Confidential Information and Freedom of Information.
14.1 Each party agrees that it will not use any Confidential Information of the other party or allow any Confidential Information of the other party to be used for any purpose, except for the purposes of and in the manner contemplated by this agreement, and agrees that it will:
14.1.1 keep confidential;
14.1.2 take reasonable steps to ensure that the party’s officers and employees do not disclose to a third party;
14.1.3 maintain proper and secure custody of; and
14.1.4 not use or reproduce in any form; any Confidential Information belonging to the other party. Any departure from a party’s obligations pursuant to this clause may only be with the written consent of the other party or as required by law or the terms of this agreement.
14.2 The Contractor consents to any disclosures made as a result of the Council complying with its obligations under the FOI Act, subject to any legally required consultation.
14.3 Unauthorised disclosure of any Confidential Sections constitutes a breach of a party’s obligations under this agreement.
Confidential Information and Freedom of Information. 14.1 Each party agrees that it will not use any Confidential Information of the other party or allow any Confidential Information of the other party to be used for any purpose, except for the purposes of and in the manner contemplated by this agreement, and agrees that it will:
14.1.1 keep confidential;
14.1.2 take reasonable steps to ensure that the party’s officers and employees do not disclose to a third party;
14.1.3 maintain proper and secure custody of; and
14.1.4 not use or reproduce in any form, any Confidential Information belonging to the other party. Any departure from a party’s obligations pursuant to this clause may only be with the written consent of the other party or as required by law or the terms of this agreement.
14.2 The Freedom of Information Act 1991 (SA) (FOI Act) gives members of the public rights to access Council documents. The FOI Act promotes openness in governance and accountability of government agencies and to achieve these objects confers on members of the public a legally enforceable right to be given access to documents, including contracts held by the Council but excluding Contracts which should be kept confidential for public interest purposes, contracts which are commercial in confidence or for the preservation of personal privacy.
14.3 The Supplier consents to any disclosures made as a result of the Council complying with its obligations under the FOI Act, subject to any legally required consultation.
14.4 Unauthorised disclosure of the Confidential Sections and their subject matter contained therein constitutes a breach of a party’s obligations under this agreement.
Confidential Information and Freedom of Information. (WORKS ONLY)
15.1 Each party agrees that it will not use any Confidential Information of the other party or allow any Confidential Information of the other party to be used for any purpose, except for the purposes contemplated by this agreement, and agrees that it will:-
15.1.1 keep confidential; and
15.1.2 not use or reproduce in any form, any Confidential Information belonging to the other party. A party may depart from its obligations under this clause only with the written consent of the other party or as required by law or the terms of this agreement.
15.2 The Contractor consents to any disclosures made as a result of the Council complying with its obligations under the Freedom of Information Act 1991 (SA), subject to any legally required consultation.
15.3 Subject to clause 15.1, for the purposes of the FOI Act, the terms specified confidential in the Purchase Order are confidential (ie confidential sections).
15.4 Unauthorised disclosure of the confidential sections and their subject matter is a breach of this agreement.
Confidential Information and Freedom of Information. 14.1 Each party agrees that it will not use any Confidential Information of the other party or allow any Confidential Information of the other party to be used for any purpose, except for the purposes contemplated by this agreement, and agrees that it will:
14.1.1 keep confidential; and
14.1.2 not use or reproduce in any form; any Confidential Information belonging to the other party. A party may depart from its obligations under this clause only with the written consent of the other party or as required by law or the terms of this agreement.
14.2 The Contractor consents to any disclosures made as a result of the Council complying with its obligations under the Freedom of Information Xxx 0000 (SA), subject to any legally required consultation.
14.3 Subject to clause 14.1, for the purposes of the FOI Act, the terms specified confidential in the Purchase Order are confidential (confidential sections).
