Common use of Confidential Information and Disclosure Clause in Contracts

Confidential Information and Disclosure. 15.1 Confidential Information and disclosure by the State (a) (Public Disclosure Obligations): The State or any Authority may disclose any information in connection with the Project (including any Confidential Information) in accordance with its Public Disclosure Obligations and the D&C Parties must use all reasonable endeavours to assist the State or an Authority in meeting its Public Disclosure Obligations. (b) (Other purposes): The State or any Authority may disclose any information in connection with the Project (including any Confidential Information) in connection with: (i) the State selling, transferring, assigning or otherwise disposing of its interest in any Tolling Revenue or Tolling Collection Contractor or procuring any Tolling Collection Contractor; and (ii) the requirements of the State Project Documents (including any tender process required to be conducted under the Termination Payments Schedule, or Change Compensation Principles). (c) (State's rights): Subject to clause 15.1(d), in meeting its Public Disclosure Obligations or as otherwise considered necessary by the State, the State may publish, disclose or make generally available each Project Document on a Victorian Government website. (d) (Commercially sensitive information): The State will not publish, disclose or otherwise make generally available the information which is specified in the Confidential Information Schedule (including the Financial Model), except if required to do so to comply with the Public Disclosure Obligations or as required under clause 15.1(b). 15.2 Confidential Information and disclosure by Project Co and the D&C Parties (a) (Confidentiality obligation): Subject to clause 15.2(b), Project Co and the D&C Parties must treat as secret and confidential all Confidential Information in connection with this Deed and any other Project Document. (b) (Disclosure of Confidential Information): Without limiting Project Co's and the D&C Parties' obligations under clause 15.2(a) and subject to clause 15.2(c), Project Co and the D&C Parties may disclose Confidential Information to its Associates to the extent necessary for the purpose of undertaking the Project. (c) (Confidentiality deed): Before disclosing any Confidential Information, Project Co or the D&C Parties (whichever is disclosing the Confidential Information) must ensure that the person to whom the information is disclosed enters into a confidentiality deed with Project Co or the D&C Parties (whichever is disclosing the Confidential Information) on terms reasonably acceptable to the State. 15.3 Disclosure by the D&C Parties (a) (The D&C Parties' disclosure obligations): Subject to clause 15.3(b), the D&C Parties must: (i) not make any public disclosures, announcements or statements in relation to the Project or the State's or any of the State's Associates' involvement in the Project without the State's prior consent; (ii) comply with any terms and conditions the State imposes and must use all reasonable endeavours to agree with the State the wording and timing of all public disclosures, announcements or statements by it or any of its Associates relating to the Project or the State's or any of the State's Associates' involvement in the Project before the relevant disclosure, announcement or statement is made; and (iii) as soon as practicable, give to the State a copy of any public disclosure, announcement or statement agreed to or approved by the State in accordance with this clause 15.3(a) or for which the State's consent or approval was not required in accordance with clause 15.3(b). (b) (Permitted disclosure): For the purposes of clause 15.3(a), the D&C Parties will not be required to obtain the State's consent or approval to the extent that any disclosure, announcement or statement is: (i) required by Law, provided that it: A. notifies the State of the requirement to make that disclosure; and B. takes all reasonable steps to minimise the extent of the disclosure and to ensure the information is disclosed on a basis that the recipient agrees to maintain the confidentiality of the information; (ii) required to obtain legal or other advice from its advisers; (iii) required to be made to a court in the course of proceedings to which any D&C Party is a party; or (iv) required by a relevant stock exchange, subject to: A. such disclosure, announcement or statement not referring to the State's or any of its Associates' involvement in the Project; and B. the D&C Parties having used all reasonable endeavours to obtain the State's consent within a timeframe sufficient to allow it to meet the timeframe imposed by the relevant stock exchange.

Confidential Information and Disclosure. 15.1 Confidential Information and disclosure by the State (a) (Public Disclosure Obligations): The State or any Authority may disclose any information in connection with the Project (including any Confidential Information) in accordance with its Public Disclosure Obligations and the D&C O&M Parties must use all reasonable endeavours to assist the State or an Authority in meeting its Public Disclosure Obligations. (b) (Other purposes): The State or any Authority may disclose any information in connection with the Project (including any Confidential Information) in connection with: (i) the State selling, transferring, assigning or otherwise disposing of its interest in any Tolling Revenue or Tolling Collection Contractor or procuring any Tolling Collection Contractor; and (ii) the requirements of the State Project Documents (including any tender process required to be conducted under the Termination Payments Schedule, or Change Compensation Principles). (c) (State's rights): Subject to clause 15.1(d), in meeting its Public Disclosure Obligations or as otherwise considered necessary by the State, the State may publish, disclose or make generally available each Project Document on a Victorian Government website. (d) (Commercially sensitive information): The State will not publish, disclose or otherwise make generally available the information which is specified in the Confidential Information Schedule (including the Financial Model), except if required to do so to comply with the Public Disclosure Obligations or as required under clause 15.1(b). 15.2 Confidential Information and disclosure by Project Co and the D&C O&M Parties (a) (Confidentiality obligation): Subject to clause 15.2(b), Project Co and the D&C O&M Parties must treat as secret and confidential all Confidential Information in connection with this Deed and any other Project DocumentInformation. (b) (Disclosure of Confidential Information): Without limiting Project Co's and the D&C O&M Parties' obligations under clause 15.2(a) and subject to clause 15.2(c), Project Co and the D&C O&M Parties may disclose Confidential Information to its Associates to the extent necessary for the purpose of undertaking the Project. (c) (Confidentiality deed): Before disclosing any Confidential Information, Project Co or the D&C O&M Parties (whichever is disclosing the Confidential Information) must ensure that the person to whom the information is disclosed enters into a confidentiality deed with Project Co or the D&C O&M Parties (whichever is disclosing the Confidential Information) on terms reasonably acceptable to the State. 15.3 Disclosure by the D&C O&M Parties (a) (The D&C O&M Parties' disclosure obligations): Subject to clause 15.3(b), the D&C O&M Parties must: (i) not make any public disclosures, announcements or statements in relation to the Project or the State's or any of the State's Associates' involvement in the Project without the State's prior consent; (ii) comply with any terms and conditions the State imposes and must use all reasonable endeavours to agree with the State the wording and timing of all public disclosures, announcements or statements by it or any of its Associates relating to the Project or the State's or any of the State's Associates' involvement in the Project before the relevant disclosure, announcement or statement is made; and (iii) as soon as practicable, give to the State a copy of any public disclosure, announcement or statement agreed to or approved by the State in accordance with this clause 15.3(a) or for which the State's consent or approval was not required in accordance with clause 15.3(b). (b) (Permitted disclosure): For the purposes of clause 15.3(a), the D&C O&M Parties will not be required to obtain the State's consent or approval to the extent that any disclosure, announcement or statement is: (i) required by Law, provided that it: A. notifies the State of the requirement to make that disclosure; and B. takes all reasonable steps to minimise the extent of the disclosure and to ensure the information is disclosed on a basis that the recipient agrees to maintain the confidentiality of the information; (ii) required to obtain legal or other advice from its advisers; (iii) required to be made to a court in the course of proceedings to which any D&C O&M Party is a party; or (iv) required by a relevant stock exchange, subject to: A. such disclosure, announcement or statement not referring to the State's or any of its Associates' involvement in the Project; and B. the D&C O&M Parties having used all reasonable endeavours to obtain the State's consent within a timeframe sufficient to allow it to meet the timeframe imposed by the relevant stock exchange.

Confidential Information and Disclosure. 15.1 Confidential Information and disclosure by the State (a) (Public Disclosure Obligations): The State or any Authority may disclose any information in connection with the Project (including any Confidential Information) in accordance with its Public Disclosure Obligations and the D&C O&M Parties must use all reasonable endeavours to assist the State or an Authority in meeting its Public Disclosure Obligations. (b) (Other purposes): The State or any Authority may disclose any information in connection with the Project (including any Confidential Information) in connection with: (i) the State selling, transferring, assigning or otherwise disposing of its interest in any Tolling Revenue or Tolling Collection Contractor or procuring any Tolling Collection Contractor; and (ii) the requirements of the State Project Documents (including any tender process required to be conducted under the Termination Payments Schedule, or Change Compensation Principles). (c) (State's rights): Subject to clause 15.1(d), in meeting its Public Disclosure Obligations or as otherwise considered necessary by the State, the State may publish, disclose or make generally available each Project Document on a Victorian Government website. (d) (Commercially sensitive information): The State will not publish, disclose or otherwise make generally available the information which is specified in the Confidential Information Schedule (including the Financial Model), except if required to do so to comply with the Public Disclosure Obligations or as required under clause 15.1(b). 15.2 Confidential Information and disclosure by Project Co and the D&C O&M Parties (a) (Confidentiality obligation): Subject to clause 15.2(b), Project Co and the D&C O&M Parties must treat as secret and confidential all Confidential Information in connection with this Deed and any other Project Document. (b) (Disclosure of Confidential Information): Without limiting Project Co's and the D&C O&M Parties' obligations under clause 15.2(a) and subject to clause 15.2(c), Project Co and the D&C O&M Parties may disclose Confidential Information to its Associates to the extent necessary for the purpose of undertaking the Project. (c) (Confidentiality deed): Before disclosing any Confidential Information, Project Co or the D&C O&M Parties (whichever is disclosing the Confidential Information) must ensure that the person to whom the information is disclosed enters into a confidentiality deed with Project Co or the D&C O&M Parties (whichever is disclosing the Confidential Information) on terms reasonably acceptable to the State. 15.3 Disclosure by the D&C O&M Parties (a) (The D&C O&M Parties' disclosure obligations): Subject to clause 15.3(b), the D&C O&M Parties must: (i) not make any public disclosures, announcements or statements in relation to the Project or the State's or any of the State's Associates' involvement in the Project without the State's prior consent; (ii) comply with any terms and conditions the State imposes and must use all reasonable endeavours to agree with the State the wording and timing of all public disclosures, announcements or statements by it or any of its Associates relating to the Project or the State's or any of the State's Associates' involvement in the Project before the relevant disclosure, announcement or statement is made; and (iii) as soon as practicable, give to the State a copy of any public disclosure, announcement or statement agreed to or approved by the State in accordance with this clause 15.3(a) or for which the State's consent or approval was not required in accordance with clause 15.3(b). (b) (Permitted disclosure): For the purposes of clause 15.3(a), the D&C O&M Parties will not be required to obtain the State's consent or approval to the extent that any disclosure, announcement or statement is: (i) required by Law, provided that it: A. notifies the State of the requirement to make that disclosure; and B. takes all reasonable steps to minimise the extent of the disclosure and to ensure the information is disclosed on a basis that the recipient agrees to maintain the confidentiality of the information; (ii) required to obtain legal or other advice from its advisers; (iii) required to be made to a court in the course of proceedings to which any D&C O&M Party is a party; or (iv) required by a relevant stock exchange, subject to: A. such disclosure, announcement or statement not referring to the State's or any of its Associates' involvement in the Project; and B. the D&C O&M Parties having used all reasonable endeavours to obtain the State's consent within a timeframe sufficient to allow it to meet the timeframe imposed by the relevant stock exchange.

