Common use of Confidentiality; Exceptions Clause in Contracts

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 8.1 (Ownership of Confidential Information) and 8.2 (Mutual Confidentiality Obligations) shall not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient Party by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) 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 (a) 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, as early as reasonably possible under the circumstances, give written notice to the other Party or (b) to assist the other Party, at its expense, in establishing its rights under this Agreement, including to make such court filings as it may be required to do.

Confidentiality; Exceptions. Notwithstanding the foregoing, the The provisions of Sections 8.1 (Ownership of Confidential Information) 11.1 and 8.2 (Mutual Confidentiality Obligations) shall 11.2 do not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient Party by persons not bound by confidentiality obligations with respect theretoobligations; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at to the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding Despite the foregoing, each Party may disclose Confidential Information to the limited extent required (a) 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, as early as reasonably possible under the circumstances, give written notice to the other Party and assist the other Party’s reasonable effort to obtain a protective order; or (b) to assist the other Party, at its expense, in establishing its 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 8.1 (Ownership of Confidential Information) 10.1 and 8.2 (Mutual Confidentiality Obligations) shall 10.2 will not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient Party by persons not bound by confidentiality obligations with respect theretoobligations; (iv) 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 (v) is independently developed by the recipient; or (vi) 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 (a1) 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, as early as reasonably possible under the circumstances, give written will first have given notice to the other Party or (b) with sufficient time to assist the allow such other Party, at its own expense, to seek a protective order (with such disclosing Party’s cooperation), (2) as required by law or regulation to be disclosed, or (3) in establishing its 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 8.1 (Ownership of Confidential Information) and Section 8.2 (Mutual Confidentiality Obligations) shall not apply to Confidential Information that that: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient Party by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipientrecipient without use of or reference to the Disclosing Party’s Confidential Information and by employees or other authorized agents of the Receiving Party who have not been exposed to the Disclosing Party’s Confidential Information; or (vi) is approved for release or disclosure in writing by the disclosing Party without restrictionDisclosing Party. Notwithstanding the foregoing, each Party may disclose Confidential Information of the other Party to the limited extent required required: (a) 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, as early as reasonably possible under to the circumstancesextent allowed by law, give first have given written notice to the other Party and made a reasonable effort to obtain a protective order, at the Disclosing Party’s expense; or (b) to assist the other establish a Party, at its expense, in establishing its ’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 8.1 [15.1 (Ownership of Confidential Information) and 8.2 15.2 (Mutual Confidentiality Obligations) )] shall not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient Party by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) 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 (a) 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, as early as reasonably possible under the circumstances, give written notice to the other Party or (b) to assist the other Party, at its expense, in establishing its rights under this Agreement, including to make such court filings as it may be required to do.

Confidentiality; Exceptions. Notwithstanding the foregoing, the The provisions of Sections 8.1 (Ownership of Confidential Information) 14.1 and 8.2 (Mutual Confidentiality Obligations) shall 14.2 do not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient Party by persons not bound by confidentiality obligations with respect theretoobligations; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at to the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding Despite the foregoing, each Party may disclose Confidential Information to the limited extent required (a) 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, as early as reasonably possible under the circumstances, give written notice to the other Party and assist the other Party’s reasonable effort to obtain a protective order; or (b) to assist the other Party, at its expense, in establishing its 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 8.1 (Ownership of Confidential Information) 12.1 and 8.2 (Mutual Confidentiality Obligations) shall 12.2 will not apply to Confidential Information information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available at or enters after the public domain time of disclosure through no fault of the recipientReceiving Party; (iiiii) is rightfully communicated to the recipient Receiving Party by persons not bound by confidentiality obligations with respect theretoobligations; (iviii) is already in the recipientReceiving Party’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; or (viv) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing Receiving Party without restrictionaccess to the Confidential Information. Notwithstanding the foregoing, each The Receiving Party may disclose Confidential Information to the limited extent required (a) in order response to comply with the order of a court judicial or other governmental body, or as otherwise necessary to comply with applicable laworder, provided that the Party making the disclosure pursuant to the order shall, as early as reasonably possible under the circumstances, it shall first give written notice to the other Disclosing Party (unless such notice is precluded by the order or by law) so to enable it to seek a protective order at no cost to the Receiving Party, (b) as required by law or regulation, or (c) in order to assist establish the other Receiving Party, at its expense, in establishing its ’s rights under this Agreement, including to make such court filings as it may be required required; provided that in each case, the Receiving Party reasonably minimizes such disclosures to dothe extent legally permissible. Subscriber further authorizes CalAmp to share Subscriber’s information with any wireless telecommunications service provider responsible for the Data Network to permit the provider’s compliance with any such orders, regulations or laws.