Common use of Exceptions to Confidentiality Clause in Contracts

Exceptions to Confidentiality. Notwithstanding the foregoing, the obligations of confidentiality set forth in Section 6.1 shall not apply to information that, in each case as demonstrated by competent written documentation: (a) is publicly disclosed or made generally available to the public by the disclosing Party, either before or after it becomes known to the receiving Party; (b) was known to the receiving Party, without any obligation to keep it confidential, prior to the date of first disclosure by the disclosing Party to the receiving Party, as shown by the receiving Party’s files and records; (c) is subsequently disclosed to the receiving Party by a Third Party lawfully in possession thereof without obligation to keep it confidential and without a breach of such Third Party’s obligations of confidentiality; (d) has been publicly disclosed or made generally available to the public other than through any act or omission of the receiving Party or its Affiliates in breach of this Agreement; or (e) has been independently developed by the receiving Party without the aid, application or use of the disclosing Party’s Confidential Information (the competent written proof of which must be contemporaneous with such independent development).

Exceptions to Confidentiality. Notwithstanding the foregoing, the obligations of confidentiality set forth in Section 6.1 8.1 shall not apply to information that, in each case as demonstrated by competent written documentation: (a) is publicly disclosed or made generally available to the public by the disclosing Party, either before or after it becomes known to the receiving Party; (b) was known to the receiving Party, without any obligation to keep it confidential, prior to the date of first disclosure by the disclosing Party to the receiving Party, as shown by the receiving Party’s files and records; (c) is subsequently disclosed to the receiving Party by a Third Party lawfully in possession thereof without obligation to keep it confidential and without a breach of such Third Party’s obligations of confidentiality; (d) has been publicly disclosed or made generally available to the public other than through any act or omission of the receiving Party or its Affiliates in breach of this Agreement; or (e) has been independently developed by the receiving Party without the aid, application or use of the disclosing Party’s Confidential Information (the competent written proof of which must be contemporaneous with such independent development).

Exceptions to Confidentiality. Notwithstanding the foregoing, the obligations of confidentiality set forth in Section 6.1 shall not apply to information that, in each case as demonstrated by competent written documentation: (a) is publicly disclosed or made generally available to the public by the disclosing Party, either before or after it becomes known to the receiving Party; (b) was known to the receiving Party, without any obligation to keep it confidential, prior to the date of first disclosure by the disclosing Party to the receiving Party, as shown by the receiving Party’s files and records; (c) is subsequently disclosed to the receiving Party by a Third Party lawfully in possession thereof without obligation to keep it confidential and without a breach of such Third Party’s obligations of confidentiality; (d) has been publicly disclosed or made generally available to the public other than through any act or omission of the receiving Party or its Affiliates or Sublicensees in breach of this Agreement; or (e) has been independently developed by the receiving Party without the aid, application or use of or reliance on or reference to the disclosing Party’s Confidential Information (the competent written proof of which must be contemporaneous with such independent development).

Exceptions to Confidentiality. Notwithstanding the foregoing, the obligations of confidentiality set forth in Section 6.1 8.1 shall not apply to information that, in each case as demonstrated by competent written documentation: (a) is publicly disclosed or made generally available to the public by the disclosing Disclosing Party, either before or after it becomes known to the receiving Receiving Party; (b) was known to the receiving Receiving Party, without any obligation to keep it confidential, prior to the date of first disclosure by the disclosing Disclosing Party to the receiving Receiving Party, as shown by the receiving Receiving Party’s files and records; (c) is subsequently disclosed to the receiving Receiving Party by a Third Party lawfully in possession thereof without obligation to keep it confidential and without a breach of such Third Party’s obligations of confidentiality; (d) has been publicly disclosed or made generally available to the public other than through any act or omission of the receiving Receiving Party or its Affiliates in breach of this Agreement; or (e) has been independently developed by the receiving Receiving Party without the aid, application or use of the disclosing Disclosing Party’s Confidential Information (the competent written proof of which must be contemporaneous with such independent development).

Exceptions to Confidentiality. Notwithstanding the foregoing, the The Receiving Party’s obligations of confidentiality set forth in Section 6.1 this Article 8 shall not extend to any Confidential Information of the Disclosing Party: (a) that is or hereafter becomes part of the public domain through no breach of this Agreement by the Receiving Party or its Recipients; (b) that is received from a Third Party without restriction and without breach of any obligation of confidentiality between such Third Party and the Disclosing Party; (c) that the Receiving Party can demonstrate by competent evidence was already in its possession without obligation of confidentiality to the Disclosing Party prior to its receipt from the Disclosing Party; provided, that the foregoing exception shall not apply to information that, in each case as demonstrated by competent written documentation: (a) is publicly disclosed or made generally available to the public by the disclosing Party, either before or after it becomes known to the receiving Party; (b) was known to the receiving Party, without any obligation to keep it confidential, prior to the date of first disclosure by the disclosing Party to the receiving Party, as shown by the receiving Party’s files and records; (c) is subsequently disclosed to the receiving Party by a Third Party lawfully in possession thereof without obligation to keep it confidential and without a breach of such Third Party’s obligations of confidentiality; Product Confidential Information; (d) has been publicly disclosed or that is generally made generally available to Third Parties by the public other than through any act Disclosing Party without restriction on disclosure; or omission (e) that the Receiving Party can demonstrate by competent evidence was independently developed by or on behalf of the receiving Receiving Party or its Affiliates in breach of this AgreementAffiliates; or (e) has been independently developed by provided, that the receiving Party without the aid, application or use of the disclosing Party’s foregoing exception shall not apply to Product Confidential Information (the competent written proof of which must be contemporaneous with such independent development).Information. 8.3

