Common use of CONFIDENTIALITY AND FREEDOM OF INFORMATION Clause in Contracts

CONFIDENTIALITY AND FREEDOM OF INFORMATION. 20.1 Each party undertakes in respect of Confidential Information for which it is the recipient:- 20.1.1 to treat such information as confidential 20.1.2 Not without the disclosing parties proper written consent to communicate or disclose any part of such information to any person except only to those employees, agents sub-contractors and other suppliers on a need to know basis, who are directly involved in Care Services. 20.2 The Provider acknowledges the commitment of the Purchaser to open government and public access to information. Accordingly, the parties agree that: 20.2.1 the provisions of this condition 20.2 are subject to the respective obligations and commitments of the Purchaser under the Freedom of Information Xxx 0000 (the FOIA) (as amended from time to time). 20.2.2 the decision on whether any exemption applies to a request for disclosure of recorded information is a decision solely for the Purchaser; 20.2.3 where the Purchaser is managing a request then it will consult with the Provider in relation to any request for disclosure of recorded information to which this condition applies and in accordance with the guidance referred to in the Code of Practice on the Discharge of Public Authorities Obligations issued under section 45 of the FOIA. The Provider shall co-operate with the Purchaser in making the request and respond within 5 working days to any request for assistance in determining how to respond to the request for disclosure; and 20.3 The Provider will indemnify the Purchaser from and against all claims, losses, expenses, damages and costs arising from the breach of this condition by the Provider, its servants, agents and sub-contractors. 20.4 The obligations in this condition will not apply to Confidential Information:- 20.4.1 in the recipient’s possession (with full right to disclose) before receiving it or; 20.4.2 which is or becomes public knowledge other than by breach of this condition; or 20.4.3 independently developed by the recipient without access to or use of the Confidential Information; or 20.4.4 lawfully received from a third party (with full right to disclosure) 20.5 Where disclosure is permitted, the disclosing party shall ensure that the recipient of the information shall be subject to the same obligation of confidentiality as the contained in this Contract. 20.6 The parties acknowledge that the National Audit Office has the right to publish details of this Contract in its reports.

CONFIDENTIALITY AND FREEDOM OF INFORMATION. 20.1 14.1 Each party undertakes in respect that it shall not at any time during this Agreement, and for a period of Confidential Information for which it is the recipient:- 20.1.1 to treat such information as confidential 20.1.2 Not without the disclosing parties proper written consent to communicate five years after termination or expiry of this Agreement, disclose any part of such information to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party (which undertaking, in the case of the Supplier shall include the confidential information of the NHS Boards), except only as expressly permitted in this Agreement. 14.2 Each party may disclose the other party's confidential information (or in the case of the Supplier, the confidential information of the NHS Boards): (i) to those its employees, agents sub-contractors and other suppliers on a officers, representatives or advisers who need to know basissuch information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, who are directly involved in Care Servicesofficers, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause 14; and (ii) as may be required by Law, a court of competent jurisdiction or any governmental or regulatory authority. 20.2 The Provider acknowledges 14.3 No party shall use any other party's confidential information, or the commitment confidential information of the Purchaser NHS Boards, for any purpose other than to open government exercise its rights and perform its obligations under or in connection with this Agreement. 