Except to the extent expressly authorised by this Agreement (including authorisation by any licence granted under this Agreement) or otherwise agreed in writing, the Parties agree that the Receiving Party (the Receiving Party) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (the Disclosing Party) or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under this Agreement including trade secrets, know-how, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party's past, present and future marketing, financial, business, and research and development activities of the Disclosing Party hereunder (collectively, Confidential Information), except to the extent that it can be established by the Receiving Party that such Confidential Information:
Exceptions to Confidentiality. The receiving Party’s obligations set forth in this Agreement shall not extend to any Confidential Information of the disclosing Party:
Exceptions to Confidentiality. Except with respect to the Licensor Know-How, each report provided pursuant to [Section 4.4] (Development Reporting) and Section 4.5 (Commercialization Reporting), and each Payment Report, the obligations of each Receiving Party imposed by [Section 7.1.1] (General) will not apply to any Confidential Information disclosed to the Receiving Party by the Disclosing Party that: # was known to the Receiving Party without an obligation to keep such information confidential prior to the Effective Date other than as a result of disclosure under any other agreement between the Parties (as demonstrated by competent evidence); # is or becomes generally available to the public through means other than an unauthorized disclosure by the Receiving Party, its Affiliates, or any agents to whom it or they disclosed such information; # was or subsequently is disclosed to the Receiving Party without restriction by a Third Party having a bona fide right to disclose such Confidential Information without breaching any obligation to the Disclosing Party; # is developed independently by the Receiving Party without benefit of or recourse to any of the Disclosing Party’s Confidential Information (as demonstrated by competent evidence); or # is publicly published pursuant to [Section 7.1.4] (Permitted Disclosures).
Exceptions to Confidentiality Obligation. The restrictions of confidentiality described above shall not apply to Proprietary Information # which as of the Effective Date or subsequent thereto is or becomes available to the public without breach of this Agreement, # if it is lawfully obtained from a Third Party not bound by similar confidentiality and use restrictions and obligations, # if it is known by the Receiving Party prior to disclosure as evidenced by contemporaneous records, or # if it is at any time developed by the Receiving Party independently of any disclosure made pursuant to this Agreement as evidenced by contemporaneous records. In addition, the confidentiality obligations shall not apply to the Receiving Party if the Receiving Party is legally required by applicable law, court order or Governmental Authority to disclose the Information, provided the Receiving Party discloses only the minimum to comply and, if possible and in light of the circumstances, provides reasonable prior notice to the Disclosing Party to enable it to contest the requirement or to seek a protective order.
Exceptions. Notwithstanding anything set forth above to the contrary, Extension Rights shall, at Landlord’s option, not be in effect and Tenant may not exercise any of the Extension Rights:
Exceptions. The Executive’s obligations of non-disclosure and non-use under this Agreement will not apply to any portion of Confidential Information that the Executive can demonstrate by competent proof:
Exceptions. Notwithstanding the foregoing [Section 3.2(a)], .
Exceptions. The obligation to maintain confidentiality under this Agreement does not apply to Confidential Information, which:
The obligations under this Section 11 shall not apply to any information to the extent the receiving Party can demonstrate by competent evidence that such information:
Exceptions. Confidential Information shall not include any information that the Receiving Party can prove by competent evidence: # is now, or hereafter becomes, through no act or failure to act on the part of the Receiving Party in breach of this Agreement, generally known or available to the public; # is known by the Receiving Party at the time of receiving such information, as evidenced by its records; # is hereafter furnished to the Receiving Party on a non-confidential basis by a Third Party, as a matter of right (i.e., without breaching any obligation such Third Party may have to the Disclosing Party); or # is independently discovered or developed by the Receiving Party, independently of the activities undertaken by the Receiving Party pursuant to this Agreement and without the use of Confidential Information of the Disclosing Party, as evidenced by the Receiving Party’s contemporaneously-maintained written records.
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