Buyer

Exclusions from Confidential Information
Buyers also seek to add the following common exclusions to the definition of
“Confidential Information”:
“Confidential Information shall not include:
(i)
(ii)
(iii)
information that is or becomes generally available to the public [other
than through the fault of the receiving party] [other than through a
breach of this Agreement];
information that was within Buyer’s possession prior to its being furnished
to Buyer by or on behalf of the Seller pursuant hereto or becomes available
to Buyer from a source that was not [known by Buyer [after due inquiry]
to be] bound by an obligation of confidentiality [prohibiting disclosure of
such information to Buyer] [with respect to such information]; or
information that is independently developed by Buyer or its
Representatives without the use of any Confidential Information.”
Buyers usually require that all of these exclusions apply to the “Confidential
Information” definition and not only to the “non-use” or “non-disclosure” provisions.
By applying these exclusions to the definition of “Confidential Information,”
information that falls within the exclusions is excluded from the CA’s restrictions.
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