PUBLICLY DISCLOSED Clause Samples
The 'PUBLICLY DISCLOSED' clause defines how information that has already been made available to the public is treated under an agreement. Typically, this clause clarifies that information which is already public knowledge, or becomes public through no fault of the receiving party, is not subject to confidentiality obligations. For example, if a company’s product specifications are published on its website, those details would not be protected by a non-disclosure agreement. The core function of this clause is to ensure that parties are not unfairly restricted from using or sharing information that is already accessible to the general public, thereby preventing unnecessary limitations and promoting clarity in the handling of confidential information.
PUBLICLY DISCLOSED. EXCLUSIVE LICENSE AGREEMENT
PUBLICLY DISCLOSED. All costs including VAT incurred from and after the Commencement Date until (and on) the date of expiry or the earlier termination of this Agreement in connection with the preparation, filing, prosecution, and maintenance of the Licenced Patent Rights shall be paid by [***] in Pound Sterling within [***] of receipt of [***] invoice for same (interest is chargeable on late payment in accordance with Clause 4.4.1).
PUBLICLY DISCLOSED. The Party is under no obligation, restriction or limitation, contractual, administrative, judicial, or otherwise, to any other individual, entity, or governmental agency that would prohibit or impede the Party from entering into this Agreement or performing under this Agreement, and the Party is free to and does freely and of its own volition enter into and perform hereunder. The Party has not made to the other Party any promise, representation or warranty, express or implied, not contained in this Agreement concerning the subject matter of this Agreement, and the Party has not executed this Agreement in reliance upon any promise, representation or warranty not contained in this Agreement. The Party assumes the risk of all mistakes of fact with regard to any and all facts which are known or unknown to it relating to the subject matter of this Agreement.
PUBLICLY DISCLOSED. In the absence of an agreement by the Parties, selection of the arbitrator shall be governed by JAMS Comprehensive Arbitration Rules and Procedures. The compensation and expenses of the arbitrator shall initially be shared equally by the Parties. At the conclusion of the arbitration, the arbitrator shall, in good faith, approximate the extent to which each Party prevailed and shall award the costs of the arbitration process and reasonable attorney’s fees and expenses consistent with this approximation. A Party that is determined to have fully prevailed on all its claims is entitled to all costs it incurred for the arbitration process and all reasonable attorney’s fees and expenses. The arbitrator may not award punitive damages or consequential damages to either Party for any reason. The decision of the arbitrator shall be final, conclusive and binding, and no action at law or in equity may be instituted by any Party other than to enforce the award of the arbitrator. The Parties intend this alternative dispute resolution procedure to be a private undertaking and agree that an arbitration conducted under this provision will not be consolidated with an arbitration involving other healthcare providers or third parties, and that the arbitrator will be without power to conduct an arbitration on a class basis. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
PUBLICLY DISCLOSED. “Notwithstanding anything to the contrary, CBOE TPMI (as defined in Addendum No. 1 to this Agreement) methodologies shall not be “CBOE Index Methodologies” as defined herein, and accordingly, S&P acknowledges and agrees that it must enter into an agreement with the owner of a CBOE TPMI methodology in order to license it to any person or entity for any purpose.”
PUBLICLY DISCLOSED. In this Agreement, unless the context otherwise requires:
PUBLICLY DISCLOSED. Licensee shall give written notice to University of (a) its Insolvency, or the initiation of any proceeding by Licensee under any bankruptcy or insolvency law, or placement of Licensee’s assets in the hands of a trustee or receiver and (b) its intent to file a voluntary petition in bankruptcy, or of a third party’s intention to file an involuntary petition in bankruptcy against Licensee at least [***] prior to the filing of such petition. This Agreement shall terminate and the license shall revert to University without notice to Licensee upon the occurrence of either of the following events:
PUBLICLY DISCLOSED. “Effective Date” of this Agreement shall mean the date the last Party hereto has executed this Agreement.
PUBLICLY DISCLOSED. Each Party shall comply and shall require all of its employees and students involved in any Project to comply with all Applicable Laws.
PUBLICLY DISCLOSED. POSSIBILITY OF SUCH DAMAGES, INJURY OR LOSS, EXCEPT IN CASE OF (A) A PARTY’S WILLFUL MISCONDUCT OR FRAUD, (B) A PARTY’S VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8, OR (C) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.