Common use of CONFIDENTIALITY AND FREEDOM OF INFORMATION Clause in Contracts

CONFIDENTIALITY AND FREEDOM OF INFORMATION. In this Agreement, Confidential Information means all information of a confidential nature relating to one party which is supplied by or on behalf of that party (whether before or after the date of this Agreement), either in writing, orally or in any other form, directly or indirectly from or pursuant to discussions with that party (the Disclosing Party) or which is obtained through observations made by the receiving party (a Receiving Party). Confidential Information also includes all analyses, compilations, studies and other documents whether prepared by or on behalf of a party which contain or otherwise reflect or are derived from such information. Nothing in this Agreement shall restrict the disclosure of information held by any party which is a Public Authority (as defined in the FOIA) beyond the restrictions permitted by the FOIA. Each Receiving Party shall hold in confidence any Confidential Information, PROVIDED THAT the provisions of this clause shall not restrict a Receiving Party from passing such information to its professional advisers and insurers, to the extent necessary, to enable it to perform (or to cause to be performed) or to enforce its rights or obligations under this Agreement, and provided further that the LEP may, subject to obtaining appropriate confidentiality restrictions: pass to the Funders and their professional advisors or any prospective funders and their professional advisors or investors and their professional advisors such documents and other information as are reasonably required by the Funders in connection with the raising of finance for the SPA Operations or which the LEP is obliged to supply by the terms of the Funding Agreements; and pass to Service Providers documents and other information which are necessary for the LEP's performance of this Agreement. The obligation to maintain the confidentiality of the Confidential Information does not apply to Confidential Information: which the Disclosing Party confirms in writing is not required to be treated as Confidential Information; which is or comes into the public domain otherwise than through any disclosure prohibited by this Agreement; to the extent required to be disclosed pursuant to clause 9.12 (Records), clause 9.15 (Auditor), or required to be disclosed to the Audit Commission, District Auditor or required to be disclosed for the proper performance of the Services; or which is disclosed to enable a determination to be made under clause 16 (Dispute Resolution); the disclosure of which is required by any Law (including any order of a court of competent jurisdiction), any Parliamentary obligation or the rules of any stock exchange or governmental or regulatory authority having the force of law or, if not having the force of law, compliance with which is in accordance with the general practice of persons subject to the stock exchange or government or regulatory authority concerned; disclosed by the Local Authority where the Confidential Information relates to the design, construction, operation or maintenance of the Project or is other information as may be reasonably required for the purpose of conducting a due diligence exercise disclosed to any person in connection with a benchmarking exercise in accordance with clause 8.3 or market testing in accordance with Schedule 4; disclosed by the Local Authority to any other department, office or agency of the Government or the governing body of any of the Facilities; disclosed for the purpose of: the examination and certification of the Local Authority's or the LEP's accounts; or any examination pursuant to the Local Government Act 1999 of the economy, efficiency and effectiveness with which the Local Authority has performed its functions; or which is already in the lawful possession of the Receiving Party prior to its disclosure by the Disclosing Party provided that any subsequent disclosure is not in breach of any restriction, condition or stipulation already applying to that Confidential Information. Unless otherwise required by any Law or any regulatory or governmental authority or in the circumstances set out in clause (c)(vii) (but only to that extent), neither party shall make or permit or procure to be made any public announcement or disclosure (whether for publication in the press, the radio, television screen or any other medium) of any Confidential Information or in the case of the LEP of its (or any LEP Party's) interest in the Project or, in any such case, any matters relating thereto, without the prior written consent of the other party (which shall not be unreasonably withheld or delayed). Subject to sub-clause (e)(ii), the Local Authority shall be free to disclose the terms of this Agreement and the other Project Documents to any Relevant Government Department and the parties agree that the Local Authority shall be free to use and disclose such information on such terms and in such manner as any Relevant Government Department sees fit. The Local Authority shall notify the LEP in writing not less than ten (10) Business Days prior to any intended disclosure of the terms of any of the documents referred to in sub-clause (e)(i) to any Relevant Government Department. The LEP shall notify the Local Authority in writing of any terms of such documents (the Sensitive Information) that the LEP objects to being disclosed within five (5) Business Days of any such notification by the Local Authority (failing which the LEP shall be deemed to have notified the Local Authority that it has no objection to any such disclosure). Without prejudice to the Local Authority's right to disclose the Sensitive Information pursuant to sub-clause (e)(i), the Local Authority shall consult with the LEP following receipt of a notification from the LEP that it objects to disclosure of such Sensitive Information with a view to agreeing whether or not part or all of the Sensitive Information can be removed from the information to be disclosed. Without prejudice to the foregoing provisions of this clause 17.6, the parties agree, throughout the term of this Agreement, to offer all reasonable co-operation and assistance to PfS (including providing information to PfS within such time periods as may reasonably be specified by PfS) for the purpose of the collection and use of data by PfS in connection with the performance of projects including, without limitation, the provision of information in relation to key performance indicators designated from time to time by PfS as "national priority" key performance indicators even if those national priority key performance indicators are not agreed and adopted by the LEP as Key Performance Indicators. If and to the extent information is requested from the parties by PfS in relation to key performance indicators which are not Key Performance Indicators the relevant party or parties shall supply that information to PfS within such time period as may reasonably be specified by PfS. If the information requested by PfS is not otherwise collected or monitored by the party from whom the information is requested then that party shall, subject to prior notification to and agreement of PfS, be entitled to charge to PfS that party's reasonable costs of complying with the request for information from PfS in relation to any additional work required to be undertaken by the relevant party to provide the information requested which that party would not otherwise be required to undertake under this Agreement or Project Agreements or would not otherwise undertake in any event in the normal course of business.