14.4 Unauthorised disclosure of the confidential sections and their subject matter is a breach of this agreement.
Confidential Information and Freedom of Information. 14.1 Each party agrees that it will not use any Confidential Information of the other party or allow any Confidential Information of the other party to be used for any purpose, except for the purposes of and in the manner contemplated by this agreement, and agrees that it will:
Confidential Information and Freedom of Information. 18.1 During the term of this Agreement and for a period of 3 years after the termination or expiry of the Agreement for any reason whatsoever (the “Confidentiality Period”), the Receiving Party (as defined in this Clause will:
18.1.1 keep Confidential Information confidential;
18.1.2 not disclose Confidential Information to any other person other than with the written consent of the Disclosing Party or in accordance with Clause18.5; and
18.1.3 not use Confidential Information for any purpose other than the performance of its obligations under this Agreement and the other Project Agreements.
18.2 For the purposes of this Clause 18 Confidential Information means all information of a confidential nature disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by one party (the “Disclosing Party”) to another party (“Receiving Party”) whether before or after the date of this Agreement including, without limitation, any information relating to the Disclosing Party’s operations, processes, plans, proposals or intentions, its tenants (both existing and prospective), customers, existing and potential clients, know-how, design rights, trade secrets, any investment, development business or market opportunities and its business affairs.
18.3 During the Confidentiality Period, the Receiving Party may disclose Confidential Information to its employees, its own members, contractors, sub-contractors, agents and advisers (and those of its Group members and Connected Persons to any of the foregoing) under conditions of confidentiality in each case to the extent that it is reasonably necessary for the purposes of this Agreement, or any other Project Agreement and may disclose Confidential Information under conditions of confidentiality to its funders, prospective funders, prospective Shareholders, prospective funders, and prospective purchasers of its or their assets (in each case, to the extent reasonably necessary). In each case the permitted recipient of such Confidential Information shall be known as a “Recipient”.
18.4 The Receiving Party shall so far as practicable procure that each Recipient is made aware of and complies with all the Receiving Party’s obligations of confidentiality under this Agreement as if the Recipient were a Party to this Agreement.
18.5 The obligations contained in Clauses 18.1 to 18.4 shall not apply to any Confidential Information which:
18.5.1 is at the date of this Agreement in, or at any time after th...
Confidential Information and Freedom of Information. Each of the parties acknowledges that the provisions of the Transparency Deed apply to the provisions of this Agreement.
Confidential Information and Freedom of Information. 7.1 The Professional Service Company acknowledges that in the course of the Engagement it and the Professional Team will have access to Confidential Information. The Professional Service Company has therefore agreed to accept the restrictions in this clause 7.
7.2 The Professional Service Company shall not, and shall procure that the Professional Team shall not, (except in the proper course of its or his duties) either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use its best endeavours to prevent the publication or disclosure of) any Confidential Information, without the prior written consent of the Council. This restriction does not apply to:
(a) Any use or disclosure authorised by the Council or required by law; or
(b) Any information which is already in, or comes into, the public domain otherwise than through the Professional Service Company's or the Professional Team unauthorised disclosure or breach of this Agreement or other acts or omissions by the Professional Service Company or the Professional Team;
(c) Is obtained by a third party who is lawfully authorised to disclose such information; or
(d) The disclosure of which is required to ensure the compliance of the Council with the Freedom of Information Xxx 0000 (the FOIA).
7.3 At any stage during the Engagement, the Professional Service Company will promptly on request return all and any Council Property in its or the Professional Team possession to the Council. The Professional Service Company will be entitled to retain relevant copies for regulatory, legal and compliance requirements.
7.4 The Professional Service Company shall, and shall procure that the Professional Team shall, take all necessary precautions to ensure that all Confidential Information obtained from the Council under or in connection with the Agreement is treated as confidential and not disclosed (without prior approval from the Council) otherwise than to the extent necessary for the purpose and performance of the Agreement.
7.5 Where it is considered necessary in the opinion of the Council, the Professional Service Company and the Professional Team shall sign a confidentiality undertaking in a form approved by the Council before commencing work in connection with the Agreement.
7.6 Nothing in this Clause 7 shall prevent the Professional Service Company or the Professional Team from disclosing Confidential Information where it is required to do so by judicial, adm...
