Common use of 10Entire Agreement Clause in Contracts

10Entire Agreement. This Contract constitutes the entire agreement between the Parties relating to the subject matter of the Contract. The Contract supersedes, and neither Party has relied upon, any prior negotiations, representations and undertakings, whether written or oral, except that this clause shall not exclude liability in respect of any fraudulent misrepresentation. Subject to clauses A11.d, A11.e and A11.f each Party: shall treat in confidence all Information it receives from the other; shall not disclose any of that Information to any third party without the prior written consent of the other Party, which consent shall not unreasonably be withheld, except that the Contractor may disclose Information in confidence, without prior consent, to such persons and to such extent as may be necessary for the performance of the Contract; shall not use any of that Information otherwise than for the purpose of the Contract; and shall not copy any of that Information except to the extent necessary for the purpose of exercising its rights of use and disclosure under the Contract. The Contractor shall take all reasonable precautions necessary to ensure that all Information disclosed to the Contractor by or on behalf of the Authority under or in connection with the Contract: is disclosed to its employees and Subcontractors, only to the extent necessary for the performance of the Contract; and is treated in confidence by them and not disclosed except with the prior written consent of the Authority or used otherwise than for the purpose of performing work or having work performed for the Authority under the Contract or any subcontract. The Contractor shall ensure that its employees are aware of the Contractor’s arrangements for discharging the obligations at clauses A11.a and A11.b before receiving Information and shall take such steps as may be reasonably practical to enforce such arrangements. Clauses A11.a and A11.b shall not apply to any Information to the extent that either Party: exercises rights of use or disclosure granted otherwise than in consequence of, or under, the Contract; has the right to use or disclose the Information in accordance with other Conditions of the Contract; or can show: that the Information was or has become published or publicly available for use otherwise than in breach of any provision of the Contract or any other agreement between the Parties; that the Information was already known to it (without restrictions on disclosure or use) prior to receiving the Information under or in connection with the Contract; that the Information was received without restriction on further disclosure from a third party which lawfully acquired the Information without any restriction on disclosure; or from its records that the same Information was derived independently of that received under or in connection with the Contract; provided that the relationship to any other Information is not revealed. Neither Party shall be in breach of this clause where it can show that any disclosure of Information was made solely and to the extent necessary to comply with a statutory, judicial or parliamentary obligation. Where such a disclosure is made, the Party making the disclosure shall ensure that the recipient of the Information is made aware of and asked to respect its confidentiality. Such disclosure shall in no way diminish the obligations of the Parties under this clause. The Authority shall not be in breach of the Contract where disclosure of Information is made solely and to the extent necessary to comply with the Freedom of Information Xxx 0000 (the “Act”) or the Environmental Information Regulations 2004 (the “Regulations”). To the extent permitted by the time for compliance under the Act or the Regulations, the Authority shall consult the Contractor where the Authority is considering the disclosure of Information under the Act or the Regulations and, in any event, shall provide prior notification to the Contractor of any decision to disclose the Information. The Contractor acknowledges and accepts that its representations on disclosure during consultation may not be determinative and that the decision whether to disclose Information in order to comply with the Act or the Regulations is a matter in which the Authority shall exercise its own discretion, subject always to the provisions of the Act or the Regulations. Nothing in this clause shall affect the Parties' obligations of confidentiality where Information is disclosed orally in confidence. The Contractor shall not and shall ensure that any employee or Subcontractor shall not communicate with representatives of the press, television, radio or other media on any matter concerning the Contract unless the Authority has given its prior written consent or as otherwise required to comply with Legislation.

