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

Exclusions from Nondisclosure and Nonuse Obligations. The obligations under Section 11.2 of each of the parties, as Recipient (together with its Representatives), with respect to any portion of the Confidential Information of the other party, as Disclosing Party, shall not apply to such Confidential Information or portion thereof that such Recipient can document: (a) was in or becomes a part of the public domain at or subsequent to the time such Confidential Information or portion thereof was communicated to such Recipient or its Representatives by such Disclosing Party or its Representatives through no improper action or inaction of such Recipient or such Recipient's Representatives, (b) was in such 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 such Recipient or its Representatives by such Disclosing Party or its Representatives, or (c) was developed by such Recipient or its Representatives independently of and without reference to any information communicated to such Recipient or its Representatives by such Disclosing Party or its Representatives. A disclosure by either of the parties, as Recipient (together with its Representatives), of Confidential Information of 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 such Recipient or its Representatives shall provide sufficient prior written notice thereof to such Disclosing Party to enable 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. 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 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 other combinations or characteristics of, the Confidential Information of such Disclosing Party.

Exclusions from Nondisclosure and Nonuse Obligations. The Each party's obligations under Section 11.2 of each of the parties4, as Recipient (together with its Representatives), "Nondisclosure and Nonuse Obligations") with respect to any portion of the Confidential Information of the other party, as Disclosing Party's Confidential Information, shall not apply terminate when the party seeking to avoid its obligation under such Confidential Information or portion thereof that such Recipient section can document: document that: (ai) it was in or becomes a part of the public domain at or subsequent to the time such Confidential Information or portion thereof it was communicated to such Recipient or its Representatives by such Disclosing Party or its Representatives Discloser through no improper action or inaction fault of such Recipient or such Recipient; (ii) it was rightfully in Recipient's Representativespossession, (b) was in such Recipient's or its Representatives' possession free of any obligation of confidence at or subsequent to the time such Confidential Information or portion thereof it was communicated to such Recipient or its Representatives by such Disclosing Party or its Representatives, or Discloser; (ciii) it was developed by such Recipient employees or its Representatives agents of Recipient, independently of and without reference to any information communicated to such Recipient or its Representatives by such Disclosing Party or its Representatives. A disclosure by either of Discloser; (iv) the parties, as Recipient (together with its Representatives), of Confidential Information of the other party, as Disclosing Party, either (a) communication was in response to a valid subpoena or order by a court or other governmental body, (b) as was otherwise required by law, or (c) as 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 by such Recipient or a waiver of confidentiality for other purposes; provided, however, that such Recipient or its Representatives shall will provide sufficient prior the Discloser with prompt written notice thereof to such Disclosing Party to enable such Disclosing Party to so that the Discloser may seek a protective order or otherwise prevent other appropriate remedy. If such protective order or limit the extent of such disclosureother remedy is not obtained, and Recipient will furnish only that such Recipient and its Representatives shall thereafter disclose only such Confidential Information as is reasonably necessary under the circumstances. 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 are released solely with respect to those specific portions portion of the Confidential Information which, in the opinion of Recipient’s legal counsel, is legally required, and Recipient will reasonably cooperate, at the other partyDiscloser's expense and request, as Disclosing Party, that fall within with the foregoing exceptions and not with respect Discloser's counsel to related portions, enable the Discloser to obtain a protective order or other combinations or characteristics of, reliable assurance that confidential treatment will be accorded the Confidential Information of such Disclosing PartyInformation.

Exclusions from Nondisclosure and Nonuse Obligations. The Van Naarden's obligations under Section 11.2 of each of the parties, as Recipient Paragraph 5.2(b) (together with its Representatives), "Nondisclosure and Nonuse Obligations") 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 thereof that such Recipient which Van Naarden can document: demonstrate, (a) was was, through no fault of Van Naarden, in or becomes a part of the public domain at or subsequent to the time such Confidential Information or portion thereof was communicated to such Recipient or its Representatives Van Naarden by such Disclosing Party or its Representatives through no improper action or inaction of such Recipient or such Recipient's Representatives, Immersion; (b) was rightfully in such RecipientVan Naarden'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 such Recipient or its Representatives Van Naarden by such Disclosing Party or its Representatives, Immersion; or (c) was developed by such Recipient or its Representatives Van Naarden independently of and without reference to any information communicated to such Recipient or its Representatives Van Naarden by such Disclosing Party or its RepresentativesImmersion. A disclosure by either of the parties, as Recipient (together with its Representatives), of Confidential Information of the other party, as Disclosing Partyby Van Naarden, 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 such Recipient or its Representatives Van Naarden shall provide sufficient prompt prior written notice thereof to such Disclosing Party Immersion to enable such Disclosing Party Immersion 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. 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 Nothing in this Agreement are released solely with respect shall be interpreted or construed as granting a license to those specific portions of the Confidential Information of the other partyVan Naarden under Immersion's patents, copyrights or trademarks, except as Disclosing Party, that fall within the foregoing exceptions and not with respect necessary to related portions, or other combinations or characteristics of, the Confidential Information of such Disclosing Party.carry out Project Assignment(s)