Confidential Information and Freedom of Information.
20.1 Each Recipient undertakes to the Discloser that, subject to Clause 20.2, it will not disclose any Confidential Information to any person other than to such directors, employees, advisers and providers of finance of/to it and any member of its Group and that it will use and procure that the Confidential Information is used by those persons to whom it discloses Confidential Information solely in connection with its interests or proposed interests in the Alliance and this Agreement. Each Recipient further undertakes to procure that all persons to whom the Confidential Information is passed are made aware of the confidential and/or commercially sensitive nature of such information and that they observe the terms of this undertaking as if they were parties to it and the Recipient shall be responsible for any breach of its terms by any of them.
20.2 Clause 20.1 shall not apply to any disclosure of Confidential Information:
20.2.1 required by any applicable law, a court of competent jurisdiction or any governmental or regulatory authority, including in accordance with clause 20.4;
20.2.2 where a party can demonstrate that such Confidential Information is already generally available and in the public domain otherwise as a result of a breach of clause 20.1;
20.2.3 which is already lawfully in the possession of the Recipient, prior to its disclosure by the Discloser; and
20.2.4 by either party relating to the Agreement and in respect of which the other party has given its prior written consent to disclosure; or
20.2.5 to the United Kingdom parliament or any other department, office or agency of the UK government, the Scottish Ministers or any department, office, agency or officer of the Scottish Government, including Transport Scotland, Scottish Rail Holdings Limited, the Office of Road and Rail (or any other regulator or regulatory body) or if otherwise required to do so under the ScotRail Grant Agreement.
20.3 Each Party acknowledges and agrees that:
20.3.1 if any of the provisions of this Clause are breached or violated damages may not be an adequate remedy and accordingly the Discloser shall be entitled without proof of special damages to seek an interdict or other interim remedy for any threatened or actual breach of the provisions of this Clause; and
20.3.2 no failure or delay on the part of a Party in exercising any rights or powers herein shall operate as a waiver thereof and a single or partial exercise shall not prevent any other or further exerci...
Confidential Information and Freedom of Information a. Each Party shall treat as strictly confidential the Confidential Information belonging to the other Party and shall (i) use Confidential Information only for the purposes of this Agreement (ii) not disclose Confidential Information to any person other than as permitted pursuant to the terms of this Agreement. b Each Party shall restrict access to the Confidential Information belonging to another Party on a ‘need-to-know basis’ and shall ensure that any employees, students or consultants to whom Confidential Information is disclosed hold the Confidential Information upon conditions of secrecy as set out in this Agreement.
c. The provisions of this Clause 5 shall not apply to any Confidential Information: (i) which at the time of receipt by a Party is in the public domain; or (ii) is published or generally available to the public through no fault of the receiving Party, its employees or consultants; or (iii) is in the possession of the receiving Party prior to the date of this Agreement and which is not subject to a duty of confidentiality; or (iv) is independently developed by the receiving Party and which is not subject to a duty of confidentiality; or (v) which after its receipt by a Party is made public by a third party acting without impropriety in so doing; or (vi) which is published by the Student and/or the Host Institution following its or their compliance with the procedure detailed in Clause 4. (Publication) d The obligations of confidentiality set forth in this Clause 5 shall not apply to any Confidential Information to the extent it is required to be disclosed by applicable law, an order of a court of law or by a supervisory or regulatory body to whose rules the receiving Party is subject or with whose rules it is necessary for the receiving Party to comply, provided that the receiving Party shall inform the disclosing Party as soon as possible and the disclosing Party be given the opportunity, if time permits, to make appropriate representations or take such action as it feels necessary, at its cost, to attempt to prevent or limit the disclosure of such Confidential Information. e Subject to the obligations of confidentiality contained in this Clause 5, nothing in this Agreement shall prevent any registered student of the Host Institution from submitting for a degree of the Host Institution a thesis based on the Results, the examination of such a thesis by examiners appointed by the Host Institution, or the deposit of such a thesis in a libr...
