Common use of Limitations on Confidentiality Clause in Contracts

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. Nothing in this Agreement shall be interpreted as placing any obligation of confidentiality confidentiality, non-use and non-use publication by the Receiving party Recipient with respect to any information Confidential Information that: : (a) can be reasonably demonstrated by Recipient to have been in the public domain as of the effective date Effective Date of this agreementAgreement, or legitimately comes into the public domain through no fault of the Receiving partyRecipient; or (b) can be reasonably demonstrated by Recipient to have been known by the Recipient prior to the Receiving party prior to execution of this Agreement Effective Date and was not acquired, directly or indirectly, from The Disclosing Party or from a third party under a continuing an obligation of confidentiality; or (c) can be reasonably 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 Recipient to have been independently developed by personnel of the Receiving party Recipient (or its Affiliates) or advisors or consultants thereof who had no substantive knowledge of any information Confidential 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 or (d) is required to be disclosed pursuant to law law, government agency or court order; order or regulations (including any regulations and rules of applicable stock exchanges), provided that the Receiving party provide Recipient provides prompt prior written notice to The Disclosing Party (subject to such notice being allowed pursuant to applicable law and regulations) and provides sufficient time to The Disclosing Party to assert any exclusions or privileges that may be available by lawlaw or applicable regulations. The Recipient shall disclose only that portion of the Confidential Information that it is legally required to disclose.

Limitations on Confidentiality. Nothing in Notwithstanding any other provision of this Agreement it is expressly understood and agreed that no Party nor its Representatives shall be interpreted liable for the disclosure of any Disclosed Information it receives as placing any obligation of confidentiality and non-use by a Receiving Party if the Receiving party with respect to any information that: can be demonstrated to have been Disclosed Information (a) is in the public domain as of at the effective date of this agreement, time it is disclosed; or legitimately comes into the public domain through no fault of the Receiving party; can be demonstrated to have been (b) was known to the Receiving party Party on a non-confidential basis prior to execution the time of this Agreement and was not acquired, directly or indirectly, its initial receipt 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 (c) is required disclosed with the Disclosing Party’s express prior written approval; or (d) subject to be the provisions of Section 5 below, is disclosed pursuant to law or the requirement of applicable law, court order, administrative agency or other governmental authority; provided that or (e) was developed independently by the Receiving party provide Party prior notice to The disclosure by the Disclosing Party, as demonstrated by the Receiving Party’s records; or (f) became lawfully available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party and provides sufficient time or its Representatives which, to The the knowledge of the Receiving Party after reasonable inquiry, is not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation to Disclosing Party to assert any exclusions or privileges that may be available by lawParty.