CONFIDENTIALITY AND FREEDOM OF INFORMATION. In this Agreement, respect of any Confidential Information means all information of a confidential nature relating to one party which is supplied by or on behalf of that party (whether before or after the date of this Agreement), either in writing, orally or in any other form, it may receive directly or indirectly from or pursuant to discussions with that the other party (“Discloser”) and subject always to the Disclosing Party) or which is obtained through observations made by the remainder of this Clause 33, each party receiving party (a Receiving Party). Confidential Information also includes all analyses, compilations, studies (“Recipient”) undertakes to keep secret and other documents whether prepared by or on behalf of a strictly confidential and shall not disclose any such Confidential Information to any third party which contain or otherwise reflect or are derived from such information. Nothing in this Agreement shall restrict without the disclosure of information held by any party which is a Public Authority (as defined in the FOIA) beyond the restrictions permitted by the FOIA. Each Receiving Party shall hold in confidence any Confidential Information, PROVIDED THAT Discloser’s prior written consent provided that the provisions of this clause Clause 33 shall not restrict apply to any Confidential Information: which is in or enters the public domain other than by breach of this Contract or other act or omissions of the Recipient; which is obtained from a Receiving Party from passing third party who is lawfully authorised to disclose such information to its professional advisers and insurers, to the extent necessary, to enable it to perform (or to cause to be performed) or to enforce its rights or obligations under this Agreement, and provided further that the LEP may, subject to obtaining appropriate confidentiality restrictions: pass to the Funders and their professional advisors or without any prospective funders and their professional advisors or investors and their professional advisors such documents and other information as are reasonably required by the Funders in connection with the raising obligation of finance for the SPA Operations confidentiality; or which the LEP is obliged Recipient can demonstrate was in its possession without any obligation of confidentiality prior to supply receipt of the Confidential Information from the Discloser. A Recipient may disclose Confidential Information to the Recipient’s officers, employees and professional advisors who have a need to know (and only to such extent) provided that prior to disclosure such individuals have been directed in writing by the terms of the Funding Agreements; and pass to Service Providers documents and other information which are necessary for the LEP's performance of this Agreement. The obligation Recipient to maintain the confidentiality of the Confidential Information does not apply to Confidential Information: which . On the Disclosing Party confirms in writing is not required to be treated as Confidential Information; which is expiry or comes into termination of this Contract the public domain otherwise than through any disclosure prohibited by this Agreement; Recipient shall deliver up to the extent required to be disclosed pursuant to clause 9.12 Discloser (Records)or, clause 9.15 (Auditor)at the Discloser’s written election, or required to be disclosed to the Audit Commission, District Auditor or required to be disclosed for the proper performance securely destroy) all Confidential Information of the Services; or which is disclosed to enable a determination to be made under clause 16 (Dispute Resolution); the disclosure of which is required by any Law (including any order of a court of competent jurisdiction), any Parliamentary obligation or the rules of any stock exchange or governmental or regulatory authority having the force of law or, if not having the force of law, compliance with Discloser which is in accordance with the general practice of persons its possession or control subject to the stock exchange exception set out in Clause 40.1.2.(ii). The Service Provider must not disclose to any third party, save as permitted under this Clause 33, any information in any form or government or regulatory authority concerned; disclosed by on any media whatsoever regarding the Local Authority where the Confidential Information relates to the design, construction, operation or maintenance delivery of the Project Services under this Contract, or is other information as may be reasonably required for the purpose of conducting a due diligence exercise disclosed to any person permit photography or film in connection with a benchmarking exercise in accordance with clause 8.3 the Services or market testing in accordance with Schedule 4; disclosed by the Local Authority to any other department, office or agency of the Government or the governing body of any of the Facilities; disclosed for the purpose of: the examination and certification of the Local Authority's or the LEP's accounts; or any examination pursuant to the Local Government Act 1999 of the economy, efficiency and effectiveness with which the Local Authority has performed its functions; or which is already in the lawful possession of the Receiving Party prior to its disclosure by the Disclosing Party provided that any subsequent disclosure is not in breach of any restriction, condition or stipulation already applying to that Confidential Information. Unless otherwise required by any Law or any regulatory or governmental authority or in the circumstances set out in clause (c)(vii) (but only to that extent), neither party shall make or permit or procure to be made any public announcement or disclosure (whether for publication in the press, the radio, television screen or any other medium) of any Confidential Information or in the case of the LEP of its (or any LEP Party's) interest in the Project or, in any such case, any matters relating theretothis Contract, without the prior written consent permission of the Fund. Any press, media or other party (enquiry about the Services or this Contract must be referred to the Fund’s Representatives. The Fund is entitled to disclose to any Contracting Authority or Transferee any Confidential Information of the Service Provider which shall not be unreasonably withheld or delayed)relates to the performance of the Services by the Service Provider. Subject to sub-clause (e)(ii)In such circumstances, the Local Fund shall authorise the Contracting Authority or Transferee to use such Confidential Information only for purposes relating to the performance of the Services and for no other purposes and shall take all reasonable steps to ensure that such body accepts an obligation of confidence. The Service Provider must clearly identify to the Fund any business or trade secret which would prejudice the commercial interests of the Service Provider if disclosed pursuant to a request under the FOI Act or the Environmental Information Regulations 2004. However, the Fund shall be free to disclose responsible for determining in its absolute discretion whether any commercially sensitive information or other information is exempt from disclosure or may be disclosed either without consulting the terms of this Agreement Service Provider or following consultation with the Service Provider and the other Project Documents to any Relevant Government Department and the parties agree that the Local Authority shall be free to use and disclose such information on such terms and in such manner as any Relevant Government Department sees fit. The Local Authority shall notify the LEP in writing not less than ten (10) Business Days prior to any intended disclosure of the terms of any of the documents referred to in sub-clause (e)(i) to any Relevant Government Department. The LEP shall notify the Local Authority in writing of any terms of such documents (the Sensitive Information) that the LEP objects to being disclosed within five (5) Business Days of any such notification by the Local Authority (failing which the LEP shall be deemed to have notified the Local Authority that it has no objection to any such disclosure)having taken its views into consideration. Without prejudice to the Local Authority's right to disclose generality of Clause 32, the Sensitive Information pursuant to Service Provider shall, and shall ensure that its employees or sub-clause (e)(i)contractors shall, provide all necessary information and assistance as reasonably requested by the Local Authority shall consult Fund to enable the Fund to respond to any request for information it receives and in compliance with the LEP following receipt of a notification from the LEP that it objects to disclosure of such Sensitive Information with a view to agreeing whether or not part or all provisions of the Sensitive FOI Act. Nothing in this Clause 33 shall prevent the Recipient from disclosing Confidential Information can be removed from the information where it is required to be disclosed. Without prejudice to the foregoing provisions of this clause 17.6do so by judicial, the parties agreeadministrative, throughout the term of this Agreement, to offer all reasonable co-operation and assistance to PfS (including providing information to PfS within such time periods as may reasonably be specified by PfS) for the purpose of the collection and use of data by PfS governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable law, including the performance of projects including, without limitation, FOI Act or the provision of information in relation to key performance indicators designated from time to time by PfS as "national priority" key performance indicators even if those national priority key performance indicators are not agreed and adopted by the LEP as Key Performance Indicators. If and to the extent information is requested from the parties by PfS in relation to key performance indicators which are not Key Performance Indicators the relevant party or parties shall supply that information to PfS within such time period as may reasonably be specified by PfS. If the information requested by PfS is not otherwise collected or monitored by the party from whom the information is requested then that party shall, subject to prior notification to and agreement of PfS, be entitled to charge to PfS that party's reasonable costs of complying with the request for information from PfS in relation to any additional work required to be undertaken by the relevant party to provide the information requested which that party would not otherwise be required to undertake under this Agreement or Project Agreements or would not otherwise undertake in any event in the normal course of businessEnvironmental Information Regulations 2004.