14.4 Nothing whether expressly provided in this Agreement, or otherwise implied, shall preclude the CSA or a NHS Board from making public access to information. Accordingly, the parties agree that: 20.2.1 the provisions of this condition 20.2 are subject to the respective obligations and commitments of the Purchaser under the Freedom of Information Xxx 0000 (Scotland) Act 2002 and the FOIAEnvironmental Information (Scotland) (as amended Regulations 2004 and/or any codes or regulations applicable from time to timetime relating to access to public authorities’ information (‘FOI’), details of all matters relating to this Agreement unless (i) such details constitute a trade secret; (ii) the disclosure of such details would or would be likely to prejudice substantially the commercial interests of any person (including but not limited to the Supplier, the CSA or the NHS Board); or (iii) such details fall within any other exemption under FOI provided always that application of any such exemption shall be at the sole discretion of the CSA or NHS Board, as applicable. The CSA or the NHS Board, as applicable, will take all reasonable steps to provide the Supplier with notice of any intended disclosures under FOI prior to making such information public. 20.2.2 the decision on whether any exemption applies to a request for disclosure of recorded information is a decision solely for the Purchaser; 20.2.3 where the Purchaser is managing a request then it will consult with the Provider in relation to any request for disclosure of recorded information to which this condition applies and in accordance with the guidance referred to in the Code of Practice on the Discharge of Public Authorities Obligations issued under section 45 of the FOIA. 14.5 The Provider Supplier shall co-operate with the Purchaser in making the request and respond within 5 working days to any request for provide all such assistance in determining how to respond to the request for disclosure; and 20.3 The Provider will indemnify the Purchaser from and against all claims, losses, expenses, damages and costs arising from the breach of this condition as may be required by the Provider, CSA or the NHS Board to enable the CSA or the NHS Board to comply with its servants, agents and sub-contractorsobligations under FOI. 20.4 The obligations in this condition will not apply to Confidential Information:- 20.4.1 in the recipient’s possession (with full right to disclose) before receiving it or; 20.4.2 which is or becomes public knowledge other than by breach of this condition; or 20.4.3 independently developed by the recipient without access to or use of the Confidential Information; or 20.4.4 lawfully received from a third party (with full right to disclosure) 20.5 Where disclosure is permitted, the disclosing party shall ensure that the recipient of the information shall be subject to the same obligation of confidentiality as the contained in this Contract. 20.6 The parties acknowledge that the National Audit Office has the right to publish details of this Contract in its reports.

CONFIDENTIALITY AND FREEDOM OF INFORMATION. 20.1 Each party undertakes 10.1 Except to the extent set out in respect this Clause 10, the Contractor and SFC will each treat as confidential all Confidential Information obtained from the other under this Agreement and will not, without the prior written consent of the other, disclose or use such Confidential Information except for the purposes of this Agreement. 10.2 Clause 10.1 does not prohibit disclosure of Confidential Information for which it is to (a) the recipient:- 20.1.1 to treat such information as confidential 20.1.2 Not without the disclosing parties proper written consent to communicate or disclose any part of such information to any person except only to those receiving party's own employees, agents and permitted sub-contractors and other suppliers on a who need to know basisit; (b) the receiving party's auditors, who are directly involved professional advisors, HM Revenue & Customs and any other person having a statutory or regulatory right to request and receive that information (including a Regulator); or (c) a person to whom an assignation has been permitted under Clause 26. Each party will ensure that any person mentioned in Care Servicesthis Clause 10.2 is made aware, prior to any disclosure of Confidential Information, that it is confidential and that such person and the receiving party owe a duty to the owner of it to keep it confidential. The receiving party shall be responsible for procuring that such person complies with the duty of confidentiality imposed by this Agreement as if they were a party to it. 20.2 The Provider acknowledges 10.3 Clause 10 does not apply to information which the commitment receiving party can show by reference to documentary or other evidence (a) was rightfully in its possession prior to disclosure to it by the other party; (b) is already public knowledge or which becomes so at a future date (otherwise than as a result of the Purchaser to open government and public access to information. Accordingly, the parties agree that: 20.2.1 the provisions of this condition 20.2 are subject to the respective obligations and commitments of the Purchaser under the Freedom of Information Xxx 0000 (the FOIA) (as amended from time to time). 