Common use of Exceptions to Confidentiality Clause in Contracts

Exceptions to Confidentiality. Notwithstanding the provisions of Sections 4.01 or 4.02, neither Party shall be required to restrict use and/or disclosure with respect to portions of Lucent Information, Company Information or the Joint Information, if any: (i) that are independently developed by the receiving Party, solely by personnel with no access to such portions furnished under this Agreement to the receiving Party; (ii) that are lawfully received from another source having the right to so furnish such portions without breach of this Agreement; (iii) that have become generally known to the public, provided that such public knowledge was not the result of any breach of this Agreement attributable to the receiving Party; (iv) that at the time of furnishing to the receiving Party was known to the receiving Party as evidenced by documentation or other evidence available to the receiving Party; (v) that the disclosing Party otherwise explicitly agrees in writing need not be kept confidential; or (vi) that is disclosed pursuant to governmental or judicial order or request provided that the Party receiving such request or order shall, whenever practicable, promptly notify the other Party and shall reasonably cooperate with the other Party in contesting such disclosure or in obtaining confidential treatment of any disclosed information (at the other Party's sole cost and expense).

Exceptions to Confidentiality. Notwithstanding the provisions of Sections 4.01 or 4.02, neither Party The obligations referred to in Clause 9.1 above shall be required not extend to restrict use and/or disclosure with respect to portions of Lucent Information, Company any Confidential Information or the Joint Information, if any:which (ia) that are independently developed by the receiving Party, solely by personnel with no access to such portions furnished under this Agreement is or becomes generally available to the receiving Partypublic otherwise than be reason of breach by a recipient Party of the provision of Clause 9.1; (iib) is known to the recipient Party and is at its free disposal (having been generated independently by the recipient Party or a Third Party in circumstances where it has not been derived directly or indirectly from the disclosing Party’s Confidential Information prior to its receipt from the disclosing Party), provided that are lawfully received from another source having evidence of such knowledge is furnished by the right recipient Party to so furnish such portions without breach the disclosing Party within twenty-eight (28) days of this Agreementrecipient of that Confidential Information; (iiic) that have become generally known is subsequently disclosed to the public, provided that recipient Party without obligations of confidence by a Third Party owing no such public knowledge was not the result of any breach of this Agreement attributable obligations to the receiving Partydisclosing Party in respect of that Confidential Information; (ivd) that at the time is required by law to be disclosed (including as part of furnishing any regulatory submission or approval process) and then only when prompt written notice of this requirement has been given to the receiving Party was known to the receiving Party as evidenced by documentation or other evidence available to the receiving Party; (v) that the disclosing Party otherwise explicitly agrees so that it may, if so advised, seek appropriate relief to prevent such disclosure, provided always that in writing need not such circumstances such disclosure shall be kept confidential; or (vi) that is disclosed pursuant only to governmental or judicial order or request provided that the Party receiving such request or order shall, whenever practicable, promptly notify the other Party extent so required and shall reasonably cooperate be subject to prior consultation with the other disclosing Party in contesting with a view to agreeing on the timing and content of such disclosure or in obtaining confidential treatment of any disclosed information (at the other Party's sole cost and expense)disclosure.

Exceptions to Confidentiality. Notwithstanding the provisions of Sections 4.01 or 4.02, neither Party shall be required to restrict use and/or disclosure with respect to portions of Lucent Information, Company Information or the Joint Information, if any: (i) that are independently developed by the receiving Party, solely by personnel with no access to such portions furnished under this Agreement to the receiving Party; (ii) that are lawfully received from another source having the right to so furnish such portions without breach of this Agreement; (iii) that have become generally known to the public, provided that such public knowledge was not the result of any breach of this Agreement attributable to the receiving Party;; Back to Contents (iv) that at the time of furnishing to the receiving Party was known to the receiving Party as evidenced by documentation or other evidence available to the receiving Party; (v) that the disclosing Party otherwise explicitly agrees in writing need not be kept confidential; or (vi) that is disclosed pursuant to governmental or judicial order or request provided that the Party receiving such request or order shall, whenever practicable, promptly notify the other Party and shall reasonably cooperate with the other Party in contesting such disclosure or in obtaining confidential treatment of any disclosed information (at the other Party's ’s sole cost and expense).

