Example ContractsClausesExceptions to Confidentiality
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Exceptions to Confidentiality. Nothing herein shall be construed to prevent disclosure of Confidential Information by either Party as may be required by applicable law or regulation, including Sections 13 and 15d of the Securities Exchange Act of 1934, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. The Parties agree to notify each other of any legal process seeking Confidential Information and allow that Party to take whatever legal action it deems appropriate to limit or seal this Agreement and the Transaction Agreements.

Exceptions to Confidentiality Obligation. Any obligation of confidentiality under this [Article 35.0] shall not apply to the extent that the Party seeking to avoid such obligation can show that:

Exceptions. The Receiving Party’s obligation of nondisclosure and the limitations upon the right to use the Disclosing Party’s Confidential Information will not apply to the extent that the Receiving Party can demonstrate that the Disclosing Party’s Confidential Information: # was known to the Receiving Party or any of its Affiliates prior to the time of disclosure without any obligation of confidentiality with respect to such information; # is or becomes public knowledge through no wrongful act, fault or omission of the Receiving Party or any of its Affiliates; # is subsequently obtained by the Receiving Party or any of its Affiliates from a Third Party not known by the Receiving Party after due inquiry to be under an obligation of confidentiality; # has been independently discovered or developed by employees, subcontractors, consultants or agents of the Receiving Party or any of its Affiliates without the aid, application or use of the Disclosing Party’s Confidential Information, as evidenced by contemporaneous written records; or # was made public or was otherwise released from the restrictions set forth in this Agreement by express prior written consent of the Disclosing Party.

Exceptions. Notwithstanding anything set forth above to the contrary, the Extension Rights shall, at Landlord’s option, not be in effect and Tenant may not exercise any of the Extension Rights:

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Exceptions. Notwithstanding any other provision of this Deed, the Company shall not be obligated pursuant to the terms of this Deed:

Exceptions. Notwithstanding the foregoing obligations of confidentiality and restrictions on use, the receiving Party may disclose the disclosing Party’s Confidential Information: # to the receiving Party’s employees, agents, or independent contractors who # have a need to know such Confidential Information to assist the receiving Party or act on its behalf in accordance with the terms of this Agreement; and # are bound by obligations of confidentiality and non-disclosure at least as restrictive as those set forth in Section 6.1; provided that the receiving Party shall ensure compliance with, and be liable for any breach of, Section 6.1 by any such employees, agents, or independent contractors; # to the extent necessary to comply with a court order or other applicable Law, including regulations promulgated by security exchanges; provided that the receiving Party shall, to the extent legally permissible and practicable, provide prompt notice of such required disclosure to ethe disclosing Party and cooperate, at the other Party’s sole cost and expense, with the disclosing Party’s efforts to obtain a protective order, confidential treatment, or other limitation on such required disclosure; and # to actual or prospective acquirers, licensees (including sublicensees), investors, lenders, and other financial or commercial partners (and to their respective advisors, agents, and representatives) to the extent reasonably necessary for evaluating or carrying out a transaction with such Persons, in each case under written obligations of confidentiality and non-disclosure at least as restrictive as those set forth in Section 6.1.

Exceptions. Notwithstanding anything to the contrary in this Agreement, you are not releasing: # any rights to any vested benefit under any employee pension benefit plan, as defined by ERISA (including, for the avoidance of doubt, any benefits accrued or amounts deferred under the [[Company Group:Organization]] Employee Pension Plan, the [[Company Group:Organization]] Employee Retirement Savings Plan, the [[Company Group:Organization]] Deferred Compensation Plan and the [[Company Group:Organization]] Supplemental Executive Retirement Plan); # COBRA continuation coverage, as applicable; # any rights provided in this Agreement; # any rights or claims that may arise after the date you execute the Agreement; # claims for unemployment insurance, workers’ compensation benefits, or state disability compensation; # any rights or claims you may have for indemnification and/or advancement of legal fees to the fullest extent permitted by the Bylaws as modified by this Agreement, # any claims you may have due to your status as a passive shareholder of the stock of the Company Group, or # any other rights that cannot by law be released by private agreement.

Exceptions. Please note that you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the Company Group’s trade secrets that:

Confidentiality. Employee represents and agrees that Employee will keep all terms and provisions of this Agreement confidential, except for possible disclosures to Employee’s legal and financial advisors and his spouse or to the extent required by law, and Employee further agrees that Employee will not disclose the terms, provisions or information contained in or concerning the Agreement to anyone other than those persons named above, including, but not limited to, any past, present or prospective employee or applicant for employment with the Company or any affiliate of the Company. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits, penalizes, or otherwise discourages Employee from reporting, providing testimony, participating in an investigation or proceeding, or otherwise communicating, without prior notice to the Company, information regarding any nuclear safety concern, workplace safety concern, public safety concern, or any concern about the legal or ethical management of the Company or any affiliate or Subsidiary of the Company to the United States Nuclear Regulatory Commission, Securities and Exchange Commission, U.S. Department of Labor, Equal Employment Opportunity Commission, National Labor Relations Board, Occupational Safety and Health Administration, or any other local, state, or federal agency. This Agreement does not limit Employee’s rights to receive an award for information provided to any government agency.

Confidentiality. The Parties acknowledge and confirm their respective confidentiality obligations under [Section 2.13] of the LLC Agreement as in effect as of the date hereof, and the consummation of the transactions contemplated by this Agreement shall constitute Emmis’ “withdrawal from the Company” for purposes of [Section 2.13] of the LLC Agreement.

