Provision Language
Definitions
“Confidential Information” means any and all information, including but not limited to technical, scientific and business information, knowledge, the Licensed Know-how, data and materials of a confidential or proprietary nature owned or controlled by a Party (“Disclosing Party”) and disclosed to the other Party (“Receiving Party”) under this Agreement.
MEDIGEN – MPP AGREEMENT
5. CONFIDENTIALITY AND IP RIGHTS
5.1 Treatment of Confidential Information. Each of the Parties shall ensure that, during the Term of this Agreement and thereafter until the date falling ten (10) years after the date of the expiry of the last Sublicence to expire, the Confidential Information:
i. shall not be copied or disclosed in whole or in part by or to Third Parties without having obtained the express written authorisation from the Disclosing Party, except that such written authorisation shall not be necessary in the following instances:
1. Regulatory filings;
2. Prosecuting or defending litigation;
3. Complying with applicable governmental laws and regulations; and
4. Disclosure in connection with this Agreement to its staff, consultants, actual or potential donors, advisors, officers and non-voting Board Members, subcontractors, or licensees on a “need-to-know” basis and using the same diligence as that used by the Receiving Party in protecting its own proprietary information;
ii. shall not be used in whole or in part for any purpose other than the implementation of this Agreement;
Each Party shall be liable to the other Party for breach of this obligation, whether by its employees, associates, Sublicensees or any other person to whom the Confidential Information was disclosed.
Parties shall enter into a confidentiality agreement with WHO C-TAP to comply with this Clause 5 with respect to any MEDIGEN Confidential Information received by WHO C-TAP in the course of the implementation of this Agreement.
In the event that there is current legislation on the protection of personal data, the Parties declare their recognition and respect for it.
5.2 Exceptions in the Treatment of Confidential Information. Notwithstanding Clause 6.1., neither Party shall be liable for use or disclosure of Confidential Information that:
i. is published or becomes generally known to the public through no fault or omission of the Receiving Party; or
ii. is independently developed by or for the Receiving Party without reference to or reliance upon the Confidential Information and such development can be evidenced by written documentation upon request by the Disclosing Party; or
iii. is rightfully known by the Receiving Party prior to the date of disclosure to the Receiving Party and such knowledge can be evidenced by written documentation upon request by the Disclosing Party; or
iv. The information received comes from a Third Party that does not require secrecy, or
v. is required to be disclosed by law or by judicial or administrative request. In this case, the Receiving Party will immediately notify the Issuing Party of such request so that it can file the appropriate precautionary measures, and will not disclose more Confidential Information than that which is strictly required by the judicial or administrative order.
5.3 Publication of this Agreement. The Parties agree that a copy of this Agreement as well as all Sublicences may be publicly disclosed on Parties and WHO C-TAP’s websites. Such disclosure will not constitute a breach of either Party’s obligations under this Clause 6.
FORM OF SUBLICENSE
6. CONFIDENTIALITY
6.1 Treatment of Confidential Information. Each of the Parties shall ensure that, during the Term of this Agreement and during ten (10) years thereafter, Confidential Information:
i. shall not be copied or disclosed in whole or in part by or to Third Parties without having obtained the express written authorisation from the Disclosing Party, except that such written authorisation shall not be necessary in the following instances:
1. Regulatory filings;
2. Prosecuting or defending litigation;
3. Complying with applicable governmental laws and regulations; and
4. Disclosure in connection with this Agreement to its staff, consultants, actual or potential donors, advisors, officers and non-voting Board Members, subcontractors, or licensees on a “need-to-know” basis and using the same diligence as that used by the Receiving Party in protecting its own proprietary information;
ii. shall not be used in whole or in part for any purpose other than the execution of this Agreement;
The Parties shall be liable to each other and MEDIGEN for breach of this obligation, whether by its employees, associates or any other person to whom the Confidential Information was disclosed.
In the event that there is current legislation on the protection of personal data, the Parties declare their recognition and respect for it.
6.2. Exceptions in the Treatment of Confidential Information. Notwithstanding Clause 6.1., neither Party shall be liable for use or disclosure of Confidential Information that:
i. is published or becomes generally known to the public through no fault or omission of the Receiving Party; or
ii. is independently developed by or for the Receiving Party without reference to or reliance upon the Confidential Information and such development can be evidenced by written documentation upon request by the Disclosing Party; or
iii. is rightfully known by the Receiving Party prior to the date of disclosure to the Receiving Party and such knowledge can be evidenced by written documentation upon request by the Disclosing Party; or
iv. The information received comes from a Third Party that does not require secrecy, or
v. is required to be disclosed by law or by judicial or administrative request. In this case, the Receiving Party will immediately notify the Issuing Party of such request so that it can file the appropriate precautionary measures, and will not disclose more Confidential Information than that which is strictly required by the judicial or administrative order.
6.3 Publication of this Agreement. The Parties agree that a copy of this Agreement may be publicly disclosed MPP’s, WHO C-TAP’s and MEDIGEN’s and the Sublicensee’s website. Such disclosure will not constitute a breach of either Party’s obligations under this Clause 6.