Liability for Disclosure. Neither party shall be liable for disclosure to others of Confidential Information disclosed or made available to it by the other party if the information: (i) can be demonstrated by contemporaneous written records to have been in the other party's possession or available to the other party prior to the receipt of same from Buyer or Seller as the case may be; (ii) can be demonstrated by clear and convincing evidence to have been received from a third party having no obligation to hold the same in confidence; (iii) can be demonstrated by clear and convincing evidence to have been generally known or generally available to the public prior to the date of the disclosure; (iv) becomes generally known or generally available to the public through no act or failure to act on the part of either party or its affiliates; or (v) is required by a valid order of a court of law to be disclosed. If any Confidential Information of a party is required by law to be disclosed by the other party hereto (as contemplated by section 7(c)(iv)), the disclosing party shall provide the nondisclosing party with prompt notice of such disclosure and take such legally available steps as may be necessary to resist or narrow such request and/or to procure a court order stipulating that the Confidential Information required to be disclosed shall be used solely for the purposes for which the court order was issued.
Liability for Disclosure. Notwithstanding anything contained in this Agreement to the contrary, neither party shall be liable for a disclosure of the other party's Confidential Information if the information is so disclosed ;
(a) was in the public domain at the time it was disclosed by the disclosing party to the receiving party; or
(b) was independently developed by the receiving party and is so demonstrated promptly upon receipt of the documentation and technology by the receiving party; or
(c) becomes known to receiving party from a source other than the disclosing party without breach of this Agreement by the receiving party and can be so demonstrated.
Liability for Disclosure. Either Party shall be liable for any disclosure of confidential or proprietary information in breach of paragraph 5.01 by its directors, officers, agents, counterparts, employees or subcontractors. Either Party acknowledges that any breach or threatened breach of paragraph 5.01 could cause irreparable injury to the other Party within a short period of time entitling the other Party to preliminary injunctive relief against any such action, which relief shall be in addition to and in no way in limitation of any and all other remedies to which the other Party may be entitled.
Liability for Disclosure. The Authorized Party is liable for any unlawful use or disclosure of government data collected, used and maintained in the exercise of this Agreement and is classified as not public under state or federal law. The Authorized Party understands that it may be subject to civil or criminal penalties under those laws. The Authorized Party agrees to defend, indemnify; and hold the City, its officers and employees harmless from any liability, claims, damages, costs, judgments, or expenses, including reasonable attorneys’ fees, resulting directly or indirectly from an act or omission of the Authorized Party, its agents, employees or assignees under this Agreement and against all loss by reason of the Authorize Party’s failure to fully perform in any respect all obligations under this Agreement.
Liability for Disclosure. The University will use reasonable efforts to protect the Confidential Information you provide from disclosure, but it will not accept liability if such efforts fail.
Liability for Disclosure. Subject to Section 8.3, should HIGHWATER either directly or indirectly, disclose or use any BUTAMAX Confidential Information contrary to the provisions of this License Agreement, it shall be responsible for direct financial damage to Butamax and all other Liabilities that arise out of, or relate to, such disclosure or use (including any disclosure of Technical Information to a Competitor).
Liability for Disclosure. Notwithstanding anything contained in this Agreement to the contrary, neither party shall be liable for a disclosure of the other party's Confidential Information if the information so disclosed:
(a) was in the public domain at the time it was disclosed by the disclosing party to the receiving party; or
(b) was known to or contained in the records of the receiving party from a source other than the disclosing party at the time of disclosure by the disclosing party to the receiving party and can be so demonstrated; or
(c) was independently developed by the receiving party and is so demonstrated promptly upon receipt of the documentation and technology by the receiving party; or
(d) becomes known to the receiving party from a source other than the disclosing party without breach of this Agreement by the receiving party and can be so demonstrated; or
(e) if in writing, was not identified as Confidential Information in accordance with Section 1.2 (Definition of Confidential Information) hereof; or
(f) must be disclosed pursuant to a contract or subcontract with a governmental agency in order to obtain/retain a procurement contract; or
(g) was disclosed pursuant to court order or as otherwise compelled by law.
Liability for Disclosure. The disclosures permitted under Section 9.1(c) above shall not relieve either party of its obligation to maintain the confidentiality of the Technical Information, and each of the parties shall be liable for any unauthorized disclosure by it or by those to whom such party has made any disclosure.
Liability for Disclosure. Notwithstanding anything contained in this Agreement to the contrary, obligations of confidentiality shall not apply when and to the extent that Confidential Information:
(a) was in the public domain at the time it was disclosed by the disclosing Party to the receiving Party; or
(b) was known to or contained in the records of the receiving Party from a source other than the disclosing Party at the time of disclosure by the disclosing Party to the receiving Party and can be so demonstrated; or
(c) is disclosed inadvertently despite the exercise of the same degree of care which the receiving Party takes to preserve and safeguard its own proprietary confidential information; or
(d) was independently developed by the receiving Party and is so demonstrated promptly upon receipt of the documentation and technology by the receiving Party; or
(e) becomes known to the receiving Party from a source other than the disclosing Party without breach of this Agreement by the receiving Party and can be so demonstrated; or
Liability for Disclosure. In the case of disclosures to third parties permitted by Clauses 24.1.3(a), 24.1.3(b), 24.1.3(d), and/ or 24.1.3(f) (Disclosure of Confidential Information), the Party relying on such Clause shall be liable for any disclosure by such third parties otherwise than in accordance with this Clause 24.
