Common use of Confidential Information not to be disclosed Clause in Contracts

Confidential Information not to be disclosed. Subject to clause 7.2, a party must not (and must procure its Associates not to) directly or indirectly disclose or make available any Confidential Information of the other party to a third party which would compromise the confidentiality of such Confidential Information, without the prior consent of the other party. In giving written consent to the disclosure of its Confidential Information, a party may impose such conditions as it thinks fit, and the other party agrees to comply with these conditions. A party may disclose Confidential Information of the other party to the extent that the Confidential Information is: disclosed to any person in connection with an exercise of rights or a dealing, or proposed dealing, with rights or obligations in connection with any Project Document or other Transaction Document but only to the extent that such a person has a need to know; and agrees with the disclosing party to act consistently with this clause; disclosed to its Associates solely in order to comply with the obligations or to exercise rights in relation to the Project Documents or other Transaction Documents or to a Related Body Corporate for internal management purposes, in each but only to the extent that such a person has a need to know; and agrees with the disclosing party to act consistently with this clause; to the extent required by Law, in connection with any legal or recognised dispute resolution process to which the relevant party is a party or authorised or required by the rules of any recognised stock exchange on which that party's shares are listed; disclosed by the Commonwealth: to a Minister or Parliament in accordance with statutory or portfolio duties or functions or for public accountability reasons including following a request by a Minister, Parliament or a House or a Committee of the Parliament of the Commonwealth; to any Government Agency where this services the Commonwealth's legitimate interests including to the Australian National Audit Office; AEMO or its Related Bodies Corporate and its or their Associates; to any person entitled to a licence or sublicence of Specified Materials rights pursuant to the CISA and its Associates; authorised or required by Law to be to be disclosed provided that: the party notifies the other party of the requirement to make that disclosure; and 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; to: a bank or other financial institution (and its professional advisers) in connection with any existing or proposed loan or other financial accommodation or, or sought to be arranged by, the recipient of that information; any person who is proposing to acquire a direct or indirect interest in the party; or any Related Body Corporate of a party to this Deed, provided the recipient agrees to act consistently with this clause; in the case of disclosure by the Commonwealth, Knowledge Sharing Deliverables that have been categorised by the Operator as "public information" pursuant to clause 16 (Knowledge Sharing) of the CISA; to a rating agency; to the extent expressly permitted under this Deed; and as otherwise agreed by the other parties. Clause 39 (Publicity) of the CISA is incorporated into this Deed as if set out in full in this Deed, mutatis mutandis. Unless required by Law, the Security Trustee must not make any public announcements relating to the subject matter of any Project Document without the Commonwealth's prior written consent. Assignment and Novation

Confidential Information not to be disclosed. Subject to clause 7.230.2, a party must not (and must procure its Associates not to) directly or indirectly disclose or make available any Confidential Information of the other party to a third party which would compromise the confidentiality of such Confidential Information, without the prior consent of the other party. In giving written consent to the disclosure of its Confidential Information, a party may impose such conditions as it thinks fit, and the other party agrees to comply with these conditions. A party may disclose Confidential Information of the other party to the extent that the Confidential Information is: disclosed to any person in connection with an exercise of rights or a dealing, or proposed dealing, with rights or obligations in connection with any Project Document or other Transaction Document but only to the extent that such a person has a need to know; know and agrees with the disclosing party to act consistently with this clause; disclosed to its Associates solely in order to comply with the obligations or to exercise rights in relation to the Project Documents or other Transaction Documents or to a Related Body Corporate for internal management purposes, in each but only to the extent that such a person has a need to know; know and (other than disclosure to any Commonwealth officer, employees and servants who are already subject to confidentiality obligations) agrees with the disclosing party to act consistently with this clause; to the extent required or authorised by Law, in connection with any legal or recognised dispute resolution process to which the relevant party is a party or authorised or required by the rules of any recognised stock exchange on which that party's shares are listed; disclosed by the Commonwealth: to a Minister or Parliament in accordance with statutory or portfolio duties or functions or for public accountability reasons including following a request