Confidentiality policy

For the purposes of the provisions of this policy, both the candidate and the KAERTOR FOUNDATION will be considered “Disclosing Party” and “Receiving Party“, respectively, depending on the directional flow of the information.

CONFIDENTIAL INFORMATION

The information provided by the candidate, as well as that to which they have access, as a result of their participation in the CANCER INNOVA (Business Factory Medicines) Program (hereinafter, the “Program“), is confidential, reserved and subject to intellectual and industrial property rights.

Unless expressly stated otherwise, any information that one of the parties discloses to the other party during the term of the Program will be considered confidential, regardless of the manner or means of communication used (hereinafter, the “Confidential information”).

In particular, it will be considered Confidential Information:

  1. The information that has been indicated or identified as confidential, sensitive or protected by a proprietary right by the Discloser.
  2. The information which includes data related to know-how, construction projects, software, designs, formulas, specifications, inventions, diagrams or scientific methods.
  3. The information which includes data related to technical and scientific data, analysis, formulas, concepts, processes, projects, employees, consultants, activities, internal operations or financial information.
  4. The information which includes analyses, studies, software or any other documents or supports prepared by one of the parties, its administrators or directors, its employees, agents or advisers, that contain or in any way reflect or have been created from the information defined in the previous two paragraphs.
  5. In accordance with good faith, the information disclosed, due to its nature or the circumstances in which it has been disclosed, must be considered confidential, sensitive or subject to a proprietary right by the Discloser.

EXCEPTIONS TO THE CONFIDENTIALITY OF INFORMATION

Although certain information must be considered confidential in accordance with the foregoing, this nature will not be finally granted in the event that:

  1. It has become available to the public for reasons other than the conduct of the Receiver.
  2. It is in the possession of the Receiver before it was communicated by the Discloser, unless this is due to an illegal act or breach of legal obligations by the Receiver, and provided that this circumstance is communicated to the other party at the time the information is disclosed.
  3. It has been received by the Receiver from a third party with the right to communicate said information, without the third party having imposed a duty of confidentiality on the Receiver. The Receiver, in any case, will not be able to reveal this information in the event that its communication is detrimental to the relations between the parties.
  4. Its communication has been authorized in writing by the Discloser, provided that it has been aware of the identity of the recipients of the information.
  5. The applicable law or regulations provide that it must be disclosed, or when so established by a jurisdictional or administrative body of the competent jurisdiction. In this case, the Receiver must promptly notify the Discloser of this circumstance and, to the extent permitted by applicable law, adopt all reasonable measures to minimize the extent of the communication.

USE OF CONFIDENTIAL INFORMATION

The Parties may only use Confidential Information for the purposes related to the object of the Program, and only to the extent necessary for that purpose, unless there is prior written authorization from the Disclosing Party.

The parties will use the disclosed Confidential Information within the scope of the Program only for matters related to its proper purpose, and only to the extent strictly necessary to achieve that objective.

In no case, the Confidential Information will be used in a way that damages the Disclosing Party.

The Parties undertake not to use the Confidential Information, or allow its use, for any purpose other than the object of the Program, which is detrimental to the Disclosing Party, including reverse engineering, decompiling, disassembling or translating in any other way the Confidential Information.

OBLIGATION OF CONFIDENTIALITY AND NON-DISCLOSURE

Confidential Information will always be kept as such by the Parties. In no case will it be disclosed by the Receiver to a third party without the prior consent of the Discloser.
The Receiver will not disclose Confidential Information to any person or entity, except those members of its staff, representatives or administrators or legal advisors who:

  1. need to access Confidential Information to act as assistant to the Receiver in the execution of negotiations or work;
  2. are also informed in writing by the Receiver of the confidential, sensitive or proprietary nature of the Confidential Information, and
  3. are subject to confidentiality duties with respect to the Receiver that are at least as demanding as those provided in the stipulations of this Policy

All this without prejudice to the provisions of the following fifth stipulation.

In case of breach of confidentiality duties attributable to any of the Parties, the defaulting party and its staff, representatives or administrators will be jointly and severally liable for the breach.

The Receiver undertakes to adopt all necessary measures to prevent unauthorized access by third parties to Confidential Information.

