Master Alliance Provisions Guide (MAPGuide)

CSIC-MPP, COVID-19 Antibody Diagnostic, Patent & Material License Agreement

  • Protecting & sharing information | Confidentiality

<p><span style=”fontweight: 400;”>“<strong>Confidential Informationstrong>” span><span style=”fontweight: 400;”>means any and all information, including but not limited to technical, scientific and business information, knowledge, knowhow, data and materials of a confidential or proprietary nature owned or controlled by a Party (“<em><strong>Disclosing Partystrong>em>”) and disclosed to the other Party (“<em><strong>Receiving Partystrong>em>”) under this Agreement.span>p>
<p><span style=”textdecoration: underline;”><b>6. Confidentialityb>span>p>
<p><b>6.1 Treatment of Confidential Information.b> <span style=”fontweight: 400;”>Each of the Parties shall ensure that, during the Term of this Agreement and during ten (10) years thereafter, Confidential Information:span>p>
<p style=”paddingleft: 25px;”><span style=”fontweight: 400;”>a) shall be used in a reserved manner.span>p>
<p style=”paddingleft: 25px;”><span style=”fontweight: 400;”>b) shall not be copied or disclosed in whole or in part by or to Third Parties without having span><span style=”fontweight: 400;”>obtained the express written authorization from the Disclosing Party, except that such written authorization shall not be necessary in the following instances:span>p>
<p style=”paddingleft: 50px;”><span style=”fontweight: 400;”>i. Regulatory filings;<br />
ii. Prosecuting or defending litigation;<br />
iii. Complying with applicable governmental laws and regulations; and<br />
iv. Disclosure in connection with this Agreement to its staff, consultants, actual or span><span style=”fontweight: 400;”>potential donors, advisors, officers and nonvoting Board Members, subcontractors, or licensees on aneedtoknowbasis and using the same diligence as that used by the Receiving Party in protecting its own proprietary information;span>p>
<p style=”paddingleft: 25px;”><span style=”fontweight: 400;”>c) shall not be used in whole or in part for any purpose other than the execution of this span><span style=”fontweight: 400;”>Agreement;span>p>
<p><span style=”fontweight: 400;”>The Parties shall be liable to each other for breach of this obligation, whether by its employees, associates, Sublicensees or any other person to whom the Confidential Information was disclosed.span>p>
<p><span style=”fontweight: 400;”>In the event that there is current legislation on the protection of personal data, the Parties declare their recognition and respect for it.span>p>
<p><b>6.2 Exceptions in the Treatment of Confidential Information.b> <span style=”fontweight: 400;”>Notwithstanding Subclause 5.1., no Party shall be liable for use or disclosure of Confidential Information that:span>p>
<p style=”paddingleft: 25px;”><span style=”fontweight: 400;”>a) is published or becomes generally known to the public through no fault or omission of the span><span style=”fontweight: 400;”>Receiving Party; orspan>p>
<p style=”paddingleft: 25px;”><span style=”fontweight: 400;”>b) is independently developed by or for the Receiving Party without reference to or reliance upon the Confidential Information and such development can be evidenced by written span><span style=”fontweight: 400;”>documentation upon request by the Disclosing Party; or span>p>
<p style=”paddingleft: 25px;”><span style=”fontweight: 400;”>c) is rightfully known by the Receiving Party prior to the date of disclosure to the Receiving Party and such knowledge can be evidenced by written documentation upon request by the span><span style=”fontweight: 400;”>Disclosing Party; orspan>p>
<p style=”paddingleft: 25px;”><span style=”fontweight: 400;”>d) The information received comes from a Third Party that does not require secrecy, orspan>p>
<p style=”paddingleft: 25px;”><span style=”fontweight: 400;”>e) is required to be disclosed by law or by judicial or administrative request. In this case, the Receiving Party will immediately notify the Issuing Party of such request so that it can file the appropriate precautionary measures, and will not disclose more Confidential Information than that which is strictly required by the judicial or administrative order.span>p>
<p><b>6.3 Publication of this Agreementb><strong>. strong><span style=”fontweight: 400;”>The Parties agree that a copy of this Agreement as well as all sublicences may be publicly disclosed on MPPs website. Such disclosure will not constitute a breach of either Partys obligations under this clause 6.span>p>