Master Alliance Provisions Guide (MAPGuide)

CEPI – Novavax, COVID-19 Vaccine Funding Agreement

  • Protecting & sharing information | Confidentiality

18. Confidentiality

18.1 Confidential Information. Confidential Information means non-public information disclosed by one Party to the other. For avoidance of doubt, for so long as none of the exceptions in Section 18.2 apply, COGs, production, supply, pricing and sales of Project Vaccine shall be deemed Confidential Information of Awardee, provided however, that CEPI shall have the right to utilize and disclose such Confidential Information in a manner that anonymizes Awardee’s identity by aggregating it with similar information from other of CEPI’s awardees or third parties. Each Party undertakes that during the term of this Agreement and for [***] after, it shall keep confidential and not disclose the other Party’s Confidential Information to any person other than its employees, agents, consultants, contractors, professional advisers, Subawardees and regulatory authorities and, in the case of CEPI, its funders and Assessors, who have a need to know and agree to respect its confidentiality. Each Party shall take commercially reasonable precautions to protect against unauthorized disclosure. For clarity, Project Results may be disclosed and utilized by the Parties as set out in this Agreement.

18.2. Confidentiality Limitations. Confidential Information shall not include: (a) information already known to the receiving Party and which is not subject to prexisting obligations of confidentiality; (b) information that is independently developed by the receiving Party; (c) information that is or becomes part of the public domain other than by unauthorized disclosure by receiving Party; (d) information properly obtained by the receiving Party from a source that, to the best knowledge of the receiving Party, is not bound by a confidentiality obligation to the disclosing Party; and (e) information to the limited extent that is required to be disclosed by a competent legal authority; 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.

21. Miscellaneous

21.2 Announcements and Use of Names. Neither Party shall issue any press release, public statement or public announcement with respect to this Agreement with the prior written consent of the other Party. Neither Party shall use the name or trademarks of the other Party or its Affiliates in any press release, public statement or publication without the named Party’s prior express written consent. After the initial announcement, or as required by law, either Party may disclose a description of the Project, the names of each Party and its Project Lead, and the amount of the CEPI funding without the prior consent of the other Party.