Excluded Information Sample Clauses

Excluded Information. Confidential Information shall not include information: (a) which was known to the Recipient prior to the Recipient’s receipt from the Company; (b) which is now or shall hereafter become, through no act or failure to act upon the part of the Recipient in violation of this Agreement, generally or publicly known; (c) which is hereafter furnished to the Recipient by a third party acting lawfully and without restriction on disclosure; or (d) which is independently developed by the Recipient without the use of the Confidential Information.

Excluded Information. Notwithstanding paragraph 3(a), Protected Information excludes any information that is or becomes part of the public domain through no act or failure to act on the part of EMPLOYEE. Specifically, employees shall be permitted to retain as part of their personal portfolio copies of the employees’ original artwork and designs, provided the artwork or designs have become part of the public domain. In any dispute between the parties with respect to this exclusion, the burden of proof will be on EMPLOYEE and such proof will be by clear and convincing evidence.

Excluded Information. Even if marked as confidential, the obligations in this Section 19 will not apply to information other than Personal Information that is generally available to or known to the public, known by the Receiving Party without obligation of confidentiality before the negotiations leading to this Agreement as demonstrated by the Receiving Party’s written records, independently developed by Receiving Party outside the scope of this Agreement as demonstrated by Receiving Party’s written records, or lawfully disclosed to Receiving Party without restriction by a third party having the right to make the disclosure or required to be publicly disclosed to a tribunal. In the case of required disclosures by Contractor to tribunals, Contractor will promptly notify YHI and at no charge to YHI fully assist (but not itself pursue) YHI to obtain protective orders maintaining the confidentiality of the information.

Excluded Information. Notwithstanding any provision herein to the contrary, the requirements of this Article XIII shall not apply to any information of either Party which: (a) at the time of disclosure hereunder is generally available to the public; (b) after disclosure hereunder becomes generally available to the public, except through breach of this Article XIII by the receiving Party or its Affiliates; (c) was not acquired directly or indirectly from the disclosing Party or its Affiliates and which the receiving Party lawfully had in its possession prior to disclosure by the disclosing Party without confidentiality, nondisclosure and non-use obligations; (d) is independently developed by employees or agents of the receiving Party without the use of the Confidential Information of the disclosing Party; or (e) becomes available to the receiving Party from a Third Party that is not legally prohibited from disclosing such Confidential Information, provided such information was not acquired by such Third Party directly or indirectly from the disclosing Party or its Affiliates.

Excluded Information. The obligations of the Parties under this Agreement shall not extend to or include Confidential Information exchanged between the Parties that: (a) Is or becomes publicly available without the fault of the receiving Party; (b) Is obtained by the receiving Party from a source other than the disclosing Party and where such source was free of any restrictions owed to the disclosing Party on its use or disclosure; (c) Was in the receiving Party’s possession prior to the receiving Party’s receipt thereof from the disclosing Party, without any restriction owed to the disclosing Party on its use or disclosure; (d) Is required to be disclosed by operation of law, judicial or administrative procedure, decree or order or by any regulation or law, subject to Section 6.5 hereof; or (e) Is independently developed by Persons who did not have access to the Confidential Information.

Excluded Information. There will be no obligation of confidentiality or restriction on the use of information where: 4.1 The information is publicly available, or becomes publicly available otherwise than by action of the Bidder; or 4.2 The information was already known to the Bidder (as evidenced by its written records) prior to its receipt under this or any previous confidentiality agreement between the parties or their affiliates; or 4.3 The information was received from another party not in breach of an obligation of confidentiality.

Excluded Information. (a) As of the Effective Date, the Sellers understand that the Company is in an open window pursuant to the Company’s Window Period Policy. Each Seller also acknowledges and agrees that Purchaser is an existing stockholder of the Company and that the Purchaser may have access to and may possess nonpublic information regarding the Company not known to the Sellers (the “Excluded Information”). The Excluded Information may or may not be material, may or may not have been publicly disclosed by or on behalf of the Company or the Purchaser, directly or indirectly, and may or may not be available to the Sellers from sources other than the Company or the Purchaser. Such Excluded Information may include information received (A) by the Purchaser or its Representatives in their capacities as directors, stockholders or affiliates of the Company, (B) from the Company on a confidential basis, or (C) on a privileged basis from the attorneys, financial advisers or other Representatives of the Company. Although such Excluded Information may be indicative of a value of the Shares that is substantially different than the Purchase Price, the Sellers are experienced, sophisticated and knowledgeable in trading securities of public and private companies and understands the disadvantages to which the Sellers may be subject on account of the disparity of information as between the Purchaser and the Sellers, and the Sellers have nonetheless deemed it appropriate to engage in the sale of the Shares hereunder. In respect of this Section 2.8, each Seller further represents, warrants and acknowledges that it: (a) is a sophisticated seller with respect to its Shares, (b) has adequate information concerning its Shares, (c) has conducted, to the extent it deemed necessary, an independent investigation of such matters as, in its judgment, is necessary for it to make an informed investment decision with respect to the sale of its Shares to the Purchaser and with respect to the Purchaser as the buyer of its Shares, and (d) has not relied upon the Purchaser for any investigation into, assessment of, or evaluation with respect to the sale of its Shares to the Purchaser or with respect to the Purchaser as the purchaser of the Shares. (b) Each Seller hereby: (1) agrees that neither the Purchaser nor its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives shall have any liability to such Sellers or its affiliates with respect to the exis...

Excluded Information. Notwithstanding anything in Section 4.1 to the contrary, the term "Confidential Information" shall not include any data or information that (a) is voluntarily disclosed by the Company or has otherwise become generally known to the insurance industry (except for such public disclosure that has been made by or through Executive or by a third person with the knowledge of Executive without authorization by the Company); (b) has been independently developed and disclosed by parties other than Executive or the Company to the public generally without a breach of any obligation of confidentiality by any such person running directly or indirectly to the Company; or (c) otherwise enters the public domain through lawful means.

Excluded Information. A complete list, by non-confidential descriptive title of all Contributions, Inventions, ideas, reports or other creative works, if any, made or conceived by me prior to my employment by the Company and intended to be excluded from this Agreement, is attached as Exhibit B. I shall not assert any rights under any Contributions, Inventions, ideas, reports or other creative works as having been made or acquired by me prior to my being employed by the Company, unless such Contributions, Inventions, ideas, reports or other creative works are identified on Exhibit B. If, after the date of this Agreement, I believe that any Contribution or Invention is excluded from this Agreement, I agree to obtain written authorization from the Company, prior to applying for any patent on the Contribution or Invention, and prior to taking any steps to commercially exploit the Contribution or Invention.