CONFIDENTIALITY AND FREEDOM OF INFORMATION. In Confidentiality Each Party recognises that under this Agreement, Agreement it may receive Confidential Information means belonging to another Party. Each Party agrees to treat all information Confidential Information belonging to the other Party as confidential and not to disclose such Confidential Information to any third party without the prior written consent of a confidential nature relating the other relevant Party and agrees not to one party use such Confidential Information for any purpose other than that for which it is supplied by or on behalf of that party (whether before or after the date of this Agreement), either in writing, orally or in any other form, directly or indirectly from or pursuant to discussions with that party (the Disclosing Party) or which is obtained through observations made by the receiving party (a Receiving Party). Confidential Information also includes all analyses, compilations, studies and other documents whether prepared by or on behalf of a party which contain or otherwise reflect or are derived from such information. Nothing in this Agreement shall restrict the disclosure of information held by any party which is a Public Authority (as defined in the FOIA) beyond the restrictions permitted by the FOIA. Each Receiving Party shall hold in confidence any Confidential Information, PROVIDED THAT the provisions of this clause shall not restrict a Receiving Party from passing such information to its professional advisers and insurers, to the extent necessary, to enable it to perform (or to cause to be performed) or to enforce its rights or obligations under this Agreement, . DLUHC and provided further that Homes England consent to disclosure of this Agreement to any party with whom the LEP may, subject Applicant has entered into or intends to obtaining appropriate confidentiality restrictions: pass to the Funders enter into a Works Contract and their professional advisors or any prospective funders and their professional advisors or investors and their professional advisors such documents and other information as are reasonably required managing agent appointed by the Funders in connection with the raising of finance for the SPA Operations or which the LEP is obliged to supply by the terms of the Funding Agreements; and pass to Service Providers documents and other information which are necessary for the LEP's performance of this AgreementApplicant. The obligation obligations of confidence referred to maintain the confidentiality of the Confidential Information does in Clause 13.1.2 will not apply to any Confidential InformationInformation which: is in, or which the Disclosing Party confirms in writing is not required to be treated as Confidential Information; which is or comes into into, the public domain otherwise than through by reason of a breach of this Agreement or of any disclosure prohibited by other duty of confidentiality relating to that information; or is obtained from a third party without that third party being under an obligation (express or implied) to keep the information confidential; is lawfully in the possession of another Party before the date of this AgreementAgreement and in respect of which that Party is not under an existing obligation of confidentiality; or is independently developed without access to the extent required Confidential Information of the other Party; or where to be disclosed pursuant do so is deemed necessary by the Applicant (acting reasonably) in order to clause 9.12 (Records), clause 9.15 (Auditor), or required to be disclosed keep Leaseholders in the Building informed as to the Audit Commission, District Auditor or required to be disclosed for the proper performance of the Services; or which is disclosed to enable a determination to be made under clause 16 (Dispute Resolution); the disclosure of which is required by any Law (including any order of a court of competent jurisdiction), any Parliamentary obligation or the rules progress of any stock exchange or governmental or regulatory authority having the force of law or, if not having the force of law, compliance with which Works is commercially sensible and is in accordance with the general practice usual principles of persons subject good estate management. Each Party will be permitted to disclose Confidential Information to the stock exchange extent that it is required to do so: to enable the disclosing party to perform its obligations under this Agreement; or government by any applicable Statutory Requirement or regulatory authority concerned; disclosed by a court, arbitral or administrative tribunal in the Local Authority where course of proceedings before it including without limitation any requirement for disclosure under FOIA, EIRs or the Freedom of Information Code of Practice and the Applicant acknowledges that any lists or schedules provided by it outlining Confidential Information relates are of indicative value only and Homes England or DLUHC may nevertheless be obliged to disclose such information; or by any regulatory body (including any investment exchange) acting in the course of proceedings before it or acting in the course of its duties; or in order to give proper instructions to any professional adviser of that Party who also has an obligation to keep any such Confidential Information confidential. Subject to Clause 13.1.4, the Applicant will ensure that all Confidential Information obtained from Homes England and/or DLUHC under or in connection with this Agreement:- is given only to such of its employees, professional advisors, sub-contractors or consultants engaged in connection with this Agreement as is strictly necessary for the performance of this Agreement and only to the designextent necessary for the performance of this Agreement; is treated as confidential and not disclosed (without either Homes England's or DLUHC's prior written approval, construction(as applicable)) or used by any such staff or professional advisors, operation sub-contractors or maintenance consultants otherwise than for the purposes of this Agreement, and where it is considered necessary in the Project opinion of Homes England and/or the DLUHC, the Applicant will ensure that such staff, professional advisors, sub-contractors or is other information as may be reasonably required consultants sign a confidentiality undertaking before commencing work in connection with this Agreement. Nothing in this Clause 13.1 shall prevent Homes England and/or DLUHC:- disclosing any Confidential Information for the purpose of:- the examination and certification of conducting a due diligence exercise disclosed Homes England’s and/or DLUHC's accounts; or any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which Homes England and/or DLUHC has used respect its resources; or disclosing any person in connection with a benchmarking exercise in accordance with clause 8.3 Confidential Information:- to Parliament or market testing in accordance with Schedule 4; disclosed by the Local Authority to any Parliamentary Committee or any other department, office or agency of the Government Crown; or to any person engaged in providing any services to Homes England and/or the governing body of DLUHC for any of purpose relating to or ancillary to this Agreement or Crown Commercial Services. provided that in disclosing information under Clause 13.(a) or 13.(b) Homes England and/or the Facilities; disclosed DLUHC discloses only the information which is necessary for the purpose of: concerned and requires that the examination information is treated in confidence and certification that a confidentiality undertaking is given by the recipient where appropriate. Nothing in this Clause 13.1 shall prevent any Party from using any techniques, ideas or know-how gained during the performance of the Local Authority's or Agreement in the LEP's accounts; or any examination pursuant course of its normal business, to the Local Government Act 1999 extent that this does not result in a disclosure of the economy, efficiency and effectiveness with which the Local Authority has performed its functions; or which is already in the lawful possession of the Receiving Party prior to its disclosure by the Disclosing Party provided that any subsequent disclosure is not in breach of any restriction, condition or stipulation already applying to that Confidential Information. Unless otherwise required by any Law or any regulatory or governmental authority or in the circumstances set out in clause (c)(vii) (but only to that extent), neither party shall make or permit or procure to be made any public announcement or disclosure (whether for publication in the press, the radio, television screen or any other medium) of any Confidential Information or an infringement of Intellectual Property Rights. The obligations in this Clause 13.1 will survive the case expiry or termination of the LEP this Agreement for a period of its (or any LEP Party's) interest in the Project 6 years or, in respect of any particular item of Confidential Information, until such caseearlier time as that item of Confidential Information reaches the public domain otherwise than by reason of a breach of this Agreement or of any other duty of confidentiality relating to that information. [The Applicant must comply with the Transparency Code.]11 Freedom of Information Homes England and DLUHC are "FOIA Authorities" and: are subject to legal duties which may require the release of information under FOIA and/or EIR; and FOIA Authorities may be under an obligation to provide Information subject to a Request for Information. The FOIA Authority in receipt of or to receive the RFI (Relevant FOIA Authority) shall be responsible for determining in its absolute discretion whether: any Information is Exempted Information or remains Exempted Information; and/or any Information is to be