by a Minister, Parliament or a House or a Committee of the Parliament of the Commonwealth; to any Government Agency where this services the Commonwealth's legitimate interests including to the Australian National Audit Office; to AEMO or its Related Bodies Corporate and its or their Associates; to any person entitled to a licence or sublicence of Specified Materials rights pursuant to the CISA this Agreement and its Associates; authorised or required by Law to be to be disclosed provided that: the party notifies the other party of the requirement to make that disclosure; and 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; to: a bank or other financial institution (and its professional advisers) in connection with any existing or proposed loan or other financial accommodation or, or sought to be arranged by, the recipient of that information; any person who is proposing to acquire a direct or indirect interest in the party; or any Related Body Corporate of a party to this DeedAgreement but only to the extent that such a person has a need to know, and in each case provided the recipient agrees to act consistently with this clause; in the case of disclosure by the Commonwealth, Knowledge Sharing Deliverables that have been categorised by the Operator as "public information" pursuant to clause 16 (Knowledge Sharing) of the CISA15; to a rating agency; to the extent expressly permitted under this DeedAgreement; and as otherwise agreed by the other partiesparty. Clause 39 Where the Commonwealth has received a request for access to a document created by, or in the possession of, the Operator or any Subcontractor that relates to the performance of this Agreement (Publicityand not to the entry into this Agreement), the Commonwealth may at any time by written notice require the Operator to provide the document to the Commonwealth and the Operator shall, at no additional cost to the Commonwealth, promptly comply with the notice. The Operator shall include in any first tier Subcontract (namely those which the Operator enters into directly with a Subcontractor) relating to the performance of any Transaction Document provisions that will enable the Operator to comply with its obligations under this clause 30.3. In this clause 30.3, 'document' has the same meaning as in the Freedom of Information Act 1982 (Cth). Nothing in this clause 30 derogates from or restricts the Commonwealth's ability to comply with its obligations under the Freedom of Information Act 1982 (Cth). Access, records and reporting The Operator must, throughout the Term and for a period of seven years after the expiry of the CISA Term, keep true and accurate books of account, records and other documents (however stored) in relation to the Project including: operational data relating to the Project and the Facility including technical, metering, revenue, costs and financial data and Specified Materials; and those related to other matters relating to the Facility and the Project in accordance with Good Industry Practice, (together the Accounts and Records). The Operator must: ensure that its Accounts and Records are prepared in accordance with the Corporations Act and generally accepted Australian Accounting Standards and practices consistently applied, and fairly represent its operations and financial condition or consolidated financial position (as the case may be); and procure that each Key Subcontractor's Accounts and Records truly reflect the status and scheduled achievement of the Project and are prepared in accordance with generally accepted Australian Accounting Standards (or equivalent) and fairly represent its operations and financial condition or consolidated financial position (as the case may be). The Operator must ensure that its Accounts and Records are available to the Commonwealth and its nominee at any time during business hours (subject to receiving 5 Business Days' prior notice from the Commonwealth) during the Term and for a period of seven years after the termination or expiry of this Agreement for examination, audit, inspection, transcription and copying and must ensure that each Key Subcontractor does likewise. If this Agreement is incorporated into terminated or expires, the Operator must give the Commonwealth and its nominee access to all of its Accounts and Records which are necessary for the carrying out of the Operator's obligations under this Deed Agreement and must ensure that each Key Subcontractor does likewise in relation to each of its or their Accounts and Records. The Operator must retain all Accounts and Records relating to the work and services undertaken pursuant to this Agreement for a period of seven years after termination or expiration of this Agreement or such longer period as if set out in full in this Deed, mutatis mutandis. Unless may be required by Law, the Security Trustee . The Operator must not make any public announcements relating procure that each Key Subcontractor retains all its Accounts and Records related to the subject matter work and services undertaken pursuant to this Agreement during: the Construction Period for a period of any Project Document without seven years after the Commonwealth's prior written consentearlier of termination of that Key Subcontract and COD; and the Operations Period for a period of seven years after termination or expiration of this Agreement or such longer period as may be required by Law. Assignment This clause 31.1 applies for the Term and Novationfor a period of seven years from the termination or expiry of this Agreement.

