Master Alliance Provisions Guide (MAPGuide)

CEPI – VBI, COVID-19 Vaccine Development Funding Agreement

  • Protecting & sharing information | Confidentiality

19. Confidentiality

19.1 Confidential Information. Confidential Information means non-public information disclosed by one Party to the other and includes, in the case of Awardee, non-public information relating to its products, inventions, clinical trials and data. For avoidance of doubt, for so long as none of the exceptions in Clause 19.2 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 use and disclose such Confidential Information in a manner that anonymises 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 as defined in Sub-Clause 20.1 and for five (5) years after its expiry or termination, 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, Gavi, COVAX, 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 unauthorised disclosure and shall use the other Party’s Confidential Information only for the purposes of carrying out is obligations under, and achieving this objectives of, this Agreement. For clarity, Project Results may be disclosed and utilised by the Parties as set out in and subject to the terms of this Agreement.

19.2 Confidentiality Limitations. Confidential Information shall not include:

(a) information already known to the receiving Party or its Affiliates and which is not subject to pre-existing obligations of confidentiality;

(b) information that is independently developed by the receiving Party or its Affiliates;

(c) information that is or becomes part of the public domain other than by unauthorised disclosure by receiving Party;

(d) information properly obtained by the receiving Party or its Affiliates 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 requirement to the disclosing Party as soon as reasonably practicable.

22. Miscellaneous

[…]

22.2 Announcements and Use of Names. Neither Party shall issue any press release, public statement or public announcement with respect to this Agreement without the prior written consent of the other Party except to the extent required by applicable law or the rules of any public stock exchange. 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 except to the extent required by applicable law or the rules of any public stock exchange. 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.