Common use of Liability for Disclosure Clause in Contracts

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. 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)(iv7(c)(v)), 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.