Common use of Exclusions to Confidentiality Clause in Contracts

Exclusions to Confidentiality. Recipient shall not be bound by the confidentiality obligations of the above if: (a) in the case of information first exchanged after the Effective Date, the information was not Technical Information and was not specifically designated in writing as confidential or proprietary at the time of the disclosure or, if the disclosure was orally made, it had not been initially identified as being confidential at such time; (b) the information was in the public domain at the time of the disclosure; (c) the information becomes publicly available through no fault of Recipient; (d) the information was in Recipient’s possession, free of any obligation of confidence, at the time of receipt of the information; (e) the information becomes available on an unrestricted basis to a third party from Discloser; (f) the information was developed by employees or agents of Recipient (not while serving as employees, or contractors or consultants to Discloser) independently of and without reference to the information disclosed in confidence, as documented by Recipient’s contemporaneous written records; and (g) to the extent (i) Recipient is obligated to produce the information under court or government action, after affording Discloser prompt notice, to the extent feasible, to enable it to contest such disclosure or (ii) with respect solely to non-Technical Information, that the Recipient is obligated to disclose such information to any parent entity under applicable corporate governance laws and regulations.

Exclusions to Confidentiality. Recipient shall not be bound by the confidentiality obligations of the above if: (a) in the case of information first exchanged after the Effective Date, the information was not Technical Information and was not specifically designated in writing as confidential or proprietary at the time of the disclosure or, if the disclosure was orally made, it had not been initially identified as being confidential at such time; (b) the information was in the public domain at the time of the disclosure; (c) the information becomes publicly available through no fault of Recipient; (d) the information was in Recipient’s 's possession, free of any obligation of confidence, at the time of receipt of the information; (e) the information becomes available on an unrestricted basis to a third party from Discloser; (f) the information was developed by employees or agents of Recipient (not while serving as employees, or contractors or consultants to Discloser) independently of and without reference to the information disclosed in confidence, as documented by Recipient’s 's contemporaneous written records; and (g) to the extent (i) Recipient is obligated to produce the information under court or government action, after affording Discloser prompt notice, to the extent feasible, to enable it to contest such disclosure or (ii) with respect solely to non-Technical Information, that the Recipient is obligated to disclose such information to any parent entity under applicable corporate governance laws and regulations.

Exclusions to Confidentiality. Recipient shall not be bound by the confidentiality obligations of the above if: : (a) in the case of information first exchanged after the Effective Date, the information was not Technical Information and was not specifically designated in writing as confidential or proprietary at the time of the disclosure or, if the disclosure was orally made, it had not been initially identified as being confidential at such time; ; (b) the information was in the public domain at the time of the disclosure; ; (c) the information becomes publicly available through no fault of Recipient; ; (d) the information was in Recipient’s 's possession, free of any obligation of confidence, at the time of receipt of the information; ; (e) the information becomes available on an unrestricted basis to a third party from Discloser; ; (f) the information was developed by employees or agents of Recipient (not while serving as employees, or contractors or consultants to Discloser) independently of and without reference to the information disclosed in confidence, as documented by Recipient’s 's contemporaneous written records; and and (g) to the extent (i) Recipient is obligated to produce the information under court or government action, after affording Discloser prompt notice, to the extent feasible, to enable it to contest such disclosure or (ii) with 48 <PAGE> respect solely to non-Technical Information, that the Recipient is obligated to disclose such information to any parent entity under applicable corporate governance laws and regulations.. E11. License Under Amended 1999TA: