Common use of Exceptions to Disclosure of Confidential Information Clause in Contracts

Exceptions to Disclosure of Confidential Information. The obligations of confidentiality in this agreement do not apply to Confidential Information that: (i) at the time of disclosure is already in the public domain or becomes part of the public domain through no act or fault of the receiving Party; (ii) can be clearly demonstrated by the receiving Party to have been in the receiving Party’s possession before the time it was received by the receiving Party under this agreement, and which was not then subject to any restriction in its use or disclosure; (iii) is disclosed in writing to the receiving Party after it was disclosed or made available to the receiving Party under this agreement, from another Person that is not a Party and that had no obligation to keep it confidential and that did not acquire the Confidential Information directly or indirectly from the disclosing Party; (iv) is disclosed as a result of the receiving Party’s obligation to disclose imposed by any Applicable Law, regulation, order of any Governmental Authority, regulation of any stock exchange upon which a Party or any of its Affiliates is listed, or legal process; provided, however, that disclosures under this clause (iv) are subject to section 23.6; or (v) is or was independently developed by the receiving Party without reference to the Confidential Information.

Exceptions to Disclosure of Confidential Information. The obligations of confidentiality in this agreement do not apply to Confidential Information that: (i) at the time of disclosure is already in the public domain or becomes part of the public domain through no act or fault of the receiving Party; (ii) can be clearly demonstrated by the receiving Party to have been in the receiving Party’s possession before the time it was received by the receiving Party under this agreement, and which was not then subject to any restriction in its use or disclosure; (iii) is disclosed in writing to the receiving Party after it was disclosed or made available to the receiving Party under this agreement, from another Person that is not a Party and that had no obligation to keep it confidential and that did not acquire the Confidential Information directly or indirectly from the disclosing Party; (iv) is disclosed as a result of the receiving Party’s obligation to disclose imposed by any Applicable Law, regulation, order of any Governmental Authority, regulation of any stock exchange upon which a Party or any of its Affiliates is listed, or legal process; provided, however, that disclosures under this clause (iv) are subject to section 23.622.622.6223.6; or (v) is or was independently developed by the receiving Party without reference to the Confidential Information.