Common use of Exceptions to obligations Clause in Contracts

Exceptions to obligations. The Receiving Party shall have no obligation under this Section 4 with respect to any Confidential Information disclosed to it which: (a) the Receiving Party can demonstrate was already known to it (without obligation of confidentiality) at the time of its receipt hereunder; (b) is or becomes generally available to the public other than by means of breach of this Agreement or any other agreement any party may have with the Disclosing Party; (c) is independently obtained from a third party (other than any Authorized Recipient) without obligation to maintain confidentiality and whose disclosure to the Receiving Party does not violate a duty of confidentiality; or (d) is independently developed by or on behalf of the Receiving Party without use of, reference to, or reliance on any Confidential Information of the Disclosing Party. The Receiving Party acknowledges that the privacy and data security laws in some jurisdictions may prohibit or render ineffective some or all of the foregoing exclusions. If the Receiving Party is required by a court, regulator, or other body of competent jurisdiction to disclose the Disclosing Party’s Confidential Information, the Receiving Party may disclose only so much of the Disclosing Party’s Confidential Information as is legally required, provided that, where practicable and permissible, the Receiving Party has given notice of such compelled disclosure to the Disclosing Party and has given the Disclosing Party a reasonable opportunity to object to such disclosure and has provided reasonable assistance in obtaining and enforcing a protective order or other appropriate means of safeguarding any Confidential Information so required to be disclosed.

Exceptions to obligations. The Receiving Party provisions of Clause 5.1 shall have no obligation under this Section 4 with respect not apply to any Confidential Information disclosed to it which: (a) which the Receiving Party can demonstrate was already known by reasonable, written evidence: was, prior to it (without obligation of confidentiality) at the time of its receipt hereunderby the Receiving Party from the Disclosing Party, in the possession of the Receiving Party and at its free disposal; (b) or is subsequently disclosed to the Receiving Party without any obligations of confidence by a third party who has not derived it directly or indirectly from the Disclosing Party; or is independently developed by the Receiving Party by individuals who have not had any direct or indirect access to the Disclosing Party’s Confidential Information; or is or becomes generally available to the public other than by means of breach of this Agreement through no act or any other agreement any party may have with the Disclosing Party; (c) is independently obtained from a third party (other than any Authorized Recipient) without obligation to maintain confidentiality and whose disclosure to the Receiving Party does not violate a duty of confidentiality; or (d) is independently developed by or on behalf default of the Receiving Party without use ofor its agents, reference toPersonnel, or reliance on any Confidential Information of Affiliates. Disclosure in accordance with legal obligations. To the Disclosing Party. The Receiving Party acknowledges extent that the privacy and data security laws in some jurisdictions may prohibit or render ineffective some or all of the foregoing exclusions. If the Receiving Party is required by a court, regulator, or other body of competent jurisdiction to disclose the Disclosing Party’s Confidential Information, the Receiving Party may disclose only so much any of the Disclosing Party’s Confidential Information as is legally requiredby order of a court or other public body that has jurisdiction over it or under other statutory or regulatory obligations it may do so, provided that, where practicable and permissible, before making such a disclosure the Receiving Party has given notice of such compelled disclosure to shall, unless it is prohibited from so doing by law: inform the Disclosing Party of the proposed disclosure as soon as possible, in any event, no later than five (5) business days after becoming aware of the proposed disclosure; and has given cooperate with the Disclosing Party a reasonable opportunity Party's reasonable, lawful efforts to object to resist, limit or delay such disclosure (at the cost and has provided reasonable assistance in obtaining and enforcing a protective order or other appropriate means expense of safeguarding the Disclosing Party). Disclosure of any Confidential Information so required pursuant to any such order or requirement shall not be discloseddeemed to render it non-confidential and the Receiving Party’s obligations with respect to such Confidential Information shall not be changed or lessened by virtue of any such disclosure, unless such disclosure results in one or more of the exceptions listed in Clause 5.2 above applying to that Confidential Information.

