Common use of Confidentiality; Exceptions Clause in Contracts

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 and 5.2 will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient; or (f) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 and 5.2 will Section 10.1 shall not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed, without breach of any confidentiality obligation; (b) is or becomes publicly available or enters the public domain through no fault domain, without breach of the recipientany confidentiality obligation; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect theretoobligations; (d) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient, without breach of any confidentiality obligation; or (f) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding anything in this Agreement to the foregoingcontrary, each either Party may disclose Confidential Information in response to the limited extent required (x) in order to comply with the an order of a court or other governmental body, body or as if otherwise necessary required by Legal Requirements to comply with applicable lawbe disclosed, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 and 5.2 will The foregoing restrictions shall not apply to Confidential Information that (ai) is publicly available or in the public domain at the time disclosed; (bii) is or becomes publicly available or enters the public domain through no fault of the recipient; (ciii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (div) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (ev) is independently developed by the recipient; or (fvi) is approved for release or disclosure by the disclosing Party without restriction; or (vii) is required to be publicly disclosed by the recipient pursuant to applicable freedom of information laws. Notwithstanding the foregoing, each Each Party may disclose Confidential Information to the limited extent required (xa) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party (if permitted) and made a reasonable effort to obtain a protective order; or (yb) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to dofilings.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 and 5.2 will The foregoing restrictions shall not apply to Confidential Information that (ai) is publicly available or in the public domain at the time disclosed; (bii) is or becomes publicly available or enters the public domain through no fault of the recipientrecipient Party; (ciii) is rightfully communicated to the recipient Party by persons not bound by confidentiality obligations with respect thereto; (div) is already in the recipientrecipient Party’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (ev) is independently developed by the recipientrecipient Party; or (fvi) is approved for release or disclosure by the disclosing Party without restriction; or (vii) is required to be publicly disclosed by the recipient Party pursuant to applicable freedom of information laws. Notwithstanding the foregoing, each Each Party may disclose Confidential Information to the limited extent required (xa) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party (if permitted) and made a reasonable effort to obtain a protective order; or (yb) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to dofilings.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 10.1 and 5.2 will 10.2 shall not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient; or (f) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (xi) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (yii) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 6.1 and 5.2 6.2 will not apply to Confidential Information that (ai) is publicly available or in the public domain at the time disclosed; (bii) is or becomes publicly available or enters the public domain through no fault of the recipient; (ciii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (div) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (ev) is independently developed by the recipient; or (fvi) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 and 5.2 will this confidentiality sections shall not apply to Confidential Information that (ai) is publicly available or in the public domain at the time disclosed; (bii) is or becomes publicly available or enters the public domain through no fault of the recipient; (ciii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (div) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (ev) is independently developed by the recipient; or (fvi) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (xa) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (yb) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 6.1 and 5.2 will 6.2 shall not apply to Confidential Information that (ai) is publicly available or in the public domain at the time disclosed; (bii) is or becomes publicly available or enters the public domain through no fault of the recipient; (ciii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (div) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (ev) is independently developed by the recipient; or (fvi) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 4.1 and 5.2 4.2 will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient; or (f) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 7.1 and 5.2 will 7.2 shall not apply to Confidential Information that (ai) is publicly available or in the public domain at the time disclosed; (bii) is or becomes publicly available or enters the public domain through no fault of the recipient; (ciii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (div) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (ev) is independently developed by the recipient; or (fvi) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 6.1 and 5.2 will 6.2 shall not apply to Confidential Information that (ai) is publicly available or in the public domain at the time disclosed; (bii) is or becomes publicly available or enters the public domain through no fault of the recipient; (ciii) is rightfully communicated to the recipient Party by persons not bound by confidentiality obligations with respect thereto; (div) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (ev) is independently developed by the recipient; or (fvi) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (xa) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (yb) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 sections 4.1 and 5.2 will 4.2 shall not apply to Confidential Information that (ai) is publicly available or in the public domain at the time disclosed; (bii) is or becomes publicly available or enters the public domain through no fault of the recipient; (ciii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (div) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (ev) is independently developed by the recipient; or (fvi) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice notice, unless prohibited by law, to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 7.1 and 5.2 will 7.2 shall not apply to Confidential Information that (ai) is publicly available or in the public domain at the time disclosed; (bii) is or becomes publicly available or enters the public domain through no fault of the recipient; (ciii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (div) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (ev) is independently developed by the recipient; or (fvi) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (xa) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first (if legally permitted) have given written notice to the other Party and made a such that the other Party has reasonable effort time to obtain pursue a protective order; or (yb) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 10.1 and 5.2 10.2 will not apply to Confidential Information that (ai) is publicly available or in the public domain at the time disclosed; (bii) is or becomes publicly available or enters the public domain through no fault of the recipient; (ciii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect theretoobligations; (div) is already in the recipient’s possession possession, as shown by documentation existing prior to the date of disclosure, free of any confidentiality obligations with respect thereto at the time of disclosure; or (ev) is independently developed by the recipient; or (f) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoingIn addition, each Party may disclose Confidential Information to of the limited extent required other Party (x1) in order response to comply with the an order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall will first have given written notice to the other Party and made a reasonable effort to obtain a protective order; , (2) as required by law or regulation to be disclosed or (y3) in order to establish a Party’s rights under this Agreement, including to make such court filings as it may be required, provided that in each case, the Party required to dodisclose minimizes such disclosures to the extent legally permissible.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 10.1 and 5.2 10.2 will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient; or (f) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 sections Y(2) and 5.2 will Y(3) shall not apply to Confidential Information that the receiving party can demonstrate with competent evidence: (a) is was publicly available or in the public domain at the time disclosedof disclosure; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is was already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (ed) is independently developed by the recipientrecipient without use of or reference to the Confidential Information; or (fe) is approved for release or disclosure by the disclosing Party party without restriction. Notwithstanding the foregoing, each Party party may disclose Confidential Information I nformation to the limited extent required required: (xi) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party party making the disclosure pursuant to the order shall shall, if legally permitted, first have given written notice to the other Party party and made a reasonable effort cooperated with any efforts to obtain a protective order; or (yii) to establish a Partyparty’s rights under this Agreementthe Customer Contract, including to make such court filings as it may be required to dorequired.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 and 5.2 will this Section shall not apply to Confidential Information that that: (ai) is publicly available or in the public domain at the time disclosed; (bii) is or becomes publicly available or enters the public domain through no fault of the recipient; (ciii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (div) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (ev) is independently developed by the recipient; or (fvi) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required required: (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 4.1 and 5.2 4.2 will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipientrecipient without reference to a Party’s Confidential Information; or (f) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party’s rights under this Agreement, including to make such required court filings as it may be required to dofilings.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 6.1 and 5.2 6.2 will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipientrecipient without reference to a Party’s Confidential Information; or (f) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party’s rights under this Agreement, including to make such required court filings as it may be required to dofilings.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 and 5.2 will The foregoing restrictions shall not apply to Confidential Information that (ai) is publicly available or in the public domain at the time disclosed; (bii) is or becomes publicly available or enters the public domain through no fault of the recipient; (ciii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (div) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (ev) is independently developed by the recipient; or (fvi) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Each Party may disclose Confidential Information to the limited extent required (xa) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party (if permitted) and made a reasonable effort to obtain a protective order; or (yb) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to dofilings.