“Confidential Information” means, subject to Section 4, (i) all information provided at any CAVD-Related Meeting with respect to any aspect of a CAVD Project, regardless of whether or not such information is identified or marked as confidential and regardless of whether or not a written record is subsequently provided if the information was provided orally and (ii) all recorded information, including data marked “Confidential” or bearing a similar legend.
Annex D: Master CAVD Confidential Disclosure Agreement
2. Each CAVD Member (as a Disclosing Party) may, at its own discretion, disclose certain Confidential Information owned or rightfully possessed by it to other CAVD Members from different Funded Centers or Consortia (each as the Receiving Party).
3. The CAVD Members shall ensure that all participants under their control in a CAVD-Related Meeting will have executed an agreement obligating them to refrain from disclosure or use of Confidential Information in any manner inconsistent with this CAVD Master CDA.
4. Each CAVD Member, as a Receiving Party, agrees that it will: (a) use the Confidential Information received from a Disclosing Party solely for the Purpose, (b) treat the Confidential Information with reasonable care to avoid disclosure of the Confidential Information to any third party, person, firm or corporation other than as expressly stated herein, and (c) except to the extent prohibited or, where applicable, to the extent authorized by law, be liable for use of the Disclosing Party’s Confidential Information outside the scope of the Purpose as well as for any unauthorized disclosure directly resulting from their failure to exercise such reasonable care.
4. Each CAVD Member, as a Receiving Party, agrees that it will: (a) use the Confidential Information received from a Disclosing Party solely for the Purpose (defined as “carrying out their own activities within the corresponding CAVD Projects”), (b) treat the Confidential Information with reasonable care to avoid disclosure of the Confidential Information to any third party, person, firm or corporation other than as expressly stated herein, and (c) except to the extent prohibited or, where applicable, to the extent authorized by law, be liable for use of the Disclosing Party’s Confidential Information outside the scope of the Purpose as well as for any unauthorized disclosure directly resulting from their failure to exercise such reasonable care.
5. Notwithstanding anything to the contrary in this Master CDA, the Receiving Party shall have no obligation with respect to the Confidential Information received from a Disclosing Party to the extent such information is:
(a) Already known by the Receiving Party at the time of disclosure as can be demonstrated by competent proof;
(b) Publicly known, or subsequently becomes publicly known, without the wrongful act or breach of this Master CDA by the Receiving Party;
(c) Rightfully received by the Receiving Party from a third party having the lawful right to make such a disclosure, where said disclosure is rightfully made without an express obligation of confidence;
(d) Approved for release or disclosure by written authorization of the Disclosing Party;
(e) Independently developed by the employees or agents of the Receiving Party without the use or knowledge of the Confidential Information provided by the Disclosing Party as can be demonstrated by competent proof; or
(f) Required to be disclosed pursuant to any competent judicial or government request, requirement or order, provided that the Receiving Party so disclosing takes reasonable steps to provide the Disclosing Party with sufficient prior notice in order to allow the Disclosing Party to contest such request, requirement or order and provided that such Confidential Information is disclosed only subject to reasonably available restrictions on further disclosure and use, and otherwise remains subject to the obligations of confidentiality and restricted use set forth in this Master CDA.
6. Each Receiving Party shall be entitled to disclose the Disclosing Party’s Confidential Information to its employees and the employees of its Affiliates (as defined below) as well as its agents and consultants who are bound by confidentiality and restricted use obligations no less strict than those set out herein. However, each Receiving Party shall only disclose the Disclosing Party’s Confidential Information to those of its employees, agents, consultants and Affiliates who shall reasonably need to know such Confidential Information in order to evaluate such Confidential Information for the Purpose and/or to make decisions or render advice in connection with the Purpose and who shall be informed of the existence of this Master CDA and shall agree in writing or via employment policy to be bound by the terms hereof or be otherwise bound by law not to disclose such Confidential Information. Each Receiving Party shall be responsible for ensuring that its employees, agents and consultants of its Affiliates, and its consultants who receive Confidential Information comply with the terms of this Master CDA.
8. The obligations of Paragraph 4 shall remain in effect for each subject disclosure of Confidential Information during the Disclosure Period for a period of three (3) years from date of the termination of the appertaining CAVD Projects for which Confidential Information has been transferred.
10. The Receiving Party agrees to discontinue its use of the Confidential Information and destroy or return to the Disclosing Party all written Confidential Information received hereunder or Confidential Information that has been reduced to a written form upon completion of its use in accordance with this Master CDA or upon request by the Disclosing Party that supplied such Confidential Information (which ever shall occur first); provided, however, one (1) copy of such Confidential Information may be retained by the Receiving Party to preserve an archival record of the same.
12. The CAVD Confidential Disclosure Agreement will terminate in its entirety upon the termination of the CAVD Project of either the Disclosing Party or the Receiving Party or if the Receiving Party is in breach of any of the conditions of this Master CDA.