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

Exclusions from Nondisclosure and Nonuse Obligations. Van Naarden's obligations under Paragraph 5.2(b) ("Nondisclosure and Nonuse Obligations") with respect to any portion of the Confidential Information shall not apply to any such portion which Van Naarden can demonstrate, (a) was, through no fault of Van Naarden, in the public domain at the time such portion was communicated to Van Naarden by Immersion; (b) was rightfully in Van Naarden's possession free of any obligation of confidence at the time such portion was communicated to Van Naarden by Immersion; or (c) was developed by Van Naarden independently of and without reference to any information communicated to Van Naarden by Immersion. A disclosure of Confidential Information by Van Naarden, 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 Van Naarden shall provide prompt prior written notice thereof to Immersion to enable Immersion to seek a protective order or otherwise prevent such disclosure. Nothing in this Agreement shall be interpreted or construed as granting a license to Van Naarden under Immersion's patents, copyrights or trademarks, except as necessary to carry out Project Assignment(s)

Exclusions from Nondisclosure and Nonuse Obligations. Van Naarden's The obligations under Paragraph 5.2(b) 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 any such portion which Van Naarden that such Recipient can demonstrate, document: (a) was, through no fault of Van Naarden, was in the public domain at or subsequent to the time such portion was communicated to Van Naarden such Recipient by Immersion; such Discloser through no fault of such Recipient, (b) was rightfully in Van Naarden's such Recipient’s possession free of any obligation of confidence at or subsequent to the time such portion was communicated to Van Naarden such Recipient by Immersion; or such Discloser, (c) was developed by Van Naarden employees or agents of such Recipient independently of and without reference to any information communicated to Van Naarden such Recipient by Immersionsuch Discloser, or (d) was communicated by such Discloser to an unaffiliated third party free of any obligation of confidence. A disclosure by a Party, as Recipient, of Confidential Information by Van Naardenof the other Party, either as Discloser (a) in response to a valid order by a court or other governmental body, including an order of the Court under the Colorado Open Records Act (b) or as otherwise required by law, or (c) 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, that Van Naarden such Recipient shall provide prompt prior written notice thereof to Immersion such Discloser to enable Immersion such Discloser to seek a protective order or otherwise prevent such disclosure. Nothing in this Agreement shall be interpreted or construed as granting a license to Van Naarden under Immersion's patents, copyrights or trademarks, except as necessary to carry out Project Assignment(s).

Exclusions from Nondisclosure and Nonuse Obligations. Van Naarden's The obligations under Paragraph 5.2(b) Section 11.2 of each of the parties, as Recipient ("Nondisclosure and Nonuse Obligations") together with its Representatives), with respect to any portion of the Confidential Information of the other party, as Disclosing Party, shall not apply to any such Confidential Information or portion which Van Naarden thereof that such Recipient can demonstrate, document: (a) was, through no fault was in or becomes a part of Van Naarden, in the public domain at or subsequent to the time such Confidential Information or portion thereof was communicated to Van Naarden such Recipient or its Representatives by Immersion; such Disclosing Party or its Representatives through no improper action or inaction of such Recipient or such Recipient's Representatives, (b) was rightfully in Van Naardensuch Recipient's or its Representatives' possession free of any obligation of confidence at or subsequent to the time such Confidential Information or portion thereof was communicated to Van Naarden such Recipient or its Representatives by Immersion; such Disclosing Party or its Representatives, or (c) was developed by Van Naarden such Recipient or its Representatives independently of and without reference to any information communicated to Van Naarden such Recipient or its Representatives by Immersionsuch Disclosing Party or its Representatives. A disclosure by either of the parties, as Recipient (together with its Representatives), of Confidential Information by Van Naardenof the other party, as Disclosing Party, either (a) in response to a valid subpoena or order by a court or other governmental body, (b) as otherwise required by law, or (c) 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, that Van Naarden such Recipient or its Representatives shall provide prompt sufficient prior written notice thereof to Immersion such Disclosing Party to enable Immersion such Disclosing Party to seek a protective order or otherwise prevent or limit the extent of such disclosure, and that such Recipient and its Representatives shall thereafter disclose only such Confidential Information as is reasonably necessary under the circumstances. Nothing in Each of the parties, as Recipient, agrees that the foregoing exceptions are to be narrowly construed and that its obligations (and those of its Representatives) under this Agreement shall be interpreted are released solely with respect to those specific portions of the Confidential Information of the other party, as Disclosing Party, that fall within the foregoing exceptions and not with respect to related portions, or construed as granting a license to Van Naarden under Immersion's patentsother combinations or characteristics of, copyrights or trademarks, except as necessary to carry out Project Assignment(s)the Confidential Information of such Disclosing Party.

