Provision Language
12. Public Reports; Use of Name
The Foundation may include information about this investment in its periodic public reports and may make the investment public at any time on its web page and as part of press releases, public reports, speeches, newsletters and other public documents, and to the extent required by applicable law or regulation. In addition, the parties agree that the Company may issue a press release in relation to the execution of this Letter Agreement and the Investment Documents, provided that such press release has been approved in advance by the Foundation in writing. Any other announcement of the Foundation Investment by any other party, including the Company, its Representatives, directors, stockholders and agents, or any investor, will require the Foundation’s prior written approval. Such parties will also obtain the Foundation’s prior written approval for any other use of the Foundation’s name or logo in any respect; provided, however, that the Company may use the Foundation’s name for any uses that have been pre-approved in writing by the Foundation. Notwithstanding the foregoing, the Foundation’s name and logo will not be used by any party in any manner to market, sell or otherwise promote the Company, its products, services and/or business. The Foundation shall use reasonable efforts to adequately mention the Company as the technology provider in any public statements or disclosures relating to the Platform Technology.
13. Confidentiality
(a) As used herein “Confidential Information” means non-public and proprietary or sensitive information of a party (the “Disclosing Party”) relating to the Disclosing Party’s or its Affiliate’s business, finance and operations, including but not limited to the Disclosing Party’s research and/or development plans and clinical data, as well as information in relation to the Disclosing Party’s intellectual property, services, processes, customers, strategies, and technologies, that is disclosed (whether orally or in writing) prior or after the date of this Letter Agreement (including information disclosed under the Confidentiality Agreement executed by the parties on 8 March 2018, as amended) to the party receiving such Confidential Information (the “Receiving Party”) and is identified as confidential at the time of disclosure to the Receiving Party, or ought in good faith to be regarded as confidential in view of the nature of the relevant information and/or the circumstances of disclosure.
(b) The Company agrees not to disclose any Protected Health Information to the Foundation without the prior written consent of the Foundation.In the event that, during the term of this Letter Agreement, the Company or its Affiliates submit to the Foundation or its Affiliates a written proposal forproject funding, or to the extent any Project is currently or subsequently funded by the Foundation, the Company acknowledges nothing in this LetterAgreement will place any obligation of confidentiality or non-use on information submitted to the Foundation or any of its Affiliates within any (a) Proposal Narrative or Investment Document; (b) Global Access Modules and Intellectual Property Reports; (c) Measurement and Evaluation (M&E) Planning Module; (d) Clinical Studies and Regulated Research Module; (e) Data Access Module; (f) Budget and Budget Narrative; (g) Results Framework and Tracker; (h) Progress Narratives; (i) Final Narrative; (j) Deliverable & Milestone Narrative; (k) Expenditure Responsibility Reports; (l) Pre-grant Inquiry (PGI) Questionnaire; (m) Global Access Strategies, Global Access agreements, and milestones; or that is contained with (n) the Intervention TPP or (o) the Grant Agreement. For clarity, the documents referenced in (a) to (o) and highlighted in italics above refer to standard documents used by the Foundation in relation to the funding of projects.
(c) Except as expressly provided herein, a Receiving Party will not: (i) disclose any Confidential Information received from a Disclosing Party hereunder other than on a need to know basis to its Affiliates and its and their respective trustees, directors, officers, employees, representatives, consultants and agents (collectively, “Representatives”) who are subject to similar terms of confidentiality, or (ii) use the Confidential Information other than in furtherance of the performance of this Letter Agreement. The Receiving Party will protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, as the Receiving Party uses to protect its own confidential information.
(d) Nothing in this Letter Agreement will be interpreted as placing any obligation of confidentiality or non-use on the Receiving Party with respect to any information that the Receiving Party can demonstrate or provide reasonable evidence: (i) is in or enters the public domain through no fault of the Receiving Party; (ii) is already in the possession of the Receiving Party prior to receipt of Confidential Information from the Disclosing Party without breach of any confidentiality restriction; (iii) is obtained by the Receiving Party from a third party who is not under an obligation of confidentiality to the Disclosing Party and which has the lawful right to make such disclosure; (iv) is approved for disclosure by the consent of the Disclosing Party; (v) is independently developed by the Receiving Party or its Representatives without reference to the Disclosing Party’s Confidential Information; (vi) is required to be disclosed pursuant to the rules of any listing authority or stock exchange on which its securities are listed or (vii) is required to be disclosed pursuant to law, regulation or court order. In the event that Confidential Information is required to be disclosed by the Receiving Party pursuant to law, regulation or court order or rules of any listing authority or stock exchange on which its securities are listed, the Receiving Party shall make all reasonable efforts to notify the Disclosing Party of such requirement, in order to allow the Disclosing Party to seek a protective order or seek confidential treatment of such information.
(e) Nothing in this Letter Agreement shall prohibit the Foundation from any of the following: (i) analyzing the Confidential Information; (ii) comparing the Confidential Information to information in the possession of the Foundation; or (iii) making any grant or other investment to, or entering into any agreement with, any third party, including a Direct Competitor, in furtherance of the Foundation’s charitable purpose.
(f) Except as otherwise required by law and upon the request of the Disclosing Party, following the term of this Letter Agreement, the Receiving Party will either return to the Disclosing Party, or destroy all Confidential Information, except that the Receiving Party may retain copies of Confidential Information for archive and compliance purposes.
(g) If at any time the Company or any of its Affiliates has a class of securities that is publicly traded, the Company will notify the Foundation in writing when it provides the Foundation with any Confidential Information that the Company believes constitutes material non-public information which contains insider information and will identify such Confidential Information.
(h) The confidentiality provisions of this Section 13 with respect to Confidential Information will survive for a period of [***], except in the case of (i) Confidential Information contained in third party agreements that have a term of confidentiality that extends beyond such period, in which case the duties of non-use and non-disclosure of such Confidential Information shall survive for such period as stated in the applicable agreement and (ii) Confidential Information that constitutes a trade secret under applicable law, in which case the non-use and non-disclosure of such Confidential Information shall survive for such period as long as such Confidential Information is regarded a trade secret under applicable law.
(i) The confidentiality provisions of this Section 13 shall supersede and replace the confidentiality provisions agreed under the Confidentiality Agreement executed by the parties on 8 March 2018, as amended and, as of the date of this Letter Agreement, all Confidential Information exchanged under such Confidentiality Agreement shall be exclusively governed by the terms of this Section 13.