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 8.1 (Ownership of Confidential Information) and 8.2 (Mutual Confidentiality Obligations) shall will not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient Party by persons not bound by confidentiality obligations with respect theretoobligations; (iv) is already in the recipient’s 's possession free of any confidentiality obligations with respect thereto at the time of disclosure; or (v) is independently developed by the recipient; or (vi) 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 (a1) 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, as early as reasonably possible under the circumstances, give written will first have given 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 (b3) in order to assist the other establish a Party, at its expense, in establishing its '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, and in the case of clause (2) above, provides the disclosing Party with written notice prior to such disclosure and an opportunity to object to the extent legally permissible.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 8.1 (Ownership of Confidential Information) and 8.2 (Mutual Confidentiality Obligations) The foregoing restrictions shall not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient Party by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) 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 or sunshine laws. Notwithstanding the foregoing, each Each Party may disclose Confidential Information to the limited extent required (a) 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, as early as reasonably possible under the circumstances, give shall first have given written notice to the other Party (if permitted) and to allow the other party time to make a reasonable effort to obtain a protective order; or (b) to assist the other establish a Party, at its expense, in establishing its ’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 8.1 (Ownership of Confidential Information) and 8.2 (Mutual Confidentiality Obligations) shall not apply to Confidential Information that (i) is publicly or becomes generally available or in to the public domain at other than as a result of a disclosure by the time disclosedReceiving Party in violation of the Agreement; (ii) is or becomes publicly was available or enters to the public domain through no fault of Receiving Party on a non-confidential basis prior to its disclosure by the recipientDisclosing Party; (iii) is rightfully communicated becomes available to the recipient Receiving Party by persons on a non-confidential basis from a third party other than a Disclosing Party who is not otherwise bound by a confidentiality obligations agreement with respect theretothe Disclosing Party, or is otherwise not under an obligation to the Disclosing Party not to transmit the information to the Receiving Party; (iv) is already in the recipientReceiving Party’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; or (v) is was independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing Receiving Party without restrictionreference to or use of Confidential Information. Notwithstanding the foregoing, each Each Party may disclose Confidential Information to the limited extent required (a1) in order response to comply with the an order of a court or other governmental body; provided however, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall, as early as reasonably possible under the circumstances, give written shall first have given 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 (b3) in order to assist the other establish a Party, at its expense, in establishing its ’s rights under this Agreement, including to make such court filings as it may be required; provided however, that in each case, the Party required to dodisclose minimizes such disclosure to the extent legally permissible.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 8.1 (Ownership of Confidential Information) 14.1 and 8.2 (Mutual Confidentiality Obligations) 14.2 shall not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipientReceiving Party; (iii) is rightfully communicated to the recipient Receiving Party by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipientReceiving Party’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipientReceiving Party without reference to the disclosing Party’s confidential information; or (vi) is approved by the disclosing Party for release or disclosure by to the disclosing Receiving Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (ax) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable lawlaw or rules of any exchange or market on which the securities of a Party are listed, provided that the Party making the disclosure pursuant to the order shall, as early as reasonably possible under the circumstances, give written shall first have given notice to the other Party or (b) to assist the other Party, at its expenseif legally permitted to do so, in establishing its rights under this Agreement, including to make such court filings as it so that the disclosing Party may be seek a protective order or other appropriate remedy. The receiving Party shall furnish only that portion of the Confidential Information that the receiving Party is legally required to dofurnish and shall reasonably cooperate with the disclosing Party in seeking assurances that confidential treatment will be accorded such Confidential Information.