Excluded Information. For purposes of this Agreement, the term “confidential and proprietary information” shall not include (i) information already known or independently developed by the recipient without the use of any confidential and proprietary information, or (ii) information known to the public through no wrongful act of the recipient.
Excluded Information. There will be no obligation of confidentiality or restriction on the use of information where:
4.1 The information is publicly available, or becomes publicly available otherwise than by action of the Bidder; or
4.2 The information was already known to the Bidder (as evidenced by its written records) prior to its receipt under this or any previous confidentiality agreement between the parties or their affiliates; or
4.3 The information was received from another party not in breach of an obligation of confidentiality.
Excluded Information. Confidential Information shall not include information: (a) which was known to the Recipient prior to the Recipient’s receipt from the Company; (b) which is now or shall hereafter become, through no act or failure to act upon the part of the Recipient in violation of this Agreement, generally or publicly known; (c) which is hereafter furnished to the Recipient by a third party acting lawfully and without restriction on disclosure; or (d) which is independently developed by the Recipient without the use of the Confidential Information.
Excluded Information. Even if marked as confidential, the obligations in this Section 19 will not apply to information other than Personal Information that is generally available to or known to the public, known by the Receiving Party without obligation of confidentiality before the negotiations leading to this Agreement as demonstrated by the Receiving Party’s written records, independently developed by Receiving Party outside the scope of this Agreement as demonstrated by Receiving Party’s written records, or lawfully disclosed to Receiving Party without restriction by a third party having the right to make the disclosure or required to be publicly disclosed to a tribunal. In the case of required disclosures by Contractor to tribunals, Contractor will promptly notify YHI and at no charge to YHI fully assist (but not itself pursue) YHI to obtain protective orders maintaining the confidentiality of the information.
Excluded Information. Notwithstanding anything in Section 4.1 to the contrary, the term "Confidential Information" shall not include any data or information that (a) is voluntarily disclosed by the Company or has otherwise become generally known to the insurance industry (except for such public disclosure that has been made by or through Executive or by a third person with the knowledge of Executive without authorization by the Company); (b) has been independently developed and disclosed by parties other than Executive or the Company to the public generally without a breach of any obligation of confidentiality by any such person running directly or indirectly to the Company; or (c) otherwise enters the public domain through lawful means.
Excluded Information. Notwithstanding paragraph 3(a), Protected Information excludes any information that is or becomes part of the public domain through no act or failure to act on the part of EMPLOYEE. Specifically, employees shall be permitted to retain as part of their personal portfolio copies of the employees’ original artwork and designs, provided the artwork or designs have become part of the public domain. In any dispute between the parties with respect to this exclusion, the burden of proof will be on EMPLOYEE and such proof will be by clear and convincing evidence.
Excluded Information. Notwithstanding any provision herein to the contrary, the requirements of this Article XIII shall not apply to any information of either Party which:
(a) at the time of disclosure hereunder is generally available to the public;
(b) after disclosure hereunder becomes generally available to the public, except through breach of this Article XIII by the receiving Party or its Affiliates;
(c) was not acquired directly or indirectly from the disclosing Party or its Affiliates and which the receiving Party lawfully had in its possession prior to disclosure by the disclosing Party without confidentiality, nondisclosure and non-use obligations;
(d) is independently developed by employees or agents of the receiving Party without the use of the Confidential Information of the disclosing Party; or
(e) becomes available to the receiving Party from a Third Party that is not legally prohibited from disclosing such Confidential Information, provided such information was not acquired by such Third Party directly or indirectly from the disclosing Party or its Affiliates.
Excluded Information. The obligations of the Parties under this Agreement shall not extend to or include Confidential Information exchanged between the Parties that:
(a) Is or becomes publicly available without the fault of the receiving Party;
(b) Is obtained by the receiving Party from a source other than the disclosing Party and where such source was free of any restrictions owed to the disclosing Party on its use or disclosure;
(c) Was in the receiving Party’s possession prior to the receiving Party’s receipt thereof from the disclosing Party, without any restriction owed to the disclosing Party on its use or disclosure;
(d) Is required to be disclosed by operation of law, judicial or administrative procedure, decree or order or by any regulation or law, subject to Section 6.5 hereof; or
(e) Is independently developed by Persons who did not have access to the Confidential Information.
Excluded Information. [[The] [Each] Assignee acknowledges and agrees that (i) the Assignor may possess or come into possession of additional information regarding the Assigned Interest or the Credit Parties at the time of or at any time after the transactions contemplated by this Assignment and Acceptance are consummated that was not known to such Assignee or the Assignor as of the Effective Date and that, when taken together with information that was known to the Assignor at the time such assignment was consummated, may be information that would have been material to such Assignee’s decision to enter into the assignment of such Assigned Interests (“Assignor Known Excluded Information”), (ii) such Assignee will independently make its own analysis and determination to enter into an assignment of its Assigned Interests and to consummate the transactions contemplated hereby notwithstanding such Assignee’s lack of knowledge of Assignor Known Excluded Information and (iii) none of the Assignor, the Credit Parties, the Sponsor or any other Person shall have any liability to such Assignee with respect to the nondisclosure of the Assignor Known Excluded Information.]2 [[The] [Each] Assignor acknowledges and agrees that (i) the Assignee may possess or come into possession of additional information regarding the Assigned Interests or the Credit Parties at any time after the transactions contemplated by this Assignment and Acceptance are consummated that was not known to such Assignor or the Assignee as of the Effective Date and that, when taken together with information that was known to the Assignee at the time such assignment was consummated, may be information that would have been material to such Assignor’s decision to enter into the assignment of such Assigned Interests (“Assignee Known Excluded Information”), (ii) such Assignor will independently make its own analysis and determination to enter into an assignment of its Assigned Interests and to consummate the assignment hereby notwithstanding such Assignor’s lack of knowledge of Assignee Known Excluded Information and (iii) none of the Assignee, the Credit Parties, the Sponsor or any other Person shall have any liability to such Assignor with respect to the nondisclosure of the Assignee Known Excluded Information.]3 2 Include if Assignor is an Affiliated Lender 3 Include if Assignee is an Affiliated Lender EXECUTION VERSION THIS GUARANTEE, dated as of December 2, 2016 (as the same may be amended, restated, amended and restated, su...
Excluded Information. A complete list, by non-confidential descriptive title of all Contributions, Inventions, ideas, reports or other creative works, if any, made or conceived by me prior to my employment by the Company and intended to be excluded from this Agreement, is attached as Exhibit B. I shall not assert any rights under any Contributions, Inventions, ideas, reports or other creative works as having been made or acquired by me prior to my being employed by the Company, unless such Contributions, Inventions, ideas, reports or other creative works are identified on Exhibit B. If, after the date of this Agreement, I believe that any Contribution or Invention is excluded from this Agreement, I agree to obtain written authorization from the Company, prior to applying for any patent on the Contribution or Invention, and prior to taking any steps to commercially exploit the Contribution or Invention.
