Provision Language
8. Confidentiality
8.1 It is understood that during the course of this agreement, both parties may be exposed to documents, information and materials which are confidential and proprietary to the other party, including any data, materials, know-how, methods, techniques, inventions, processes, trade secrets, improvements, procedures, manuals, personnel data, financial information, computer technical expertise, and other intellectual properties and assets relating to: (a) either party’s business operations, procedures, methods, software, or pricing; or, (b) the research, development, manufacture, characteristics, use, testing, packaging, labelling, storage, distribution, processing or destruction of any pharmaceutical product, biotechnology product or medical device as relevant to the Work (Confidential Information). For the avoidance of doubt, Confidential Information excludes the Results.
8.2 All Confidential Information, whether written, verbal, electronic, tangible or intangible, made available, disclosed or otherwise made known by a party to the other party under this agreement shall be considered strictly confidential, and shall be considered the sole property of the disclosing party, as the case may be.
8.3 Subject to clause 8.6, neither party will reveal, publish or otherwise disclose any Confidential Information belonging to the other party (Proprietor) to any third party without the prior written consent of the Proprietor, such consent not to be unreasonably withheld or delayed,.
8.4 Subject to clause 8.6, Confidential Information belonging to either party shall be used by the recipient party and disclosed to and used by the recipient party’s personnel only to the extent needed to perform the Work.
8.5 The Institution shall only request access to Confidential Information belonging to the Developer to the extent that that Confidential Information is required by the Institution to enable it to carry out the Work.
8.6 The Institution shall be entitled to disclose Confidential Information of the Developer to Commissioning Bodies to the extent that such Confidential Information comprises scientific information and data relating to the Materials. The Developer agrees that such disclosures shall not be deemed a breach of this agreement.
8.7 The duty of confidentiality in this clause shall not apply to Confidential Information for which the receiving party can establish through written contemporaneous records that:
(a) was previously known to it;
(b) which is publicly available at the time of disclosure or thereafter becomes publicly available through no fault breach of this agreement by recipient party;
(c) which is lawfully disclosed to recipient party on a non-confidential basis by a third party who is not obligated to the disclosing party or any other party to retain such information in confidence;
(d) which is required by law to be disclosed; provided that, to the extent possible, recipient party gives prior notice to the disclosing party of such required disclosure; or
(e) which the parties have agreed in writing to publish or disclose to any third party.
8.8 The originals and all copies of Confidential Information belonging to the disclosing party shall be promptly returned to the disclosing party with request, in good order, upon termination or expiry of this agreement or at any other time upon the request of the disclosing party save that one copy may be retained by the receiving party for its legal files.
8.9 The provisions of this clause 8 shall survive termination of this agreement, however arising.
9. Reports and publications
[…]
9.4 Neither party shall use the name or trademark(s) of the other party or the names of the employees of the other party in any advertising or sales promotional material or in any Publication without prior written permission of such other party, provided, however, that Developer may use the name of the Institution in regulatory filings.
9.5 Notwithstanding any provisions to the contrary and subject to clause 8, the Institution shall be entitled to: (i) notify the Commissioning Bodies, upon the Commissioning Bodies’ request, that the Institution is carrying out the Work; (ii) notify the Global Stakeholders, upon the Global Stakeholders’ request, details of the Developer, Materials and Pathogens of Interest as well as the Commencement Date and the date of termination or expiry (if applicable).