To this end, the Receiver will protect the Confidential Information that has been communicated to it using the same level of diligence that it uses to protect its own Confidential Information in order to prevent its unauthorized use, communication, copying, disclosure or publication.

Likewise, the Receiver undertakes to implement and maintain updated information security protocols that are adequate to keep safe and protect the confidentiality of all the Confidential Information disclosed.

In order to prevent unauthorized disclosure of Confidential Information to third parties, when one of the Parties discloses this information by tangible means, it shall clearly state the mention “confidential” or any other similar, before revealing it to the other party. In the event that Confidential Information is to be revealed verbally or visually, the Disclosing Party will have to declare in advance and by reliable means, its aforementioned confidential nature.

The Receiving Party shall immediately notify the Disclosing Party of any type of unauthorized disclosure of the Confidential Information, regardless of whether the Receiving Party was intentionally or at fault.

EXCEPTIONS TO THE GENERAL RULE OF CONFIDENTIALITY

In no case will the provision, communication or use of all information provided by the candidate within the framework of the Program that takes place between the entities listed below that participate in it be considered disclosure or revelation of Confidential Information, nor will it imply a breach or infringement of any of the provisions of this policy:

  • The FUNDACIÓN KÆRTOR
  • The GALICIAN INNOVATION AGENCY
  • The SCIENTIFIC FOUNDATION OF THE SPANISH ASSOCIATION AGAINST CANCER (G-28.655.033)
  • JANSSEN-CILAG, S.A. (A-28,925,899)
  • LILLY, S.A.U. (A-28058386)

The candidate is informed that, in this sense, said entities have established between themselves the corresponding confidentiality agreements with requirements as demanding as those contained in this policy.

Said entities may disclose Confidential Information to those members of their staff, representatives or administrators or legal advisors who:

  1. need to access Confidential Information to act as assistant to the Receiver in the execution of negotiations or work;
  2. are also informed in writing by the Receiver of the confidential, sensitive or proprietary nature of the Confidential Information, and
  3. are subject to confidentiality duties with respect to the Receiver that are at least as demanding as those provided in the stipulations of this Policy

OTHER REPRESENTATIONS AND WARRANTIES

The Parties may not use the Confidential Information for commercial or competitive purposes but exclusively in the manner that is necessary to comply with the obligations arising from the Program.

The Parties will not acquire any intellectual, industrial or other property rights over the Confidential Information received and will respect the rights that the Disclosing Party holds over it, except for subsequent agreements that may modify this mention (as stated in the Call Terms and Conditions)

Any of the Parties may refuse to receive any type of Confidential Information before the communication takes place.

i. It will give due compliance, and will require its employees and collaborators to also comply with any laws and regulations that are applicable for the disclosure and maintenance of personal data that are included in the Confidential Information that is disclosed.
ii. It has not been legally or contractually prevented from receiving the Confidential Information disclosed by the other Party.
iii. It has and will have implemented during the term of the Program, sufficient protocols to ensure and protect the confidentiality of the Confidential Information made available to it.

At the end of the formalized relationship between the Parties, they undertake to return the information they had and that is included in the object of this policy, assuming the obligation to proceed to the destruction of any copy thereof, regardless of the medium or format in which it is stored, except that which is necessary to keep for the fulfilment of legal or contractual obligations assumed between the Parties, which will remain blocked until then.

If the Disclosing Party of Confidential Information so requests, the Receiving Party must return or certify that it has destroyed the Confidential Information that has been provided

DURATION

The confidentiality duties regulated in this Agreement will remain in force indefinitely and will last regardless of the eventual termination of the Program and the relationship between the candidate and the entities referred to in point 5. However, the Agreements that are subsequently signed between the candidate and any of the Program partners may vary the terms and validity of the confidentiality conditions.

APPLICABLE LAW AND JURISDICTION

This policy, as well as the legal relationships that arise from it between the Parties, will be governed and interpreted in accordance with Spanish Law.
The Parties, expressly waiving the jurisdiction that may correspond to them, expressly and irrevocably submit to the Courts and Tribunals of the city of Santiago de Compostela for any issues or controversies that may arise from the interpretation, validity or compliance of this policy.

Project carried out by:

Gain
Asociación Española Contra el Cancer
Fundación Kaertor
Janssen
Lilly