Common use of Limitation on Confidentiality Clause in Contracts

Limitation on Confidentiality. The parties will have no confidentiality obligation under Section 9.1 hereof with respect to any information or matter specified therein that (i) is or becomes generally available to the public other than as a result of disclosure by the receiving party or anyone to whom it transmits the information; (ii) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party who is not bound by a confidentiality agreement with the disclosing party or other legal or fiduciary obligation of secrecy; (iii) the receiving party can document was known to it or in its possession on a non-confidential basis prior to the date of disclosure by the disclosing party; (iv) is independently developed by the receiving party without use of, or reference to, the Confidential Information, as demonstrated by tangible evidence; or (v) is furnished by the disclosing party to others with written confirmation that such information is not confidential and may be disclosed. Any party claiming an exception to Section 8.1 hereof under this Section 8.2 will have the burden of proving the basis for the exception.

Limitation on Confidentiality. The parties will have no confidentiality obligation under Section 9.1 7.1 hereof with respect to any information or matter specified therein that (i) is or becomes generally available to the public other than as a result of disclosure by the receiving party or anyone to whom it transmits the information; (ii) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party who is not bound by a confidentiality agreement with the disclosing party or other legal or fiduciary obligation of secrecy; (iii) the receiving party can document was known to it or in its possession on a non-confidential basis prior to the date of disclosure by the disclosing party; (iv) is independently developed by the receiving party without use of, or reference to, the Confidential Information, as demonstrated by tangible evidence; or (v) is furnished by the disclosing party to others with written confirmation that such information is not confidential and may be disclosed. Any party claiming an exception to Section 8.1 7.1 hereof under this Section 8.2 7.2 will have the burden of proving the basis for the exception.