Master Alliance Provisions Guide (MAPGuide)

CEPI – CureVac, Framework Partnering Agreement

  • Protecting & sharing information | Confidentiality


Confidential Information” means any and all non–public data, results, Know-How, software (including non–open source code), plans, details of research work, discoveries, inventions, intended publications, intended or pending patent applications, designs, technical information, business plans, budgets and strategies, business or financial information or other information in any medium and in any form, and any physical items, prototypes, compounds, samples, components, non–public Regulatory Filings, non–public submissions to Regulatory Authorities or other articles or Materials disclosed on or after the Effective Date of this Agreement by one Party to the other Party whether orally or in writing or in any other form;

16. Announcements And Publications

16.1 Announcements

16.1.1.  Except for announcements required by law or any competent regulatory authority, the Parties shall consult on and agree in writing upon the form of all press releases, publications and public announcements concerning this Agreement, the Project and the CEPI funding.

16.1.2.  The Partner must include an acknowledgement of CEPI funding in a form approved by CEPI in advance in all press releases, publications or public announcements relating to the Project and the Platform and/or Product.

16.1.3.  In accordance with the CEPI policies, a summary of the progress and outcomes of the Project, the terms and conditions of this Agreement, the name of the Partner and the Project Lead, and the amount of the CEPI funding and Partner Contribution will be published or otherwise disseminated to the public in an appropriate form.

16.1.4.  Patent publications. Following publication of any patent in respect of the Project Technology, the Partner shall have the right to publish and reproduce any such publication freely with due acknowledgement of the sources including, where appropriate, sources of funding and the individuals and communities from whom data has been collected.

17. Confidentiality

17.1  Confidentiality Obligations. Subject to the provisions of this Clause 17, each Party undertakes that both during the Project Term and for a period of [*****] after its termination, it shall keep confidential and not disclose to any person any Confidential Information of the Party disclosed to or obtained by it in connection with this Agreement. Each Party shall take all reasonable security precautions in relation to the Confidential Information under its control. Where the Partner engages any Sub–Contractor, the Partner shall ensure that such Sub–Contractor is bound by confidentiality and non–use obligations which are at least as onerous as those set out in this Agreement. Each Party shall ensure that all staff and third parties to whom Confidential Information of the other Party is disclosed are:

17.1.1.  informed of the provisions of Clause 17 of this Agreement; and

17.1.2.  bound by confidentiality and non–use obligations at least as onerous as those herein.

17.2  Exceptions. Clause 17.1 shall not apply to:

17.2.1.  information which is or was already known to the receiving Party at the time of disclosure under this Agreement, as shown by the receiving Party’s written records, without any obligation to keep it confidential;

17.2.2.  information which is independently developed by employees of the receiving Party who have not had access to the Confidential Information of the disclosing Party as evidenced by the receiving Party’s written records;

17.2.3.  information which at the time of being disclosed or obtained by the receiving Party under this Agreement or at any time thereafter, is published or otherwise generally available to the public other than due to default by the receiving Party of its obligations hereunder;

17.2.4.  the disclosure of Confidential Information to a Party’s Affiliates officers, employees, staff, consultants or professional advisors on a need–to–know basis and in the case of the Partner, to collaborators and contractors pursuant to Clause 17.1 who are bound by confidentiality and non–use obligations at least as onerous as those herein;

17.2.5.  the disclosure of information by either Party to the JMAG, Stage Gate Committee or any site visit group is permitted but is subject to the confidentiality obligations under this Clause 17;

17.2.6.  the disclosure of information which is required to be disclosed by a competent Court or regulatory authority or otherwise by applicable law (including any requirements for disclosure under the Freedom of Information Act 2000), provided that where it is free to do so, the receiving Party shall give notice of such disclosure to the disclosing Party as soon as reasonably practicable; and/or

17.2.7.  the disclosure of Partner’s Confidential Information by CEPI where such disclosure is expressly provided for in the terms of this Agreement (including where CEPI has exercised the Public Health License) and disclosure to any member of the CEPI Group and CEPI’s funders including but not be limited to the Financial Documents and the records referred to in Clauses 3 and 4 above.

17.3 In recognition of CEPI’s mission, nothing in this Clause 17 shall prevent CEPI from using the Confidential Information, or comparing the Confidential Information to information already in its possession, in each case solely to inform its assessment of applications made to it for funding in furtherance of CEPI’s mission and other projects funded by it in furtherance of CEPI’s mission.