Confidential Information not to be disclosed. Subject to clause 7.2, a party must not (and must procure its Associates not to) directly or indirectly disclose or make available any Confidential Information of the other party to a third party which would compromise the confidentiality of such Confidential Information, without the prior consent of the other party. In giving written consent to the disclosure of its Confidential Information, a party may impose such conditions as it thinks fit, and the other party agrees to comply with these conditions. A party may disclose Confidential Information of the other party to the extent that the Confidential Information is: disclosed to any person in connection with an exercise of rights or a dealing, or proposed dealing, with rights or obligations in connection with any Project Document or other Transaction Document but only to the extent that such a person has a need to know; know and agrees with the disclosing party to act consistently with this clause; disclosed to its Associates solely in order to comply with the obligations or to exercise rights in relation to the Project Documents or other Transaction Documents or to a Related Body Corporate for internal management purposes, in each but only to the extent that such a person has a need to know; know and agrees with the disclosing party to act consistently with this clause; to the extent required by Law, in connection with any legal or recognised dispute resolution process to which the relevant party is a party or authorised or required by the rules of any recognised stock exchange on which that party's shares are listed; disclosed by the Commonwealth: to a Minister or Parliament in accordance with statutory or portfolio duties or functions or for public accountability reasons including following a request by a Minister, Parliament or a House or a Committee of the Parliament of the Commonwealth; to any Government Agency where this services the Commonwealth's legitimate interests including to the Australian National Audit Office; AEMO or its Related Bodies Corporate and its or their Associates; to any person entitled to a licence or sublicence of Specified Materials rights pursuant to the CISA and its Associates; authorised or required by Law to be to be disclosed provided that: the party notifies the other party of the requirement to make that disclosure; and 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; to: a bank or other financial institution (and its professional advisers) in connection with any existing or proposed loan or other financial accommodation or, or sought to be arranged by, the recipient of that information; any person who is proposing to acquire a direct or indirect interest in the party; or any Related Body Corporate of a party to this Deed, provided the recipient agrees to act consistently with this clause; in the case of disclosure by the Commonwealth, Knowledge Sharing Deliverables that have been categorised by the Operator as "public information" pursuant to clause 16 (Knowledge Sharing) of the CISA; to a rating agency; to the extent expressly permitted under this Deed; and as otherwise agreed by the other parties. Clause 39 (Publicity) of the CISA is incorporated into this Deed as if set out in full in this Deed, mutatis mutandis. Unless required by Law, the Security Trustee must not make any public announcements relating to the subject matter of any Project Document without the Commonwealth's prior written consent. Assignment and Novation

Confidential Information not to be disclosed. Subject to clause 7.236.2, a party must not (and must procure its Associates not to) directly or indirectly disclose or make available any Confidential Information of the other party to a third party which would compromise the confidentiality of such Confidential Information, without the prior consent of the other party. In giving written consent to the disclosure of its Confidential Information, a party may impose such conditions as it thinks fit, and the other party agrees to comply with these conditions. A party may disclose Confidential Information of the other party to the extent that the Confidential Information is: disclosed to any person in connection with an exercise of rights or a dealing, or proposed dealing, with rights or obligations in connection with any Project Document or other Transaction Document but only to the extent that such a person has a need to know; and agrees with the disclosing party to act consistently with this clause; disclosed to its Associates solely in order to comply with the obligations or to exercise rights in relation to the Project Documents or other Transaction Documents or to a Related Body Corporate for internal management purposes, in each but only to the extent that such a person has a need to know; and agrees with the disclosing party to act consistently with this clause; to the extent required by Law, in connection with any legal or recognised dispute resolution process to which the relevant party is a party or authorised or required by the rules of any recognised stock exchange on which that party's shares are listed; disclosed by the Commonwealth: to a Minister or Parliament in accordance with statutory or portfolio duties or functions or for public accountability reasons including following a request by a Minister, Parliament or a House or a Committee of the Parliament of the Commonwealth; to any Government Agency where this services the Commonwealth's legitimate interests including to the Australian National Audit Office; AEMO or its Related Bodies Corporate and its or their Associates; to any person entitled to a licence or sublicence of Specified Materials rights pursuant to the CISA this Agreement and its Associates; authorised or required by Law to be to be disclosed provided that: the party notifies the other party of the requirement to make that disclosure; and 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; to: a bank or other