditions; provided, however, that the Party whose Information is being disclosed or released to such rating organisation is promptly notified thereof.
Exceptions to Confidentiality Obligation. The Traditional Owners may disclose information it is otherwise required to keep confidential under this Agreement where:
(a) required by law or by government authorities;
(b) the information is already in the public domain; or
(c) disclosure is to solicitors, barristers or other professional advisers or consultants under a duty of confidentiality.
Exceptions to Confidentiality Obligation. No party shall have any obligation with respect to disclosure and use of information to the extent such information:
Exceptions to Confidentiality Obligation. A party will not be in breach of Subsection 12.1 if the Confidential Information in question:
12.2.1 can be shown to have been known by that party before it was disclosed to that party by or on behalf of the other party, and not to have been acquired by that party improperly or from any third party who was or is subject to a confidentiality obligation;
12.2.2 is or comes into the public domain (unless it does so because of that party’s breach of Subsection 12.1);
12.2.3 is required to be disclosed by any law or any competent legal authority; is only disclosed to that party’s professional advisers under an obligation of confidentiality for the purpose of obtaining professional advice in connection with this Agreement, is disclosed only after obtaining the written consent of the other party.
Exceptions to Confidentiality Obligation. (1) The confidentiality obligation under Article 9.1 shall not be applied to the following information:
(a) Disclosure to any Affiliate of a Party for any reasonable purpose relating to this Agreement (provided that it complies with Article 9.3);
(b) Information independently developed by a Party or received from a third party who has the right to disclose such information;
(c) Disclosure as required by any binding judgment, decree or requirement made by any law, rule of any securities exchange or any government authority;
(d) Disclosure as reasonably required by any tax authority for the taxation purpose of any Party;
(e) Disclosure to any professional consultant of a Party as reasonably required for the purpose of this Agreement under confidentiality basis (provided that it complies with Article 9.3);
(f) Information is or becomes publicly known without breach of this Article 9.
Exceptions to Confidentiality Obligation. Receiving Party's obligations regarding Disclosing Party's Confidential Information shall not apply to information (i) which was already known to Receiving Party prior to the disclosure of such information to Receiving Party by Disclosing Party, (ii) which is or becomes publicly available through no act or fault of Receiving Party, (iii) which is rightfully received by Receiving Party from a third party having no obligation of confidentiality to Disclosing Party, (iv) which is independently developed by Receiving Party, or (v) which is inherently disclosed in the use, lease, sale, or other distribution of any available product or service or publicly available supporting documentation therefor by the Receiving Party. If Receiving Party is compelled to disclose information by valid order of a court or governmental body or as otherwise required by applicable law, or if the use of Disclosing Party's Confidential Information is indispensable to establish or secure legal rights under this Agreement, such disclosure or use by Receiving Party shall be permitted, provided that prior to any such disclosure or use, Receiving Party shall make a reasonable effort to obtain a protective order limiting use of such Confidential Information thereby disclosed or used and shall promptly notify Disclosing Party in writing and provide Disclosing Party with a reasonable opportunity to object to such disclosure or use.
Exceptions to Confidentiality Obligation. The obligations of confidence contemplated by Article 1 do not apply to Confidential Information which: becomes a part of the public domain after disclosure, other than as a result of breach of the confidentiality obligations of this agreement; the RECIPIENT can prove is already in its own possession at the time of disclosure and which was not acquired from ILRI directly or indirectly; the RECIPIENT can prove was independently developed without use of Confidential Information received from ILRI; is rightfully acquired from a third party who did not obtain it under an obligation of confidentiality; ILRI agrees in writing to waive confidentiality obligations of this agreement. is required to be disclosed by operation of law, governmental regulation or court order, provided the RECIPIENT gives ILRI notice of such required disclosure prior to making such disclosure, and the RECIPIENT uses all reasonable effort to secure confidential protection for such information.
Exceptions to Confidentiality Obligation. Confidential Information does not include information which (i) is known to Consultant (except through Consultant’s prior employment with MBI) at the time of disclosure to Consultant by MBI as evidenced by written records of Consultant, (ii) has become publicly known and made generally available through no wrongful act of Consultant, or (ii) has been rightfully received by Consultant from a third party who is not bound to treat the information as confidential on behalf of MBI and who is authorized to make such disclosure. Nothing in this Agreement shall prevent Consultant from disclosing Confidential Information to the extent Consultant is legally compelled to do so by any court or governmental investigative, judicial, or regulatory agency pursuant to proceedings over which such court or agency has jurisdiction; provided, however, that prior to any such disclosure, Consultant shall: (a) assert the confidential nature of the Confidential Information to the court or agency; (b) immediately notify MBI, in writing of the court’s or agency’s order or request to disclose; and (c) cooperate fully with MBI, at MBI’s request, in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting the confidentiality of the Confidential Information.
Exceptions to Confidentiality Obligation. Disclosure of information shall not be considered as violation hereof in case:
(a) A prior written consent to the disclosure is obtained from the Person which owns the Confidential Information;
(b) The relevant information is or becomes generally available to the public other than as a result of a breach hereof;
(c) The information is or becomes known or available to the disclosing Person or any of its related parties on a non-confidential basis from a source (other than the Person owning the information or any of its related parties) that, to the receiving Person’s best knowledge, after due inquiry, it is not prohibited from disclosing such information as a consequence of an obligation owed to the Person owning the information or any of its related parties;
(d) The information is developed by the disclosing Person independently and without reference to any confidential information of the Person owning the information;
(e) The information was already lawfully known to the receiving Person or its related parties as of the date of its disclosure by the other Person; or
(f) The information is required to be disclosed under any applicable Law or Governmental Entity order, provided that, whenever reasonably practicable and lawful, the relevant Party shall consult with the other Party before disclosure.
