Exceptions to Duty Clause Samples

Exceptions to Duty. Microsoft's obligations under Section 12(a) will not apply to any infringement claim that is based on your (1)

Exceptions to Duty. The obligations of Articles 3 and 4 shall not apply to Confidential Information that: (a) As evidenced by a Receiving Party’s written records, was lawfully known to the Receiving Party prior to its communication by the Disclosing Party and was not communicated to the Receiving Party subject to any restrictions on disclosure or use; (b) As evidenced by a Receiving Party’s written records, is independently developed by the Receiving Party without use or knowledge of or access to the Confidential Information; (c) As evidenced by a Receiving Party, is or becomes publicly known other than by a breach of this Agreement by the Receiving Party; or (d) As evidenced by a Receiving Party, becomes known to the Receiving Party by the lawful action of a third party not in breach of a duty of confidence and the third party did not restrict the Receiving Party in its further use or disclosure. Confidential Information specific to particular products or circumstances shall not qualify for the foregoing exceptions merely if embraced by general disclosures regarding other products or circumstances. A combination of features shall not qualify for the foregoing exceptions merely if individual features of such combination qualify for an exception.

Exceptions to Duty. This Agreement does not restrict disclosure or use of information that would otherwise qualify as Proprietary Information if the Receiving Party can show that any one of the following conditions exists. (a) The Receiving Party knew (as can be shown by documentary evidence predating the date of the first original signature to this original Agreement) the information prior to disclosure by the Disclosing Party and held it without restriction as to further disclosure. (b) Another source disclosed the information to the Receiving Party without breaching obligations of confidentiality and did not restrict the Receiving Party in its further use or disclosure. (c) The information was already in the public domain when the Disclosing Party disclosed it to the Receiving Party, or entered the public domain after the Disclosing Party disclosed it under this Agreement, but through no fault of the Receiving Party. (d) Public disclosure is required by government regulation or order. In such case the Receiving Party shall publicly disclose the minimum amount of Proprietary Information of the Disclosing Party necessary to comply with the regulation or order.

Exceptions to Duty. The restriction on use, release, disclosure and return of Proprietary Information shall not apply to data or information that: A. was in the public domain at the time it was disclosed or becomes part of the public domain after it was disclosed other than through a breach of this Agreement; B. was known to the receiving Party at the time of receipt; C. it is freely disclosed by the owner of the Proprietary Information to a third party without an obligation of confidentiality or nondisclosure; D. is disclosed with the written approval of the other Party; E. becomes known to the receiving Party from a source other than the other Party without breach of this Agreement by the receiving Party.;

Exceptions to Duty. This Agreement imposes no obligation upon Recipient with respect to information that: (a) was in Recipient's possession before receipt from the Discloser; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by the Recipient from a third party without a duty of confidentiality; (d) is disclosed by the Discloser to a third party without a duty of confidentiality on the third party; (e) is disclosed under operation of law after all reasonable means have been afforded to the -------------------------------------------------------------------------------- Page 5 Novell/Company Confidential -------------------------------------------------------------------------------- Discloser to protect the information; or, (g) is disclosed by Recipient with Discloser's prior written approval.

Exceptions to Duty. This Agreement does not restrict disclosure or use of information otherwise qualifying as Proprietary Information if the receiving party can show that any one of the following conditions exists. a. The receiving party knew the information and held it without restriction as to further disclosure when the originating party disclosed the information under this Agreement. b. The receiving party developed the information independently. c. Another source lawfully disclosed the information to the receiving party and did not restrict the receiving party in its further use or disclosure. d. The information was already in the public domain when the originating party disclosed it to the receiving party; entered the public domain after the originating party disclosed it under this Agreement, but through no fault of the receiving party; or became generally known, but through no fault of the receiving party. e. The information was ascertained by proper means other than disclosure under this Agreement. f. The protection period has expired. g. The information was disclosed in response to a subpoena or court order duly issued in a judicial or legislative process, provided that the subpoenaed party notified the disclosing party of the subpoena five days prior to the disclosure, unless such notice could not reasonably be given.

Exceptions to Duty. Notwithstanding the foregoing, this Agreement does not restrict disclosure or use of any information which would otherwise be considered "Proprietary Information” if the receiving Party can demonstrate: (a) the information is published or generally known by the public (other than as a result of the breach of this Agreement); (b) the information was known by the receiving Party at the time of disclosure as evidenced by competent proof; (c) the information has become lawfully available to the receiving Party from a third party without restriction on disclosure; (d) the disclosing Party approved in writing the public release by the receiving Party; (e) the information was developed or discovered by the receiving Party without access to or use of any Proprietary Information provided by the disclosing Party; or (f) the information was required to be released pursuant to applicable law, governmental regulation, legal order, notice, subpoena, investigative demand or similar directive provided that the receiving Party first, to the extent permitted by law, gives the disclosing Party sufficient notice to provide it with a reasonable opportunity to seek injunctive or other similar equitable relief to prevent disclosure or to obtain a protective order to govern such disclosure.

Exceptions to Duty. This Agreement does not restrict disclosure or use of information otherwise qualifying as Proprietary Information if the Contractor can show that anyone of the following conditions exists. a. The Contractor knew the information and held it without restriction as to further disclosure when YFS disclosed the information under this Agreement. b. The Contractor developed the information independently. c. Another source lawfully disclosed the information to the Contractor and did not restrict the Contractor in its further use or disclosure. d. The information was already in the public domain when YFS disclosed it to the Contractor; entered the public domain after YFS disclosed it under this Agreement, but through no fault of the Contractor; or became generally known, but through no fault of the Contractor. e. The information was ascertained by proper means other than disclosure under this Agreement. f. The protection period has expired. The information was disclosed in response to a subpoena or court order duly issued in a judicial or legislative process, provided that the subpoenaed party notified YFS of the subpoena five (5) days prior to the disclosure, unless such notice could not reasonably be given.

Exceptions to Duty. This Agreement does not restrict disclosure or use of information that would otherwise qualify as Confidential Information if the Receiving Party can show that any one of the following conditions exists. (i) The Receiving Party knew the information prior to disclosure by the Disclosing Party and held it without restriction as to further disclosure. (ii) Another source lawfully discloses the information to the Receiving Party and does not restrict the Receiving Party in the further use or disclosure of the information. (iii) The information is or becomes publicly known through no fault of the Receiving Party. (iv) Public disclosure is required by government regulation or order. In such case the Receiving Party shall (1) promptly inform the Disclosing Party of such regulation or order and allow Disclosing Party the opportunity to contest such regulation or order, and (2) publicly disclose the minimum amount of Confidential Information of Disclosing Party necessary to comply with the regulation or order. (v) The Receiving Party can show by documentary evidence that the information was independently developed by the Receiving Party without use of or reference to any part of the Confidential Information of Disclosing Party.