Master Alliance Provisions Guide (MAPGuide)

Funder Development 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 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

12. Announcements and Publications

12.1 Announcements. Save as required by law or any competent regulatory authority or in compliance with this Clause, the Parties shall consult on and agree the form of all press releases, publications and public announcements concerning this Agreement, its subject matter or the FUNDER Funding. Notwithstanding the foregoing, the Parties agree that the summarised progress and outcomes of the Project, a summary of the terms and conditions of this Agreement, the name of the Partner and the Project Lead, and the amount of the FUNDER Funding, will be published or otherwise disseminated to the public in an appropriate form in accordance with the FUNDER Policies.

13. Confidentiality

13.1 Confidentiality Obligations. Subject to the provisions of this Clause 13, each Party undertakes that both during the term of this Agreement and for a period of ten (10) years 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.

13.2. Each Party shall take all reasonable security precautions in relation to the Confidential Information under its control. Where the Partner engages any collaborator or sub–contractor, the Partner shall ensure that such collaborator or sub–contractor shall be bound by confidentiality obligations which are at least as onerous as those set out under in Agreement. Each Party shall ensure that all staff and third parties to whom Confidential Information of the other Party is disclosed are:

13.2.1. informed of the provisions of Clause 13 of this Agreement; and

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

13.3. Exceptions. Clause 13.1 shall not apply to:

13.3.1. 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;

13.3.2. information which is independently developed by employees of the receiving Party who have not had access to the Confidential Information of the disclosing Party;

13.3.3. 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;

13.3.4. the disclosure of Confidential Information to a Party’s officers, employees, staff, consultants or professional advisors and in the case of the Partner, to collaborators and contractors pursuant to Clause 13.2 whose province it is to know, and who are bound by confidentiality and non–use obligations at least as onerous as those herein;

13.3.5. the disclosure of information by either Party to the JMAG or any development–partnering–agreement–3/” target=”_blank” rel=”noopener“>Site Visit Group;

13.3.6. 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;

13.3.7. the disclosure of Partner’s Confidential Information by FUNDER:

13.3.8. where such disclosure is expressly provided for in the terms of this Agreement including where FUNDER has exercised the Licences pursuant to development–partnering–agreement–8/” target=”_blank” rel=”noopener“>Clause 9; or

13.3.9. to any member of the FUNDER Group.

13.4. In recognition of the FUNDER Mission, nothing in this Clause 13 shall prevent FUNDER 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 other applications made to it for funding in furtherance of its objects.