Exceptions to Confidentiality. Notwithstanding The following information will not be Confidential Information of the foregoingDisclosing Party and accordingly, the obligations of confidentiality set forth in each Receiving Party imposed by Section 6.1 shall 10.1(a) (General) will not apply to any such information that: (a) was known to the Receiving Party without an obligation to keep such information confidential prior to the Execution Date other than as a result of disclosure under any other agreement between the Parties, in each case including the Confidentiality Agreement (as demonstrated by competent written documentation: documentary evidence); (ab) is publicly disclosed or made becomes generally available to the public by the disclosing Party, either before or after it becomes known to the receiving Party; (b) was known to the receiving Party, without any obligation to keep it confidential, prior to the date of first through means other than an unauthorized disclosure by the disclosing Party to the receiving Receiving Party, as shown by the receiving Party’s files and records; its Affiliates, or any of its agents to whom it or they disclosed such information; (c) was or subsequently is subsequently disclosed to the receiving Receiving Party without restriction by a Third Party lawfully in possession thereof having a bona fide right to disclose such Confidential Information without breaching any obligation to keep it confidential and without a breach of such Third the Disclosing Party’s obligations of confidentiality; ; or (d) has been publicly disclosed is developed independently by the Receiving Party without use of or made generally available reference to the public other than through any act or omission of the receiving Party or its Affiliates in breach of this Agreement; or (e) has been independently developed by the receiving Party without the aid, application or use of the disclosing Disclosing Party’s 's Confidential Information (the competent written proof of which must be contemporaneous with such independent development)Information.

Exceptions to Confidentiality. Notwithstanding the foregoing, the The foregoing obligations of confidentiality set forth in Section 6.1 shall 13.1 will not apply to information that, in each case as demonstrated any portion of Confidential Information to the extent that it can be established by the receiving party with competent written documentationproof that such portion: (a) is publicly disclosed or made generally available to the public by the disclosing Party, either before or after it becomes was already known to the receiving Partyparty as evidenced by its written records, other than under an obligation of confidentiality, at the time of disclosure; (b) was known generally available to the public or was otherwise part of the public domain at the time of its disclosure to the receiving Party, without any obligation to keep it confidential, prior to the date of first disclosure by the disclosing Party to the receiving Party, as shown by the receiving Party’s files and recordsparty; (c) is subsequently disclosed to the receiving Party by a Third Party lawfully in possession thereof without obligation to keep it confidential and without a breach of such Third Party’s obligations of confidentiality; (d) has been publicly disclosed or made became generally available to the public or otherwise becomes part of the public domain after its disclosure and other than through any act or omission of the receiving Party or its Affiliates party in breach of this Agreement; or (ed) has been is independently developed by the receiving Party party without the aid, application or use of the disclosing Party’s Confidential Information received from the disclosing party, as evidenced by its written records; (e) was subsequently lawfully disclosed to the competent written proof receiving party by a third party other than in contravention of which must be contemporaneous with a confidentiality obligation of such independent development)third party to the disclosing party.

Exceptions to Confidentiality. Notwithstanding the foregoing, the The Receiving Party’s obligations of confidentiality set forth in Section 6.1 this Article 8 shall not apply extend to information that, in each case as demonstrated by competent written documentationany Confidential Information of the Disclosing Party: (a) that is publicly disclosed or made generally available to hereafter becomes part of the public domain through no breach of this Agreement by the disclosing Party, either before Receiving Party or after it becomes known to the receiving Partyits Recipients; (b) was known to the receiving Party, that is received from a Third Party without restriction and without breach of any obligation to keep it confidential, prior to of confidentiality between such Third Party and the date of first disclosure by the disclosing Party to the receiving Disclosing Party, as shown by the receiving Party’s files and records; (c) is subsequently disclosed that the Receiving Party can demonstrate by competent evidence was already in its possession without obligation of confidentiality to the receiving Disclosing Party by a Third Party lawfully in possession thereof without obligation prior to keep it confidential and without a breach of such Third its receipt from the Disclosing Party’s obligations of confidentiality; provided, that the foregoing exception shall not apply to Product Confidential Information; (d) has been publicly disclosed or that is generally made generally available to Third Parties by the public other than through any act or omission of the receiving Disclosing Party or its Affiliates in breach of this Agreementwithout restriction on disclosure; or (e) has been that the Receiving Party can demonstrate by competent evidence was independently developed by the receiving Party without the aid, application or use on behalf of the disclosing Party’s Receiving Party or its Affiliates; provided, that the foregoing exception shall not apply to Product Confidential Information (the competent written proof of which must be contemporaneous with such independent development)Information.