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

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. Each party's Receiving Party’s obligations under Section 2 of this Agreement with respect 4.2 shall not apply to any portion of the other party's Confidential Information shall terminate when the party seeking to avoid its obligation under such Section that Receiving Party can document thatdemonstrate: (ia) the applicable information was in the public domain at or subsequent to the time it such Confidential Information was communicated to receiving party Receiving Party by the disclosing party Disclosing Party through no fault of the receiving partyReceiving Party; (iib) it was rightfully in receiving partyReceiving Party’s possession free of any obligation of confidence at or subsequent to the time it such Confidential Information was communicated to receiving party Receiving Party by disclosing partyDisclosing Party; or (iiic) it was developed by employees or agents of receiving party Receiving Party independently of and without reference to any information Confidential Information communicated to receiving party Contractor by disclosing party; (iv) it was communicated by the disclosing party to an unaffiliated third party free Disclosing Party. A disclosure of any obligation of confidence; or Confidential Information by Receiving Party (vx) the communication was in response to a valid order by a court or other governmental body, was body or (y) as otherwise required by law, law shall not be considered to be a breach of this Agreement or was necessary to establish the rights a waiver of either party under this Agreementconfidentiality for other purposes; provided, however, that Receiving Party shall provide prompt prior to any communication under Section 3(v) hereof, the communicating party will have given written notice thereof to the other party of its intended Disclosing Party to enable Disclosing Party to seek a protective order or otherwise prevent such 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. Each party's The Receiving Party’s obligations under Section 2 of this Agreement 7.2 with respect to any portion of the other party's Confidential Information shall terminate when not apply to any such portion which the party seeking to avoid its obligation under such Section Receiving Party can document that: demonstrate, (ia) the applicable information was in the public domain at or subsequent to the time it such portion was communicated to receiving party the Receiving Party by the disclosing party through no fault Disclosing Party, except (i) by breach of this Agreement by the receiving party; Receiving Party or (ii) it disclosure by any person to whom Confidential Information was disclosed under this Agreement; (b) was rightfully in receiving partythe Receiving Party’s possession possession, free of any obligation of confidence confidence, at or subsequent to the time it such portion was communicated to receiving party the Receiving Party by disclosing partythe Disclosing Party as demonstrated by prior existing documentation; or (iiic) it was developed by employees or agents of receiving party the Receiving Party independently of and without reference to any information communicated to receiving party by disclosing party; (iv) it was communicated the Receiving Party by the disclosing party to an unaffiliated third party free Disclosing Party. A disclosure of any obligation of confidence; or Confidential Information by the Receiving Party, either (vi) the communication was in response to a valid order by a court or other governmental body, was (ii) otherwise required by law, or was (iii) 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 the Receiving Party shall provide prompt prior to any communication under Section 3(v) hereof, the communicating party will have given written notice thereof to the other party of its intended Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent such 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. Each party's The obligations under Section 2 9.2 ("Nondisclosure and Nonuse Obligations") of this Agreement the Receiving Party, with respect to any portion of the other party's Confidential Information of the Disclosing Party, shall terminate when the party seeking not apply to avoid its obligation under such Section portion that such Recipient can document thatdocument: (i) the applicable information was in the public domain at or subsequent to the time it such portion was communicated to receiving party the Receiving Party by the disclosing party Disclosing Party through no fault of the receiving party; Receiving Party, (ii) it was rightfully in receiving party’s the Receiving Party's possession free of any obligation of confidence at or subsequent to the time it such portion was communicated to receiving party the Receiving Party by disclosing party; the Disclosing Party, (iii) it was developed by employees or agents of receiving party such Receiving Party independently of and without reference to any information communicated to receiving party the Receiving Party by disclosing party; the Disclosing Party, or (iv) it was communicated by the disclosing party Disclosing Party to an unaffiliated third party free of any obligation of confidence; or . A disclosure by the Receiving Party of Confidential Information of the Disclosing Party, either (vi) the communication was in response to a valid order by a court or other governmental body, was (ii) otherwise required by law, or was (iii) 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 the Receiving Party shall provide prompt prior to any communication under Section 3(v) hereof, the communicating party will have given written notice thereof to the other party of its intended Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent such 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. Each partyThe Receiving Party's obligations under Section 2 of this Agreement with respect 9(b) shall not apply to any portion of the other party's Confidential Information shall terminate when that the party seeking to avoid its obligation under such Section Receiving Party can document thatdocument: (i) was, through no fault of the applicable information was Receiving Party, in the public domain at or subsequent to the time it was communicated the Disclosing Party disclosed the information to receiving party by the disclosing party through no fault of the receiving partyReceiving Party; (ii) it was rightfully in receiving party’s the Receiving Party's possession free of any confidentiality obligation of confidence at or subsequent to the time the Disclosing Party disclosed it was communicated to receiving party by disclosing partythe Receiving Party; or (iii) it was developed by the Receiving Party's employees or agents of receiving party independently of independent of, and without reference to to, any information communicated to receiving party by disclosing party; (iv) it was communicated the Receiving Party by the disclosing party to an unaffiliated third party free of any obligation of confidence; or Disclosing Party. A Confidential Information disclosure by the Receiving Party either: (vA) the communication was in response to a valid an enforceable order by a court or other governmental body, was ; (B) as otherwise required by law, ; or was (C) necessary to establish the rights of either party under this Agreement, shall not be a breach of this Agreement by the Receiving Party or a waiver of confidentiality for other purposes; provided, however, that prior to any communication under Section 3(v) hereofthe Receiving Party shall provide prompt, the communicating party will have given prior, written notice of any such Confidential Information disclosure 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 Disclosing Party (to the satisfaction of extent allowed by applicable law) to enable the disclosing party prior Disclosing Party to disclosing the other party’s Confidential Information outside of the permitted uses under Section 2 hereofseek a protective order or otherwise prevent such disclosure.