Exclusions from Nondisclosure and Nonuse Obligations. Van Naarden's The obligations under Paragraph 5.2(b) Section 7.2 ("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 any such portion which Van Naarden that such Receiving Party can demonstrate, document: (ai) was, through no fault of Van Naarden, was in the public domain at or subsequent to the time such portion was communicated to Van Naarden the Receiving Party by Immersion; the Disclosing Party through no fault of the Receiving Party, (bii) was rightfully in Van Naardenthe Receiving Party's possession free of any obligation of confidence at or subsequent to the time such portion was communicated to Van Naarden the Receiving Party by Immersion; or the Disclosing Party, (ciii) was developed by Van Naarden employees or agents of such Receiving Party independently of and without reference to any information communicated to Van Naarden the Receiving Party by Immersionthe 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 by Van Naardenof the Disclosing Party, either (ai) in response to a valid order by a court or other governmental body, (bii) 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 7 ("Confidentiality") or (cv) 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, that Van Naarden the Receiving Party shall provide prompt prior written notice thereof to Immersion the Disclosing Party to enable Immersion the Disclosing Party to seek a protective order or otherwise prevent such disclosure. Nothing in this Agreement shall be interpreted or construed as granting a license to Van Naarden under Immersion's patents, copyrights or trademarks, except as necessary to carry out Project Assignment(s)if applicable.

Exclusions from Nondisclosure and Nonuse Obligations. Van Naarden's The obligations under Paragraph 5.2(b) 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 any such portion which Van Naarden that such Receiving Party can demonstrate, document: (ai) was, through no fault of Van Naarden, was in the public domain at or subsequent to the time such portion was communicated to Van Naarden the Receiving Party by Immersion; the Disclosing Party through no fault of the Receiving Party, (bii) was rightfully in Van Naarden's the Receiving Party’s possession free of any obligation of confidence at or subsequent to the time such portion was communicated to Van Naarden the Receiving Party by Immersion; or the Disclosing Party, (ciii) was developed by Van Naarden employees or agents of such Receiving Party independently of and without reference to any information communicated to Van Naarden the Receiving Party by Immersionthe 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 by Van Naardenof the Disclosing Party, either (ai) in response to a valid order by a court or other governmental body, (bii) 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 (cv) 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, that Van Naarden the Receiving Party shall provide prompt prior written notice thereof to Immersion the Disclosing Party to enable Immersion the Disclosing Party to seek a protective order or otherwise prevent such disclosure. Nothing in this Agreement shall be interpreted or construed as granting a license to Van Naarden under Immersion's patents, copyrights or trademarks, except as necessary to carry out Project Assignment(s)if applicable.

Exclusions from Nondisclosure and Nonuse Obligations. Van NaardenEach party's obligations under Paragraph 5.2(b) Section 4, ("Nondisclosure and Nonuse Obligations") with respect to any portion of the other party's Confidential Information Information, shall not apply terminate when the party seeking to any avoid its obligation under such portion which Van Naarden section can demonstrate, document that: (ai) was, through no fault of Van Naarden, it was in the public domain at or subsequent to the time such portion it was communicated to Van Naarden Recipient by ImmersionDiscloser through no fault of Recipient; (bii) it was rightfully in Van NaardenRecipient's possession possession, free of any obligation of confidence at or subsequent to the time such portion it was communicated to Van Naarden Recipient by ImmersionDiscloser; or (ciii) it was developed by Van Naarden employees or agents of Recipient, independently of and without reference to any information communicated to Van Naarden Recipient by Immersion. A disclosure of Confidential Information by Van Naarden, either Discloser; (aiv) the communication was in response to a valid order by a court or other governmental body, (b) was otherwise required by law, or (c) was necessary to establish the rights of either party under this AgreementNDA. If Recipient becomes so compelled or obligated to disclose any of the Confidential Information pursuant to order of court, shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Van Naarden shall Recipient will provide the Discloser with prompt prior written notice thereof to Immersion to enable Immersion to so that the Discloser may seek a protective order or otherwise prevent other appropriate remedy. If such disclosure. Nothing protective order or other remedy is not obtained, Recipient will furnish only that portion of the Confidential Information which, in this Agreement shall the opinion of Recipient’s legal counsel, is legally required, and Recipient will reasonably cooperate, at the Discloser's expense and request, with the Discloser's counsel to enable the Discloser to obtain a protective order or other reliable assurance that confidential treatment will be interpreted or construed as granting a license to Van Naarden under Immersion's patents, copyrights or trademarks, except as necessary to carry out Project Assignment(s)accorded the Confidential Information.