20.2.2 the decision on whether any exemption applies to a request for disclosure of recorded information is a decision solely for the Purchaser; 20.2.3 where the Purchaser is managing a request then it will consult with the Provider in relation to any request for disclosure of recorded information to which this condition applies and in accordance with the guidance referred to in the Code of Practice on the Discharge of Public Authorities Obligations issued under section 45 of the FOIA. The Provider shall co-operate with the Purchaser in making the request and respond within 5 working days to any request for assistance in determining how to respond to the request for disclosure; and 20.3 The Provider will indemnify the Purchaser from and against all claims, losses, expenses, damages and costs arising from the breach of this condition by the Provider, its servants, agents and sub-contractors. 20.4 The obligations in this condition will not apply to Confidential Information:- 20.4.1 in the recipient’s possession Clause 10); (with full right to disclosec) before receiving it or; 20.4.2 which is or becomes public knowledge other than by breach of this condition; or 20.4.3 independently developed by the recipient without access to or use of the Confidential Information; or 20.4.4 lawfully received from a third party who is not under an obligation of confidentiality in relation to the information; or (with full right to disclosure) 20.5 Where disclosure d) is permitteddeveloped independently without access to, or use or knowledge of, the disclosing Confidential Information. 10.4 The Contractor will not make any announcement or disclosure about this Agreement or its subject matter without the prior written consent of SFC. 10.5 Other than as expressly permitted under this Agreement, on termination or expiry of this Agreement for whatever reason, each party shall ensure that the recipient forthwith cease to use any Confidential Information of the other and shall return on demand, or at the request of the other, destroy or permanently erase all copies of that Confidential Information in its possession or control, save that either party will be permitted to retain one copy of such part of the Confidential Information for the purposes of and for so long as required by any Law or by judicial or administrative process or its legitimate internal compliance issues. 10.6 The Contractor acknowledges that SFC may disclose any information shall provided to it by the Contractor: 10.6.1 where obliged to do so by Law; 10.6.2 where it considers (in its absolute discretion) that it is obliged to do so under the FOISA or the Environmental Information Regulations; 10.6.3 through SFC's publication scheme published from time to time in terms of the FOISA; and 10.6.4 to the Scottish Ministers, the Scottish Parliament and any statutory successor to SFC. 10.7 Where appropriate, SFC will use reasonable efforts to inform the Contractor prior to any disclosure or publication of information which, in the reasonable opinion of SFC, the Contractor may regard as confidential to it. 10.8 For the purposes of Clauses 10.6.2, 10.6.3 and 10.7, the Contractor acknowledges that SFC will be entitled to act in accordance with the Scottish Ministers' current guidance on the discharge of the functions by public bodies under the FOISA. 10.9 The Contractor acknowledges that SFC is subject to the same obligation requirements of confidentiality as the contained FOISA and the Environmental Information Regulations and, where SFC asks it to do so, the Contractor shall (and shall procure that its sub-contractors shall) assist and co-operate with SFC, at the Contractor's cost and expense, to enable SFC to comply with its information disclosure obligations. 10.10 The obligations in this Contract. 20.6 The parties acknowledge that Clause 10 will remain in full force and effect following the National Audit Office has the right to publish details termination or expiry of this Contract in its reportsAgreement.