10Entire Agreement. This Contract constitutes the entire agreement between the Parties relating to the subject matter of the Contract. The Contract supersedes, and neither Party has relied upon, any prior negotiations, representations and undertakings, whether written or oral, except that this clause condition shall not exclude liability in respect of any fraudulent misrepresentation. Subject to clauses A11.d, A11.e and A11.f A11.h each Party: shall treat in confidence all Information it receives from the other; shall not disclose any of that Information to any third party without the prior written consent of the other Party, which consent shall not unreasonably be withheld, except that the Contractor may disclose Information in confidence, without prior consent, to such persons and to such extent as may be necessary for the performance of the Contract; shall not use any of that Information otherwise than for the purpose of the Contract; and shall not copy any of that Information except to the extent necessary for the purpose of exercising its rights of use and disclosure under the Contract. The Contractor shall take all reasonable precautions necessary to ensure that all Information disclosed to the Contractor by or on behalf of the Authority under or in connection with the Contract: is disclosed to its employees and Subcontractors, only to the extent necessary for the performance of the Contract; and is treated in confidence by them and not disclosed except with the prior written consent of the Authority or used otherwise than for the purpose of performing work or having work performed for the Authority under the Contract or any subcontract. The Contractor shall ensure that its employees are aware of the Contractor’s arrangements for discharging the obligations at clauses A11.a and A11.b before receiving Information and shall take such steps as may be reasonably practical to enforce such arrangements. Clauses A11.a and A11.b shall not apply to any Information to the extent that either Party: exercises rights of use or disclosure granted otherwise than in consequence of, or under, the Contract; has the right to use or disclose the Information in accordance with other Conditions of the Contract; or can show: that the Information was or has become published or publicly available for use otherwise than in breach of any provision of the Contract or any other agreement between the Parties; that the Information was already known to it (without restrictions on disclosure or use) prior to receiving the Information under or in connection with the Contract; that the Information was received without restriction on further disclosure from a third party which lawfully acquired the Information without any restriction on disclosure; or from its records that the same Information was derived independently of that received under or in connection with the Contract; provided that the relationship to any other Information is not revealed. Neither Party shall be in breach of this clause condition where it can show that any disclosure of Information was made solely and to the extent necessary to comply with a statutory, judicial or parliamentary obligation. Where such a disclosure is made, the Party making the disclosure shall ensure that the recipient of the Information is made aware of and asked to respect its confidentiality. Such disclosure shall in no way diminish the obligations of the Parties under this clausecondition. The Authority may disclose the Information: on a confidential basis to any central government body for any proper purpose of the Authority or of the relevant central government body, which shall include: disclosure to the Cabinet Office and / or HM Treasury for the purpose of ensuring effective cross-Government procurement processes, including value for money and related purposes; to Parliament and Parliamentary Committees or if required by any Parliamentary reporting requirement; to the extent that the Authority (acting reasonably) deems disclosure necessary or appropriate in the course of carrying out its public functions; on a confidential basis to a professional adviser, consultant or other person engaged by any of the entities defined in Schedule 1 (including benchmarking organisations) for any purpose relating to or connected with this Contract; on a confidential basis for the purpose of the exercise of its rights under the Contract; or on a confidential basis to a proposed body in connection with any assignment, novation or disposal of any of its rights, obligations or liabilities under the Contract; and for the purposes of the foregoing, references to disclosure on a confidential basis shall mean disclosure subject to a confidentiality agreement or arrangement containing terms no less stringent than those placed on the Authority under this condition. Before sharing any Information in accordance with sub-clause A11.f above, the Authority may redact the Information. Any decision to redact information made by the Authority shall be final. The Authority shall not be in breach of the Contract where disclosure of Information is made solely and to the extent necessary to comply with the Freedom of Information Xxx 0000 (the “Act”) or the Environmental Information Regulations 2004 (the “Regulations”). To the extent permitted by the time for compliance under the Act or the Regulations, the Authority shall consult the Contractor where the Authority is considering the disclosure of Information under the Act or the Regulations and, in any event, shall provide prior notification to the Contractor of any decision to disclose the Information. The Contractor acknowledges and accepts that its representations on disclosure during consultation may not be determinative and that the decision whether to disclose Information in order to comply with the Act or the Regulations is a matter in which the Authority shall exercise its own discretion, subject always to the provisions of the Act or the Regulations. Nothing in this clause condition shall affect the Parties' obligations of confidentiality where Information is disclosed orally in confidence. The Contractor shall not and shall ensure that any employee or Subcontractor shall not communicate with representatives of the press, television, radio or other media on any matter concerning the Contract unless the Authority has given its prior written consent or as otherwise required to comply with Legislation.

