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Fiocruz – AstraZeneca, COVID-19 Technological Order Agreement
- 16. Confidentiality
- 16.1 For the purpose of this Agreement any and all information exchanged between the Parties, even if exchanged orally, including, but not limited to, financial, business or scientific information will be considered confidential (“Confidential Information”).
- 16.2 The Parties shall take all necessary measures to protect the confidentiality of the Confidential Information received as a result of the execution, development and performance of this Agreement, not disclosing it to third parties, without the prior written consent of the other Party, and must therefore direct their employees and collaborators accordingly, being forbidden the reproduction, disclosure or use of any information without the written consent of the opposite Party.
- 16.3 The Parties will inform their employees, service providers and consultants who need to have access to the Confidential Information that involve the Object of this Agreement, about the confidentiality obligations assumed, being fully responsible for any violations that they may commit.
- 16.4 The Parties hereby guarantee that each person in their organization, or under their control, who received Confidential Information, is bound to confidentiality commitment in terms appropriate to fulfill the obligations contained in this Agreement.
- 16.5 There will be no breach of the confidentiality obligations provided for in this Agreement in the following cases:
- technical or commercial information that is already known to the Parties on the date of disclosure, or that has been provide to be developed independently and unrelated to this Agreement by the Party that discloses it;
- technical or commercial information that is or becomes in the public domain, with no fault of the Party(ies);
- any information that has been revealed only in general terms will know be considered public knowledge or domain;
- technical or commercial information that is received from a third party that is not under an obligation to keep technical or commercial information confidential;
- information that may have to be disclosed by law, judicial or administrative decision; and
- disclosure expressly authorized in writing by the Party.
- 16.6 When so required, the Party receiving Confidential Information shall submit evidence that supports any of the exceptions set out in clause 16.5(a), (b), (c), (d), (e) and (f) mentioned above. However, any Confidential Information that has been revealed only in general terms will not be considered to be of public knowledge.
- 16.7 The Parties recognize that the breach of confidentiality obligations agreed in this clause 16 may cause irreparable damage to the owner of the Confidential Information, which is why the receiving Party in the event of a breach, must indemnify eventual losses and damages proven suffered by the owner.
- 16.8 The confidentiality obligations in relation to the Confidential Information will be maintained during the Term of this Agreement and for a period of five (5) years after its termination or expiration, regardless of the reason.