Confidentiality. acknowledges that the content of this Lease and any related documents are confidential information. shall keep such confidential information strictly confidential and shall not disclose such confidential information to any person or entity other than ’s financial, legal, and space planning consultants, as may be required by Applicable Law (inclusive of required submissions to the Securities Exchange Commission) or judicial authority, and to proposed subtenants or assignees.

Agent and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information regarding Parent and its Subsidiaries, their operations, assets, and existing and contemplated business plans ("Confidential Information") shall be treated by Agent and the Lenders in a confidential manner, and shall not be disclosed by Agent and the Lenders to Persons who are not parties to this Agreement, except: # to attorneys' for and other advisors, accountants, auditors, and consultants to any member of the Lender Group and to employees, directors and officers of any member of the Lender Group (the Persons in this clause (i), "Lender Group Representatives") on a "need to know" basis in connection with this Agreement and the transactions contemplated hereby and on a confidential basis, # to Subsidiaries and Affiliates of any member of the Lender Group (including the Bank Product Providers), provided that any such Subsidiary or Affiliate shall have agreed to receive such information hereunder subject to the terms of this [Section 17.9], # as may be required by regulatory authorities so long as such authorities are informed of the confidential nature of such information, # as may be required by statute, decision, or judicial or administrative order, rule, or regulation; provided that # prior to any disclosure under this clause (iv), the disclosing party agrees to provide Borrower with prior notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior notice to Borrower pursuant to the terms of the applicable statute, decision, or judicial or administrative order, rule, or regulation and # any disclosure under this clause (iv) shall be limited to the portion of the Confidential Information as may be required by such statute, decision, or judicial or administrative order, rule, or regulation, # as may be agreed to in advance in writing by Borrower, # as requested or required by any Governmental Authority pursuant to any subpoena or other legal process, provided, that, # prior to any disclosure under this clause (vi) the disclosing party agrees to provide Borrower with prior written notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior written notice to Borrower pursuant to the terms of the subpoena or other legal process and # any disclosure under this clause (vi) shall be limited to the portion of the Confidential Information as may be required by such Governmental Authority pursuant to such subpoena or other legal process, # as to any such information that is or becomes generally available to the public (other than as a result of prohibited disclosure by Agent or the Lenders or the Lender Group Representatives), # in connection with any assignment, participation or pledge of any Lender's interest under this Agreement, provided that prior to receipt of Confidential Information any such assignee, participant, or pledgee shall have agreed in writing to receive such Confidential Information hereunder subject to the terms of this Section, # in connection with any litigation or other adversary proceeding involving parties hereto which such litigation or adversary proceeding involves claims related to the rights or duties of such parties under this Agreement or the other Loan Documents; provided, that, prior to any disclosure to any Person (other than any Loan Party, Agent, any Lender, any of their respective Affiliates, or their respective counsel) under this [clause (ix)] with respect to litigation involving any Person (other than Borrower, Agent, any Lender, any of their respective Affiliates, or their respective counsel), the disclosing party agrees to provide Borrower with prior written notice thereof, and # in connection with, and to the extent reasonably necessary for, the exercise of any secured creditor remedy under this Agreement or under any other Loan Document.

The Agents will maintain the confidentiality of the Information and, unless and until such Information shall have been made publicly available by the Company or by others without breach of a confidentiality agreement, shall disclose the Information only as provided for herein, authorized by the Company or as required by law or by request of a governmental authority, FINRA or court of competent jurisdiction. In the event the Agents is legally required to make disclosure of any of the Information, the Agents will give prompt notice to the Company prior to such disclosure, to the extent the Agents can practically do so.

Confidentiality. This Agreement will be confidential and the Parties will use their best efforts to preserve its confidentiality; provided, however, that the Parties mutually agree that this Agreement or its terms may be disclosed by any Party as reasonably required for its business purposes or pursuant to legal and regulatory obligations without the need to obtain the consent of the other Parties.

Confidentiality. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of Licensee, its Affiliates or its sublicensees which are provided to or subject to review by Axsome under this [Article 4] shall be deemed to be Licensee’s Confidential Information and subject to the provisions of [Article 6], provided, however, that to the extent required under any Upstream License, Axsome may share such reports and financial information with the relevant Upstream Licensor.

Confidentiality. Except to the extent otherwise required by law, the Participant shall not disclose, in whole or in part, any of the terms of this Agreement. This paragraph 22 does not prevent the Participant from disclosing the terms of this Agreement to the Participant’s spouse or beneficiary or to the Participant’s legal, tax, or financial adviser, provided that the Participant take all reasonable measures to assure that the individual to whom disclosure is made does not disclose the terms of this Agreement to a third party except as otherwise required by law.

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Confidentiality. The Participant acknowledges that the Corporation and its Affiliates continually develop Confidential Information, that the Participant may develop Confidential Information for the Corporation or its Affiliates and that the Participant may learn of Confidential Information during the course of the employment relationship. The Corporation has expended and will continue to expend substantial effort and monies in acquiring knowledge and expertise in developing goodwill in the Business of the Corporation. The Participant therefore agrees as follows:

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Each Party (including each Rights Holder) agrees not to disclose Confidential Information of the other Party received in connection with this Agreement to any third party. Each Party (including each Rights Holder) agrees not to use any such Confidential Information of the other Party for any purpose other than as set out in this Agreement without the prior written consent of the other Party in each specific case. Each Party reserves all rights in its Confidential Information, or any other information disclosed hereunder, and no rights or obligations other than those explicitly stated herein are granted or to be implied from this Agreement.

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