CONFIDENTIALITY AND FREEDOM OF INFORMATION. 20.1 Each party undertakes in respect of Confidential Information for which it is the recipient:- 20.1.1 15.1 Subject to treat such Conditions 15.2, 15.4 and 15.5 both parties shall procure that all information as confidential 20.1.2 Not without the disclosing parties proper written consent to communicate or disclose any part of such information to any person except only to those employees, agents sub-contractors and other suppliers on a need to know basis, who are directly involved in Care Services. 20.2 The Provider acknowledges the commitment of the Purchaser to open government and public access to information. Accordingly, the parties agree that: 20.2.1 the provisions of this condition 20.2 are subject disclosed by one to the respective obligations and commitments of the Purchaser under the Freedom of Information Xxx 0000 (the FOIA) (as amended from time to time). 20.2.2 the decision on whether any exemption applies to a request for disclosure of recorded information is a decision solely for the Purchaser; 20.2.3 where the Purchaser is managing a request then it will consult with the Provider in relation to any request for disclosure of recorded information to which this condition applies and other in accordance with the guidance referred terms of this Contract ("Confidential Information") shall be kept secret and confidential and shall not be used for any purposes other than those required or permitted by this Contract and shall not be disclosed to in any third party except insofar as this may be required for the Code proper operation of Practice on this Contract. 15.2 Either party shall promptly notify the Discharge of Public Authorities Obligations issued other if any Confidential Information is required by law (including but without limitation pursuant to the FOIA to be disclosed by it or any other person receiving it under section 45 of the FOIA. The Provider or pursuant to this Contract and shall co-operate with the Purchaser in making other party regarding the request and respond within 5 working days manner of such disclosure (but without prejudice to any obligation to comply with any law). Any request for assistance received by either party under the FOIA will be complied with promptly and in determining how to respond to the request for disclosure; and 20.3 The Provider will indemnify the Purchaser from and against all claims, losses, expenses, damages and costs arising from the breach of this condition by the Provider, its servants, agents and sub-contractorsa timely manner. 20.4 15.3 The obligations in this condition will of confidentiality shall not apply to Confidential Information:-any information which: 20.4.1 in the recipient’s possession (with full right to disclose) before receiving it or; 20.4.2 which 15.3.1 is or becomes public knowledge publicly known through no act or omission of the receiving party; 15.3.2 was in the other than party's lawful possession prior to the disclosure; 15.3.3 is lawfully disclosed to the receiving party by breach of this condition; ora third party without restriction on disclosure; 20.4.3 15.3.4 is independently developed by the recipient receiving party, which independent development can be shown by written evidence; and/or 15.3.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body (including but without access limitation pursuant to or use the FOIA) provided that the party subject to such requirement to disclose gives the other prompt written notice of the Confidential Information; or 20.4.4 lawfully received from a third party (with full right to disclosure) 20.5 Where disclosure is permittedrequirement, the disclosing party shall ensure that the recipient of the information shall be subject to the same obligation of confidentiality as the contained in this Contractextent it is permitted to do so by law. 20.6 15.4 The parties acknowledge that that, except for any information which is exempt from disclosure in accordance with the National Audit Office has provisions of the right to publish details FOIA, the content of this Contract is not Confidential Information. The Client shall be responsible for determining in its reportsabsolute discretion whether any of the content of the Contract is exempt from disclosure in accordance with the provisions of the FOIA. 15.5 Notwithstanding any other term of this Contract, the Supplier hereby gives his consent for the Client to publish the Contract in its entirety, including from time to time agreed changes to the Contract, to the general public. 15.6 The Supplier shall not refer to the Client or the Order in any advertisement without the Client’s prior written agreement.

