Common use of Notice of Disclosure Clause in Contracts

Notice of Disclosure. Notwithstanding any other provision hereof, nothing in this Section 12 shall prohibit or be deemed to prohibit a party hereto from disclosing any Proprietary Information (or any other information the disclosure of which is otherwise prohibited hereunder) to the extent that such party becomes legally compelled to make such disclosure by reason of a subpoena or order of a court, administrative agency or other governmental body of competent jurisdiction, and such disclosures are expressly permitted hereunder; provided, however, that a party that has been requested or becomes legally compelled to make a disclosure otherwise prohibited hereunder by reason of a subpoena or order of a court, administrative agency or other governmental body of competent jurisdiction shall provide the other party with notice thereof within five (5) calendar days, or, if sooner, at least three (3) business days before such disclosure will be made (if possible) so that the other party may seek a protective order or other appropriate remedy. If despite the efforts to quash the request or seek a protective order, the party is nevertheless compelled by any legal process to disclose Proprietary Information, such party shall furnish only that portion of the Proprietary Information legally compelled to be furnished in the opinion of the compelled party’s counsel and, on the other party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or government agency or a subdivision thereof that such Proprietary Information will be afforded confidential treatment. Compulsory disclosures made pursuant to this section shall not relieve the compelled party of its confidentiality obligations for all other purposes. In no event shall a party be deemed to be liable hereunder for compliance with any such subpoena or order of any court, administrative agency or other governmental body of competent jurisdiction.

Notice of Disclosure. Notwithstanding any other provision hereof, nothing in this Section 12 Section 14 (Proprietary and Confidential Information) shall prohibit or be deemed to prohibit a party hereto from disclosing any Proprietary and Confidential Information (or any other information the disclosure of which is otherwise prohibited hereunder) to the extent that such party becomes legally compelled to make such disclosure by reason of a subpoena or order of a court, administrative agency or other governmental body of competent jurisdiction, and such disclosures are expressly permitted hereunder; provided, however, that a party that has been requested or becomes legally compelled to make a disclosure otherwise prohibited hereunder by reason of a subpoena or order of a court, administrative agency or other governmental body of competent jurisdiction shall provide the other party with notice thereof within [five (5) )] calendar days, or, if sooner, at least [three (3) )] business days before such disclosure will be made (if possible) so that the other party may seek a protective order or other appropriate remedy. If despite the efforts to quash the request or seek a protective order, the party is nevertheless compelled by any legal process to disclose Proprietary Information, such party shall furnish only that portion of the Proprietary Information legally compelled to be furnished in the opinion of the compelled party’s counsel and, on the other party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or government agency or a subdivision thereof that such Proprietary Information will be afforded confidential treatment. Compulsory disclosures made pursuant to this section shall not relieve the compelled party of its confidentiality obligations for all other purposes. In no event shall a party be deemed to be liable hereunder for compliance with any such subpoena or order of any court, administrative agency or other governmental body of competent jurisdiction. DISCLAIMERS, EXCLUSIONS OF WARRANTIES, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION (Applicable to All Participants) Carrier Lines. By using the System and the Services, each Participant shall acknowledge that access to the System is to be provided over various facilities and communications lines, and information will be transmitted over local exchange and Internet backbone carrier lines and through routers, switches, and other devices (collectively, “carrier lines”) owned, maintained, and serviced by third-party carriers, utilities, and Internet service providers, all of which are beyond HIO’s control. HIO assumes no liability for or relating to the integrity, privacy, security, confidentiality, or use of any information while it is transmitted on the carrier lines, or any delay, failure, interruption, interception, loss, transmission, or corruption of any data or other information attributable to transmission on the carrier lines. Use of the carrier lines is solely at user’s risk and is subject to all applicable local, state, national, and international laws. No Warranties. Except as described on Schedule 8, or in the applicable third-party agreement described in Section 8.5.1 (Licenses, Subscriptions and/or Other Agreements), access to the System, use of the Services, and the information obtained by a Data Recipient pursuant to the use of those services are provided “as is” and “as available” without any warranty of any kind, expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Participant is solely responsible for any and all acts or omissions taken or made in reliance on the System or the information in the System, including inaccurate or incomplete information. It is expressly agreed that in no event shall HIO be liable for any special, indirect, consequential, or exemplary damages, including but not limited to, loss of profits or revenues, loss of use, or loss of information or data, whether a claim for any such liability or damages is premised upon breach of contract, breach of warranty, negligence, strict liability, or any other theories of liability, even if HIO has been apprised of the possibility or likelihood of such damages occurring. HIO disclaims any and all liability for erroneous transmissions and loss of service resulting from communication failures by telecommunication service providers or the System.

