Provision Language
Definitions
“Confidential Information” means any data, documents or other material (in any form) that is identified as confidential at the time it is disclosed.
10. Confidentiality
10.1 During implementation of the Action and for [seven (7) years] after the completion of the Action, unless another term is agreed upon, any Beneficiary (the “Receiving Beneficiary”) must keep confidential any Confidential Information that is disclosed by or on behalf of another Beneficiary (the “Disclosing Beneficiary”) during the course of the Action and identified as confidential at the time it is disclosed. If information has been identified as confidential only orally, it will be considered to be Confidential Information only if this is confirmed in writing within thirty (30) Days of the oral disclosure.
10.2 Unless otherwise agreed between the Parties, they may use Confidential Information only to implement this Consortium Agreement and the Action. No Confidential Information of the Disclosing Beneficiary may be used by the Receiving Beneficiary for any purpose other than the performance of the Receiving Beneficiary’s obligations or the exercise of the Receiving Beneficiary’s rights under this Consortium Agreement.
10.3 The Beneficiaries may disclose Confidential Information to their personnel, other individuals under the supervision and control of the Receiving Beneficiary, Affiliated Entities, Linked Third Parties, Associated Partners and/or Sub–Contractors involved in the Action only if they: (i) need to know the Confidential Information to implement this Consortium Agreement or the Action, and (ii) are bound by obligations of confidentiality at least equivalent to those set forth herein. Any disclosure of Confidential Information by the Receiving Beneficiary to other Third Parties requires the prior written consent of the Disclosing Beneficiary. The Receiving Beneficiary must use all reasonable endeavors to ensure that persons and/or entities receiving Confidential Information from it do not disclose such Confidential Information. The Receiving Beneficiary shall be responsible to the Disclosing Beneficiary for any disclosure by any such personnel, Affiliated Entities, Linked Third Parties, Associated Partners, Sub–Contractors and Third Parties, which violates the terms of this Consortium Agreement.
10.4 The confidentiality obligations under this Clause 10 do not apply if:
10.4.1 the Disclosing Beneficiary agrees in writing that it no longer considers the Confidential Information as protected by the terms of this Clause 10;
10.4.2 the Confidential Information was already known by the Receiving Beneficiary or any of its Affiliated Entities, Linked Third Parties, Associated Partners and/or Sub–Contractors or is given to such parties by a Third Party without obligation of confidentiality to the extent such Third Party was not bound by any obligation of confidentiality with respect to such Confidential Information;
10.4.3 the Receiving Beneficiary proves that the information was developed independently by the Receiving Beneficiary or its Affiliated Entity, Linked Third Parties, Associated Partners and/or Sub–Contractors without the use of Confidential Information;
10.4.4 at the time of disclosure, the Confidential Information is or after such disclosure becomes generally and publicly available, without breaching any confidentiality obligation by the Receiving Beneficiary;
10.5 Disclosure of Confidential Information shall be permitted if the Receiving Beneficiary is required to do so by or in connection with any laws, regulations or legal processing, or court of competent jurisdiction, provided that such disclosure is subject to all applicable governmental, regulatory or judicial protection available and immediate written notice of such requirement is given to the Disclosing Beneficiary with a view to agreeing the timing and the content of such disclosure. The same shall apply in case a disclosure of Confidential Information to a patent office or equivalent supervisory required for the purposes of obtaining patent protection, provided, that the Beneficiary opting for patent or similar protection must give prior written notice to the Disclosing Beneficiary with a view to agreeing the timing and the content of such disclosure.
10.6 The Receiving Beneficiary shall return to the Disclosing Beneficiary all documents or other materials containing any of the Disclosing Beneficiary’s Confidential Information, which are in its possession, power or control or in the possession, power or control of its personnel, other individuals under the supervision and control of the Receiving Beneficiary, Affiliated Entities, Linked Third Parties, Associated Partners and/or Sub–Contractors involved in the Action who have received such Confidential Information from the Receiving Beneficiary pursuant to this Clause, whenever requested to do so by the Disclosing Beneficiary, and where such Confidential Information is not required by the Receiving Beneficiary for the use or exercise of (i) Access Rights for completing the Action or (ii) other rights or licenses under this Consortium Agreement. The return or destruction of Confidential Information will not affect the Receiving Beneficiary’s obligation to observe the confidentiality and non–use restrictions in respect of the Disclosing Beneficiary’s Confidential Information set out in this Consortium Agreement. The Beneficiary shall be entitled to keep one (1) copy of the Confidential Information in a secure place for the purpose of evidence. The provisions of this Clause shall not apply to copies of electronically exchanged Confidential Information made as a matter of routine information technology backup and to Confidential Information or copies thereof which must be stored by the Receiving Beneficiary according to provisions of mandatory law.