Provision Language
Definitions
“Confidential Information” a Party’s confidential information is: any Background disclosed by that Party to any of the other Parties for use in the Project [and identified as confidential before or at the time of disclosure] any of the Results in which that Party owns the Intellectual Property Rights; and any other information disclosed by that Party to any of the other Parties for use in the Project or under this Agreement [and identified as confidential before or at the time of disclosure or which, by its nature or from the circumstances of its disclosure, should reasonably be presumed to be confidential];
6. Confidentiality
6.1 [Without prejudice to any obligations of confidentiality in the Funding Conditions,] and subject to clause 5, none of the Parties will [, either during the Project Period or for [3][5][7] OR [10] years after the end of the Project Period,] disclose to any third party nor use for any purpose, except as expressly permitted by this Agreement, any other Party’s Confidential Information.
6.2 None of the Parties will be in breach of any obligation to keep any Background, Results or other information confidential or not to disclose it to any third party to the extent that:
(i) if it is received from another Party, it is known to the Recipient or any of the Recipient’s Group Companies (demonstrable by written records) before its receipt from another Party, and it is not already subject to any obligation of confidentiality to another Party;
(ii) it is or becomes publicly known without any breach of this Agreement or any other undertaking to keep it confidential;
(iii) it has been obtained by the Recipient or any of the Recipient’s Group Companies from a third party in circumstances where the Recipient has no reason to believe that there has been a breach of an obligation of confidentiality to another Party;
(iv) it has been developed by the Recipient or any of the Recipient’s Group Companies without reference to another Party’s Confidential Information;
(v) is disclosed pursuant to the requirement of any law or regulation (provided, in the case of a disclosure under the Freedom of Information Act 2000 or the Environmental Information Regulations 2004, none of the exceptions to that Act or those Regulations (as the case may be) applies to the information disclosed) or pursuant to the order of any Court of competent jurisdiction or the requirement of any competent regulatory authority and that, in each case where the law permits, the Party required to make that disclosure has informed the Party whose information it is, within a reasonable time after being required to make the disclosure, of the requirement to make the disclosure and the information required to be disclosed; or
(vi) it is approved for release in writing by an authorized representative of the party whose information it is.
6.3 None of the Parties will be in breach of any obligation to keep another Party’s Background, Results or other information, confidential or not to disclose them to any third party by:
(i) [except in relation to another Party’s Background which is that Party’s Confidential Information,] Publishing them if that Party has followed the procedure in clause 5.2 and has received no Confidentiality Notice within the period stated in that clause; or
(ii) making them available to any student of that Academic Party who needs to know the same in order to exercise the rights granted in this Agreement, provided they are not used except as expressly permitted by this Agreement and the student undertakes to keep that Background, those Results and that information confidential.
6.4 None of the Parties will be in breach of any obligation to keep another Party’s Background, Results or other information, confidential or not to disclose them to any third party, by making them available to any of its Group Companies or any person working for or on behalf of it or any of its Group Companies, who needs to know the same in order to exercise the rights granted in clause 4.2 or 4.8 provided they are not used except as expressly permitted by this Agreement and the recipient undertakes to keep that Background, those Results or that information confidential.
6.5 [No Party will be in breach of any obligation to keep any other Party’s Confidential Information, confidential or not to disclose it to any third party by disclosing it to the Funding Body in accordance with the Funding Conditions.]
6.6 Request for Disclosure under Freedom of Information Act. If any Party which is subject to the Freedom of Information Act 2000 or the Environmental Information Regulations 2004 receives a request under that Act or those Regulations to disclose any information which, under this Agreement, is the Confidential Information of another Party, it will notify that other Party and will consult with it promptly and, before making any disclosure under that Act or those Regulations, it will take legal advice regarding the availability and applicability of any exemptions and any other options available, and will notify that other Party of the intended response to that request. That other Party will respond to the Party which received the request within [10] days after receiving the notice if that notice requests that other Party to provide information to assist the Party which received the request to determine whether or not an exemption to the Freedom of Information Act 2000 or the Environmental Information Regulations 2004 applies to the information requested under that Act or those Regulations. That other Party may make representations in relation to that request and the proposed response and may request amendments to the proposed response. [At the request of another Party, except in order to comply with any court order or any decision of the Information Commissioner or the Information Tribunal, the Party which received the request under the Freedom of Information Act 2000 or the Environmental Information Regulations 2004 (the Disclosing Party) will not disclose any information which, under this Agreement, is that other Party’s Confidential Information in response to a request under the Freedom of Information Act 2000 or the Environmental Information Regulations 2004 provided that:
6.6.1 that other Party makes that request in writing within 10 days after receiving notice from the Disclosing Party under this clause 6.6; and
6.6.2 that other Party indemnifies the Disclosing Party and its employees and students (the Indemnified Parties), and keeps them fully and effectively indemnified, against each and every claim made against any of the Indemnified Parties as a result of the Disclosing Party not making any disclosure of the other Party’s Confidential information in response to a request under the Freedom of Information Act 2000 or the Environmental Information Regulations 2004.]
6.7 Use of Names. None of the Parties will use another Party’s name or the name of any of the Key Personnel provided by another Party, or another Party’s logo, in any press release or product advertising, or for any other promotional purpose, without first obtaining that other Party’s written consent.