7.0 Intellectual Property and Regulatory Rights
7.3 Confidential Information
7.3.1 General Neither Party, as the Receiving Party, shall, directly or indirectly, divulge or reveal to any person or entity any confidential information of the other Party without the Disclosing Party’s prior written consent, or use such Confidential Information except as permitted under this Project Agreement.
7.3.2 Exclusion. Such obligation of confidentiality shall not apply to information which the Receiving Party can demonstrate through competent evidence: (i) was at the time of disclosure in the public domain; (ii) has come into the public domain after disclosure through no breach of this contract; (iii) was known to the Receiving Party prior to disclosure thereof by the Disclosing Party; (iv) was lawfully disclosed to the Receiving Party by a Third Party which was not under an obligation of confidence to the Disclosing Party with respect thereto; or (v) was approved for public release by prior written permission of the Disclosing Party.
11. Miscellaneous Requirements
11.1 Associate Contractor Agreement (ACA)
In the following clause “Contractor” shall mean “subcontractor/supplier” and
(a) It is recognized that success of the Adjuvanted Recombinant COVID-19 Vaccine Development research effort depends in part upon the open exchange of information between the various Associate Contractors involved in the effort. This clause is intended to insure that there will be appropriate coordination and integration of work by the Associate Contractors to achieve complete compatibility and to prevent unnecessary duplication of effort.
By executing this contract, the Contractor assumes the responsibilities of an Associate Contractor. For the purpose of this clause, the term Contractor includes subsidiaries, affiliates, and organizations under the control of the contractor (e.g. subcontractors).
(b) Work under this contract may involve access to proprietary or confidential data from an Associate Contractor. To the extent that such data is received by the Contractor from any Associate Contractor for the performance of this contract, the Contractor hereby agrees that any proprietary information received shall remain the property of the Associate Contactor and shall be used solely for the purpose of the Adjuvanted Recombinant COVID-19 Vaccine Development research effort. Only that information which is received from another contractor in writing and which is clearly identified as proprietary or confidential shall be protected in accordance with this provision. The obligation to retain such information in confidence will be satisfied if the Contractor receiving such information utilizes the same controls as it employs to avoid disclosure, publication, or dissemination of its own proprietary information. The receiving Contractor agrees to hold such information in confidence as provided herein so long as such information is of a proprietary/confidential or limited rights nature.
(c) The Contractor hereby agrees to closely cooperate as an Associate Contractor with the other Associate Contractors on this research effort. This involves as a minimum:
(1) Maintenance of a close liaison and working relationship;
(2) Maintenance of a free and open information network with all Government-identified Associate Contractors;
(3) Delineation of detailed interface responsibilities;
(4) Entering into a written agreement with the other Associate Contractors setting forth the substance and procedures relating to the foregoing, and promptly providing the Agreements Officer/Procuring Contracting Officer with a copy of same; and,
(5) Receipt of proprietary information from the Associate Contractor and transmittal of Contractor proprietary information to the Associate Contractors subject to any applicable proprietary information exchange agreements between associate contractors when, in either case, those actions are necessary for the performance of either.
(d) In the event that the Contractor and the Associate Contractor are unable to agree upon any such interface matter of substance, or if the technical data identified is not provided as scheduled, Sanofi Pasteur shall promptly notify the Agreements Officer Representative and OTA Program Manager. The Government will determine the appropriate corrective action and will issue guidance to the affected Contractor.
(e) The Contractor agrees to insert in all subcontracts hereunder which require access to proprietary information belonging to the Associate Contractor, a provision which shall conform substantially to the language of this clause, including this paragraph (e).