Exceptions to Nondisclosure. Notwithstanding anything to the contrary contained in this Agreement, the non-disclosing party shall not be prohibited from disclosing to third parties, or using without the prior written consent of the disclosing party, information that (a) was, on the date of this Agreement, generally known to the public, (b) is as of the date of this Agreement known to the non-disclosing party, as evidenced by written records in the possession of non-disclosing party, (c) is subsequently disclosed to non-disclosing party by a third party who is in lawful possession of such information and is not under an obligation of confidence, (d) is disclosed by the disclosing party to third parties generally without restriction on use and disclosure, or (e) is required to be disclosed by law or a final order of a court or other governmental agency or authority of competent jurisdiction, provided, however, reasonable notice prior to any disclosure as required by applicable law or court process shall be given to the disclosing party which would allow Consultant sufficient time to attempt to obtain injunctive relief in respect to such disclosure.
Exceptions to Nondisclosure. Notwithstanding anything to the contrary contained in this Agreement, Consultant shall not be prohibited from disclosing to third parties, or using without the prior written consent of Company, information that (a) was, on the date of this Agreement, generally known to the public, (b) is as of the date of this Agreement known to Consultant, as evidenced by written records in the possession of Consultant, (c) is subsequently disclosed to Consultant by a third party who is in lawful possession of such information and is not under an obligation of confidence, (d) is disclosed by Company to third parties generally without restriction on use and disclosure, or (e) is required to be disclosed by law or a final order of a court or other governmental agency or authority of competent jurisdiction, provided, however, reasonable notice prior to any disclosure as required by applicable law or court process shall be given to Company which would allow Company sufficient time to attempt to obtain injunctive relief in respect to such disclosure.
Exceptions to Nondisclosure. The nondisclosure obligations of Consultant set forth under Paragraph 9 of this Agreement shall not be deemed to restrict the use and/or disclosure by Consultant or Monarch of any Confidential Information which: (a) Is or becomes publicly known or within the public domain without the breach of this Agreement by consultant or Monarch or persons permitted to receive such information pursuant to Paragraph 9 above; or
Exceptions to Nondisclosure. (a) In the event that the Receiving Company is required by law, regulation or other legal process or is requested (by oral questions, interrogatories, requests for information or documents, subpoena, court order, civil investigative demand or other process) to disclose any Confidential Information, which disclosure is not otherwise permitted hereunder, it is agreed that the Receiving Company will provide the Company with prompt notice of any such request or requirement (if legally permitted) so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Receiving Company is, after consultation with counsel for the Receiving Company, required or compelled to disclose Confidential Information pursuant to such request, the Receiving Company may disclose that portion of the Confidential Information which such counsel has advised that the Receiving Company is required or compelled to disclose as aforesaid. In any event, the Receiving Company will not oppose action by, and will cooperate with, the Company, at the Company’s expense, in its efforts to obtain an appropriate protective order or other assurance that confidential treatment will be accorded the Confidential Information. All references to the Receiving Company in this paragraph shall be deemed to include the Receiving Company’s Representatives.
(b) If at any time, in the opinion of counsel for the Receiving Company, the Receiving Company is required by law, regulation or other legal process or stock exchange or stock market rules to disclose Confidential Information in a context that is not covered by the immediately preceding Section 3(a), the Receiving Company may disclose that portion of the Confidential Information that such counsel has advised that the Receiving Company is required to disclose, provided that the Receiving Company gives the Company prompt notice of such disclosure (if legally permitted).
Exceptions to Nondisclosure. Notwithstanding anything to the contrary contained in this Agreement, Finder shall not be prohibited from disclosing to third parties, or using without the prior written consent of Company, information that (a) was, on the date of this Agreement, generally known to the public, (b) is as of the date of this Agreement known to Finder, as evidenced by written records in the possession of Finder, (c) is subsequently disclosed to Finder by a third party who is in lawful possession of such information and is not under an obligation of confidence, (d) is disclosed by Company to third parties generally without restriction on use and disclosure, or (e) is required to be disclosed by law or a final order of a court or other governmental agency or authority of competent jurisdiction, provided, however, reasonable notice prior to any disclosure as required by applicable law or court process shall be given to Company which would allow Company sufficient time to attempt to obtain injunctive relief in respect to such disclosure.
