Artikel 12

1. General: Both Parties recognize that successful collaboration depends on full and prompt exchange of information necessary for carrying out Projects. The nature and amount of Project Background Information to be acquired and disclosed shall be consistent with this Agreement and the terms of the Technology Management Plans contained in the individual Project Arrangements, whereby the Parties intend to make available sufficient Project Background Information and/or rights to use such information to enable the development of technologies, prototype equipment, and other activities included in a Project.
2. Exploitation: Issues related to the management of Project Background Information and Project Foreground Information, including the allocation of any benefits (including royalties) derived from the creation and exploitation of Intellectual Property in Project Foreground Information in respect to Projects under this Agreement shall be governed by the Articles of this Agreement, including the provisions of Annex I, and any Technology Management Plans (TMP) associated with a Project.
3. Project Background Information furnished by the Parties:
a) Disclosure: Unless provided otherwise, each Party shall disclose to the other Party Project Background Information in its possession or control related to each Project, provided that: (i) the Project Background Information is necessary to or useful in the implementation of a proposed or existing Project established pursuant to this Agreement. The Party in possession or control of the information shall determine whether it is “necessary to“ or “useful in“ establishing new Projects or implementing existing ones;
(ii) the Project Background Information shall be made available without affecting the rights of holders of Intellectual Property or Business Confidential Information; and
(iii) disclosure is consistent with national disclosure policies, laws, and regulations applicable to the furnishing Party.
(i) the Project Background Information is necessary to or useful in the implementation of a proposed or existing Project established pursuant to this Agreement. The Party in possession or control of the information shall determine whether it is “necessary to“ or “useful in“ establishing new Projects or implementing existing ones;
(ii) the Project Background Information shall be made available without affecting the rights of holders of Intellectual Property or Business Confidential Information; and
(iii) disclosure is consistent with national disclosure policies, laws, and regulations applicable to the furnishing Party.
b) Use: Unless provided otherwise, Project Background Information furnished by the Parties disclosed by one Party to the other may be used without charge by the other Party for Project purposes only; and the furnishing Party shall retain all its rights with respect to such Project Background Information. Where the use of Project Background Information furnished by the Parties is necessary to enable the use of Project Foreground Information, such Project Background Information furnished by the Parties may be used by the receiving Party for homeland/civil security purposes, upon written agreement of the Parties and in accordance with applicable laws.
4. Participant-Furnished Project Background Information:
a) Disclosure: Unless provided otherwise, Project Background Information furnished by a Participant involved by one Party shall be made available to the other Party and/or Participant provided the following conditions are met: (i) the Project Background Information is necessary to or useful to the Project. The Party and/or Participant in possession or having control of the information shall determine whether it is “necessary to” or “useful in” a Project;
(ii) the Project Background Information can be made available without affecting the rights of holders of Business Confidential Information or Intellectual Property; and
(iii) disclosure is consistent with national disclosure policies, laws, and regulations applicable to the furnishing Participant.
(i) the Project Background Information is necessary to or useful to the Project. The Party and/or Participant in possession or having control of the information shall determine whether it is “necessary to” or “useful in” a Project;
(ii) the Project Background Information can be made available without affecting the rights of holders of Business Confidential Information or Intellectual Property; and
(iii) disclosure is consistent with national disclosure policies, laws, and regulations applicable to the furnishing Participant.
b) Use: Project Background Information furnished by Participants may be subject to restrictions by holders of Intellectual Property. In the event that it is not subject to restrictions preventing its use, it may only be used for Project purposes. If a Party wants to use Participant-Furnished Project Background Information for purposes other than Project purposes, (which other purposes shall include, without limitation, sales and licenses to Third Parties), then the requesting Party and/or Participant must obtain any required permissions from the owner or owners of the rights to that information.
5. Project Foreground Information:
Project Foreground Information may be protected and commercialized where appropriate, in which case benefits derived from the utilization and application of such information shall be distributed as determined in the Technology Management Plan of the applicable Project Arrangement taking into account the relative contributions of the Parties and/or Participants to the Project, the cost of commercialization, and the degree of commitment of the Parties and/or Participants to obtaining legal protection of Intellectual Property.
Wherever appropriate, the Parties will negotiate with the Participants to obtain rights to use and disclose Project Foreground Information.
Each of the Parties and/or Participants may own its Intellectual Property in Project Foreground Information in its own jurisdiction and in the jurisdiction of the other Party and/or Participant and may derive benefits from its exploitation and commercialization in those jurisdictions, with a mechanism for their establishment in the Technology Management Plan of the applicable Project Arrangement.