Provision Language
11. Confidentiality
11.1 Confidential Information. Except as provided herein, Harvard shall maintain under obligations of confidentiality, and shall not use for any purpose or disclose to any third party (except as set forth below) Confidential Information. “Confidential Information” means information disclosed by Licensee in accordance with Sections 2.3.2 (Sublicense agreements), 3.3 (Reporting) and 5.1 (income reports) and any information and reports generated in accordance with Section 5.3 (Records); provided that Confidential Information shall not include any information that is: (i) already known to Harvard at the time of disclosure hereunder, or (ii) now or hereafter becomes publicly known other than through acts or omissions of Harvard, or (iii) disclosed to Harvard by a third party under no obligation of confidentiality to Licensee with respect to such information or (iv) independently developed by Harvard without reliance on the information disclosed by Licensee. Notwithstanding the above, (a) Harvard may [***]; and (b) Harvard may disclose Confidential Information to (x) its employees on a need-to-know basis and on condition that such employees abide by the obligations set forth in this Section 11.1 and (y) in confidence, to lawyers, accountants and financial advisors.
11.2 Permitted Usage. Notwithstanding the provisions of Section 11.1 above, Harvard may use or disclose Confidential Information to the extent necessary to exercise their rights hereunder or fulfill their obligations and/or duties hereunder and in filing for, prosecuting or maintaining any proprietary rights, prosecuting or defending litigation, complying with applicable governmental regulations and/or submitting information to tax or other governmental authorities; provided that if Harvard is required by law to make any public disclosures of Confidential Information, to the extent it may legally do so, it will give reasonable advance notice to Licensee of such disclosure and will use its reasonable efforts to secure confidential treatment of Confidential Information prior to its disclosure (whether through protective orders or otherwise).
12. Miscellaneous
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12.3 Use of Name. Except as provided below, Licensee shall not, and shall ensure that its Affiliates and Sublicensees shall not, use or register the name “Harvard” (alone or as part of another name) or any logos, seals, insignia or other words, names, symbols or devices that identify Harvard or any Harvard school, unit, division or affiliate for any purpose except with the prior written approval of, and in accordance with restrictions required by, Harvard. This restriction shall not apply to any information required to be disclosed to any governmental entity or under any stock exchange rule (but shall not include any voluntary disclosure to the Securities and Exchange Commission for the registration of any securities, which shall be subject to Harvard’s consent to use of name).