Exceptions to obligations. The Notwithstanding anything to the contrary herein, the Receiving Party shall have no obligation under this Section 4 with respect to preserve the confidential nature of any Confidential Information disclosed to it which: (a) was within the Receiving Party’s possession prior to its being disclosed by the Disclosing Party, provided that the source of such information was not known or reasonably suspected by the Receiving Party can demonstrate was already known to it (without be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality) at confidentiality to the time of its receipt hereunderDisclosing Party with respect to such information; (b) is or becomes generally available to the public at a later date by other than by means of breach of this Agreement or any other agreement any party may have with the Disclosing Partyunauthorized disclosure; (c) at any time is independently obtained from a third party (other than any Authorized Recipient) without obligation to maintain confidentiality and whose disclosure to received in good faith by the Receiving Party does from a source other than the Disclosing Party or any of its Representatives, provided that such source is not violate known or reasonably suspected by the Receiving Party to be bound by a duty confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentialityconfidentiality to the Disclosing Party with respect to such information; or (d) is independently developed by or on behalf of the Receiving Party without use of, reference to, or reliance on any Confidential Information of the Disclosing Party. The Receiving Party acknowledges that the privacy and data security laws in some jurisdictions may prohibit or render ineffective some or all of the foregoing exclusions. If the Receiving Party is required by a court, regulator, or other body of competent jurisdiction to disclose the Disclosing Party’s Confidential Information, as proven by collaboration of evidence; or (e) is released for disclosure by the Disclosing Party with its written consent. Notwithstanding the foregoing, the Receiving Party may disclose only so much that part of the Disclosing Party’s Confidential Information as which: (a) it is legally requiredrequired to disclose to a United States governmental agency in response to a valid court order or subpoena, provided that, where practicable and permissible, but only after the Receiving Party has given notice of such compelled disclosure to first promptly notifies the Disclosing Party and has given of such order or subpoena to allow the Disclosing Party a reasonable the opportunity to object seek to such disclosure and has provided reasonable assistance in obtaining and enforcing quash the subpoena or seek a protective order order; (b) is necessary to establish the rights under this Agreement; or other appropriate means of safeguarding any Confidential Information so (c) it otherwise required to be disclosedby law.

Exceptions to obligations. The Receiving Party provisions of Clause 1.9 shall have no obligation under this Section 4 with respect continue [without limit of time], but not apply to any Confidential Information disclosed to it which: (a) which the Receiving Party can demonstrate was already known by reasonable, written evidence: was, prior to it (without obligation of confidentiality) at the time of its receipt hereunderby the Receiving Party from the Disclosing Party, in the possession of the Receiving Party and at its free disposal; (b) or is subsequently disclosed to the Receiving Party without any obligations of confidence by a third party who has not derived it directly or indirectly from the Disclosing Party; or is independently developed by the Receiving Party by individuals who have not had any direct or indirect access to the Disclosing Party’s Confidential Information; or is or becomes generally available to the public other than by means of breach of this Agreement through no act or any other agreement any party may have with the Disclosing Party; (c) is independently obtained from a third party (other than any Authorized Recipient) without obligation to maintain confidentiality and whose disclosure to the Receiving Party does not violate a duty of confidentiality; or (d) is independently developed by or on behalf default of the Receiving Party without use ofor its agents, reference to, employees or reliance on any Confidential Information of Affiliates. Disclosure in accordance with legal obligations. To the Disclosing Party. The Receiving Party acknowledges extent that the privacy and data security laws in some jurisdictions may prohibit or render ineffective some or all of the foregoing exclusions. If the Receiving Party is required by a court, regulator, or other body of competent jurisdiction to disclose the Disclosing Party’s Confidential Information, the Receiving Party may disclose only so much any of the Disclosing Party’s Confidential Information by order of a court or other public body that has jurisdiction over it or under other legal obligations, such as is legally requiredunder a bona fide freedom of information request, it may do so, provided that, where practicable and permissible, before making such a disclosure the Receiving Party has given notice of such compelled disclosure to shall, unless the circumstances prohibit: inform the Disclosing Party of the proposed disclosure as soon as possible, in any event, no later than five (5) working days after becoming aware of the proposed disclosure; and has given permit the Disclosing Party a reasonable opportunity to object to such make representations (written or otherwise) in respect of the disclosure and has provided reasonable assistance in obtaining and enforcing a protective order or other appropriate means and/or confidential treatment of safeguarding any the Confidential Information so required to be disclosedInformation.