Limitations on Confidentiality Sample Clauses

Limitations on Confidentiality. The Participant understands that the foregoing confidentiality provisions do not prohibit Participant from providing truthful information in good faith to any federal, state or local governmental agency, entity or official regarding an alleged violation of federal or state law or regulation or any other disclosures that are protected under the whistleblower provisions of federal or state law. The Participant understands that Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Limitations on Confidentiality. The obligation of confidentiality contained in this Article VIII shall not apply to the extent that: i) the Receiving Party is required to disclose Confidential Information by applicable law, regulation or order of a governmental agency or a court of competent jurisdiction; ii) the Receiving Party can demonstrate that the disclosed Confidential Information was, at the time of disclosure, already in the public domain other than as a result of actions or failure to act of the Receiving Party, its officers, directors or employees, in violation hereof; iii) the disclosed Confidential Information was rightfully known by the Receiving Party (as shown by its written records) prior to the date of disclosure to the Receiving Party in connection with this Agreement; or iv) the disclosed Confidential Information was received by the Receiving Party on an unrestricted basis from a source which is not under a duty of confidentiality to the other Party.

Limitations on Confidentiality. The obligation of confidentiality contained in Section 7.3 shall not apply to the extent that (i) a party is required to disclose information by applicable law, such as pursuant to Securities and Exchange Commission rules and regulations, or order of a governmental agency or a court of competent jurisdiction, (ii) a party can demonstrate that the disclosed information was, at the time of disclosure, already in the public domain other than as a result of actions or failure to act of a party, its officers, directors, employees, Affiliates and Sublicensees in violation hereof; (iii) the disclosed information was rightfully known by a party or its Affiliates or sublicensees (as shown by its written records) prior to the date of disclosure to the other party in connection with this Agreement; or (iv) the disclosed information was received by a party or its Affiliates or Sublicensees on an unrestricted basis from a third party source which is not the other party or an Affiliate of the other party and not under a duty of confidentiality, and which was rightfully known to said source.

Limitations on Confidentiality. Notwithstanding the foregoing, the restrictions on confidentiality noted above shall not be applicable to: (i) the Undersigned’s obligation to disclose any such information pursuant to a request or order under applicable laws and regulations or pursuant to a subpoena or other legal process; provided, however, the Undersigned shall provide the Owner with prompt oral and written notice identifying the confidential information it intends to disclose so that the Owner may, if it so desires, obtain a protective order; (ii) the Undersigned’s obligation to disclose any confidential information to financial institutions, auditors, counsel or other advisors of the Undersigned for the purposes of evaluating the Proposed Transaction; (iii) the Undersigned’s right to use any such confidential information in connection with the Proposed Transaction; and (iv) any such confidential information that becomes part of the public domain independently of any act of the Undersigned not permitted hereunder (through publication or otherwise) or when identical or substantially similar information is received by the Undersigned without restriction as to its disclosure or use.

Limitations on Confidentiality. The Participant understands that the foregoing confidentiality provisions do not prohibit the Participant from providing truthful information in good faith to any federal or state governmental agency, entity or official investigating an alleged violation of federal or state law or regulation. Nothing in this Agreement prohibits the Participant from engaging in legally protected conduct, including reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Security and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. The Participant understands that the Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Participant also understands that if the Participant files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Participant may disclose the trade secret to the Participant’s attorney and use the trade secret information in the court proceeding, if (a) the Participant files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. 5.

Limitations on Confidentiality. It is understood that the term “Confidential Information” does not include information which: (i) is publicly known at the time of its disclosure; (ii) after disclosure to Recipient, has become publicly known other than through breach of this Agreement; (iii) Recipient can show was known to it, other than under a subsisting obligation of confidentiality or restricted use, prior to the disclosure by TWIA; (iv) Recipient can show was made available to it by a third party who had a right to do so and has not imposed on Recipient any subsisting obligation of confidentiality or restricted use in respect thereof; or (v) is required to be disclosed by Recipient by order of the Court. If permitted by law, Recipient will notify TWIA of such order so that TWIA may, at its discretion and expense, attempt to limit or eliminate such disclosure.

Limitations on Confidentiality. Nothing in this Agreement shall be interpreted as placing any obligation of confidentiality and non-use by the Receiving party with respect to any information that: can be demonstrated to have been in the public domain as of the effective date of this agreement, or legitimately comes into the public domain through no fault of the Receiving party; can be demonstrated to have been known to the Receiving party prior to execution of this Agreement and was not acquired, directly or indirectly, from The Disclosing Party or from a third party under a continuing obligation of confidentiality; can be demonstrated to have been rightfully received by the Receiving party after disclosure under this Agreement from a third party who did not require same to hold it in confidence or limit its use, and who did not acquire it, directly or indirectly, from The Disclosing Party under a continuing obligation of confidentiality; can be demonstrated to have been independently developed by personnel of the Receiving party who had no substantive knowledge of any information provided by The Disclosing Party; is permitted to be disclosed or used pursuant to an express written consent from an authorized officer of The Disclosing Party; or is required to be disclosed pursuant to law or court order; provided that the Receiving party provide prior notice to The Disclosing Party and provides sufficient time to The Disclosing Party to assert any exclusions or privileges that may be available by law.

Limitations on Confidentiality. Notwithstanding the foregoing, Confidential Information shall not include information that: (i) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure by Capnia to Distributor as can be shown by contemporaneous written documentation; (ii) becomes publicly known or made generally available without a duty of confidentiality after disclosure by Capnia to Distributor through no action or inaction by Distributor; (iii) is in the rightful possession of Distributor without confidentiality obligations at the time of disclosure by Capnia as shown by Distributor’s then-contemporaneous written files and records kept in the ordinary course of business; or (iv) is obtained by Distributor from a third party without an accompanying duty of confidentiality without a breach of such third party’s obligations of confidentiality. In the event Distributor is legally compelled to disclose Confidential Information, Distributor shall provide notice as soon as is reasonably practicable to Capnia, if legally permissible; shall provide reasonable assistance to Capnia to obtain a protective order or otherwise prevent public disclosure of such Confidential Information; and shall furnish only that portion of the Confidential Information that is legally required to be disclosed.

Limitations on Confidentiality. The obligation of confidentiality contained in this Article VIII shall not apply to the extent that: i) the Receiving Party is required to disclose information by applicable law, regulation or order of a governmental agency or a court of competent jurisdiction; ii) the Receiving Party can demonstrate that the disclosed information was at the time of disclosure already in the public domain other than as a result of actions or failure to act of the Receiving Party, its officers, directors or employees, in violation hereof; iii) the Text which has been omitted and filed separately under Rule 24b-2, pursuant to which Neoprobe Corporation has requested confidential treatment of this information, has been replaced by "***" in this Exhibit. 11 Omitted portions of this Exhibit are subject to a Request for Confidential Treatment under Rule 24b-2. disclosed information was rightfully known by the Receiving Party (as shown by its written records) prior to the date of disclosure to the Receiving Party in connection with this Agreement; or iv) the disclosed information was received by the Receiving Party on an unrestricted basis from a source which is not under a duty of confidentiality to the other party.