disclosed in response to a Request for Information; and in no event shall any Party, any matters relating theretoother than the Relevant FOIA Authority, without the prior written consent respond directly to a RFI except to confirm receipt of the other party (which shall not be unreasonably withheld or delayed)RFI and that the RFI has been passed to the Relevant FOIA Authority unless otherwise expressly authorised to do so by the Relevant FOIA Authority. Subject to the provisions of this Clause 13., each Party acknowledges that the Relevant FOIA Authority may disclose Information following consultation with the other Parties and having taken (or not taken, as the case may be) its views into account. In the event that the Relevant FOIA Authority receives a RFI, the Relevant FOIA Authority will, where appropriate, as soon as reasonably practicable notify the other Parties. Each Party will assist and co-operate as requested by the Relevant FOIA Authority to enable the Relevant FOIA Authority to comply with its disclosure requirements under FOIA and EIR within the prescribed periods for compliance and in particular without limitation will (and shall use reasonable endeavours to procure that its agents contractors and sub-clause (e)(iicontractors will), at their own cost: transfer any RFI received to the Local Relevant FOIA Authority shall be free to disclose the terms of this Agreement and the other Project Documents to any Relevant Government Department and the parties agree that the Local Authority shall be free to use and disclose such information on such terms as soon as practicable after receipt and in such manner as any Relevant Government Department sees fit. The Local Authority shall notify the LEP in writing not less than ten (10) Business Days prior to any intended disclosure of the terms of any of the documents referred to in sub-clause (e)(i) to any Relevant Government Department. The LEP shall notify the Local Authority in writing of any terms of such documents (the Sensitive Information) that the LEP objects to being disclosed event within five (5) Business Working Days of any receiving a RFI; provide all such notification by the Local Authority (failing which the LEP shall be deemed to have notified the Local Authority that it has no objection to any such disclosure). Without prejudice to the Local Authority's right to disclose the Sensitive Information pursuant to sub-clause (e)(i), the Local Authority shall consult with the LEP following receipt of a notification from the LEP that it objects to disclosure of such Sensitive Information with a view to agreeing whether or not part or all of the Sensitive Information can be removed from the information to be disclosed. Without prejudice to the foregoing provisions of this clause 17.6, the parties agree, throughout the term of this Agreement, to offer all reasonable co-operation and assistance to PfS (including providing information to PfS within such time periods as may reasonably be specified by PfS) for the purpose of the collection and use of data by PfS in connection with the performance of projects including, without limitation, the provision of information in relation to key performance indicators designated required from time to time by PfS the Relevant FOIA Authority and supply such data, documents or information as "national priority" key performance indicators even if those national priority key performance indicators are not agreed and adopted may be requested by the LEP Relevant FOIA Authority; provide the Relevant FOIA Authority with any data, documents or information in its possession or power in the form that the Relevant FOIA Authority requires within five (5) Working Days (or such other period as Key Performance Indicators. If and the Relevant FOIA Authority may specify) of the Relevant FOIA Authority requesting that Information; permit the Relevant FOIA Authority to the extent information is inspect any records as requested from time to time. Nothing in this Agreement will prevent the parties by PfS in relation Relevant FOIA Authority from complying with any valid order, decision, enforcement or practice recommendation notice issued to key performance indicators which are not Key Performance Indicators the relevant party or parties shall supply that information to PfS within such time period as may reasonably be specified by PfS. If the information requested by PfS is not otherwise collected or monitored it by the party from whom the information is requested then that party shall, subject to prior notification to and agreement of PfS, be entitled to charge to PfS that party's reasonable costs of complying with the request for information from PfS Information Commissioner under FOIA and/or EIR in relation to any additional work required to be undertaken by the relevant party to provide the information requested which that party would not otherwise be required to undertake under this Agreement or Project Agreements or would not otherwise undertake in any event in the normal course of businessExempted Information.

CONFIDENTIALITY AND FREEDOM OF INFORMATION. In this Agreement, Each Party: shall treat all Confidential Information means all information of a belonging to the other Party as confidential nature relating and safeguard it accordingly; and shall not disclose any Confidential Information belonging to one party which is supplied by or on behalf of that party (whether before or after the date of this Agreement), either in writing, orally or in other Party to any other formperson without the prior written consent of the other Party, directly except to such persons and to such extent as may be necessary for the performance of the Agreement or indirectly from or pursuant to discussions with that party (the Disclosing Party) or which except where disclosure is obtained through observations made by the receiving party (a Receiving Party). Confidential Information also includes all analyses, compilations, studies and other documents whether prepared by or on behalf of a party which contain or otherwise reflect or are derived from such information. Nothing in this Agreement shall restrict the disclosure of information held by any party which is a Public Authority (as defined in the FOIA) beyond the restrictions expressly permitted by the FOIA. Each Receiving Party shall hold in confidence any Confidential Information, PROVIDED THAT the provisions of this clause shall not restrict a Receiving Party from passing such information to its professional advisers and insurers, to the extent necessary, to enable it to perform (or to cause to be performed) or to enforce its rights or obligations under this Agreement, and provided further that the LEP may, subject to obtaining appropriate confidentiality restrictions: pass to the Funders and their professional advisors or any prospective funders and their professional advisors or investors and their professional advisors such documents and other information as are reasonably required by the Funders in connection with the raising of finance for the SPA Operations or which the LEP is obliged to supply by the terms of the Funding Agreements; and pass to Service Providers documents and other information which are necessary for the LEP's performance of this Agreement. The obligation Company shall take all necessary precautions to maintain ensure that all Confidential Information obtained from the confidentiality Authority under or in connection with the Agreement:- is given only to such of the Personnel and professional advisors engaged to advise it in connection with the Agreement as is strictly necessary for the performance of the Agreement and only to the extent necessary for the performance of the Agreement; is treated as confidential and not disclosed (without prior approval) or used by any Personnel or such professional advisors otherwise than for the purposes of the Agreement. Where it is considered necessary in the opinion of the Authority, the Company shall ensure that Personnel or such professional advisors sign a confidentiality undertaking before commencing work in connection with the Agreement. The Company shall not use any Confidential Information does received otherwise than for the purposes of the Agreement. The provisions of Clauses 14.1 to 14.4 shall not apply to any Confidential Information: Information received by one Party from the other:- which is or becomes public knowledge (otherwise than by breach of this Clause); which was in the Disclosing Party confirms in writing possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party; which is not required received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is independently developed without access to be treated as the Confidential Information; or which is or comes into the public domain otherwise than through any disclosure prohibited by this Agreement; to the extent required to must be disclosed pursuant to clause 9.12 (Records)a statutory or legal obligation placed upon the Party making the disclosure, clause 9.15 (Auditor), or required to be disclosed to the Audit Commission, District Auditor or required to be disclosed for the proper performance of the Services; or which is disclosed to enable a determination to be made under clause 16 (Dispute Resolution); the disclosure of which is required by any Law (including any order of a court of competent jurisdiction), Request for Information pursuant to Clauses 14.9 and 14.10. Nothing in this Clause shall prevent the Authority: disclosing any Parliamentary obligation or the rules of any stock exchange or governmental or regulatory authority having the force of law or, if not having the force of law, compliance with which is in accordance with the general practice of persons subject to the stock exchange or government or regulatory authority concerned; disclosed by the Local Authority where the Confidential Information