Notice of Disclosure. Notwithstanding any other provision hereof, nothing in this Section 12 11 shall prohibit or be deemed to prohibit a party hereto from disclosing any Proprietary Information (or any other information the disclosure of which is otherwise prohibited hereunder) to the extent that such party becomes legally compelled to make such disclosure by reason of a subpoena or order of a court, administrative agency or other governmental body of competent jurisdiction, and such disclosures are expressly permitted hereunder; provided, however, that a party that has been requested or becomes legally compelled to make a disclosure otherwise prohibited hereunder by reason of a subpoena or order of a court, administrative agency or other governmental body of competent jurisdiction shall provide the other party with notice thereof within five (5) calendar days, or, if sooner, at least three (3) business days before such disclosure will be made (if possible) so that the other party may seek a protective order or other appropriate remedy. , If despite the efforts to quash the request or seek a protective order, the party is nevertheless compelled by any legal process to disclose Proprietary Information, such party shall furnish only that portion of the Proprietary Information legally compelled to be furnished in the opinion of the compelled party’s counsel and, on the other party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or government agency or a subdivision thereof that such Proprietary Information will be afforded confidential treatment. Compulsory disclosures made pursuant to this section shall not relieve the compelled party of its confidentiality obligations for all other purposes. In no event shall a party be deemed to be liable hereunder for compliance with any such subpoena or order of any court, administrative agency or other governmental body of competent jurisdiction.

Notice of Disclosure. Notwithstanding any other provision hereof, nothing in this Section 12 14 (Proprietary and Confidential Information) shall prohibit or be deemed to prohibit a party hereto from disclosing any Proprietary and Confidential Information (or any other information the disclosure of which is otherwise prohibited hereunder) to the extent that such party becomes legally compelled to make such disclosure by reason of a subpoena or order of a court, administrative agency or other governmental body of competent jurisdiction, and such disclosures are expressly permitted hereunder; provided, however, that a party that has been requested or becomes legally compelled to make a disclosure otherwise prohibited hereunder by reason of a subpoena or order of a court, administrative agency or other governmental body of competent jurisdiction shall provide the other party with notice thereof within [five (5) )] calendar days, or, if sooner, at least [three (3) )] business days before such disclosure will be made (if possible) so that the other party may seek a protective order or other appropriate remedy. If despite the efforts to quash the request or seek a protective order, the party is nevertheless compelled by any legal process to disclose Proprietary Information, such party shall furnish only that portion of the Proprietary Information legally compelled to be furnished in the opinion of the compelled party’s counsel and, on the other party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or government agency or a subdivision thereof that such Proprietary Information will be afforded confidential treatment. Compulsory disclosures made pursuant to this section shall not relieve the compelled party of its confidentiality obligations for all other purposes. In no event shall a party be deemed to be liable hereunder for compliance with any such subpoena or order of any court, administrative agency or other governmental body of competent jurisdiction. DISCLAIMERS, EXCLUSIONS OF WARRANTIES, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION (Applicable to All Participants) Carrier Lines. By using the System and the Services, each Participant shall acknowledge that access to the System is to be provided over various facilities and communications lines, and information will be transmitted over local exchange and Internet backbone carrier lines and through routers, switches, and other devices (collectively, “carrier lines”) owned, maintained, and serviced by third-party carriers, utilities, and Internet service providers, all of which are beyond HIO’s control. HIO assumes no liability for or relating to the integrity, privacy, security, confidentiality, or use of any information while it is transmitted on the carrier lines, or any delay, failure, interruption, interception, loss, transmission, or corruption of any data or other information attributable to transmission on the carrier lines. Use of the carrier lines is solely at user’s risk and is subject to all applicable local, state, national, and international laws. No Warranties. Except as described on Schedule 8, or in the applicable third-party agreement described in Section 8.5.1 (Licenses, Subscriptions and/or Other Agreements), access to the System, use of the Services, and the information obtained by a Data Recipient pursuant to the use of those services are provided “as is” and “as available” without any warranty of any kind, expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Participant is solely responsible for any and all acts or omissions taken or made in reliance on the System or the information in the System, including inaccurate or incomplete information. It is expressly agreed that in no event shall HIO be liable for any special, indirect, consequential, or exemplary damages, including but not limited to, loss of profits or revenues, loss of use, or loss of information or data, whether a claim for any such liability or damages is premised upon breach of contract, breach of warranty, negligence, strict liability, or any other theories of liability, even if HIO has been apprised of the possibility or likelihood of such damages occurring. HIO disclaims any and all liability for erroneous transmissions and loss of service resulting from communication failures by telecommunication service providers or the System.

Notice of Disclosure. Notwithstanding any other provision hereofherof, nothing in this Section 12 13 shall prohibit or be deemed to prohibit a party hereto from disclosing any Proprietary Information (or any other information the disclosure of which is otherwise prohibited hereunder) to the extent that such party becomes legally compelled to make such disclosure by reason of a subpoena or order of a court, administrative agency or other governmental body of competent jurisdiction, and such disclosures are expressly permitted hereunder; provided, however, that a party that has been requested or becomes legally compelled to make a disclosure otherwise prohibited hereunder by reason of a subpoena or order of a court, administrative agency or other governmental body of competent jurisdiction shall provide the other party with notice thereof within five (5) calendar days, or, if sooner, at least three (3) business days before such disclosure will be made (if possible) so that the other party may seek a protective order or other appropriate remedy. If despite the efforts to quash the request or seek a protective order, the party is nevertheless compelled by any legal process to disclose Proprietary Information, such party shall furnish only that portion of the Proprietary Information legally compelled to be furnished in the opinion of the compelled party’s counsel and, on the other party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or government agency or a subdivision thereof that such Proprietary Information will be afforded confidential treatment. Compulsory disclosures made pursuant to this section shall not relieve the compelled party of its confidentiality obligations for all other purposes. In no event shall a party be deemed to be liable hereunder for compliance with any such subpoena or order of any court, administrative agency or other governmental body of competent jurisdiction.