Exclusions from Nondisclosure and Nonuse Obligations. The obligations under Section 11.2 of each 7.2 ("Nondisclosure and Nonuse Obligations") of the parties, as Recipient (together with its Representatives)Receiving Party, with respect to any portion of the Confidential Information of the other party, as Disclosing Party, shall not apply to such Confidential Information or portion thereof that such Recipient Receiving Party can document: : (ai) was in or becomes a part of the public domain at or subsequent to the time such Confidential Information or portion thereof was communicated to such Recipient or its Representatives the Receiving Party by such the Disclosing Party or its Representatives through no improper action or inaction fault of such Recipient or such Recipient's Representativesthe Receiving Party, (bii) was rightfully in such Recipientthe Receiving Party'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 such Recipient or its Representatives the Receiving Party by such the Disclosing Party or its RepresentativesParty, or (ciii) was developed by employees or agents of such Recipient or its Representatives Receiving Party independently of and without reference to any information communicated to such Recipient the Receiving Party by the Disclosing Party, or its Representatives (iv) was communicated by such the Disclosing Party or its Representativesto an unaffiliated third party free of any obligation of confidence. A disclosure by either of the parties, as Recipient (together with its Representatives), Receiving Party of Confidential Information of the other party, as Disclosing Party, either (ai) in response to a valid subpoena or 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 such Recipient the Receiving Party or a waiver of confidentiality for other purposes; provided, however, that such Recipient or its Representatives the Receiving Party shall provide sufficient prompt prior written notice thereof to such the Disclosing Party to enable such the 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. 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 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 other combinations or characteristics of, the Confidential Information of such Disclosing Partyif applicable.

Exclusions from Nondisclosure and Nonuse Obligations. The obligations under Section 11.2 of each 8.2 (“Nondisclosure and Nonuse Obligations”) of the parties, as Recipient (together with its Representatives)Receiving Party, with respect to any portion of the Confidential Information of the other party, as Disclosing Party, shall not apply to such Confidential Information or portion thereof that such Recipient Receiving Party can document: : (ai) was in or becomes a part of the public domain at or subsequent to the time such Confidential Information or portion thereof was communicated to such Recipient or its Representatives the Receiving Party by such the Disclosing Party or its Representatives through no improper action or inaction fault of such Recipient or such Recipient's Representativesthe Receiving Party, (bii) was rightfully in such Recipient's or its Representatives' the Receiving Party’s possession free of any obligation of confidence at or subsequent to the time such Confidential Information or portion thereof was communicated to such Recipient or its Representatives the Receiving Party by such the Disclosing Party or its RepresentativesParty, or (ciii) was developed by employees or agents of such Recipient or its Representatives Receiving Party independently of and without reference to any information communicated to such Recipient the Receiving Party by the Disclosing Party, or its Representatives (iv) was communicated by such the Disclosing Party or its Representativesto an unaffiliated third party free of any obligation of confidence. A disclosure by either of the parties, as Recipient (together with its Representatives), Receiving Party of Confidential Information of the other party, as Disclosing Party, either (ai) in response to a valid subpoena or 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 such Recipient the Receiving Party or a waiver of confidentiality for other purposes; provided, however, that such Recipient or its Representatives the Receiving Party shall provide sufficient prompt prior written notice thereof to such the Disclosing Party to enable such the 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. 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 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 other combinations or characteristics of, the Confidential Information of such Disclosing Partyif applicable.

Exclusions from Nondisclosure and Nonuse Obligations. The obligations under Section 11.2 Paragraph 2 (“Nondisclosure and Nonuse Obligations”) of each of the parties, as Recipient (together with its Representatives)Recipient, with respect to any portion of the Confidential Information of the other party, as Disclosing PartyDiscloser, shall not apply to such Confidential Information or portion thereof that such Recipient can document: : (a) was in or becomes a part of the public domain at or subsequent to the time such Confidential Information or portion thereof was communicated to such Recipient or its Representatives by such Disclosing Party or its Representatives Discloser through no improper action or inaction fault of such Recipient or such Recipient's Representatives, (b) was rightfully in such Recipient's or its Representatives' ’s possession free of any obligation of confidence at or subsequent to the time such Confidential Information or portion thereof was communicated to such Recipient or its Representatives by such Disclosing Party or its RepresentativesDiscloser, or (c) was developed by employees or agents of such Recipient or its Representatives independently of and without reference to any information communicated to such Recipient or its Representatives by such Disclosing Party Discloser, or its Representatives(d) was communicated by such Discloser to an unaffiliated third party free of any obligation of confidence. A disclosure by either of the partiesa Party, as Recipient (together with its Representatives)Recipient, of Confidential Information of the other partyParty, as Disclosing Party, either Discloser (a) in response to a valid subpoena or 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) as 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 such Recipient or its Representatives shall provide sufficient prompt prior written notice thereof to such Disclosing Party Discloser to enable such Disclosing Party Discloser 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. 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 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 other combinations or characteristics of, the Confidential Information of such Disclosing Party.