relates to the design, construction, operation or maintenance of the Project or is other information as may be reasonably required for the purpose of conducting a due diligence exercise disclosed to any person in connection with a benchmarking exercise in accordance with clause 8.3 or market testing in accordance with Schedule 4; disclosed by the Local Authority to any other department, office or agency of the Government or the governing body of any of the Facilities; disclosed for the purpose of: of:- the examination and certification of the Local Authority's or the LEP's ’s accounts; or any examination pursuant to the Local Government Act 1999 of the economy, efficiency and effectiveness with which the Local Authority has performed used its functionsresources; or which is already in the lawful possession of the Receiving Party prior to its disclosure by the Disclosing Party provided that seeking or obtaining any subsequent disclosure is not in breach of any restriction, condition or stipulation already applying to that Confidential Information. Unless otherwise required by any Law or any regulatory or governmental authority or in the circumstances set out in clause (c)(vii) (but only to that extent), neither party shall make or permit or procure to be made any public announcement or disclosure (whether for publication in the press, the radio, television screen or any other medium) of legal advice; disclosing any Confidential Information obtained from the Company:- to the Welsh Ministers; to any person engaged in providing any services to the Authority for any purpose relating to or ancillary to the Agreement; or for audit purposes in the case of the LEP of its (accordance with Clause 7.2 or any LEP Party's) interest otherwise; provided that in the Project or, in any such case, any matters relating thereto, without the prior written consent of the other party (which shall not be unreasonably withheld or delayed). Subject to disclosing information under sub-clause (e)(ii), Clauses 14.6.2.1 to 14.6.2.3 the Local Authority shall be free to disclose discloses only the terms of this Agreement information which is necessary for the purpose concerned and the other Project Documents to any Relevant Government Department and the parties agree requires that the Local Authority shall be free to use information is treated in confidence and disclose such information on such terms and in such manner as any Relevant Government Department sees fit. The Local Authority shall notify the LEP in writing not less than ten (10) Business Days prior to any intended disclosure of the terms of any of the documents referred to in sub-clause (e)(i) to any Relevant Government Department. The LEP shall notify the Local Authority in writing of any terms of such documents (the Sensitive Information) that the LEP objects to being disclosed within five (5) Business Days of any such notification by the Local Authority (failing which the LEP shall be deemed to have notified the Local Authority that it has no objection to any such disclosure)a confidentiality undertaking is given where appropriate. Without prejudice to the Local Authority's right to disclose the Sensitive Information pursuant to sub-clause (e)(i), the Local Authority shall consult with the LEP following receipt of a notification from the LEP that it objects to disclosure of such Sensitive Information with a view to agreeing whether or not part or all of the Sensitive Information can be removed from the information to be disclosed. Without prejudice to the foregoing provisions of this clause 17.6, the parties agree, throughout the term any other provision of this Agreement, the Company and its Personnel shall regard as confidential and shall not disclose to offer all reasonable co-operation and assistance to PfS (including providing any person other than persons authorised by the Authority any information to PfS within such time periods as may reasonably be specified acquired by PfS) for the purpose of the collection and use of data by PfS Company or its Personnel in, or in connection with the performance of projects including, without limitationwith, the provision of information the Services concerning the identity or medical condition of or treatment received by any Beneficiary. Each Party acknowledges that the other Party is subject to the requirements of the Freedom of Information Xxx 0000 (“FOIA”), and both the respective Codes of Practice on the Discharge of Public Authorities' Functions and on the Management of Records (which are issued under sections 45 and 46 of the FOIA respectively) and the Environmental Information Regulations 2004 and each Party shall assist and cooperate with the other (at their own expense) to enable the other Party to comply with these Information (as defined in section 84 of FOIA) disclosure obligations. Where a Party receives a Request for Information in relation to key performance indicators designated from time to time by PfS as "national priority" key performance indicators even if those national priority key performance indicators are not agreed Information which it is holding on behalf of the other Party, it shall (and adopted by shall procure that its sub-contractors shall):- transfer the LEP as Key Performance Indicators. If and Request for Information to the extent information is requested from the parties by PfS in relation to key performance indicators which are not Key Performance Indicators the relevant party or parties shall supply that information to PfS within such time period other Party as may reasonably be specified by PfS. If the information requested by PfS is not otherwise collected or monitored by the party from whom the information is requested then that party shall, subject to prior notification to soon as practicable after receipt and agreement of PfS, be entitled to charge to PfS that party's reasonable costs of complying with the request for information from PfS in relation to any additional work required to be undertaken by the relevant party to provide the information requested which that party would not otherwise be required to undertake under this Agreement or Project Agreements or would not otherwise undertake in any event within two Business Days of receiving a Request for Information; provide the other Party with a copy of all Information in its possession or power in the normal course form that the other Party requires within five Business Days; and provide all necessary assistance as reasonably requested to enable the Party to respond to a Request for Information within the time for compliance set out in section 10 of businessthe FOIA or regulation 5 of the Environmental Information Regulations. Where a Party receives a Request for Information which relates to this Agreement, it shall inform the other Party of the Request for Information as soon as practicable after receipt and in any event within two Business Days of receiving a Request for Information. If any Party determines that Information (including Confidential Information) must be disclosed pursuant to Clause 14.12 it shall notify the other Party of that decision at least two Business Days before disclosure. Each Party shall be responsible for determining at its absolute discretion whether the Information:- is exempt from disclosure under the FOIA or the Environmental Information Regulations; is to be disclosed in response to a Request for Information. Each Party acknowledges that any other Party may, acting in accordance with, the FOIA, both the respective Codes of Practice on the Discharge of Public Authorities' Functions and on the Management of Records (which are issued under sections 45 and 46 of the FOIA respectively) or the Environmental Information Regulations to disclose Information:- without consulting with the other Parties, or following consultation with the other Party and having taken its views into account. The Company shall immediately notify the Authority of any breach or suspected breach of this Clause 14.

CONFIDENTIALITY AND FREEDOM OF INFORMATION. In Confidentiality Each Party recognises that under this Agreement, Agreement it may receive Confidential Information means belonging to the other. Each Party agrees to treat all Confidential Information belonging to the other as confidential and not to disclose such Confidential Information or any other confidential information of a confidential nature relating to one the CPCA or the Project arising or coming to its attention in the course of the Project to the CPCA to any third party without the prior written consent of the other Party and agrees not to use such Confidential Information for any purpose other than that for which it is supplied by or on behalf of that party (whether before or after the date of this Agreement), either in writing, orally or in any other form, directly or indirectly from or pursuant to discussions with that party (the Disclosing Party) or which is obtained through observations made by the receiving party (a Receiving Party). Confidential Information also includes all analyses, compilations, studies and other documents whether prepared by or on behalf of a party which contain or otherwise reflect or are derived from such information. Nothing in this Agreement shall restrict the disclosure of information held by any party which is a Public Authority (as defined in the FOIA) beyond the restrictions permitted by the FOIA. Each Receiving Party shall hold in confidence any Confidential Information, PROVIDED THAT the provisions of this clause shall not restrict a Receiving Party from passing such information to its professional advisers and insurers, to the extent necessary, to enable it to perform (or to cause to be performed) or to enforce its rights or obligations under this Agreement, and provided further that the LEP may, subject to obtaining appropriate confidentiality restrictions: pass to the