Exceptions to obligations Clause Samples

Exceptions to obligations. 13.3.1. The obligations on the parties under this clause 13.3 will not be taken to have been breached to the extent that Confidential Information: a. is disclosed by a party to its Personnel solely in order to comply with obligations, or to exercise rights, under this Agreement; b. is disclosed to a party’s internal management Personnel, solely to enable effective management or auditing of Agreement-related activities; c. is disclosed by the Commonwealth to the responsible Minister; d. is disclosed by the Commonwealth, in response to a request by a House or a Committee of the Parliament of the Commonwealth of Australia; e. is shared by the Commonwealth (including other agencies), where this serves the Commonwealth of Australia’s legitimate interests; f. is authorised or required by law to be disclosed; or g. is in the public domain otherwise than due to a breach of this clause 13.3. 13.3.2. Where a party discloses Confidential Information to another person pursuant to clauses 13.3.1.a - 13.3.1.e, the disclosing party must notify the receiving person that the information is confidential. 13.3.3. In the circumstances referred to in clauses 13.3.1.a, 13.3.1.b and 13.3.1.e, the disclosing party agrees not to provide the information unless the receiving person agrees to keep the information confidential (subject to the exceptions in this clause 13.3). 13.3.4. The Recipient agrees to secure all of the Commonwealth's Confidential Information against loss and unauthorised access, use, modification or disclosure.

Exceptions to obligations. The Receiving Party shall have no obligation under this Section 4 with respect to any Confidential Information disclosed to it which: (a) the Receiving Party can demonstrate was already known to it (without obligation of confidentiality) at the time of its receipt hereunder; (b) is or becomes generally available to the public other than by means of breach of this Agreement or any other agreement any party may have with the Disclosing Party; (c) is independently obtained from a third party (other than any Authorized Recipient) without obligation to maintain confidentiality and whose disclosure to the Receiving Party does not violate a duty of confidentiality; or (d) is independently developed by or on behalf of the Receiving Party without use of, reference to, or reliance on any Confidential Information of the Disclosing Party. The Receiving Party acknowledges that the privacy and data security laws in some jurisdictions may prohibit or render ineffective some or all of the foregoing exclusions. If the Receiving Party is required by a court, regulator, or other body of competent jurisdiction to disclose the Disclosing Party’s Confidential Information, the Receiving Party may disclose only so much of the Disclosing Party’s Confidential Information as is legally required, provided that, where practicable and permissible, the Receiving Party has given notice of such compelled disclosure to the Disclosing Party and has given the Disclosing Party a reasonable opportunity to object to such disclosure and has provided reasonable assistance in obtaining and enforcing a protective order or other appropriate means of safeguarding any Confidential Information so required to be disclosed.

Exceptions to obligations. The obligations on the Parties under this clause 26 will not be taken to have been breached to the extent that Confidential Information:

Exceptions to obligations. The Recipient may disclose, publish, disseminate, and use Information that is: 1) already in its possession without obligation of confidentiality; 2) developed independently; 3) obtained from a source other than the Discloser without obligation of confidentiality; 4) publicly available when received, or subsequently becomes publicly available through no fault of the Recipient; or 5) disclosed by the Discloser to another without obligation of confidentiality. The Recipient may use in its business activities the ideas, concepts and know-how contained in the Discloser’s Information which are retained in the memories of Recipient’s employees who have had access to the Information under this Agreement.

Exceptions to obligations. The provisions of Clause 4.4 shall not apply to Know-how and Confidential Information which the Receiving Party can demonstrate: (a) was, prior to its receipt by the Receiving Party from the Disclosing Party, in the possession of the Receiving Party and at its free disposal; or (b) is subsequently disclosed to the Receiving Party without any obligations of confidentiality by a Third Party who was not under a duty of confidentiality and did not derive it directly or indirectly from the Disclosing Party; or (c) is or becomes generally available to the public through no act or default of the Receiving Party or its agents, employees, Affiliates or sub-licensees.

Exceptions to obligations. ‌ 8.2.1. The obligations of the High Court under this clause 8 will not be taken to have been breached to the extent that Confidential Information: a. is disclosed by the High Court to its Personnel solely in order to comply with its obligations, or to exercise its rights, under this contract‌ b. is disclosed to the High Court internal management Personnel, solely to enable effective management or auditing of contract related activities‌ c. is disclosed by the High Court to the responsible Minister d. is disclosed by the High Court in response to a request by a House or a Committee of the Parliament of the Commonwealth of Australia e. is shared by the High Court within the High Court’s organisation, or with another agency, where this serves the Commonwealth’s legitimate interests‌ f. is authorised or required by law to be disclosed or g. is in the public domain otherwise than due to a breach of this clause 8. 8.2.2. Where the High Court discloses Confidential Information to another person pursuant to clauses 8.2.1.a to 8.2.1.e, the High Court will notify the receiving person that the information is confidential. 8.2.3. In the circumstances referred to in clauses 8.2.1.a, 8.2.1.b and 8.2.1.e, the High Court agrees not to provide the information unless the receiving person agrees to keep the information confidential.

Exceptions to obligations. The provisions of Clause 11 shall not apply to Confidential Information which the Receiving Party can demonstrate by reasonable, written evidence: (a) was, prior to its receipt by the Receiving Party from the Disclosing Party, in the possession of the Receiving Party and at its free disposal; or (b) is subsequently disclosed to the Receiving Party without any obligations of confidence by a third party who has not derived it directly or indirectly from the Disclosing Party; or (c) is independently developed by the Receiving Party by individuals who have not had any direct or indirect access to the Disclosing Party’s Confidential Information; or (d) is or becomes generally available to the public through no act or default of the Receiving Party or its agents, Personnel, or Affiliates.

Exceptions to obligations. The provisions of Clause 2.1 shall not apply to know-how and other information which the Receiving Party can demonstrate by reasonable, written evidence: 2.2.1 was, prior to its receipt by the Receiving Party from the Disclosing Party, in the possession of the Receiving Party and at its free disposal; or 2.2.2 is subsequently disclosed to the Receiving Party without any obligations of confidence by a third party who has not derived it directly or indirectly from the Disclosing Party; or 2.2.3 is or becomes generally available to the public through no act or default of the Receiving Party or its employees, Affiliates or sub-licensees; or 2.2.4 the Receiving Party is required to disclose to the courts of any competent jurisdiction, or to any government regulatory agency or financial authority, provided that the Receiving Party shall: 2.2.4.1 inform the Disclosing Party as soon as is reasonably practicable; and, 2.2.4.2 at the Disclosing Party’s request seek to persuade the court, agency or authority to have the information treated in a confidential manner, where this is possible under the court, agency or authority’s procedures.

Exceptions to obligations. The provisions of Clause 5.1 shall not apply to Confidential Information which the End User can demonstrate by reasonable, written evidence: (a) is subsequently disclosed to the End User without any obligations of confidence by a third party who has not derived it directly or indirectly from the Licensor; or (b) is or becomes generally available to the public through no act or default of the End User or its agents, employees, or affiliates.