Master Alliance Provisions Guide (MAPGuide)

WHO Template Material Transfer Agreement

  • Protecting & sharing information | Confidentiality


Confidential Information” means any and all information (in any form whether verbal, written, visual, electronic or otherwise) provided in the context of this Agreement and described by the Party providing it as confidential, and includes the Material and Data Set(s) [to be defined in the agreement recitals] as well as any information relating thereto.

2. Supply of Material and Data Sets

2.1 The Supplier may from time to time provide to the Recipient Material and Data Set(s) and other Confidential Information pursuant to the terms and conditions of this Agreement.

2.2 In order to ensure that medical confidentiality and privacy of patients are fully respected, Parties agree that Material and Data Set(s) and the other Confidential Information shall contain no Personal Data. The Supplier shall ensure that Material and Data Set(s) and the other Confidential Information contain no Personal Data prior to any disclosure or transmission of Material and Data Set (s) and other Confidential Information.

The Recipient shall hold and maintain in confidence all Confidential Information. In this connection, the Recipient shall: (i) take all reasonable measures to keep such Confidential Information confidential, including taking such action as may be appropriate to prevent the unauthorized access, use or disclosure of the Confidential Information; (ii) use the Confidential Information solely for carrying out the Project and only to the extent that is reasonably necessary to achieve the Project objectives and not for any other purpose. (Any other use or transfer to any Third Party (other than Representatives pursuant to Section 3.3 below) of the Material and Data Set(s) or the other Confidential Information by the Recipient requires the prior and written approval of the Supplier and, as required by applicable laws, the competent authorities in the Host Country.); and (iii) only disclose the Confidential Information to those persons who have a need to know or are authorized to receive the Confidential Information under the terms of this Agreement, and who are bound by similar obligations of confidentiality and restrictions on use as contained herein.

In addition, the Recipient acknowledges and agrees that the use or transfer of Material and Data Set(s) or the other Confidential Information may require the prior authorization of competent authorities in the Host Country, including with respect to Project that are not regulated as medical research in the country of the Recipient or that do not require prior authorization under the legislation of the country of the Recipient. Supplier shall use reasonable efforts to obtain any required authorizations as needed for the Project prior to sending Material and Data Set(s) or other Confidential Information to Recipient or Recipient’s designated subcontractor for the Project. Without limitation to the provisions of the preceding sentences, the Recipient agrees not to use or store the Material and Data Sets at any facility outside of the control of the Recipient unless authorized by Supplier.

The Recipient shall only authorize access to the Confidential Information to its Representatives whose knowledge is necessary to enable the Recipient to carry out the Project, and shall guarantee that such use by its Representatives shall be consistent with the assurances and obligations set forth in this Agreement. Prior to disclosing any Confidential Information to any of its Representatives, the Recipient shall obtain their written agreement and undertaking to maintain and preserve the confidentiality of the Confidential Information and to comply with each of the terms and provisions of the Agreement.

Unless different period is stipulated by the Supplier, the obligations of this Article 3 shall continue for a period of ten years after the expiration or termination of this Agreement.

The Recipient shall promptly report in writing to the Supplier any use or disclosure of the Confidential Information not provided for by this Agreement of which it becomes aware. The Supplier in its sole discretion may require the Recipient to: (a) promptly investigate and respond to the Supplier’s concerns regarding any alleged disclosure; (b) promptly resolve any problems identified by the investigation; (c) submit a corrective action plan with steps designed to prevent any future unauthorized disclosures;  and/or (d) require that all Material, Data Set(s) and other Confidential Information (including any document created by or on behalf of Recipient and containing Confidential Information) be immediately returned or destroyed.