CONFIDENTIALITY AND FREEDOM OF INFORMATION. 20.1 Each party undertakes in respect of 13.1. The Parties must do all they can to make sure that they (and any person employed or appointed to provide the Goods and/or Services) will: a) only use Confidential Information for which it is the recipient:-purposes of this Contract; and 20.1.1 b) not release any Confidential Information to treat such information as confidential 20.1.2 Not anyone else without the disclosing parties proper written consent other Party’s permission in writing (which HGL will be entitled to communicate or disclose refuse without giving any part of such information reason). 13.2. The Parties can release Confidential Information to any consultant, contractor or other person except only to those employees, agents sub-contractors and other suppliers on a need to know basis, involved with this Contract or who are directly is involved in Care providing the Goods and/or Services. 20.2 The Provider acknowledges , as long as the commitment party releasing the information ensures that such persons are made aware of the Purchaser to open government and public access to information. Accordingly, the parties agree that: 20.2.1 comply with the provisions of this condition 20.2 are subject to clause 13 and provided the respective obligations and commitments Party releasing the information remains liable for any acts or omissions of the Purchaser under the Freedom their consultants, Standard Terms & Conditions (Goods & Services) v12 31 January 2023 contractors or other persons that result in a breach of Information Xxx 0000 (the FOIA) (as amended from time to time)these confidentiality provisions. 20.2.2 the decision on whether any exemption applies to a request for disclosure of recorded information is a decision solely for the Purchaser; 20.2.3 where the Purchaser is managing a request then it will consult with the Provider in relation to any request for disclosure of recorded information to which this condition applies and in accordance with the guidance referred to in the Code of Practice on the Discharge of Public Authorities Obligations issued under section 45 of the FOIA13.3. The Provider shall co-operate with restrictions in clause 13.1 and 13.2 above will continue to apply after the Purchaser in making the request and respond within 5 working days Contract has come to any request for assistance in determining how to respond to the request for disclosure; and 20.3 The Provider will indemnify the Purchaser from and against all claimsan end, losses, expenses, damages and costs arising from the breach of this condition by the Provider, its servants, agents and sub-contractors. 20.4 The obligations in this condition but they will not apply (whether while this Contract is in force or when it has ended) to Confidential Information:-information which: 20.4.1 a) is available to the public (except if this is as a result of either Party breaching this clause); b) either Party has to release by law; c) was already in the recipienta Party’s possession (with full right without any restriction as to disclose) before receiving it orits use; 20.4.2 which d) either Party receives from someone else who is or becomes public knowledge other than by breach of this conditionnot restricted from disclosing it; or 20.4.3 independently developed by the recipient without access e) a Party must release to or use of the Confidential Information; ora Regulatory Body. 20.4.4 lawfully received from a third party (with full right to disclosure) 20.5 Where disclosure is permitted, the disclosing party shall ensure 13.4. The Supplier acknowledges that the recipient of the information shall HGL may be subject to the same obligation requirements of confidentiality as the contained in this ContractFOIA and the Environmental Information Regulations and shall assist and cooperate with HGL to enable HGL to comply with its Information disclosure obligations. 20.6 13.5. The parties acknowledge Supplier shall and shall procure that the National Audit Office has the right its Sub-Contractors shall: 13.6. transfer to publish details of this Contract HGL all Requests for Information that it receives as soon as practicable and in its reports.any event within two

CONFIDENTIALITY AND FREEDOM OF INFORMATION. 20.1 Each (a) Subject to clause 8.4(b)(ii), during the term of this Agreement and after termination or expiry of the Agreement for any reason whatsoever, a party undertakes receiving information from another party shall: (i) keep Confidential Information (as defined in sub-clause (e)) confidential; (ii) not disclose Confidential Information to any other person other than with the written consent of the party disclosing such information or in accordance with sub-clauses (b) to (d); and (iii) not use Confidential Information for any purpose other than the performance of its obligations under this Agreement and the other Project Documents. (b) During the term of this Agreement, a party receiving information from another party may, subject to the provisions of clause 8.4 (Provision of information to Shareholders and designated third parties), disclose Confidential Information to its employees, contractors, sub-contractors, agents and advisers under conditions of confidentiality in each case to the extent that it is reasonably necessary for the purposes of this Agreement, or any other Project Document and may disclose Confidential Information to its funders, prospective funders, prospective shareholders of the Company or prospective purchasers of its assets under conditions of confidentiality. In each case the permitted recipient of such Confidential Information shall be known as a Recipient. (c) The party receiving information from another party shall so far as practicable procure that each Recipient is made aware of and complies with all that receiving party’s obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. (d) Without prejudice to sub-clause (b), the obligations contained in sub- clauses (a) to (c) shall not