financial institution (and its professional advisers) in connection with any existing or proposed loan or other financial accommodation or, or sought to be arranged by, the recipient of that information; any person who is proposing to acquire a direct or indirect interest in the party; or any Related Body Corporate of a party to this DeedAgreement, provided the recipient agrees to act consistently with this clause; in the case of disclosure by the Commonwealth, Knowledge Sharing Deliverables that have been categorised by the Operator as "public information" pursuant to clause 16 (Knowledge Sharing) of the CISA16; to a rating agency; to the extent expressly permitted under this DeedAgreement; and as otherwise agreed by the other partiesparty. Clause 39 Where the Commonwealth has received a request for access to a document created by, or in the possession of, the Operator or any Subcontractor that relates to the performance of this Agreement (Publicityand not to the entry into this Agreement), the Commonwealth may at any time by written notice require the Operator to provide the document to the Commonwealth and the Operator shall, at no additional cost to the Commonwealth, promptly comply with the notice. The Commonwealth shall include in any first tier Subcontract (namely those which the Operator enters into directly with a Subcontractor) relating to the performance of any Transaction Document provisions that will enable the Operator to comply with its obligations under this clause 36.3. In this clause 36.3, 'document' has the same meaning as in the Freedom of Information Act 1982 (Cth). Nothing in this clause 36 derogates from or restricts the Commonwealth's ability to comply with its obligations under the Freedom of Information Act 1982 (Cth). Access, records and reporting The Operator must, throughout the Term and for a period of seven years after the expiry of the CISA Term, keep true and accurate books of account, records and other documents (however stored) in relation to the Project including: operational data relating to the Project and the Facility including technical, metering, revenue, costs and financial data; and those related to other matters relating to the Facility and the Project in accordance with Good Industry Practice, (together the Accounts and Records). The Operator must: ensure that its Accounts and Records are prepared in accordance with the Corporations Act and generally accepted Australian Accounting Standards and practices consistently applied, and fairly represent its operations and financial condition or consolidated financial position (as the case may be); and procure that each Key Subcontractor's Accounts and Records truly reflect the status and scheduled achievement of the Project and are prepared in accordance with generally accepted Australian Accounting Standards (or equivalent) and fairly represent its operations and financial condition or consolidated financial position (as the case may be). The Operator must ensure that its Accounts and Records are available to the Commonwealth and its nominee at any time during business hours (subject to receiving 5 Business Days' prior notice from the Commonwealth) during the Term and for a period of seven years after the termination or expiry of this Agreement for examination, audit, inspection, transcription and copying and must ensure that each Key Subcontractor does likewise. If this Agreement is incorporated into terminated or expires, the Operator must give the Commonwealth and its nominee access to all of its Accounts and Records which are necessary for the carrying out of the Operator's obligations under this Deed Agreement and must ensure that each Key Subcontractor does likewise in relation to each of its or their Accounts and Records. The Operator must retain and must procure that each Key Subcontractor retains all Accounts and Records relating to this Agreement for a period of seven years after termination or expiration of this Agreement or such longer period as if set out in full in this Deed, mutatis mutandis. Unless may be required by Law, . This clause 37.1 applies for the Security Trustee must not make any public announcements relating to Term and for a period of seven years from the subject matter termination or expiry of any Project Document without the Commonwealth's prior written consent. Assignment and Novationthis Agreement.

Confidential Information not to be disclosed. Subject to clause 7.236.2, a party must not (and must procure its Associates not to) directly or indirectly disclose or make available any Confidential Information of the other party to a third party which would compromise the confidentiality of such Confidential Information, without the prior consent of the other party. In giving written consent to the disclosure of its Confidential Information, a party may impose such conditions as it thinks fit, and the other party agrees to comply with these conditions. A party may disclose Confidential Information of the other party to the extent that the Confidential Information is: disclosed to any person in connection with an exercise of rights or a dealing, or proposed dealing, with rights or obligations in connection with any Project Document or other Transaction Document but only to the extent that such a person has a need to know; know and agrees with the disclosing party to act consistently with this clause; disclosed to its Associates solely in order to comply with the obligations or to exercise rights in relation to the Project Documents or other Transaction Documents or to a Related Body Corporate for internal management purposes, in each but only to the extent that such a person has a need to know; and (other than disclosure to any Commonwealth officer, employees and servants who are already subject to confidentiality obligations) agrees with the disclosing party to act consistently with this clause; to the extent required or authorised by Law, in connection with any legal or recognised