Exceptions to Nondisclosure. You acknowledge than nothing in this Agreement prohibits you from reporting a possible violation of federal, state, or local law or regulation to any governmental agency or entity, including but not limited to the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the Congress, or any agency but as of the date of this Agreement you know of no facts or circumstances that would give rise to you making any such report. Nothing in this Agreement permits you to reveal to any third party, including any governmental authority, information you came to learn during your service to the Company that is protected from disclosure by any applicable legal privilege (including but not limited to the attorney-client privilege or attorney work product doctrine) or waive any of the Company’s applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and other privileged information. You represent and acknowledge that as of the date you have signed this Agreement you know of no facts or circumstances that would cause you to believe that the Company or any of its employees have violated any law, rule or regulation and that the breach of any of the foregoing covenants by you shall constitute a material breach of this Agreement and shall relieve the Company of any further obligations hereunder and, in addition to any other legal or equitable remedy available to the Company, shall entitle the Company to recover any Separation Pay and payment COBRA costs already provided to you pursuant to Sections 1 and 2 of this Agreement.
Exceptions to Nondisclosure. Notwithstanding Section 4 (Nondisclosure) above, neither Party shall be liable under this MNDA if a disclosure or use of Confidential Customer Data is made where the Confidential Customer Data (whether individually or in the aggregate) is:
a. in the public domain at the time of the disclosure or is subsequently made available to the general public without restriction and without breach of this MNDA by the receiving Party;
b. known by the receiving Party at the time of disclosure without restrictions on its use or independently developed by the receiving Party, as evidenced by adequate written documentation;
c. disclosed to the receiving Party by a third party without restriction and without breach of any agreement;
d. disclosed with the prior written approval of the disclosing Party;
e. used or disclosed in communications consistent with the Purpose of this MNDA to the customer that is the subject of the Confidential Customer Data, his/her authorized representative, or an individual the Party reasonably believes to be the customer or his/her authorized representative;
f. used or disclosed pursuant to a court order, subpoena or other lawful order of a court or governmental authority of competent jurisdiction or pursuant to any statutory or regulatory requirements, with prior written notice given to the disclosing Party; or
g. disclosed as required by applicable law, including, without limitation, any non-segregable portions of Confidential Customer Data contained in documents that do not enjoy an exemption from compulsory disclosure under the California Public records Act, California Government Code Section 6250 et seq, with prior written notice given to the disclosing Party where such notice is possible without violating any applicable compulsory public disclosure deadlines of any applicable law.
Exceptions to Nondisclosure. Notwithstanding anything to the contrary contained in this Agreement, CASIMIR shall not be prohibited from disclosing to third parties, or using without the prior written consent of TurboWorx, information that (a) was, on the date of this Agreement, generally known to the public, (b) is as of the date of this Agreement known to CASIMIR, as evidenced by written records in the possession of CASIMIR, (c) is subsequently disclosed to CASIMIR by a third party who is in lawful possession of such information and is not under an obligation of confidence, (d) is disclosed by TurboWorx to third parties generally without restriction on use and disclosure, or (e) is required to be disclosed by law or a final order of a court or other governmental agency or authority of competent jurisdiction, provided, however, reasonable notice prior to any disclosure as required by applicable law or court process shall be given to TurboWorx which would allow TurboWorx sufficient time to attempt to obtain injunctive relief in respect to such disclosure.
Exceptions to Nondisclosure. (a) In the event that the Receiving Company is requested (by oral questions, interrogatories, requests for information or documents, subpoena, court order, civil investigative demand or other process) to disclose any Confidential Information, which disclosure is not otherwise permitted hereunder, it is agreed that the Receiving Company will provide the Delivering Company with prompt notice of any such request or requirement so that the Delivering Company may seek an appropriate protective order or waive compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Receiving Company is, in the reasonable written opinion of outside counsel for the Receiving Company, compelled to disclose Confidential Information pursuant to such re-quest or else stand liable for contempt or suffer other significant penalty, the Receiving Company may disclose that portion of the Confidential Information which such counsel has advised that the Receiving Company is compelled to disclose as aforesaid. In any event, the Receiving Company will not oppose action by, and will cooperate with, the Delivering Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. All references to the Receiving Company in this paragraph shall be deemed to include the Receiving Company's Representatives.
Exceptions to Nondisclosure. Neither party shall be subject to the obligations of this Agreement with respect to Confidential Information which: is or becomes known publicly through no wrongful act of the Receiving Party; or was already known to the receiving party at the time of disclosure hereunder as shown by the Receiving Party’s prior written records; or is learned by the Receiving Party from a third party under no obligation to the Disclosing Party; or is independently developed by an employee, agent, or consultant of the Receiving Party with no knowledge of disclosures hereunder, or is approved for release by written authorization of the Disclosing Party.
