Provision Language
6. Confidentiality and Publicity
6.1 “Confidential Information” whether written, oral, or observed is defined as: (a) the terms and conditions of this Agreement and the Appendices; (b) Project Materials as defined in Section 7 of this Agreement; (c) information relating to the Foundation’s strategy, finances, investments, grant agreements, contracts, existing or prospective grantees, non-publicized or prospective grants, co-chairs, property, guests, or internal events; and (d) any other information the Foundation or CUREVAC label or indicate should be treated as confidential and/or proprietary. For the purposes of this Agreement this Section 6 substitutes in its entirety Article 6 of the Framework Agreement on “Confidentiality” including, in particular, how Confidential Information is defined and treated in connection with performance of the Activities described in the Project Collaboration Plan.
6.2 Each Party will use Confidential Information disclosed by the other Party only to perform the Activities and, except as otherwise provided in this Agreement or the Appendices, a Party receiving Confidential Information from a disclosing Party will not disclose such Confidential Information of the disclosing Party to any third party without the disclosing Party’s prior written consent. A receiving Party may disclose Confidential Information of a disclosing Party: (a) on a “need-to-know-basis” to its employees, board members, consultants, agents, representatives, trustees, officers and Subcontractors performing the Activities under this Agreement, provided the employees, board members, consultants, agents, representatives, trustees, officers and Subcontractors have agreed to comply with the requirements of this Section; and (b) to the extent required by law, regulation, or court order, provided that, in such event, the receiving Party provides the disclosing Party with as much advance notice as is feasible and permitted by law.
The obligations of this Section will survive for a period of [*****] following the expiration or termination of the Agreement.
6.3 The provisions of this Section will not apply to information or material that: (a) is generally available as part of the public domain prior to disclosure by or on behalf of a disclosing Party, or becomes so available through no fault of the receiving Party; (b) is developed independently by the receiving Party or is received by a receiving Party from a third party (with no breach of any duty owed by the third party to the disclosing Party) independent of performing the Activities, (c) is required to be disclosed under an applicable law, regulation or court order; or (d) is agreed in writing by the Party owning or controlling such information or materials.
6.4 Neither Party may use the other Party’s name or marks for any promotional purpose or otherwise, nor will it refer to this Agreement or its Appendices or use the other Party’s name or marks in any publicly available materials, including any news release or public announcement, without the other Party’s prior written consent. Notwithstanding the foregoing the Parties agree that either Party may use the name or the mark of the other Party for stating the existing collaboration between the Parties based on this Agreement.
6.5 Each Party acknowledges that the other Party will have no adequate remedy at law if the Party breaches the terms of this Section. In such event, the non-breaching Party will have the right, in addition to any other available rights, to seek in any court of competent jurisdiction, injunctive or other relief to restrain any breach or threatened breach of this Section.
6.6 The Parties agree that each Party may, following the Effective Date, issue a press release describing this Agreement in general terms, provided that the content of any such press release shall first be approved by the other Party; such approval shall not be unreasonably be withheld or delayed.
6.7 As provided in Section 9.5, the provisions of this Section will remain in force after completion or termination of this Agreement and the Appendices.