Funders and their professional advisors or any prospective funders and their professional advisors or investors and their professional advisors such documents and other information as are reasonably required by the Funders in connection with the raising of finance for the SPA Operations or which the LEP is obliged to supply by the terms of the Funding Agreements; and pass to Service Providers documents and other information which are necessary for the LEP's performance of this Agreement. The obligation obligations of confidence referred to maintain the confidentiality of the Confidential Information does in Clause 13.1.2 will not apply to any Confidential InformationInformation which: - is in, or which the Disclosing Party confirms in writing is not required to be treated as Confidential Information; which is or comes into into, the public domain otherwise than through by reason of a breach of this Agreement or of any disclosure prohibited by other duty of confidentiality relating to that information; or is obtained from a third party without that third party being under an obligation (express or implied) to keep the information confidential; or is lawfully in the possession of the other Party before the date of this Agreement and in respect of which that Party is not under an existing obligation of confidentiality; or is independently developed without access to the Confidential Information of the other Party. Each Party will be permitted to disclose Confidential Information to the extent that it is required to do so: - to enable the disclosing party to perform its obligations under this Agreement; or by any applicable Statutory Requirement or by a court, arbitral or administrative tribunal in the course of proceedings before it including without limitation any requirement for disclosure under FOIA, EIRs or the Code of Practice on Access to Government Information and the Applicant acknowledges that any lists or schedules provided by it outlining Confidential Information are of indicative value only and the CPCA may nevertheless be obliged to disclose such information; or by any Regulatory Body (including any investment exchange) acting in the course of proceedings before it or acting in the course of its duties; or in order to give proper instructions to any professional adviser of that Party who also has an obligation to keep any such Confidential Information confidential. The Applicant will ensure that all Confidential Information obtained from the CPCA under or in connection with this Agreement: - is given only to such of its employees, professional advisors, sub-contractors or consultants engaged in connection with this Agreement as is strictly necessary for the performance of this Agreement and only to the extent required to be disclosed pursuant to clause 9.12 (Records), clause 9.15 (Auditor), or required to be disclosed to the Audit Commission, District Auditor or required to be disclosed necessary for the proper performance of this Agreement; is treated as confidential and not disclosed (without the Services; CPCA's prior written approval) or which is disclosed to enable a determination to be made under clause 16 (Dispute Resolution); the disclosure of which is required used by any Law (including such staff or professional advisors, sub-contractors or consultants otherwise than for the purposes of this Agreement; and where it is considered necessary in the opinion of the CPCA the Applicant will ensure that such staff, professional advisors, sub-contractors or consultants sign a confidentiality undertaking before commencing work in connection with this Agreement. Nothing in this Clause 13.1 shall prevent the CPCA: - disclosing any order of a court of competent jurisdiction), any Parliamentary obligation or the rules of any stock exchange or governmental or regulatory authority having the force of law or, if not having the force of law, compliance with which is in accordance with the general practice of persons subject to the stock exchange or government or regulatory authority concerned; disclosed by the Local Authority where the Confidential Information relates to the design, construction, operation or maintenance of the Project or is other information as may be reasonably required for the purpose of: - the examination and certification of conducting the CPCA's accounts; or any examination required by reason of CPCA's status as a due diligence exercise disclosed public body or relating to the allocation of Funding as public money; or disclosing any person in connection with a benchmarking exercise in accordance with clause 8.3 or market testing in accordance with Schedule 4; disclosed by the Local Authority Confidential Information: - to any other department, office or agency of the Government Crown; or to any person engaged in providing any services to the governing body of CPCA for any of purpose relating to or ancillary to this; provided that in disclosing information under Clause 13.(a) or (b) the Facilities; disclosed CPCA discloses only the information which is necessary for the purpose of: concerned and requires that the examination information is treated in confidence and certification that a confidentiality undertaking is given by the recipient where appropriate. Nothing in this Clause 13.1 shall prevent either Party from using any techniques, ideas or know-how gained during the performance of the Local Authority's or Agreement in the LEP's accounts; or any examination pursuant course of its normal business, to the Local Government Act 1999 extent that this does not result in a disclosure of the economy, efficiency and effectiveness with which the Local Authority has performed its functions; or which is already in the lawful possession of the Receiving Party prior to its disclosure by the Disclosing Party provided that any subsequent disclosure is not in breach of any restriction, condition or stipulation already applying to that Confidential Information. Unless otherwise required by any Law or any regulatory or governmental authority or in the circumstances set out in clause (c)(vii) (but only to that extent), neither party shall make or permit or procure to be made any public announcement or disclosure (whether for publication in the press, the radio, television screen or any other medium) of any Confidential Information or an infringement of Intellectual Property Rights. The obligations in this Clause 13.1 will survive the case expiry or termination of the LEP this Agreement for a period of its (or any LEP Party's) interest in the Project 6 years or, in respect of any particular item of Confidential Information, until such case, any matters relating thereto, without earlier time as that item of Confidential Information reaches the prior written consent public domain otherwise than by reason of the other party (which shall not be unreasonably withheld or delayed). Subject to sub-clause (e)(ii), the Local Authority shall be free to disclose the terms a breach of this Agreement and the other Project Documents to any Relevant Government Department and the parties agree that the Local Authority shall be free to use and disclose such information on such terms and in such manner as any Relevant Government Department sees fit. The Local Authority shall notify the LEP in writing not less than ten (10) Business Days prior to any intended disclosure of the terms or of any other duty of the documents referred confidentiality relating to in sub-clause (e)(i) to any Relevant Government Department. The LEP shall notify the Local Authority in writing of any terms of such documents (the Sensitive Information) that the LEP objects to being disclosed within five (5) Business Days of any such notification by the Local Authority (failing which the LEP shall be deemed to have notified the Local Authority that it has no objection to any such disclosure). Without prejudice to the Local Authority's right to disclose the Sensitive Information pursuant to sub-clause (e)(i), the Local Authority shall consult with the LEP following receipt of a notification from the LEP that it objects to disclosure of such Sensitive Information with a view to agreeing whether or not part or all of the Sensitive Information can be removed from the information to be disclosed. Without prejudice to the foregoing provisions of this clause 17.6, the parties agree, throughout the term of this Agreement, to offer all reasonable co-operation and assistance to PfS (including providing information to PfS within such time periods as may reasonably be specified by PfS) for the purpose of the collection and use of data by PfS in connection with the performance of projects including, without limitation, the provision of information in relation to key performance indicators designated from time to time by PfS as "national priority" key performance indicators even if those national priority key performance indicators are not agreed and adopted by the LEP as Key Performance Indicators. If and to the extent information is requested from the parties by PfS in relation to key performance indicators which are not Key Performance Indicators the relevant party or parties shall supply that information to PfS within such time period as may reasonably be specified by PfS. If the information requested by PfS is not otherwise collected or monitored by the party from whom the information is requested then that party shall, subject to prior notification to and agreement of PfS, be entitled to charge to PfS that party's reasonable costs of complying with the request for information from PfS in relation to any additional work required to be undertaken by the relevant party to provide the information requested which that party would not otherwise be required to undertake under this Agreement or Project Agreements or would not otherwise undertake in any event in the normal course of businessinformation.

