Limitations of Confidentiality. The obligations set forth above do not apply to information that (i) is in or enters the public domain without breach of the Agreement, (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation, (iii) the receiving party knew prior to receiving such information from the disclosing party or developed independently without access or reference to the Confidential Information, (iv) is disclosed with the written approval of the disclosing party, or
Limitations of Confidentiality. Notwithstanding anything in this Agreement to the contrary, Employee shall have no liability or obligation with regard to any Confidential Information which: (i) was publicly known and generally available in the public domain at the time it was disclosed to a third party or becomes publicly known and generally available in the public domain through no fault of Employee; (ii) is disclosed to a third party with the prior written approval of the Company; (iii) becomes known to Employee through a source other than the Company without breach of this Agreement by Employee and is otherwise not in violation of the rights of the Company; (iv) is disclosed to a third party by the Company without restrictions similar to those contained in this Agreement; or (v) is disclosed to a third party pursuant to the order or requirement of a court, administrative agency or other governmental body provided that (A) Employee will provide the Company with prompt written notice, if legally permissible, and will use its best efforts to assist the Company in seeking a protective order or another appropriate remedy, (B) if the Company waives Employee’s compliance with this Agreement or fails to obtain a protective order or other appropriate remedy, Employee will furnish only that portion of the Confidential Information that is legally required to be disclosed and (C) any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
Limitations of Confidentiality. Notwithstanding anything in this Agreement to the contrary, the Receiving Party shall have no liability or obligation to BPF to the extent the Receiving Party can show to BPF that any Proprietary Information: (i) was in the public domain at the time it was disclosed to a third party or becomes in the public domain through no fault of the Receiving Party; (ii) has been disclosed to a third party with the prior written approval of BPF; (iii) becomes known to the Receiving Party through a source other than BPF or the representatives of BPF without breach of this Agreement by the Receiving Party and otherwise not in violation of the rights of BPF; (iv) is disclosed to a third party by BPF without restrictions similar to those contained in this Agreement; or (v) is disclosed to a third party pursuant to the order or requirement of a court, administrative agency or other governmental body. In each case, the Receiving Party shall have the burden of proof as to each of the exceptions set forth above.
Limitations of Confidentiality. Notwithstanding anything in this Agreement to the contrary, the Employee shall have no liability or obligation with regard to any Confidential Information which: (i) was publicly known and generally available in the public domain at the time it was disclosed to a third party or becomes publicly known and generally available in the public domain through no fault of the Employee; (ii) is disclosed to a third party with the prior written approval of the Company; (iii) becomes known to the Employee through a source other than the Company without breach of this Agreement by the Employee and is otherwise not in violation of the rights of the Company and such other source is not disclosing the Confidential Information in breach of any similar obligations to the Company; (iv) is disclosed to a third party by the Company without restrictions similar to those contained in this Agreement; or (v) is disclosed to a third party pursuant to the order or requirement of a court, administrative agency or other governmental body provided that (A) the Employee will, prior to the disclosure, provide the Company with prompt written notice of such order or requirement, if legally permissible, and will use its best efforts to assist the Company in seeking a protective order or another appropriate remedy, (B) if the Company waives the Employee’s compliance with this Agreement or fails to obtain a protective order or other appropriate remedy, the Employee will furnish only that portion of the Confidential Information that is legally required to be disclosed and (C) any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than in respect of such legally compelled disclosure.
Limitations of Confidentiality. Information disclosed pursuant to this Agreement which would otherwise be Confidential Information shall not be deemed Confidential Information (or shall no longer be deemed to be Confidential Information as the case may be) to the extent that it can be proven that said information: − Is or has become part of the public domain without violation of this Agreement; − Is known and on record at the Receiving Party prior to disclosure by the Disclosing Party; − Is lawfully obtained from a third party who is not bound by similar confidentiality obligations; or − Is disclosed pursuant to administrative or judicial action, provided that each Party shall use its best efforts to maintain the confidentiality of the Confidential Information e.g. by asserting in such action any applicable privileges, and shall, immediately after gaining knowledge or receiving notice of such action, notify the Disclosing Party thereof and give the Disclosing Party the opportunity to seek legal remedies so as to maintain such Confidential Information in confidence. If only a portion of the Confidential Information falls under any of the above exclusions, then only that portion of the Confidential Information shall be excluded from the use and disclosure restrictions of this Agreement.
Limitations of Confidentiality. The obligations of confidentiality, non-disclosure, and non-use set forth in this Article 9 shall not apply to Confidential Information of a particular Party to the extent that the other Party (the “Recipient”) can demonstrate through written records that such Confidential Information: (a) is in the public domain, other than as a result of actions of the Recipient, its Affiliates, employees, licensees, agents or subcontractors, in breach of this Agreement; (b) is received by the Recipient or its Affiliates on an unrestricted basis from a Third Party rightfully in possession of such information and not under a duty of confidentiality; (c) is independently developed by the Recipient or its Affiliates without any access to or use of any Confidential Information of the disclosing Party (as applicable); or (d) is information generated from a clinical trial sponsored or undertaken by Genentech or its sublicensee (which will be Genentech’s Confidential Information, and not the Confidential Information of SurModics). Further, the obligations of confidentiality, non-disclosure, and non- CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. use set forth in this Article 9 shall not apply to specific Confidential Information of a disclosing Party to the extent that the Recipient can demonstrate through written records that such Confidential Information was rightfully known by the Recipient or its Affiliates prior to the date of disclosure to the Recipient by the disclosing Party.
Limitations of Confidentiality. The Receiving Party's obligations under clause 2 shall not apply with respect to Confidential Information that the Receiving Party can demonstrate:
(a) is or becomes generally available to the public or enters the public domain through no improper action or inaction by the Receiving Party or by anyone to whom the Receiving Party lawfully disclosed the Confidential Information;
(b) was lawfully and independently received by the Receiving Party from a third party having no obligation of confidence with respect to the Confidential Information; or
(c) is required to be disclosed by reason of any order or regulation of a court or other body of competent jurisdiction but only to the extent that such disclosure is strictly required by that order or regulation.
Limitations of Confidentiality. The confidentiality obligations stipulated herein shall not be applicable to the extent that the Translator/Unreserved Legal Consultant is compelled by statutory or regulatory provisions to disclose any such information received from the Client. Additionally, the confidentiality provisions shall not extend to any information which becomes part of the public domain through no fault of the Translator/Unreserved Legal Consultant.
Limitations of Confidentiality. The obligations of confidentiality assumed by the Recipient here do not apply to any information:
(i) that was known by the Recipient before disclosure by NI as evidenced by prior written records; (ii) which becomes part of the public domain through no fault of the Recipient; (iii) which was obtained by the Recipient from a third Party under no obligation to NI not to disclose the information, (iv) which is developed by the Recipient independently of disclosures made hereunder as shown by written documentation, or (v) which is required to be disclosed by law, court order or audit standards. The confidentiality provisions in this section shall survive the termination of this Agreement for a period of 5 years.
Limitations of Confidentiality. 5.1 The terms in this agreement will not apply to information which:
(a) is or becomes generally available to the public or enters the public domain other than by reason of a breach of this agreement;
(b) was lawfully and independently received by Recipient from a third party without any obligation of confidence at the time of receipt; or
(c) is required to be disclosed by applicable law, regulation, regulatory authority, stock exchange, government agency or a court of competent jurisdiction, but only to the extent of such requirement and provided that Recipient, to the extent permitted by applicable law, gives Company prior advance notice before making such disclosure so as to afford Company a reasonable opportunity to object to and obtain a protective order or other appropriate relief regarding such disclosure.
