Common use of Exclusions from Nondisclosure and Nonuse Obligations Clause in Contracts

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. The Receiving Party’s obligations under Section 4.1 of each of the parties, as Recipient, 8.2 (“Nondisclosure and Nonuse Obligations”) with respect to any portion of the Confidential Information of the other party, as Discloser, shall not apply to any such portion that such Recipient which the Receiving Party can document: demonstrate, (a) was in the public domain at or subsequent to the time such portion was communicated to such Recipient the Receiving Party by such Discloser the Disclosing Party through no fault of such Recipient, the Receiving Party; (b) was rightfully in such Recipientthe Receiving Party’s possession free of any obligation of confidence at or subsequent to the time such portion was communicated to such Recipient the Receiving Party by such Discloser, the Disclosing Party; or (c) was developed by employees or agents of such Recipient the Receiving Party independently of and without reference to any information communicated to such Recipient the Receiving Party by such Discloser, or (d) was communicated by such Discloser to an unaffiliated third party free of any obligation of confidencethe Disclosing Party. A disclosure by each of the parties, as Recipient, of Confidential Information of by the other partyReceiving Party, as Discloser, whether either (ia) in response to a valid order by a court or other governmental body, (iib) otherwise required by law, or (iiic) 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 that the Receiving Party shall provide prompt prior written notice thereof to such Discloser the Disclosing Party to enable such Discloser the Disclosing Party to seek a protective order or otherwise prevent such disclosure.

Exclusions from Nondisclosure and Nonuse Obligations. The Recipient’s obligations under Section 4.1 of each of the parties, as Recipientsubparagraph b (“Nondisclosure and Nonuse Obligations”), with respect to any portion of the Confidential Information of the other party, as DiscloserInformation, shall not apply to any such portion that such Recipient can document: document either (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, ; or (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, any portion of Confidential Information of the other partyInformation, as Discloser, whether either (ia) in response to a valid order by a court or other governmental body, or (iib) 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 that 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. The obligations under this Section 4.1 9 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 '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 either of the parties, as Recipient, of Confidential Information of the other party, as Discloser, whether either (i) in response to a valid order by a court or other governmental body, ; (ii) as otherwise required by law, ; or (iii) as 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 that 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. The obligations under this Section 4.1 7 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 '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 either of the parties, as Recipient, of Confidential Information of the other party, as Discloser, whether either (i) in response to a valid order by a court or other governmental body, ; (ii) as otherwise required by law, ; or (iii) as 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 that 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. The obligations under Section 4.1 Paragraph 2 (“Nondisclosure and Nonuse Obligations”) 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 either (ia) in response to a valid order by a court or other governmental body, (iib) otherwise required by law, or (iiic) 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. The obligations under Section 4.1 Paragraph 2 (“Nondisclosure and Nonuse Obligations”) of each of the partiesParties, as Recipient, with respect to any portion of the Confidential Information of the other partyParty, 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 partiesParties, as Recipient, of Confidential Information of the other partyParty, as Discloser, whether either (ia) in response to a valid order by a court or other governmental body, (iib) otherwise required by law, or (iiic) necessary to establish the rights of either party 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. The obligations under Section 4.1 Paragraph 2 (“Nondisclosure and Nonuse Obligations”) 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 '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 either (ia) in response to a valid order by a court or other governmental body, (iib) otherwise required by law, or (iiic) 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. The Receiving Party’s obligations under Section 4.1 of each of the parties, as Recipient, 7.2 with respect to any portion of the Confidential Information of the other party, as Discloser, shall not apply to any such portion that such Recipient which the Receiving Party can document: demonstrate, (a) was in the public domain at or subsequent to the time such portion was communicated to such Recipient the Receiving Party by such Discloser through no fault the Disclosing Party, except (i) by breach of such Recipient, this Agreement by the Receiving Party or (ii) disclosure by any person to whom Confidential Information was disclosed under this Agreement; (b) was rightfully in such Recipientthe Receiving Party’s possession possession, free of any obligation of confidence confidence, at or subsequent to the time such portion was communicated to such Recipient the Receiving Party by such Discloser, the Disclosing Party as demonstrated by prior existing documentation; or (c) was developed by employees or agents of such Recipient the Receiving Party independently of and without reference to any information communicated to such Recipient the Receiving Party by such Discloser, or (d) was communicated by such Discloser to an unaffiliated third party free of any obligation of confidencethe Disclosing Party. A disclosure by each of the parties, as Recipient, of Confidential Information of by the other partyReceiving Party, as Discloser, whether either (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 that the Receiving Party shall provide prompt prior written notice thereof to such Discloser the Disclosing Party to enable such Discloser the Disclosing Party to seek a protective order or otherwise prevent such disclosure.

Exclusions from Nondisclosure and Nonuse Obligations. The obligations under Section 4.1 Paragraph 2 ("Nondisclosure and Nonuse Obligations") 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 '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 either (ia) in response to a valid order by a court or other governmental body, (iib) otherwise required by law, or (iiic) 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. The Each party's obligations under Section 4.1 of each of the parties, as Recipient, Paragraph # 2 (“Nondisclosure and Nonuse Obligation”) with respect to any portion of the other party's Confidential Information of the other party, as Discloser, shall not apply to information that the party seeking to avoid its obligation under such portion that such Recipient Paragraph can document: (a) was in the public domain at or subsequent to the time such portion it was communicated to such Recipient by such Discloser through no fault of such Recipient, ; (b) was rightfully in such Recipient’s 's possession free of any obligation of confidence at or subsequent to the time such portion it 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 the 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, 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, that the party disclosing such Recipient information shall provide prompt prior written notice thereof to such Discloser the other party to enable such Discloser it to seek a protective order or otherwise prevent such disclosure.

Exclusions from Nondisclosure and Nonuse Obligations. The Receiving Party's obligations under Section 4.1 of each of the parties, as Recipient, 8.2 ("Nondisclosure and Nonuse Obligations") with respect to any portion of the Confidential Information of the other party, as Discloser, shall not apply to any such portion that such Recipient which the Receiving Party can document: demonstrate, (a) was in the public domain at or subsequent to the time such portion was communicated to such Recipient the Receiving Party by such Discloser the Disclosing Party through no fault of such Recipient, the Receiving Party; (b) was rightfully in such Recipient’s the Receiving Party's possession free of any obligation of confidence at or subsequent to the time such portion was communicated to such Recipient the Receiving Party by such Discloser, the Disclosing Party; or (c) was developed by the employees or agents of such Recipient the Receiving Party independently of and without reference to any information communicated to such Recipient the Receiving Party by such Discloser, or (d) was communicated by such Discloser to an unaffiliated third party free of any obligation of confidencethe Disclosing Party. A disclosure by each of the parties, as Recipient, of Confidential Information of by the other partyReceiving Party, as Discloser, whether either (ia) in response to a valid order by a court or other governmental body, (iib) otherwise required by law, or (iiic) necessary to establish the rights of either party under this AgreementSublicense, shall not be considered to be a breach of this Agreement by such Recipient sublicense or a waiver of confidentiality for other purposes; shall not be considered to be a breach of this Sublicense or a waiver of confidentiality for other purposes; provided, however, such Recipient that the Receiving Party shall provide prompt prior written notice thereof to such Discloser the Disclosing Party to enable such Discloser the Disclosing Party to seek a protective order or otherwise prevent such disclosure.