Exclusions from Nondisclosure and Nonuse Obligations. A Confidential Information disclosure by Vendor or Participant either (i) in response to an enforceable order by a court or other governmental body or (ii) as otherwise required by law, shall not be a breach of this Agreement by Vendor or Participant, as applicable, provided, however, Vendor or Participant, as applicable, shall (i) provide prompt prior written notice of any such Confidential Information disclosure to MLS GRID (to the extent allowed by applicable law) to enable MLS GRID to seek a protective order or otherwise prevent such disclosure and (ii) disclose the minimum amount of Confidential Information required subject to the maximum confidentiality protections.
Exclusions from Nondisclosure and Nonuse Obligations. The obligations under Section 4.1 of each of the parties, as Recipient, with respect to any portion of the Confidential Information of the other party, as Discloser, shall not apply to such portion that such Recipient can document: (a) was in the public domain at or subsequent to the time such portion was communicated to such Recipient by such Discloser through no fault of such Recipient, (b) was rightfully in such Recipient’s possession free of any obligation of confidence at or subsequent to the time such portion was communicated to such Recipient by such Discloser, (c) was developed by employees or agents of such Recipient independently of and without reference to any information communicated to such Recipient by such Discloser, or (d) was communicated by such Discloser to an unaffiliated third party free of any obligation of confidence. A disclosure by each of the parties, as Recipient, of Confidential Information of the other party, as Discloser, whether (i) in response to a valid order by a court or other governmental body, (ii) otherwise required by law, or (iii) necessary to establish the rights of either party under this Agreement, shall not be considered to be a breach of this Agreement by such Recipient or a waiver of confidentiality for other purposes; provided, however, such Recipient shall provide prompt prior written notice thereof to such Discloser to enable such Discloser to seek a protective order or otherwise prevent such disclosure.
Exclusions from Nondisclosure and Nonuse Obligations. Contractor’s obligations under Section 9 (Nondisclosure and Nonuse Obligations) will not apply to any Confidential Information that Contractor can demonstrate (a) was in the public domain at or subsequent to the time such Confidential Information was communicated to Contractor by Company through no fault of Contractor; (b) was rightfully in Contractor’s possession free of any obligation of confidence at or subsequent to the time such Confidential Information was communicated to Contractor by Company; or (c) was developed by employees of Contractor independently of and without reference to any Confidential Information communicated to Contractor by Company. A disclosure of any Confidential Information by Contractor (i) in response to a valid order by a court or other governmental body or (ii) as otherwise required by law will not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Contractor will provide prompt prior written notice thereof to Company to enable Company to seek a protective order or otherwise prevent such disclosure.
Exclusions from Nondisclosure and Nonuse Obligations. Contractor’s obligations under Paragraph 5.2 (Nondisclosure and Nonuse Obligations) with respect to any portion of the Confidential Information shall not apply to any such portion which Contractor can demonstrate, (a) was in the public domain at or subsequent to the time such portion was communicated to Contractor by Northstar through no fault of Contractor; (b) was rightfully in Contractor’s possession free of any obligation of confidence at or subsequent to the time such portion was communicated to Contractor by Northstar; or (c) was developed by employees of Contractor independently of and without reference to any information communicated to Contractor by Northstar. A disclosure of Confidential Information by Contractor, either (a) in response to a valid order by a court or other governmental body, (b) otherwise required by law, or (c) necessary to establish the rights of either party under this Agreement, shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Contractor shall provide prompt prior written notice thereof to Northstar to enable Northstar to seek a protective order or otherwise prevent such disclosure.
Exclusions from Nondisclosure and Nonuse Obligations. Consultant’s obligations under Section 5.2 do not apply to any Confidential Information that Consultant can demonstrate (a) was in the public domain at or subsequent to the time the Confidential Information was communicated to Consultant by Company through no fault of Consultant; (b) was rightfully in Consultant’s possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to Consultant by Company; or (c) was independently developed by employees of Consultant without use of, or reference to, any Confidential Information communicated to Consultant by Company. A disclosure of any Confidential Information by Consultant (a) in response to a valid order by a court or other governmental body or (b) as otherwise required by law will not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Consultant provides prompt prior written notice thereof to Company to enable Company to seek a protective order or otherwise prevent the disclosure.
