Provision Language
5. Confidentiality
5.1 “Confidential Information” – other than Exempt Information (defined below), any and all information, in whatever form or manner presented, and (a) relates to a Party’s business/operations or plans thereof, technology, research, finances, or any other proprietary information that Pfizer or MoH, may disclose through their employees or consultants under this Agreement to the other Party; (b) is or contains Identifiable Health Information; (c) Pfizer Data; or (d) is Project Data or Results, unless such Project Data or Results, in the case of Project Data or Results prepared or compiled by MoH is considered public health data.
“Exempt Information” means information that the receiving Party can demonstrate (a) was lawfully in its possession prior to the time of disclosure; (b) is or becomes public knowledge through no fault, omission, or other act of the receiving Party; (c) is obtained from a third Party lawfully entitled to possession of such information under no obligation of confidentiality to the disclosing Party; or (d) was independently collected or developed by or for the receiving Party without violating the terms of this Agreement. MoH is entitled to publicly disclose this agreement subject to reasonable redaction of any Confidential Information, to be agreed upon by the Parties.
5.2 The Parties, and each of its employees, agents, subcontractors, affiliates and other representatives (“Representatives”), shall not, either during or after the term of this Agreement disclose any Confidential Information to any third Party without the approval of the disclosing Party; or use Confidential Information for its own benefit or advantage, other than in the performance of this Agreement. Each Party shall safeguard the Confidential Information of the other Party with the same degree of care it holds its own confidential information of like kind, which shall be no less than a reasonable degree of care. No Identifiable Health Information shall be shared between the Parties and the MoH shall provide the Project Data solely in a form rendered anonymized by MoH in accordance with Regulatory Requirement such the Project Data could not reasonable be used to re–identify the identify of an individual. If Identifiable Health Information is inadvertently shared by either Party, it shall be treated as Confidential Information by the receiving Party, immediately returned to the disclosing Party, and destroyed by the receiving Party.
5.3 In the event that a Party is required by applicable law, regulation or legal process to disclose any Confidential Information of the other Party, such receiving Party will: (a) notify the disclosing Party immediately so that the disclosing Party may seek a protective order or other appropriate remedy and cooperate with disclosing Party in such efforts at the expense of the disclosing Party, (b) disclose only that portion of the Confidential Information which its legal counsel determines it is required to disclose, and (c) exercise all reasonable efforts to obtain assurance that confidential treatment will be accorded to such Confidential information.
5.4 Any and all written confidential information received by a Party pursuance to this agreement shall be returned to the disclosing Party along with all copies of the same, or shall be destroyed upon the request and at the option of the disclosing Party.
5.5 MoH will keep and safely maintain, at its expense, the Project Data for a period determined by Israeli applicable laws and regulations, but no less than (15) years after the agreement termination, (the “Retention Period”)