CONFIDENTIALITY AND FREEDOM OF INFORMATION. In this Agreementthe performance of his statutory functions the Commissioner receives, Confidential Information means all processes and retains substantial quantities of information of a (both confidential nature relating to one party which is supplied by or on behalf of that party (whether before or after the date of this Agreement), either and non-sensitive in writing, orally or in any other form, directly or indirectly from or pursuant to discussions with that party (the Disclosing Party) or which is obtained through observations made by the receiving party (a Receiving Partynature). Confidential Information also includes all analyses, compilations, studies and other documents whether prepared by or on behalf of a party which contain or otherwise reflect or are derived from such information. Nothing The Commissioner requires parties providing services to his office to observe appropriate security requirements in this Agreement shall restrict the disclosure of information held by any party which is a Public Authority (as defined their dealings with his office in the FOIA) beyond the restrictions permitted by the FOIA. Each Receiving Party shall hold in confidence any Confidential Information, PROVIDED THAT the provisions of this clause shall not restrict a Receiving Party from passing such information to its professional advisers and insurers, to the extent necessary, to enable it to perform (or to cause to be performed) or to enforce its rights or obligations under this Agreement, and provided further order that the LEP may, subject to obtaining appropriate confidentiality restrictions: pass to the Funders and their professional advisors or any prospective funders and their professional advisors or investors and their professional advisors such documents and other Commissioner may maintain best practice in information as are reasonably required by the Funders in connection with the raising of finance for the SPA Operations or which the LEP is obliged to supply by the terms of the Funding Agreements; and pass to Service Providers documents and other information which are necessary for the LEP's performance of this Agreementsecurity. The obligation to maintain the confidentiality of the Confidential Information does not apply to Confidential Information: which the Disclosing Party confirms in writing is not required to be treated as Confidential Information; which is or comes into the public domain otherwise than through any disclosure prohibited by this Agreement; to the extent required to be disclosed pursuant to clause 9.12 (Records)Contractor agrees that, clause 9.15 (Auditor), or required to be disclosed to the Audit Commission, District Auditor or required to be disclosed for the proper performance of the Services; or which is disclosed to enable a determination to be made under clause 16 (Dispute Resolution); the disclosure of which is required by any Law (including any order of a court of competent jurisdiction), any Parliamentary obligation or the rules of any stock exchange or governmental or regulatory authority having the force of law or, if not having the force of law, compliance save with which is in accordance with the general practice of persons subject to the stock exchange or government or regulatory authority concerned; disclosed by the Local Authority where the Confidential Information relates to the design, construction, operation or maintenance of the Project or is other information as may be reasonably required for the purpose of conducting a due diligence exercise disclosed to any person in connection with a benchmarking exercise in accordance with clause 8.3 or market testing in accordance with Schedule 4; disclosed by the Local Authority to any other department, office or agency of the Government or the governing body of any of the Facilities; disclosed for the purpose of: the examination and certification of the Local Authority's or the LEP's accounts; or any examination pursuant to the Local Government Act 1999 of the economy, efficiency and effectiveness with which the Local Authority has performed its functions; or which is already in the lawful possession of the Receiving Party prior to its disclosure by the Disclosing Party provided that any subsequent disclosure is not in breach of any restriction, condition or stipulation already applying to that Confidential Information. Unless otherwise required by any Law or any regulatory or governmental authority or in the circumstances set out in clause (c)(vii) (but only to that extent), neither party shall make or permit or procure to be made any public announcement or disclosure (whether for publication in the press, the radio, television screen or any other medium) of any Confidential Information or in the case of the LEP of its (or any LEP Party's) interest in the Project or, in any such case, any matters relating thereto, without the prior written consent of the other party (which Commissioner, it shall keep in strict confidence and shall not be unreasonably withheld disclose any information obtained by it from the Commissioner’s office or delayed). Subject staff whether relating to sub-clause the Commissioner or otherwise (e)(ii), the Local Authority shall be free to disclose the terms of this Agreement and the other Project Documents to any Relevant Government Department and the parties agree that the Local Authority shall be free to use and disclose such information on such terms and in such manner as any Relevant Government Department sees fit. The Local Authority shall notify the LEP in writing not less than ten (10) Business Days prior to any intended disclosure of the terms of any of the documents referred to in sub-clause (e)(i“Commissioner’s Information”) to any Relevant Government Department. The LEP third party, nor shall notify the Local Authority in writing of any terms of such documents (the Sensitive Information) that the LEP objects to being disclosed within five (5) Business Days Contractor make use of any such notification by information otherwise than in connection with the Local Authority (failing which provision of the LEP shall be deemed to have notified the Local Authority that it has no objection to any such disclosure). Without prejudice Services to the Local Authority's right to disclose the Sensitive Information pursuant to sub-clause (e)(i)Commissioner. The Contractor shall inform its officers, the Local Authority shall consult with the LEP following receipt of a notification from the LEP that it objects to disclosure of such Sensitive Information with a view to agreeing whether or not part or all employees and agents of the Sensitive Information can be removed from Contractor’s obligations under the information to be disclosed. Without prejudice to the foregoing provisions of this clause 17.66 and ensure that the Contractor’s officers, employees and agents meet the parties agree, throughout the term confidentiality obligations. This clause 6 shall survive termination of this Agreement, . The Contractor will not be in breach of any obligation to offer all reasonable keep any of the Commissioner's Information confidential in circumstances where: it has become public knowledge other than through any fault of the Contractor; or was already known to the Contractor prior to disclosure by the Commissioner; or was independently developed by the Contractor without recourse to or use of the Commissioner’s Information; or has been received by the Contractor from a third party who did not acquire it in confidence from the Commissioner or from someone owing a duty of confidence to the Commissioner; or the Contractor is required to disclose it by law or by a regulatory body. The Contractor acknowledges that the Commissioner is subject to the requirements of FOIA and shall assist and co-operation operate with the Commissioner (at the Contractor's expense) to enable the Commissioner to comply with these FOIA Information disclosure requirements. The Contractor shall and assistance shall procure that its sub-contractors shall: transfer the Request for Information to PfS the Commissioner as soon as practicable after receipt and in any event within three days of receiving a Request for Information; provide the Commissioner with a copy of all FOIA Information in its possession or power in the form that the Commissioner requires within seven days (including providing information to PfS within or such time periods other period as the Commissioner may reasonably be specified by PfSspecify) for the purpose of the collection Commissioner requesting that FOIA Information; and use provide all necessary assistance as reasonably requested by the Commissioner to enable the Commissioner to respond to a Request for Information within the time for compliance set out in section 10 of data by PfS FOIA. The Commissioner shall be responsible for determining at its absolute discretion whether the Information: is exempt from disclosure in connection accordance with the performance provisions of projects includingFOIA; and is to be disclosed in response to a Request for Information, and in no event shall the Contractor respond directly to a Request for Information unless expressly authorised to do so by the Commissioner. In no event shall the Contractor respond directly to a Request for Information unless expressly authorized to do so by the Commissioner. The Contractor acknowledges that the Commissioner may be obliged under FOIA to disclose Information: without limitationconsulting with the Contractor, or following consultation with the provision Contractor and having taken its views into account. The Contractor shall ensure that all FOIA Information produced in the course of information in relation this Agreement or relating to key performance indicators designated this Agreement is retained for disclosure and shall permit the Commissioner to inspect such records as requested from time to time by PfS as "national priority" key performance indicators even if those national priority key performance indicators are not agreed and adopted by the LEP as Key Performance Indicators. If and to the extent information is requested from the parties by PfS in relation to key performance indicators which are not Key Performance Indicators the relevant party or parties shall supply that information to PfS within such time period as may reasonably be specified by PfS. If the information requested by PfS is not otherwise collected or monitored by the party from whom the information is requested then that party shall, subject to prior notification to and agreement of PfS, be entitled to charge to PfS that party's reasonable costs of complying with the request for information from PfS in relation to any additional work required to be undertaken by the relevant party to provide the information requested which that party would not otherwise be required to undertake under this Agreement or Project Agreements or would not otherwise undertake in any event in the normal course of businesstime.