Confidential Information and Disclosure. 15.1 Confidential Information and disclosure by the State (a) (Public Disclosure Obligations): The State or any Authority may disclose any information in connection with the Project (including any Confidential Information) in accordance with its Public Disclosure Obligations and the D&C Parties must use all reasonable endeavours to assist the State or an Authority in meeting its Public Disclosure Obligations. (b) (Other purposes): The State or any Authority may disclose any information in connection with the Project (including any Confidential Information) in connection with: (i) the State selling, transferring, assigning or otherwise disposing of its interest in any Tolling Revenue or Tolling Collection Contractor or procuring any Tolling Collection Contractor; and (ii) the requirements of the State Project Documents (including any tender process required to be conducted under the Termination Payments Schedule, or Change Compensation Principles). (c) (State's rights): Subject to clause 15.1(d), in meeting its Public Disclosure Obligations or as otherwise considered necessary by the State, the State may publish, disclose or make generally available each Project Document on a Victorian Government website. (d) (Commercially sensitive information): The State will not publish, disclose or otherwise make generally available the information which is specified in the Confidential Information Schedule (including the Financial Model), except if required to do so to comply with the Public Disclosure Obligations or as required under clause 15.1(b). 15.2 Confidential Information and disclosure by Project Co and the D&C Parties (a) (Confidentiality obligation): Subject to clause 15.2(b), Project Co and the D&C Parties must treat as secret and confidential all Confidential Information in connection with this Deed and any other Project DocumentInformation. (b) (Disclosure of Confidential Information): Without limiting Project Co's and the D&C Parties' obligations under clause 15.2(a) and subject to clause 15.2(c), Project Co and the D&C Parties may disclose Confidential Information to its Associates to the extent necessary for the purpose of undertaking the Project. (c) (Confidentiality deed): Before disclosing any Confidential Information, Project Co or the D&C Parties (whichever is disclosing the Confidential Information) must ensure that the person to whom the information is disclosed – addresses and names enters into a confidentiality deed with Project Co or the D&C Parties (whichever is disclosing the Confidential Information) on terms reasonably acceptable to the State. 15.3 Disclosure by the D&C Parties (a) (The D&C Parties' disclosure obligations): Subject to clause 15.3(b), the D&C Parties must: (i) not make any public disclosures, announcements or statements in relation to the Project or the State's or any of the State's Associates' involvement in the Project without the State's prior consent; (ii) comply with any terms and conditions the State imposes and must use all reasonable endeavours to agree with the State the wording and timing of all public disclosures, announcements or statements by it or any of its Associates relating to the Project or the State's or any of the State's Associates' involvement in the Project before the relevant disclosure, announcement or statement is made; and (iii) as soon as practicable, give to the State a copy of any public disclosure, announcement or statement agreed to or approved by the State in accordance with this clause 15.3(a) or for which the State's consent or approval was not required in accordance with clause 15.3(b). (b) (Permitted disclosure): For the purposes of clause 15.3(a), the D&C Parties will not be required to obtain the State's consent or approval to the extent that any disclosure, announcement or statement is: (i) required by Law, provided that it: A. notifies the State of the requirement to make that disclosure; and B. takes all reasonable steps to minimise the extent of the disclosure and to ensure the information is disclosed – addresses and names on a basis that the recipient agrees to maintain the confidentiality of the information; (ii) required to obtain legal or other advice from its advisers; (iii) required to be made to a court in the course of proceedings to which any D&C Party is a party; or (iv) required by a relevant stock exchange, subject to: A. such disclosure, announcement or statement not referring to the State's or any of its Associates' involvement in the Project; and B. the D&C Parties having used all reasonable endeavours to obtain the State's consent within a timeframe sufficient to allow it to meet the timeframe imposed by the relevant stock exchange.