Common use of Exclusions from Nondisclosure and Nonuse Obligations Clause in Contracts

Exclusions from Nondisclosure and Nonuse Obligations. (i) Confidential Information does not include information that (A) Recipient can prove it already knew at the time of receipt from Discloser; (B) has come into the public domain without breach of confidence by Recipient; (C) was received by Recipient from a third party without restrictions on its use; (D) Recipient can prove it independently developed without use of or reference to Discloser’s data or information; or (E) Discloser agrees in writing is free of such restrictions. (ii) Notwithstanding Section 11.1(a), Recipient may disclose Discloser’s Confidential Information pursuant to a subpoena or other court process or as otherwise required by law; provided that Recipient (A) gives Discloser prompt notice of Recipient’s receipt of such subpoena or other process or the legal requirement to disclose in advance such that Discloser has opportunity to contest, (B) uses commercially reasonable efforts to obtain confidential treatment of financial and trade secret information and, (C) if reasonably practicable under the circumstances, gives Discloser a reasonable opportunity to oppose such subpoena or other process or to obtain a protective order or other remedy.