Exceptions to Confidentiality Obligations. 4.1 This Agreement imposes no obligation upon the Recipient with respect to the City’s Confidential Material received hereunder that
(a) the Recipient can promptly demonstrate with documentary evidence was already legitimately known to the Recipient without a duty of confidentiality prior to the disclosure thereof by the City,
(b) is lawfully received by the Recipient from a third party, other than a supplier introduced to the Recipient by the City, without a duty of confidentiality,
(c) has become general public knowledge through no act or fault on the part of the Recipient or the Recipient’s Team, or
(d) the Recipient can promptly demonstrate with documentary evidence was independently developed by or for the Recipient without the use of any Confidential Material.
Exceptions to Confidentiality Obligations. 8.2.1 The Receiving Party’s obligations of confidentiality and non-use under this Agreement shall not apply to any Confidential Information of the Disclosing Party that the Receiving Party can prove by means of reasonable written evidence:
(a) was known to the Receiving Party on a non-confidential basis prior to disclosure by the Disclosing Party; or
(b) is or becomes publicly known other than as a result of breach of this Agreement by the Receiving Party or by anyone to whom the Receiving Party disclosed the Confidential Information of the Disclosing Party; or
(c) is received by the Receiving Party without restriction on disclosure or use from a Third Party lawfully entitled to make the disclosure without such restrictions; or
(d) is developed by any of the Receiving Party’s or its Affiliate’s directors, employees, consultants, advisors or agents (collectively, “Representatives”) who have not had any direct or indirect access to, or use or knowledge of, the Confidential Information of the Disclosing Party; except that the above exceptions do not extend to circumstances where the Confidential Information is (i) specific, does not fall within the above exceptions, and is embraced by more general information which does fall within the above exceptions or (ii) a combination of information in the public domain separated across multiple sources.
8.2.2 The Receiving Party will not be in breach of its obligations under this Agreement to the extent that it is required to disclose Confidential Information of the Disclosing Party by law (provided, in the case of a disclosure under any freedom of information legislation, that the exemptions under that legislation do not apply) or order of a court or other public body that has jurisdiction over it, provided that, before making such a disclosure, the Receiving Party shall, to the extent it is legally permitted to do so:
(a) inform the Disclosing Party of the proposed disclosure as soon as possible, and if possible before the court or other public body orders the disclosure;
(b) take into account reasonable requests of the Disclosing Party in relation to such disclosure;
(c) ask the court or other public body to treat such Confidential Information as confidential; and
(d) permit the Disclosing Party to make representations to the court or other public body in respect of the disclosure and/or confidential treatment of such Confidential Information.
Exceptions to Confidentiality Obligations. Notwithstanding the foregoing, the Consultant’s obligations of confidentiality will not include information which: at the time of disclosure was in the public domain; after such disclosure, immediately becomes generally available to the public other than through any act or omission of the Consultant or its Personnel; and is required to be disclosed by a court of competent jurisdiction, provided that prior written notice of such disclosure is furnished to the District in a timely manner in order to afford the District the opportunity to seek a protective order against such disclosure and the disclosure is strictly limited to the information that the court requires.
Exceptions to Confidentiality Obligations. The obligations of this Agreement shall not apply to Confidential Information which the Consultant shall demonstrate, by clear and convincing evidence:
1. is or becomes publicly available (other than through unauthorized disclosure under this Agreement);
2. is already known by the Consultant without an obligation of confidentiality prior to the disclosure thereof by Company, as evidenced by the Consultant's written records, maintained in the ordinary course, existing before the first date of Consultant's engagement with Company; or
3. is rightfully received by the Consultant from a third party free of any obligation of confidentiality.
Exceptions to Confidentiality Obligations. A Party’s obligations under this Agreement with respect to any portion of the other Party’s Confidential Information shall terminate when the Party that is subject to such obligations can document in writing that such information: (a) entered the public domain through no fault of such Party; (b) was in such Party’s possession free of any obligation of confidence at the time it was communicated to such Party by the other Party; (c) was rightfully communicated to such Party free of any obligation of confidence subsequent to the time it was communicated to such Party by the other Party; or (d) was developed by employees or agents of such Party independently of and without reference to any information communicated to such Party by the other Party.