10Entire Agreement. This Contract constitutes the entire agreement between the Parties relating to the subject matter of the Contract. The Contract supersedes, and neither Party has relied upon, any prior negotiations, representations and undertakings, whether written or oral, except that this clause shall not exclude liability in respect of any fraudulent misrepresentation. Subject to clauses A11.d, A11.e and A11.f each Party: shall treat in confidence all Information it receives from the other; shall not disclose any of that Information to any third party without the prior written consent of the other Party, which consent shall not unreasonably be withheld, except that the Contractor may disclose Information in confidence, without prior consent, to such persons and to such extent as may be necessary for the performance of the Contract; shall not use any of that Information otherwise than for the purpose of the Contract; and shall not copy any of that Information except to the extent necessary for the purpose of exercising its rights of use and disclosure under the Contract. The Contractor shall take all reasonable precautions necessary to ensure that all Information disclosed to the Contractor by or on behalf of the Authority under or in connection with the Contract: is disclosed to its employees and Subcontractors, only to the extent necessary for the performance of the Contract; and is treated in confidence by them and not disclosed except with the prior written consent of the Authority or used otherwise than for the purpose of performing work or having work performed for the Authority under the Contract or any subcontract. The Contractor shall ensure that its employees are aware of the Contractor’s arrangements for discharging the obligations at clauses A11.a and A11.b before receiving Information and shall take such steps as may be reasonably practical to enforce such arrangements. Clauses A11.a and A11.b shall not apply to any Information to the extent that either Party: exercises rights of use or disclosure granted otherwise than in consequence of, or under, the Contract; has the right to use or disclose the Information in accordance with other Conditions of the Contract; or can show: that the Information was or has become published or publicly available for use otherwise than in breach of any provision of the Contract or any other agreement between the Parties; that the Information was already known to it (without restrictions on disclosure or use) prior to receiving the Information under or in connection with the Contract; that the Information was received without restriction on further disclosure from a third party which lawfully acquired the Information without any restriction on disclosure; or from its records that the same Information was derived independently of that received under or in connection with the Contract; provided that the relationship to any other Information is not revealed. Neither Party shall be in breach of this clause where it can show that any disclosure of Information was made solely and to the extent necessary to comply with a statutory, judicial or parliamentary obligation. Where such a disclosure is made, the Party making the disclosure shall ensure that the recipient of the Information is made aware of and asked to respect its confidentiality. Such disclosure shall in no way diminish the obligations of the Parties under this clause. The Authority may disclose the information; On a confidential basis to any Central Government Body for any purpose of the Authority or of the relevant Central Government Body, which shall include; disclosure to the Cabinet Office and/or HM Treasury for the purpose of ensuring effective cross Government procurement processes, including value for money and related purposes; To Parliament and Parliamentary Committees or if required by any Parliamentary reporting requirement; To the extent that the Authority (acting reasonably) deems disclosure necessary or appropriate in the course of carrying out its public functions; On a confidential basis to a professional adviser, consultant or other person engaged by any of the entities defined in Schedule 1 (including benchmarking organisations) for any purpose relating to or connected with this Contract; On a confidential basis for the purpose of the exercise of its rights under the Contract; or On a confidential basis to a proposed body in connection with any assignment, novation or disposal of any of its rights, obligations or liabilities under the Contract; and for the purposes of the foregoing, references to disclosure on a confidential basis shall mean disclosure subject to a confidentiality agreement or arrangement containing terms no less stringent than those placed on the Authority under this condition. Before sharing any information in accordance with sub-clause A11.f above, the Authority may redact the information. Any decision to redact information, made by the Authority, shall be final. The Authority shall not be in breach of the Contract where disclosure of Information information is made solely and to the extent necessary to comply with the Freedom of Information Xxx 0000 (the Act 2000(The “Act”) or the Environmental Information Regulations 2004 (the “Regulations”). To the extent permitted by the time for compliance under the Act or the Regulations, the Authority shall consult the Contractor where the Authority is considering the disclosure of Information information under the Act or the Regulations and, in any event, shall provide prior notification to the Contractor of any decision to disclose the Informationinformation. The Contractor acknowledges and accepts that its representations on disclosure during consultation may not be determinative and that the decision whether to disclose Information information in order to comply with the Act or the Regulations is a matter in which the Authority shall exercise its own discretion, subject always to the provisions of the Act or the Regulations. Nothing in this clause shall affect the Parties' ’ obligations of confidentiality where Information information is disclosed orally in confidence. The Contractor shall not and shall ensure that any employee or Subcontractor shall not communicate with representatives of the press, television, radio or other media on any matter concerning the Contract unless the Authority has given its prior written consent or as otherwise required to comply with Legislation.

