Master Alliance Provisions Guide (MAPGuide)

UC Berkeley, Therapeutics & Diagnostics, Exclusive License Agreement Template

  • Protecting & sharing information | Confidentiality


16.1 Nothing contained in this AGREEMENT will be construed as conferring any right to use in advertising, publicity or other promotional activities any name, trademark, trade name, or other designation of either party hereto by the other (including any contraction, abbreviation, or simulation of any of the foregoing), except that REGENTS may publicly identify LICENSEE’s name and contact information as an entity whom REGENTS has an agreement with that involves the commercialization of technology developed at REGENTS. Unless required by law or consented to in writing by REGENTS, the use by LICENSEE of the name “REGENTS of the University of California” or the name of any University of California campus in advertising, publicity or other promotional activities is expressly prohibited.


25.1 LICENSEE and the REGENTS will hold the other party’s proprietary business information (“Proprietary Information“) in confidence, using at least the same degree of care as the receiving party uses to protect its own proprietary information of a similar nature. Proprietary Information will be protected from the date of disclosure until five (5) years after the termination or expiration of this AGREEMENT.

25.2 LICENSEE and the REGENTS may disclose Proprietary Information to their employees, agents, provided that such parties are bound by a like duty of confidentiality as set forth in this Article 25 (Confidentiality). In addition, if a third party inquires whether a license to REGENTS’ PATENT RIGHTS is available, the REGENTS may disclose to the third party the existence of this AGREEMENT and the extent of the grant in Paragraph 3.1 (License Grant) and related definitions, but will not disclose the name of the LICENSEE unless that information is already public.

25.3 All written Proprietary Information will be marked confidential or proprietary. If the Proprietary Information is orally disclosed, then it will be reduced to writing, marked as confidential by the disclosing party and delivered to the receiving party within thirty (30) days after the oral disclosure.

25.4 Nothing contained herein will in any way restrict the right of the LICENSEE or the REGENTS to use or disclose any Proprietary Information that the recipient can demonstrate by written records:

(a) was previously known to it prior to its disclosure by the disclosing party;

(b) is public knowledge other than through acts or omissions of recipient;

(c) was lawfully obtained without restrictions on the recipient from sources independent of the disclosing party; or

(d) was independently developed by recipient.

25.5 Nothing in this AGREEMENT will restrict either party from producing Proprietary Information that is required to be disclosed: (i) in litigation or by a governmental entity or agency, or (ii) by law (including the California Public Records Act or similar applicable law), provided that the recipient uses reasonable efforts to give the party that disclosed the Proprietary Information sufficient notice to allow it a reasonable opportunity to object. To the extent feasible, the party with the obligation to disclose under subparagraph (i) in the previous sentence will make reasonable efforts to make such disclosure subject to confidentiality obligations at least as protective as the terms set forth in this Paragraph.

25.6 Upon termination or expiration of this AGREEMENT, the LICENSEE and the REGENTS upon request will destroy or return any of the disclosing party’s Proprietary Information in its possession within fifteen (15) days following the termination of this AGREEMENT and provide written confirmation of such to the other party. Each party may, however, retain one copy of such Proprietary Information for archival purposes in non-working files.