apply to: (i) any disclosure of information that is reasonably required by any person engaged in the performance of their obligations under the Agreement for the performance of those obligations; (ii) any matter which a party can demonstrate is already, or becomes, generally available and in the public domain otherwise than as a result of a breach of any of the provisions in sub- clauses (a) to (c); (iii) any disclosure which is required pursuant to any statutory, legal (including any order of a court of competent jurisdiction) or Parliamentary obligation placed upon the party making the disclosure 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 governmental or regulatory authority concerned; (iv) any disclosure of information which is already lawfully in the possession of the receiving party, prior to its disclosure by the disclosing party; (v) any provision of information to the parties' own professional advisers or insurance advisers or to lenders in respect of Confidential Information for which the Project or such lender's professional advisers or insurance advisers or, where it is proposed that a person should or may provide funds (whether directly or indirectly and whether by loan, equity participation or otherwise) to the recipient:- 20.1.1 Company and/or SPV to treat such information as confidential 20.1.2 Not without enable it to carry out its obligations under this Agreement or may wish to acquire shares in the disclosing parties proper written consent to communicate or disclose any part of such information to any person except only to those employees, agents sub-contractors and other suppliers on a need to know basis, who are directly involved Company and/or SPV in Care Services. 20.2 The Provider acknowledges the commitment of the Purchaser to open government and public access to information. Accordingly, the parties agree that: 20.2.1 accordance with the provisions of this condition 20.2 are subject Agreement to that person or their respective professional advisers but only to the respective obligations and commitments of the Purchaser under the Freedom of Information Xxx 0000 (the FOIA) (as amended from time extent reasonably necessary to time). 20.2.2 the decision on whether any exemption applies to a request for disclosure of recorded information is enable a decision solely to be taken on the proposal; (vi) any disclosure for the Purchaser; 20.2.3 where the Purchaser is managing a request then it will consult with the Provider in relation to any request for disclosure of recorded information to which this condition applies and in accordance with the guidance referred to in the Code of Practice on the Discharge of Public Authorities Obligations issued under section 45 of the FOIA. The Provider shall co-operate with the Purchaser in making the request and respond within 5 working days to any request for assistance in determining how to respond to the request for disclosure; and 20.3 The Provider will indemnify the Purchaser from and against all claims, losses, expenses, damages and costs arising from the breach of this condition by the Provider, its servants, agents and sub-contractors. 20.4 The obligations in this condition will not apply to Confidential Information:- 20.4.1 in the recipient’s possession (with full right to disclose) before receiving it or; 20.4.2 which is or becomes public knowledge other than by breach of this condition; or 20.4.3 independently developed by the recipient without access to or use of the Confidential Information; or 20.4.4 lawfully received from a third party (with full right to disclosure) 20.5 Where disclosure is permitted, the disclosing party shall ensure that the recipient of the information shall be subject to the same obligation of confidentiality as the contained in this Contract. 20.6 The parties acknowledge that the National Audit Office has the right to publish details of this Contract in its reports.purposes of:

CONFIDENTIALITY AND FREEDOM OF INFORMATION. 20.1 Each party undertakes in respect of Confidential Information for which it is the recipient:- 20.1.1 to treat such information as confidential 20.1.2 Not without the disclosing parties proper written consent to communicate or 11.1 Both Parties and their employees and agents shall at all times keep confidential and secret and will not disclose any part of such information to any person except only other than a person so authorised by the other Party any Confidential Information provided that: the recipient shall not be prevented from using any general knowledge, experience or skills which were in its possession prior to those employees, agents sub-contractors and other suppliers on a need to know basis, who are directly involved in Care Servicesthe commencement of the Agreement. 20.2 11.2 The Provider acknowledges provisions of this Clause 11 shall not apply to any Confidential Information which: 11.2.1 is in or enters the commitment public domain other than by breach of the Purchaser Agreement or other act or omission of the Recipient; or 11.2.2 is obtained by a third party who is lawfully authorised to open government disclose such information; or 11.2.3 is authorised for release by the prior written consent of the Discloser of such Confidential Information to the Recipient; or 11.2.4 the disclosure of which is required to ensure the compliance of ESFA with this Agreement; or 11.2.5 is required to be disclosed to the professional advisors, including auditors, lawyers, independent consultants, advisors, insurers and public access bankers of each Party provided that the Receiving Party ensures that the person receiving the Confidential Information is made aware and agrees to information. Accordinglybe bound by the terms of this Clause 11. 