dispute resolution process to which the relevant party is a party or authorised or required by the rules of any recognised stock exchange on which that party's shares are listed; disclosed by the Commonwealth: to a Minister or Parliament in accordance with statutory or portfolio duties or functions or for public accountability reasons including following a request by a Minister, Parliament or a House or a Committee of the Parliament of the Commonwealth; to any Government Agency where this services the Commonwealth's legitimate interests including to the Australian National Audit Office; to AEMO or its Related Bodies Corporate and its or their Associates; to any person entitled to a licence or sublicence of Specified Materials rights pursuant to the CISA this Agreement and its Associates; authorised or required by Law to be to be disclosed provided that: the party notifies the other party of the requirement to make that disclosure; and 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; to: a bank or other financial institution (and its professional advisers) in connection with any existing or proposed loan or other financial accommodation or, or sought to be arranged by, the recipient of that information; any person who is proposing to acquire a direct or indirect interest in the party; or any Related Body Corporate of a party to this DeedAgreement but only to the extent that such a person has a need to know, and in each case provided the recipient agrees to act consistently with this clause; in the case of disclosure by the Commonwealth, Knowledge Sharing Deliverables that have been categorised by the Operator as "public information" pursuant to clause 16 (Knowledge Sharing) of the CISA16; to a rating agency; to the extent expressly permitted under this DeedAgreement; and as otherwise agreed by the other partiesparty. Clause 39 Where the Commonwealth has received a request for access to a document created by, or in the possession of, the Operator or any Subcontractor that relates to the performance of this Agreement (Publicityand not to the entry into this Agreement), the Commonwealth may at any time by written notice require the Operator to provide the document to the Commonwealth and the Operator shall, at no additional cost to the Commonwealth, promptly comply with the notice. The CommonwealthOperator shall include in any first tier Subcontract (namely those which the Operator enters into directly with a Subcontractor) relating to the performance of any Transaction Document provisions that will enable the Operator to comply with its obligations under this clause 36.3. In this clause 36.3, 'document' has the same meaning as in the Freedom of Information Act 1982 (Cth). Nothing in this clause 36 derogates from or restricts the Commonwealth's ability to comply with its obligations under the Freedom of Information Act 1982 (Cth). Access, records and reporting The Operator must, throughout the Term and for a period of seven years after the expiry of the CISA Term, keep true and accurate books of account, records and other documents (however stored) in relation to the Project including: operational data relating to the Project and the Facility including technical, metering, revenue, costs and financial data and Specified Materials; and those related to other matters relating to the Facility and the Project in accordance with Good Industry Practice, (together the Accounts and Records). The Operator must: ensure that its Accounts and Records are prepared in accordance with the Corporations Act and generally accepted Australian Accounting Standards and practices consistently applied, and fairly represent its operations and financial condition or consolidated financial position (as the case may be); and procure that each Key Subcontractor's Accounts and Records truly reflect the status and scheduled achievement of the Project and are prepared in accordance with generally accepted Australian Accounting Standards (or equivalent) and fairly represent its operations and financial condition or consolidated financial position (as the case may be). The Operator must ensure that its Accounts and Records are available to the Commonwealth and its nominee at any time during business hours (subject to receiving 5 Business Days' prior notice from the Commonwealth) during the Term and for a period of seven years after the termination or expiry of this Agreement for examination, audit, inspection, transcription and copying and must ensure that each Key Subcontractor does likewise. If this Agreement is incorporated into terminated or expires, the Operator must give the Commonwealth and its nominee access to all of its Accounts and Records which are necessary for the carrying out of the Operator's obligations under this Deed Agreement and must ensure that each Key Subcontractor does likewise in relation to each of its or their Accounts and Records. The Operator must retain and must procure that each Key Subcontractor retains all Accounts and Records relating to the work and services undertaken pursuant to this Agreement for a period of seven years after termination or expiration of this Agreement or such longer period as if set out in full in this Deed, mutatis mutandis. Unless may be required by Law, the Security Trustee . The Operator must not make any public announcements relating procure that each Key Subcontractor retains all its Accounts and Records related to the subject matter work and services undertaken pursuant to this Agreement during: the Construction Period for a period of any Project Document without seven years after the Commonwealth's prior written consentearlier of termination of that Key Subcontract and COD; and the Operations Period for a period of seven years after termination or expiration of this Agreement or such longer period as may be required by Law. Assignment This clause 37.1 applies for the Term and Novationfor a period of seven years from the termination or expiry of this Agreement.