10Entire Agreement. This Contract constitutes the entire agreement between the Parties relating to the subject matter of the Contract. The Contract supersedes, and neither Party has relied upon, any prior negotiations, representations and undertakings, whether written or oral, except that this clause shall not exclude liability in respect of any fraudulent misrepresentation. Subject to clauses A11.d, A11.e and A11.f each Party: shall treat in confidence all Information it receives from the other; shall not disclose any of that Information to any third party without the prior written consent of the other Party, which consent shall not unreasonably be withheld, except that the Contractor may disclose Information in confidence, without prior consent, to such persons and to such extent as may be necessary for the performance of the Contract; shall not use any of that Information otherwise than for the purpose of the Contract; and shall not copy any of that Information except to the extent necessary for the purpose of exercising its rights of use and disclosure under the Contract. The Contractor shall take all reasonable precautions necessary to ensure that all Information disclosed to the Contractor by or on behalf of the Authority under or in connection with the Contract: is disclosed to its employees and Subcontractors, only to the extent necessary for the performance of the Contract; and is treated in confidence by them and not disclosed except with the prior written consent of the Authority or used otherwise than for the purpose of performing work or having work performed for the Authority under the Contract or any subcontract. The Contractor shall ensure that its employees are aware of the Contractor’s arrangements for discharging the obligations at clauses A11.a and A11.b before receiving Information and shall take such steps as may be reasonably practical to enforce such arrangements. Clauses A11.a and A11.b shall not apply to any Information to the extent that either Party: exercises rights of use or disclosure granted otherwise than in consequence of, or under, the Contract; has the right to use or disclose the Information in accordance with other Conditions of the Contract; or can show: that the Information was or has become published or publicly available for use otherwise than in breach of any provision of the Contract or any other agreement between the Parties; that the Information was already known to it (without restrictions on disclosure or use) prior to receiving the Information under or in connection with the Contract; that the Information was received without restriction on further disclosure from a third party which lawfully acquired the Information without any restriction on disclosure; or from its records that the same Information was derived independently of that received under or in connection with the Contract; provided that the relationship to any other Information is not revealed. Neither Party shall be in breach of this clause where it can show that any disclosure of Information was made solely and to the extent necessary to comply with a statutory, judicial or parliamentary obligation. Where such a disclosure is made, the Party making the disclosure shall ensure that the recipient of the Information is made aware of and asked to respect its confidentiality. Such disclosure shall in no way diminish the obligations of the Parties under this clause. The Authority shall not be in breach of the Contract where disclosure of Information is made solely and to the extent necessary to comply with the Freedom of Information Xxx 0000 Act 2000 (the “Act”) or the Environmental Information Regulations 2004 (the “Regulations”). To the extent permitted by the time for compliance under the Act or the Regulations, the Authority shall consult the Contractor where the Authority is considering the disclosure of Information under the Act or the Regulations and, in any event, shall provide prior notification to the Contractor of any decision to disclose the Information. The Contractor acknowledges and accepts that its representations on disclosure during consultation may not be determinative and that the decision whether to disclose Information in order to comply with the Act or the Regulations is a matter in which the Authority shall exercise its own discretion, subject always to the provisions of the Act or the Regulations. Nothing in this clause shall affect the Parties' obligations of confidentiality where Information is disclosed orally in confidence. The Contractor shall not and shall ensure that any employee or Subcontractor shall not communicate with representatives of the press, television, radio or other media on any matter concerning the Contract unless the Authority has given its prior written consent or as otherwise required to comply with Legislation.