Master Alliance Provisions Guide (MAPGuide)

MPP – South African Medical Research Council, COVID-19 mRNA-Based Vaccines and Therapeutics, Grant Agreement

  • Protecting & sharing information | Confidentiality

7. Confidentiality

7.1   Definition.Confidential Information” means information which is marked with “confidential” or a similar legend upon disclosure, or if disclosed orally or observed, is designated as confidential at the time of disclosure and provided by one Party, a “Disclosing Party” to the other Party, a “Receiving Party”. Confidential Information does not include information that is: (a) already known to the Receiving Party prior to disclosure under this Agreement; (b) publicly known or becomes publicly known other than through acts or omissions of the Receiving Party, or anyone that obtained the information or materials from the Receiving Party; (c) lawfully disclosed to the Receiving Party without restriction by a third party; (d) independently developed by employees of the Receiving Party without knowledge of or access to Confidential Information; or (e) approved by release by written authorization of the Disclosing Party.

7.2   No Disclosure or Use. The Receiving Party will use reasonable efforts to safeguard the confidentiality of the Confidential Information and will not disclose or use the Confidential Information except for the purpose of performing its obligations or exercising its rights under this Agreement. For clarity, MPP shall have the right to share the reports and any other Confidential Information provided hereunder with the Funders and the WHO. If the Receiving Party is required by law, regulation or court order to disclose Confidential Information, then the Receiving Party may furnish this required Confidential Information, provided the Receiving Party has promptly notified the Disclosing Party and reasonably assisted the Disclosing Party in its efforts to seek and/or obtain a protective order or other remedy of the Disclosing Party’s election.

7.3   Survival. The obligations of nondisclosure and non–use will survive termination or expiration of this Agreement for a period of three years. Receiving Party agrees to return or destroy all Confidential Information, as requested by Disclosing Party, except that, subject to the terms and conditions herein, Receiving Party may retain one copy of Confidential Information solely to evidence its compliance and those electronic files maintained for archival purposes.

13. Miscellaneous


13.6 Use of Names. Except for disclosure of the support for the Program and Project in publications or activities directly related to this Agreement, neither Party shall use the name of the other, of Funders or of any staff member, employee or student of any other Party or any adaptation, acronym or name by which any Party is commonly known, in any advertising or sales literature or any publicity not directly related to this project without the prior written approval of the Party or individual whose name is to be used.