(l) Article XIV and Article XV: Confidentiality, Intellectual Property

Each Party shall treat all non-public information received under this Agreement as confidential and use it only for purposes of performing this Agreement. Disclosure is permitted (a) as required by law, regulation, or court order, or (b) to affiliates, advisers, or investors bound by confidentiality obligations. Upon termination, each Party will return or destroy confidential materials unless retention is legally required.

Comments

These provisions prevent misuse of proprietary data while allowing transparency where required by investors, regulators, or scientific partners. They reflect the tension between project confidentiality and market credibility.

Transparency and Data Sharing

Transparency is both a market requirement and a public legitimacy issue. Without access to credible data, buyers cannot justify claims, financiers cannot assess risk, and the public cannot trust outcomes. Yet many suppliers are reluctant to disclose data for competitive reasons.

Offtake Agreements can bridge this gap by specifying data-sharing obligations. Contracts may distinguish between proprietary data (kept confidential), operational data (shared with verifiers and registries), and summary data (made public). This tiered approach balances commercial confidentiality with the need for transparency.

Best practices include standardized reporting templates, alignment with FAIR (Findable, Accessible, Interoperable, Reusable) data principles, and explicit audit rights for buyers. By institutionalizing transparency, Offtake Agreements contribute to the efficiency and integrity of the broader CDR ecosystem.