Exceptions to Confidentiality Obligations. Each Party’s confidentiality undertakings pursuant to this Agreement shall not apply to any information of the other Party:
(a) which at the time of disclosure is or later has come into the public domain by publication or otherwise through no fault of the receiving Party; or
(b) which the receiving Party’s documentation demonstrates to have been in the receiving Party’s possession prior to disclosure of it from the disclosing Party; or
(c) which is received by the receiving Party from a Third Party in possession of same and not bound by any confidentiality undertaking with respect to said information to the disclosing Party, or to any Affiliate, licensor, licensee, distributor or agent of the disclosing Party; or
(d) which is independently developed by the receiving Party without access to the disclosing Party’s Confidential Information; or
(e) which a Party is required by law to disclose provided that, prior to such disclosure, the receiving Party promptly notifies the disclosing Party in writing of any such obligation and affords the disclosing Party the opportunity to oppose such order; or
(f) which a Party is required to disclose or to use to reasonably defend its position under trial or judicial or arbitration proceedings or to disclose to its attorneys of record or retained experts in connection with same, provided such disclosure is on a confidential basis, where possible, and restricted to the minimum extent required and to such persons solely for such purposes.
Exceptions to Confidentiality Obligations. “Confidential Information” shall not include information that:
Exceptions to Confidentiality Obligations. Confidential Information will not include information to the extent that such information:
(a) was generally available to the public at the time of its disclosure to Recipient hereunder;
(b) became generally available to the public after its disclosure to Recipient hereunder other than through an act or omission of Recipient in breach of this Agreement; or
(c) was subsequently lawfully and independently disclosed to Recipient without restriction by a person, other than Discloser, with the right to do so. In the event that Recipient intends to disclose to a Third Party any of Discloser’s Confidential Information under the exceptions (a), (b) or (c) above, Recipient must first obtain Discloser’s written permission to do so, which approval will be at Discloser’s sole discretion.
Exceptions to Confidentiality Obligations. Notwithstanding any provision of this Article IX, the Receiving Party may disclose, publish, disseminate and use Confidential Information that is:
(a) already in its possession without obligation of confidentiality;
(b) developed independently;
(c) obtained from a source other than the Disclosing Party without obligation of confidentiality;
(d) publicly available when received, or thereafter becomes publicly available through no fault of the Receiving Party; or
(e) disclosed by the Disclosing Party to another party without obligation of confidentiality.
Exceptions to Confidentiality Obligations. The obligations set out in Clauses 8.1 and 8.2 shall not apply to that part of the Confidential Information of the Disclosing Party which the Receiving Party can demonstrate by reasonable, written evidence:
8.3.1 was, prior to its receipt by the Receiving Party from the Disclosing Party, in the possession of the Receiving Party without any obligations of confidence; or
8.3.2 is subsequently disclosed to the Receiving Party, without any obligations of confidence, by a third party who is entitled to disclose it without breaching any confidentiality obligations to the Disclosing Party; or
8.3.3 is or becomes generally available to the public through no fault of the Receiving Party, its Affiliates and/or Sub-Licensees or its or their Representatives; or
8.3.4 is permitted pursuant to the provisions of Clause 8.10; or
8.3.5 is independently developed by or on behalf of the Receiving Party, as evidenced by written records, without reference to, reliance upon, or use of the Confidential Information of the Disclosing Party. Specific aspects or details of Confidential Information shall not be deemed to be generally available to the public or in the possession of the Receiving Party merely because the Confidential Information is covered or embraced by a more general class of information generally available to the public or in the possession of the Receiving Party. Any combination of information shall not be considered to be generally available to the public or in the possession of the Receiving Party merely because individual elements of such information are generally available to the public or in the possession of the Receiving Party.