Exceptions to Confidentiality. Notwithstanding the provisions The Receiving Party’s obligations set forth in this Agreement shall not extend to any Confidential Information of Sections 4.01 or 4.02, neither Party shall be required to restrict use and/or disclosure with respect to portions of Lucent Information, Company Information or the Joint Information, if anya Disclosing Party: (i) that are independently developed is or hereafter becomes part of the public domain by public use, publication, general knowledge or the like through no breach of this Agreement by the receiving Party, solely by personnel with no access to such portions furnished under this Agreement to the receiving PartyReceiving Party or its Recipients; (ii) that are lawfully is received from another source having the right to so furnish such portions a third party without restriction and without breach of this Agreementany agreement between such third party and the Disclosing Party; (iii) that have become generally known the Receiving Party can demonstrate was already in its possession prior to its receipt from the Disclosing Party; provided, that, with respect to the publicConfidential Information of the Company, provided that the Seller shall, following the Closing, be deemed to have received such public knowledge was not Confidential Information from a Disclosing Party from and after the result of any breach of this Agreement attributable to the receiving PartyClosing; (iv) that at the time of furnishing to the receiving Party was known to the receiving Party as evidenced by documentation or other evidence is generally made available to third parties by the receiving PartyDisclosing Party without restriction on disclosure; (v) that the disclosing Receiving Party otherwise explicitly agrees in writing need not be kept confidentialcan demonstrate was independently developed by the Receiving Party without use of or reliance on Confidential Information of the Disclosing Party; or (vi) that is disclosed pursuant to governmental the extent necessary to enforce such receiving Party’s rights under this Agreement or judicial order or request provided that the Party receiving such request or order shall, whenever practicable, promptly notify the other Party and shall reasonably cooperate with the other Party in contesting such disclosure or in obtaining confidential treatment of any disclosed information (at the other Party's sole cost and expense)Ancillary Agreement.

Exceptions to Confidentiality. Notwithstanding The obligation of confidentiality set forth herein will not apply to any information that: (a) is at the provisions time of Sections 4.01 disclosure to the receiving party, generally available to the public or 4.02thereafter becomes generally available to the public through no act, neither Party shall be required omission or fault of the receiving party; (b) is known by the receiving party at the time of receipt from the disclosing party as evidenced by the receiving party’s documentation and not subject to restrict use and/or disclosure with respect to portions an existing agreement of Lucent Information, Company Information or the Joint Information, if any: confidentiality; (ic) that are was independently developed by the receiving Party, solely by personnel with no access to such portions furnished under this Agreement to the receiving Party; (ii) that are lawfully received from another source having the right to so furnish such portions without breach of this Agreement; (iii) that have become generally known to the public, provided that such public knowledge was not the result of any breach of this Agreement attributable to the receiving Party; (iv) that at the time of furnishing to the receiving Party was known to the receiving Party party as evidenced by documentation its records without use of the Confidential Information; or other evidence available (d) is lawfully received without restriction from a third party who is not bound by any obligation of confidentiality. If the receiving party is required to disclose Confidential Information by final order of a court of competent jurisdiction or law, regulation or rule of a self-regulatory body, the receiving party may do so; provided, however, that prior to such disclosure by the receiving party, the receiving party shall provide written notice of such order or requirement to the receiving Party; (v) that disclosing party and allow the disclosing Party otherwise explicitly agrees in writing need not be kept confidential; or (vi) that is disclosed pursuant party a reasonable opportunity to governmental or judicial order or request provided that the Party receiving such request or order shall, whenever practicable, promptly notify the other Party and shall reasonably cooperate with the other Party in contesting such disclosure or in obtaining secure confidential treatment of any disclosed information (at by such court or appropriate government agency, if applicable, and the other Party's sole cost and expense)receiving party shall cooperate with the disclosing party in such effort.