Common use of Exclusions from Obligations Clause in Contracts

Exclusions from Obligations. The nondisclosure and non-use obligations under this Section 9 shall not apply to, information that the Recipient can evidence: (a) was publicly available at the time of its disclosure to Recipient or became publicly available after its disclosure through no act or default of Recipient; (b) is rightfully or free of any obligation of confidentiality in the possession of Recipient prior to disclosure to Recipient by Discloser; (c) is received in good faith by Recipient from a third party, free of any obligation of confidentiality; or (d) is independently developed by Recipient without use of Discloser’s Confidential Information. A disclosure by Recipient of Confidential Information of Discloser (a) in response to a valid order by a competent court or governmental body, (b) in connection with an arbitration hereunder, or (c) as otherwise required by applicable Law shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, (i) with respect to any disclosure in accordance with clause (b) above shall only be made to persons involved in the arbitration or the arbitrator thereof, and (ii) with respect to any disclosure in accordance with clause (a) or (c) above, Recipient shall provide prompt prior written notice thereof to Discloser and permit such Discloser to seek measures to maintain the confidentiality of its Confidential Information.