Common use of Exceptions to Confidentiality Clause in Contracts

Exceptions to Confidentiality. Notwithstanding the provisions of Sections 4.01 or 4.02, neither Party shall be required to restrict use and/or disclosure with respect to portions of Lucent Information, Company Information or the Joint Information, if any: (i) that are independently developed by the receiving Party, solely by personnel with no access to such portions furnished under this Agreement to the receiving Party; (ii) that are lawfully received from another source having the right to so furnish such portions without breach of this Agreement; (iii) that have become generally known to the public, provided that such public knowledge was not the result of any breach of this Agreement attributable to the receiving Party; (iv) that at the time of furnishing to the receiving Party was known to the receiving Party as evidenced by documentation or other evidence available to the receiving Party; (v) that the disclosing Party otherwise explicitly agrees in writing need not be kept confidential; or (vi) that is disclosed pursuant to governmental or judicial order or request provided that the Party receiving such request or order shall, whenever practicable, promptly notify the other Party and shall reasonably cooperate with the other Party in contesting such disclosure or in obtaining confidential treatment of any disclosed information (at the other Party's sole cost and expense).

Exceptions to Confidentiality. Notwithstanding the provisions of Sections 4.01 or 4.02, neither Party The obligations referred to in Clause 9.1 above shall be required not extend to restrict use and/or disclosure with respect to portions of Lucent Information, Company any Confidential Information or the Joint Information, if any:which (ia) that are independently developed by the receiving Party, solely by personnel with no access to such portions furnished under this Agreement is or becomes generally available to the receiving Partypublic otherwise than be reason of breach by a recipient Party of the provision of Clause 9.1; (iib) is known to the recipient Party and is at its free disposal (having been generated independently by the recipient Party or a Third Party in circumstances where it has not been derived directly or indirectly from the disclosing Party’s Confidential Information prior to its receipt from the disclosing Party), provided that are lawfully received from another source having evidence of such knowledge is furnished by the right recipient Party to so furnish such portions without breach the disclosing Party within twenty-eight (28) days of this Agreementrecipient of that Confidential Information; (iiic) that have become generally known is subsequently disclosed to the public, provided that recipient Party without obligations of confidence by a Third Party owing no such public knowledge was not the result of any breach of this Agreement attributable obligations to the receiving Partydisclosing Party in respect of that Confidential Information; (ivd) that at the time is required by law to be disclosed (including as part of furnishing any regulatory submission or approval process) and then only when prompt written notice of this requirement has been given to the receiving Party was known to the receiving Party as evidenced by documentation or other evidence available to the receiving Party; (v) that the disclosing Party otherwise explicitly agrees so that it may, if so advised, seek appropriate relief to prevent such disclosure, provided always that in writing need not such circumstances such disclosure shall be kept confidential; or (vi) that is disclosed pursuant only to governmental or judicial order or request provided that the Party receiving such request or order shall, whenever practicable, promptly notify the other Party extent so required and shall reasonably cooperate be subject to prior consultation with the other disclosing Party in contesting with a view to agreeing on the timing and content of such disclosure or in obtaining confidential treatment of any disclosed information (at the other Party's sole cost and expense)disclosure.

Exceptions to Confidentiality. Notwithstanding the provisions of Sections 4.01 or 4.02, neither Party shall be required to restrict use and/or disclosure with respect to portions of Lucent Information, Company Information or the Joint Information, if any: (i) that are independently developed by the receiving Party, solely by personnel with no access to such portions furnished under this Agreement to the receiving Party; (ii) that are lawfully received from another source having the right to so furnish such portions without breach of this Agreement; (iii) that have become generally known to the public, provided that such public knowledge was not the result of any breach of this Agreement attributable to the receiving Party;; Back to Contents (iv) that at the time of furnishing to the receiving Party was known to the receiving Party as evidenced by documentation or other evidence available to the receiving Party; (v) that the disclosing Party otherwise explicitly agrees in writing need not be kept confidential; or (vi) that is disclosed pursuant to governmental or judicial order or request provided that the Party receiving such request or order shall, whenever practicable, promptly notify the other Party and shall reasonably cooperate with the other Party in contesting such disclosure or in obtaining confidential treatment of any disclosed information (at the other Party's ’s sole cost and expense).

Exceptions to Confidentiality. Notwithstanding the provisions The Receiving Party’s obligations set forth in this Agreement shall not extend to any Confidential Information of Sections 4.01 or 4.02, neither Party shall be required to restrict use and/or disclosure with respect to portions of Lucent Information, Company Information or the Joint Information, if anya Disclosing Party: (i) that are independently developed is or hereafter becomes part of the public domain by public use, publication, general knowledge or the like through no breach of this Agreement by the receiving Party, solely by personnel with no access to such portions furnished under this Agreement to the receiving PartyReceiving Party or its Recipients; (ii) that are lawfully is received from another source having the right to so furnish such portions a third party without restriction and without breach of this Agreementany agreement between such third party and the Disclosing Party; (iii) that have become generally known the Receiving Party can demonstrate was already in its possession prior to its receipt from the Disclosing Party; provided, that, with respect to the publicConfidential Information of the Company, provided that the Seller shall, following the Closing, be deemed to have received such public knowledge was not Confidential Information from a Disclosing Party from and after the result of any breach of this Agreement attributable to the receiving PartyClosing; (iv) that at the time of furnishing to the receiving Party was known to the receiving Party as evidenced by documentation or other evidence is generally made available to third parties by the receiving PartyDisclosing Party without restriction on disclosure; (v) that the disclosing Receiving Party otherwise explicitly agrees in writing need not be kept confidentialcan demonstrate was independently developed by the Receiving Party without use of or reliance on Confidential Information of the Disclosing Party; or (vi) that is disclosed pursuant to governmental the extent necessary to enforce such receiving Party’s rights under this Agreement or judicial order or request provided that the Party receiving such request or order shall, whenever practicable, promptly notify the other Party and shall reasonably cooperate with the other Party in contesting such disclosure or in obtaining confidential treatment of any disclosed information (at the other Party's sole cost and expense)Ancillary Agreement.