Exceptions to Proprietary Information Clause Samples

Exceptions to Proprietary Information. As used herein, "Proprietary Information" does not include information:. (a) that at the time of disclosure to the receiving party is or later becomes generally available to the public through no fault of the receiving party; (b) that is demonstrated to have been in the receiving party's possession prior to the time of disclosure by the disclosing party; (c) that is demonstrated by a preponderance of the evidence to have been independently developed by the receiving party's personnel without reference to Proprietary Information of the disclosing party; and (d) received from a third party, unless such information is obtained subject to a confidential disclosure agreement.

Exceptions to Proprietary Information. The definition of Proprietary Information set forth in Section 2 above does not include any information, which (i) was publicly available at the time of disclosure; (ii) became publicly available through no act or failure to act on the part of Kolorfusion; (iii) was already in Kolorfusion's rightful possession prior to disclosure, as evidenced by Kolorfusion's written record, and which was not the subject of an earlier proprietary relationship with Polaris, its subsidiaries, affiliates or predecessors; (iv) was disclosed to Kolorfusion by a third party having no duty of confidentiality to Polaris or any other third party; or

Exceptions to Proprietary Information. Proprietary Information shall not include information that: a) is publicly known at the time of disclosure under this Agreement, or becomes publicly known after disclosure without breach of this Agreement by the Receiving Party; b) prior to disclosure under this Agreement was already in the possession of the Receiving Party as established by documentary evidence dated prior to the date of disclosure; c) after disclosure under this Agreement is obtained from a third party who is rightfully in possession of such information and not subject to a confidentiality obligation with respect to said information, or d) is independently developed by or for the Receiving Party without use of or recourse to the Proprietary Information of the Disclosing Party. The fact that individual elements of the Disclosing Party’s Proprietary Information may come within the above exceptions shall not relieve the Receiving Party of its obligations hereunder unless all elements and their specific combinations disclosed in such Proprietary Information come within the above exceptions.

Exceptions to Proprietary Information. The definition of Proprietary Information set forth in Section 1 above does not include any information, which : i. Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. ii. Information a party lawfully receives from a third party without restrictions on disclosure and without breach of a nondisclosure obligation. iii. Information that the Recipient knew prior to receiving any Confidential Information from the Disclosing Party. iv. Information that the Recipient independently develops without reliance on any Confidential Information from Disclosing Party. v. the Recipient is required to disclose by law, by any court of competent jurisdiction or by a governmental or regulatory authority provided that the Recipient shall give prompt notice in writing to Disclosing Party of such requirement to disclose.

Exceptions to Proprietary Information. Without granting any right or license, the Disclosing Party agrees that the obligations set forth in Section 14.2 (Confidentiality Obligation) above shall not apply to the extent that Proprietary Information includes information which the Receiving Party can document: (i) is or has become readily publicly available without restriction through no fault of the Receiving Party or its employees or agents; or (ii) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; or (iii) was rightfully in the possession of the Receiving Party without restriction prior to its disclosure by the other party; or (iv) was independently developed by employees or consultants of the Receiving Party. Notwithstanding the foregoing, the Cisco Technology and any and all improvements, modifications and derivative works of the Cisco Technology produced by or on behalf of Interphase shall be deemed Proprietary Information solely of Cisco and exceptions (iii) and (iv) above will not be applicable to such improvements, modifications and derivative works of the Cisco Technology. Notwithstanding the foregoing, the Interphase Technology and any and all improvements, modifications and derivative works of the Interphase Technology produced by or on behalf of Cisco shall be deemed Proprietary Information solely of Interphase and exceptions (iii) and (iv) above will not be applicable to such improvements, modifications and derivative works of the Interphase Technology.

Exceptions to Proprietary Information. The term “Proprietary Information” set forth in paragraph 2 above does not include information that (a) becomes generally available to the public other than as a result of a disclosure by the receiving party or its Related Persons, (b) was available to the receiving party on a non-confidential basis prior to the date hereof or prior to its disclosure to the receiving party by the disclosing party or its Related Persons, (c) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Related Persons, provided that such source is not, to the receiving party’s knowledge, bound by a confidentiality agreement with the disclosing party or any of its Related Persons, or (d) is independently developed by the receiving party without using the disclosing party’s Proprietary Information by persons who did not have access to the disclosing party’s Proprietary Information.

Exceptions to Proprietary Information. Notwithstanding the definition set forth in Section 6, Proprietary Information does not include information that I can show by competent proof: (a) was generally known to the relevant public at the time of disclosure, or became generally known after disclosure to me other than through disclosure, directly or indirectly, by Employee; (b) was lawfully received by me from a third party without breach of any confidentiality obligation; (c) was known to me prior to receipt from the Company or (d) was independently developed by me without breach of any obligation of confidentiality or non-use.

Exceptions to Proprietary Information. Proprietary information shall not include information which: (a) is or hereafter becomes publicly available other than as a result of a breach by the Parties (or a Party) of its obligations under this Agreement; or (b) is rightfully received by the Parties other than pursuant to this Agreement and the relationship between the parties from a third party without breach of (i) this Agreement or (ii) a confidential relationship with the other party to this Agreement, or (c) was, before the Parties commenced discussion concerning the Transaction, already lawfully in the receiving Party’s or their directors', officers' employees', consultants', or agents' possession as can be demonstrated by written records or other reasonable evidence.