Provision Language
Definitions
“Confidential Information” means all trade secrets, processes, formulae, data, know-how, improvements, inventions, chemical or biological materials, techniques, marketing plans, strategies, customer lists, or other information that has been created, discovered, or developed by any Party or any of its Affiliates, or has otherwise become known to a Party or any of its Affiliates, as well as any other information and materials that are deemed confidential or proprietary to or by a Party or any of its Affiliates (including all information and materials of a Party’s (or its Affiliates’) customers and any other Third Party and their consultants), regardless of whether any of the foregoing are marked “confidential” or “proprietary” or communicated to the other by the disclosing Party in oral, written, graphic or electronic form. Confidential Information will include the Licensed Know-How.
6. PUBLICITY AND PUBLICATION
6.1. The Parties agree that neither party will issue a press release or public announcement concerning the transactions contemplated hereby without the advance written consent of the other party. If either party intends to issue a press release, it shall submit a draft of such proposed press release to the other party at least five (5) business days prior to the date such party intends to issue the release. After any initial press release or public announcement is made, however, each party may disclose to third parties or make public statements, by press release or otherwise, regarding the existence of this Agreement, the identity of the parties, the terms, conditions and subject matter of this Agreement, or otherwise in reference to this Agreement, provided such disclosures or statements are accurate and complete with respect to the subject matter thereof and the information disclosed therein.
6.2. Subject to Clause 12 and any confidentiality obligation to a MPP Licensee, nothing in this Agreement shall prevent or hinder registered students of the University from submitting for degrees of the University theses based on the Licensed Technology; or from following the University’s procedures for examinations and for admission to postgraduate degree status.
12. CONFIDENTIALITY
12.1. Each party agrees that, for so long as this Agreement is in effect, and for a period of 10 years thereafter, a Party receiving Confidential Information of the other Party will
(i) Maintain in confidence such Confidential Information using not less than the efforts such Party uses to maintain in confidence its own confidential information;
(ii) Not disclose such Confidential Information to any third party without the prior written consent of the other Party, except for disclosure expressly permitted under this Agreement; and
(iii) Not use such Confidential Information for any purpose except those permitted by this Agreement.
12.2. The obligations under clause 12.1 will not apply with respect to any portion of the Confidential Information that the receiving Party can show by written evidence:
(i) Is publicly disclosed by the disclosing Party, either before or after it is disclosed to the receiving Party; or
(ii) Was known to the receiving Party without any obligations to keep it confidential or any restriction on its use, prior to disclosure by the disclosing Party; or
(iii) Is subsequently disclosed to the receiving Party by a third party lawfully in the possession thereof and without any obligation to keep it confidential or any restriction on its use; or
(iv) Is published by a third party or otherwise becomes publicly available, either before or after it is disclosed to the receiving Party; or
(v) Has been independently developed by employees or contractors of the receiving Party without the aid, application or use of Confidential Information of the disclosing Party.
12.3. The receiving Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following instances:
(i) Regulatory filings;
(ii) Prosecuting or defending litigation;
(iii) Complying with applicable governmental laws and regulations;
(iv) Disclosure in connection with the performance of this Agreement and solely on a “need-to-know basis”, to Affiliates, potential collaborators, research collaborators, employees, consultants or agents, each of whom prior to disclosure must be bound by similar obligations of confidentiality and non-use at least equivalent in scope to those set forth in this clause 12; provided however that the receiving Party will remain responsible for any failure by any such person who receives Confidential Information pursuant to this clause 12 to treat such Confidential Information as required under this clause 12.
12.4. The Parties agree that a copy of this Agreement as well as of each Sub-licence Agreement may be publicly disclosed on MPP’s website. Such disclosure will not constitute a breach of either Party’s obligations under this clause 12.
Schedule 4 – Development Agreement Term Sheet
[…]
11. Confidentiality: Confidentiality obligations similar to those established in Clause 12 of the Agreement will be included in the Development Agreement. Subject to such confidentiality obligations, nothing will prevent or hinder registered students of the University from submitting for degrees of the University theses based on the Licensed Technology; or from following the University’s procedures for examinations and for admission to postgraduate degree status.
13. Trademarks and names: Development Partner will not use the University’s or MPP’s name or logo nor the name of any of the inventors or other principal researchers in any kind of promotional material other than for the purposes of complying with the Development Agreement, without the prior written agreement of both MPP and University.
Schedule 5 – Commercialisation Agreement Term Sheet
12. Confidentiality: Confidentiality obligations similar to those established in Clause 12 of the Agreement will be included in the Commercialisation Agreement. Subject to such confidentiality obligations, nothing in the Commercialisation Agreement shall prevent or hinder registered students of the University from submitting for degrees of the University theses based on the Licensed Technology; or from following the University’s procedures for examinations and for admission to postgraduate degree status.
13. Trademarks and names: Commercialisation Partner will not use the University’s or MPP’s name or logo nor the name of any of the inventors or other principal researchers in any kind of packaging and promotional material other than for the purposes of complying with the Commercialisation Agreement, without the prior written permission of both MPP’s and the University’s authorised representative. Licensed Product manufactured under the Commercialization Agreement will be marked (to the extent not prohibited by law): (i) with a notice that such Licensed Product is sold under a license from the University and MPP; and (ii) with all markings and notices as may be required by applicable law, including in relation to patent and other intellectual property.