CONFIDENTIALITY AND FREEDOM OF INFORMATION. In this Agreementthe performance of his statutory functions the Commissioner receives, Confidential Information means all processes and retains substantial quantities of information of a (both confidential nature relating to one party which is supplied by or on behalf of that party (whether before or after the date of this Agreement), either and non-sensitive in writing, orally or in any other form, directly or indirectly from or pursuant to discussions with that party (the Disclosing Party) or which is obtained through observations made by the receiving party (a Receiving Partynature). Confidential Information also includes all analyses, compilations, studies and other documents whether prepared by or on behalf of a party which contain or otherwise reflect or are derived from such information. Nothing The Commissioner requires parties providing services to his office to observe appropriate security requirements in this Agreement shall restrict the disclosure of information held by any party which is a Public Authority (as defined their dealings with his office in the FOIA) beyond the restrictions permitted by the FOIA. Each Receiving Party shall hold in confidence any Confidential Information, PROVIDED THAT the provisions of this clause shall not restrict a Receiving Party from passing such information to its professional advisers and insurers, to the extent necessary, to enable it to perform (or to cause to be performed) or to enforce its rights or obligations under this Agreement, and provided further order that the LEP may, subject to obtaining appropriate confidentiality restrictions: pass to the Funders and their professional advisors or any prospective funders and their professional advisors or investors and their professional advisors such documents and other Commissioner may maintain best practice in information as are reasonably required by the Funders in connection with the raising of finance for the SPA Operations or which the LEP is obliged to supply by the terms of the Funding Agreements; and pass to Service Providers documents and other information which are necessary for the LEP's performance of this Agreementsecurity. The obligation to maintain the confidentiality of the Confidential Information does not apply to Confidential Information: which the Disclosing Party confirms in writing is not required to be treated as Confidential Information; which is or comes into the public domain otherwise than through any disclosure prohibited by this Agreement; to the extent required to be disclosed pursuant to clause 9.12 (Records)Contractor agrees that, clause 9.15 (Auditor), or required to be disclosed to the Audit Commission, District Auditor or required to be disclosed for the proper performance of the Services; or which is disclosed to enable a determination to be made under clause 16 (Dispute Resolution); the disclosure of which is required by any Law (including any order of a court of competent jurisdiction), any Parliamentary obligation or the rules of any stock exchange or governmental or regulatory authority having the force of law or, if not having the force of law, compliance save with which is in accordance with the general practice of persons subject to the stock exchange or government or regulatory authority concerned; disclosed by the Local Authority where the Confidential Information relates to the design, construction, operation or maintenance of the Project or is other information as may be reasonably required for the purpose of conducting a due diligence exercise disclosed to any person in connection with a benchmarking exercise in accordance with clause 8.3 or market testing in accordance with Schedule 4; disclosed by the Local Authority to any other department, office or agency of the Government or the governing body of any of the Facilities; disclosed for the purpose of: the examination and certification of the Local Authority's or the LEP's accounts; or any examination pursuant to the Local Government Act 1999 of the economy, efficiency and effectiveness with which the Local Authority has performed its functions; or which is already in the lawful possession of the Receiving Party prior to its disclosure by the Disclosing Party provided that any subsequent disclosure is not in breach of any restriction, condition or stipulation already applying to that Confidential Information. Unless otherwise required by any Law or any regulatory or governmental authority or in the circumstances set out in clause (c)(vii) (but only to that extent), neither party shall make or permit or procure to be made any public announcement or disclosure (whether for publication in the press, the radio, television screen or any other medium) of any Confidential Information or in the case of the LEP of its (or any LEP Party's) interest in the Project or, in any such case, any matters relating thereto, without the prior written consent of the other party (which Commissioner, it shall keep in strict confidence and shall not be unreasonably withheld disclose any information obtained by it from the Commissioner’s office or delayed). Subject staff whether relating to sub-clause the Commissioner or otherwise (e)(ii), the Local Authority shall be free to disclose the terms of this Agreement and the other Project Documents to any Relevant Government Department and the parties agree that the Local Authority shall be free to use and disclose such information on such terms and in such manner as any Relevant Government Department sees fit. The Local Authority shall notify the LEP in writing not less than ten (10) Business Days prior to any intended disclosure of the terms of any of the documents referred to in sub-clause (e)(i“Commissioner’s Information”) to any Relevant Government Department. The LEP third party, nor shall notify the Local Authority in writing of any terms of such documents (the Sensitive Information) that the LEP objects to being disclosed within five (5) Business Days Contractor make use of any such notification by information otherwise than in connection with the Local Authority (failing which provision of the LEP shall be deemed to have notified the Local Authority that it has no objection to any such disclosure). Without prejudice Services to the Local Authority's right to disclose the Sensitive Information pursuant to sub-clause (e)(i)Commissioner. The Contractor shall inform its officers, the Local Authority shall consult with the LEP following receipt of a notification from the LEP that it objects to disclosure of such Sensitive Information with a view to agreeing whether or not part or all employees and agents of the Sensitive Information can be removed from Contractor’s obligations under the information to be disclosed. Without prejudice to the foregoing provisions of this clause 17.66 and ensure that the Contractor’s officers, employees and agents meet the parties agree, throughout the term confidentiality obligations. This clause 6 shall survive termination of this Agreement, . The Contractor will not be in breach of any obligation to offer all reasonable keep any of the Commissioner's Information confidential in circumstances where: it has become public knowledge other than through any fault of the Contractor; or was already known to the Contractor prior to disclosure by the Commissioner; or was independently developed by the Contractor without recourse to or use of the Commissioner’s Information; or has been received by the Contractor from a third party who did not acquire it in confidence from the Commissioner or from someone owing a duty of confidence to the Commissioner; or the Contractor is required to disclose it by law or by a regulatory body. The Contractor acknowledges that the Commissioner is subject to the requirements of FOIA and shall assist and co-operation operate with the Commissioner (at the Contractor's expense) to enable the Commissioner to comply with these FOIA Information disclosure requirements. The Contractor shall and assistance shall procure that its sub-contractors shall: transfer the Request for Information to PfS the Commissioner as soon as practicable after receipt and in any event within three days of receiving a Request for Information; provide the Commissioner with a copy of all FOIA Information in its possession or power in the form that the Commissioner requires within seven days (including providing information to PfS within or such time periods other period as the Commissioner may reasonably be specified by PfSspecify) for the purpose of the collection Commissioner requesting that FOIA Information; and use provide all necessary assistance as reasonably requested by the Commissioner to enable the Commissioner to respond to a Request for Information within the time for compliance set out in section 10 of data by PfS FOIA. The Commissioner shall be responsible for determining at its absolute discretion whether the Information: is ex1empt from disclosure in connection accordance with the performance provisions of projects includingFOIA; and is to be disclosed in response to a Request for Information, and in no event shall the Contractor respond directly to a Request for Information unless expressly authorised to do so by the Commissioner. In no event shall the Contractor respond directly to a Request for Information unless expressly authorized to do so by the Commissioner. The Contractor acknowledges that the Commissioner may be obliged under FOIA to disclose Information: without limitationconsulting with the Contractor, or following consultation with the provision Contractor and having taken its views into account. The Contractor shall ensure that all FOIA Information produced in the course of information in relation this Agreement or relating to key performance indicators designated this Agreement is retained for disclosure and shall permit the Commissioner to inspect such records as requested from time to time by PfS as "national priority" key performance indicators even if those national priority key performance indicators are not agreed and adopted by the LEP as Key Performance Indicators. If and to the extent information is requested from the parties by PfS in relation to key performance indicators which are not Key Performance Indicators the relevant party or parties shall supply that information to PfS within such time period as may reasonably be specified by PfS. If the information requested by PfS is not otherwise collected or monitored by the party from whom the information is requested then that party shall, subject to prior notification to and agreement of PfS, be entitled to charge to PfS that party's reasonable costs of complying with the request for information from PfS in relation to any additional work required to be undertaken by the relevant party to provide the information requested which that party would not otherwise be required to undertake under this Agreement or Project Agreements or would not otherwise undertake in any event in the normal course of businesstime.