Provision Language
12. Confidentiality
(a) Confidential Information shall mean any proprietary information disclosed by either Party to the other Party, in connection with this Agreement, or any data relating to, or generated in the Program (the Confidential Information). For the avoidance of doubt, any information related to the source of any biological samples provided by IAVI to Theraclone shall be considered Confidential Information of IAVI. The receiving Party agrees not to disclose the Confidential Information to its employees, directors or other advisors or representatives, except on a need to know basis to persons subject to confidentiality obligations (or with the consent of the disclosing Party), not to use the Confidential Information except for purposes contemplated by this Agreement and to use its reasonable commercial efforts to prevent its disclosure to third parties.
(b) These obligations of nondisclosure and nonuse do not apply to any Confidential Information which the receiving Party can demonstrate by reliable written evidence:
(i) was generally available to the public at the time of disclosure to the receiving Party;
(ii) was already in the possession of the receiving Party at the time of the disclosure, other than pursuant to a confidential disclosure agreement between the Parties, and not due to any unauthorized act by the receiving Party;
(iii) becomes lawfully known to it by disclosure from a third party who is legally entitled to so disclose without being made subject to an obligation of confidence by a third party;
(iv) was independently developed by an agent or employee of that receiving Party who at no time had any knowledge of or access to that Confidential Information;
(v) the receiving Party is required by law to disclose; or
(vi) is necessary for IAVI, its agents or its donors for the purpose of auditing this Agreement.
(c) Each Party acknowledges that the other Party would not have any adequate remedy at law for the breach by it of any one or more of its obligations contained in this Section 12 and agrees that, notwithstanding Section 15 (Dispute Resolution) below, in the event of any such actual or potential breach, the non-breaching Party may, in addition to the other remedies which may be available to it, file a suit inequity, to enforce such obligations by appropriate injunctive relief.
(d) Upon termination or expiration of this Agreement, each Party will, at the request of the other Party, either promptly return all confidential Information of the other Party, and any copies thereof, in its possession or control, or certify in writing that all tangible Confidential Information has been destroyed. Notwithstanding the foregoing, each Party may retain, solely for the purpose of determining the scope of its obligations under this Agreement, one (1) copy of such Confidential Information.
13. Publications and Public Announcements
[…]
(b) IAVI may include information on this Agreement in its periodic public reports and may make information about this Agreement public at any time on its web page and as part of press releases, public reports, speeches, newsletters, and other public documents. If Theraclone wishes to issue a press release, report, article or other announcement or other publication associated with, or referencing this Agreement or the Scope of Work (whether at its inception or at any time during the term of the Scope of Work), or otherwise use IAVI’s name or logo, Theraclone must contact IAVI to obtain advance written approval from IAVI which approval will not be unreasonably withheld or delayed. In any such report, article, announcement or publication, IAVI’s funding of the Discovery Program and IAVI’s source of funds will be acknowledged. Theraclone may reference information content from prior approved announcements or releases without the need for consent from IAVI on each occasion if the information is already in the public domain.
(c) Theraclone has been selected to collaborate in the Discovery Program and Theraclone may not make any statement or otherwise imply to the media, the general public or any other donor or investor that Theraclone, its operations, or its collaboration in this program is supported by any organization other than IAVI unless Theraclone has directly received funds from the other organization.
[…]
(e) The Parties will agree on procedures and rules for data handling and use of each Party’s name in public disclosures including for the use of information related to donor samples and their collection sites. The Parties shall also agree on procedures and rules for trademarks and branding with the basic goal of acknowledging both Parties’ contributions to the Discovery Program.