Exclusions from Nondisclosure and Nonuse Obligations. Recipient’s obligations under Section 2 (Nondisclosure and Nonuse Obligations) shall not apply to any of Discloser’s Confidential Information that Recipient can document: (a) was in the public domain at or subsequent to the time such Confidential Information was communicated to Recipient by Discloser through no fault of Recipient; (b) was rightfully in Recipient’s possession free of any obligation of confidence at or subsequent to the time such Confidential Information was communicated to Recipient by such Discloser; (c) was developed by employees or agents of Recipient independently of and without reference to any of Discloser’s Confidential Information; or (d) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. A disclosure by Recipient of any of Discloser’s Confidential Information (a) in response to a valid order by a court or other governmental body; (b) as otherwise required by law; or
Exclusions from Nondisclosure and Nonuse Obligations. Consultant’s obligations under this Section 6 with respect to any portion of the Confidential Information of the Company shall not apply to any such portion that Consultant can demonstrate (i) was in the public domain at or subsequent to the time such portion was communicated to Consultant by the Company through no fault of Consultant, or (ii) was rightfully in Consultant’s possession free of any obligation of confidence at or subsequent to the time such portion was communicated to Consultant by the Company. A disclosure of Confidential Information by Consultant either in response to a valid order by a court or other governmental body, otherwise required by law, or necessary to establish the rights of either party under this Agreement shall not be considered a breach of this Agreement or a waiver of confidentiality for other purposes, provided, however, that Consultant shall provide prompt prior written notice thereof to the Company to enable the Company to seek a protective order or otherwise prevent such disclosure.
Exclusions from Nondisclosure and Nonuse Obligations. The Advisor’s obligations under Section 6.2(b) with respect to any portion of Confidential Information shall not apply to any information that (i) was in the public domain at or subsequent to the time it was communicated to the Advisor by the Company or a Company authorized person through no fault of the Advisor, (ii) was rightfully in the Advisor’s possession free of any obligation of confidence at or subsequent to the time it was communicated to the Advisor by the Company or a Company authorized person, (iii) was developed by employees or agents of the Advisor independently of and without reference to any information communicated to the Advisor by the Company or a Company authorized person, or (iv) is being disclosed by the Advisor in response to a valid order by a court or other governmental body, or otherwise as required by law.
Exclusions from Nondisclosure and Nonuse Obligations. Each party's obligations under Section 2 of this Agreement with respect to any portion of the other party's Confidential Information shall terminate when the party seeking to avoid its obligation under such Section can document that: (i) the applicable information was in the public domain at or subsequent to the time it was communicated to receiving party by the disclosing party through no fault of the receiving party; (ii) it was rightfully in receiving party’s possession free of any obligation of confidence at or subsequent to the time it was communicated to receiving party by disclosing party; (iii) it was developed by employees or agents of receiving party independently of and without reference to any information communicated to receiving party by disclosing party; (iv) it was communicated by the disclosing party to an unaffiliated third party free of any obligation of confidence; or (v) the communication was in response to a valid order by a court or other governmental body, was otherwise required by law, or was necessary to establish the rights of either party under this Agreement; provided, however, that prior to any communication under Section 3(v) hereof, the communicating party will have given written notice to the other party of its intended disclosure. The Receiving party agrees to identify and furnish reasonable proof of the facts supporting any of the exclusions set forth in this Section 3 to the satisfaction of the disclosing party prior to disclosing the other party’s Confidential Information outside of the permitted uses under Section 2 hereof.
Exclusions from Nondisclosure and Nonuse Obligations. The obligations under Section 8.2 (“Nondisclosure and Nonuse Obligations”) of the Receiving Party, with respect to any portion of the Confidential Information of the Disclosing Party, shall not apply to such portion that such Receiving Party can document: (i) was in the public domain at or subsequent to the time such portion was communicated to the Receiving Party by the Disclosing Party through no fault of the Receiving Party, (ii) was rightfully in the Receiving Party’s possession free of any obligation of confidence at or subsequent to the time such portion was communicated to the Receiving Party by the Disclosing Party, (iii) was developed by employees or agents of such Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party, or (iv) was communicated by the Disclosing Party to an unaffiliated third party free of any obligation of confidence. A disclosure by the Receiving Party of Confidential Information of the Disclosing Party, either (i) in response to a valid order by a court or other governmental body, (ii) in a filing with the U.S. Securities Exchange Commission (the “SEC”) if required by law, (iii) as otherwise required by law, (iv) to any prospective purchaser of the shares or substantially all of the assets of the Receiving Party for so long as such prospective purchaser agrees in writing to be bound by the confidentiality provisions in this Section 8 (“Confidentiality”) or (v) as is necessary to establish the rights of either party under this Agreement, shall not be considered to be a breach of this Agreement by the Receiving Party or a waiver of confidentiality for other purposes; provided, however, the Receiving Party shall provide prompt prior written notice thereof to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent such disclosure, if applicable.
