Provision Language
ARTICLE 8. CONFIDENTIALITY
8.1 Confidentiality. If necessary, the parties will exchange information, which they consider to be confidential. The recipient of such information agrees to accept the disclosure of said information which is marked as confidential at the time it is sent to the recipient, and to employ all reasonable efforts to maintain the information secret and confidential, such efforts to be no less than the degree of care employed by the recipient to preserve and safeguard its own confidential information. The information shall not be disclosed or revealed to anyone except employees of the recipient who have a need to know the information and who have entered into a secrecy agreement with the recipient under which such employees are required to maintain confidential the proprietary information of the recipient and such employees shall be advised by the recipient of the confidential nature of the information and that the information shall be treated accordingly.
The obligations of this Section 8.1 shall also apply to Affiliates and/or Sublicensee(s) provided such information by Company. JHU’s, Company’s, Affiliates, and Sublicensee(s)’s obligations under this Section 8.1 shall extend until [ * ] years after the termination of this Agreement.
8.2 Exceptions. The recipient’s obligations under Section 8.1 shall not extend to any part of the information:
(a) that can be demonstrated to have been in the public domain or publicly known and readily available to the trade or the public prior to the date of the disclosure; or
(b) that can be demonstrated, from written records to have been in the recipient’s possession or readily available to the recipient from another source not under obligation of secrecy to the disclosing party prior to the disclosure; or
(c) that becomes part of the public domain or publicly known by publication or otherwise, not due to any unauthorized act by the recipient; or
(d) that is demonstrated from written records to have been developed by or for the receiving party without reference to confidential information disclosed by the disclosing party.
(e) that is required to be disclosed by law, government regulation or court order.
ARTICLE 10. MISCELLANEOUS
10.1 Use of Name. Company, Affiliates and Sublicensee(s) shall not use the name of The Johns Hopkins University or The Johns Hopkins Health System or any of its constituent parts, such as the Johns Hopkins Hospital or any contraction thereof or the name of Inventors in any advertising, promotional, sales literature or fundraising documents without prior written consent from an authorized representative of JHU. Company, Affiliates and Sublicensee(s) shall allow at least seven (7) business days’ notice of any proposed public disclosure for JHU’s review and comment or to provide written consent.