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 8.1 (Ownership of Confidential Information) 4.1 and 8.2 (Mutual Confidentiality Obligations) 4.2 shall not apply to Confidential Information that that: (i) is publicly available or in the public domain at the time discloseddisclosed other than by breach of this Agreement; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to received by the recipient Party by from persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at prior to its first receipt from the time of disclosuredisclosing Party under this Agreement; (v) is independently developed by the recipientrecipient without access to the Confidential Information of the disclosing Party; or (vi) 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: (aA) 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, as early as reasonably possible under the circumstances, give written shall first have given notice to the other Party and shall allow the Disclosing Party to obtain confidential treatment or to limit the scope of the required disclosure or have made its own reasonable effort to obtain a protective order in such form acceptable to the Disclosing Party; or (bB) to assist the other establish a Party, at its expense, in establishing its ’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 8.1 (Ownership of Confidential Information) 10.1 and 8.2 (Mutual Confidentiality Obligations) 10.2 shall not apply to Confidential Information information that (i) is publicly available or in the public domain at the time discloseddisclosed to the recipient; (ii) is or becomes publicly available or enters the public domain through no unlawful act, breach of this Agreement, or other fault of the recipient; (iii) is rightfully communicated to the recipient Party by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing Party without restriction, provided however that the Party claiming that Section 10.1 and/or 10.2 do not apply carries the burden of establishing that such information falls into one of the categories (i) through (vi) above, or (vi) the information is required to be disclosed under laws of Florida, and specifically Chapter 119, Fla. Statutes. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (ax) 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, as early as reasonably possible under the circumstances, give shall first have given written notice to the other Party and made a reasonable effort to preserve the confidentiality of the information, including by seeking a protective order where applicable and available under applicable law; or (by) to assist the other establish a Party, at its expense, in establishing its ’s rights under this Agreement, including to make such court filings as it may be required to do, in which case the Party shall make a reasonable effort to maintain the confidentiality of the information, including by seeking a protective order as noted above.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 8.1 (Ownership of Confidential Information) 5.2 and 8.2 (Mutual Confidentiality Obligations) shall 5.3 will not apply to any item of Confidential Information that that (ia) is publicly available or in the public domain at the time disclosed; (iib) is or becomes publicly available or enters the public domain through no fault of the recipientreceiving Party; (iiic) is rightfully communicated to the recipient receiving Party by persons not bound by confidentiality obligations with respect thereto; (ivd) is already in the recipientreceiving Party’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (ve) is independently developed by the recipientreceiving Party without reliance upon Confidential Information of the disclosing Party; or (vif) 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 (ax) 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, as early as reasonably possible under the circumstances, give will first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (by) to assist the other establish a Party, at its expense, in establishing its ’s rights under this the Agreement, including to make such court filings as it may be required to do.

Confidentiality; Exceptions. Notwithstanding the foregoing, the provisions of Sections 8.1 (Ownership of Confidential Information) 10.1 and 8.2 (Mutual Confidentiality Obligations) shall 10.2 will not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient Party by persons not bound by confidentiality obligations with respect theretoobligations; (iv) 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 (v) is independently developed by the recipient; or (vi) 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 (a1) 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, as early as reasonably possible under the circumstances, give written will first have given notice to the other Party or (b) with sufficient time to assist the allow such other Party, at its own expense, to seek a protective order (with such disclosing Party’s reasonable cooperation), (2) as required by law or regulation to be disclosed, or (3) in establishing its order to establish a Party’s rights under this Agreement, including to make such court filings as it may be required, provided 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 8.1 (Ownership of Confidential Information) Section 11.1 and 8.2 (Mutual Confidentiality Obligations) shall Section 11.2 will not apply to Confidential Information that information that: (ia) is publicly available or in the public domain at the time disclosed; (iib) is or becomes publicly available or enters the public domain through no fault of the recipientReceiving Party; (iiic) is rightfully communicated to the recipient Receiving Party by persons not bound by confidentiality obligations with respect thereto; (ivd) is already in the recipientReceiving Party’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipientReceiving Party; or (vie) is approved for release or disclosure by the disclosing Disclosing Party without restriction. Notwithstanding the foregoing, each Receiving Party may disclose Confidential Information to the limited extent required required: (ax) 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 Receiving Party making the disclosure pursuant to the order shall, as early as reasonably possible under the circumstances, give will first have given written notice to the other Disclosing Party and made a reasonable effort to obtain a protective order; or (by) to assist the other establish Receiving Party, at its expense, in establishing its ’s rights under this Agreement, including to make such court filings as it may be required to do.