11.3 Nothing in this Clause 11 shall prevent the Recipient from disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise required by any Law. 11.4 The Parties shall comply with the FOIA, the parties Codes of Practice on the Discharge of Public Authorities‟ Functions and on the Management of Records (which are issued under section 45 and 46 of the FOIA respectively) and the Environmental Information Regulations 2004 to the extent that they apply to the Parties under this Agreement. 11.5 The Parties agree that: 20.2.1 11.5.1 the provisions of this condition 20.2 Clause 11 are subject to the respective obligations and commitments of the Purchaser Parties under the Freedom 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 section 45 and 46 of the FOIA respectively) and the Environmental Information Xxx 0000 (the FOIA) (as amended from time to time).Regulations 2004; and 20.2.2 11.5.2 the decision on whether any exemption applies to a request for disclosure of recorded information is a decision solely for the Purchaser;recipient of the relevant request referred to in Clause 11; and 20.2.3 11.5.3 where the Purchaser a Party is managing a request then it will consult with the Provider in relation to any request for disclosure of recorded information to which this condition applies and in accordance with the guidance as referred to in Clause 11 the Code of Practice on the Discharge of Public Authorities Obligations issued under section 45 of the FOIA. The Provider other Party shall co-operate cooperate with the Purchaser in making the request that Party and shall respond within five 5 (five) working days to of any request by that Party for assistance in determining how to respond to the a request for disclosure. 11.6 Each Party shall: 11.6.1 notify the other Party of any request for information that it receives relating to the Interim Service or the Operational Service or the subject matter of this Agreement, as defined under section 8 of the FOIA, as soon as practicable after receipt and in any event within 5 (five) working days of receiving a request for information; 11.6.2 provide the other Party with a copy of all information relevant to each and every such request in its possession or power in the form that the other Party requires within seven (7) working days (or such other period as the Parties may specify) of the other Party requesting any such information; and 20.3 The Provider will indemnify the Purchaser from and against 11.6.3 provide all claims, losses, expenses, damages and costs arising from the breach of this condition necessary assistance as reasonably requested by the ProviderParty who has received a request for information to enable that Party to respond to a request for information, its servants, agents and sub-contractors. 20.4 The obligations in this condition will not apply to Confidential Information:- 20.4.1 in the recipient’s possession (with full right to disclose) before receiving it or; 20.4.2 which is or becomes public knowledge other than by breach of this condition; or 20.4.3 independently developed by the recipient without access to or use as defined under Section 8 of the Confidential Information; or 20.4.4 lawfully received from a third party (with full right to disclosure) 20.5 Where disclosure is permitted, FOIA within the disclosing party shall ensure that the recipient time for compliance set out in section 10 of the information shall be subject to the same obligation of confidentiality as the contained in this ContractFOIA. 20.6 The parties acknowledge that the National Audit Office has the right to publish details of this Contract in its reports.

CONFIDENTIALITY AND FREEDOM OF INFORMATION. 20.1 Each (a) Subject to clause 8.4(b)(ii), during the term of this Agreement and after termination or expiry of the Agreement for any reason whatsoever, a party undertakes receiving information from another party shall: (i) keep Confidential Information (as defined in sub-clause (e)) confidential; (ii) not disclose Confidential Information to any other person other than with the written consent of the party disclosing such information or in accordance with sub-clauses (b) to (d); and (iii) not use Confidential Information for any purpose other than the performance of its obligations under this Agreement and the other Project Documents. (b) During the term of this Agreement, a party receiving information from another party may, subject to the provisions of clause 8.4 (Provision of information to Shareholders and designated third parties), disclose Confidential Information to its employees, contractors, sub-contractors, agents and advisers under conditions of confidentiality in each case to the extent that it is reasonably necessary for the purposes of this Agreement, or any other Project Document and may disclose Confidential Information to its funders, prospective funders, prospective shareholders of the Company or prospective purchasers of its assets under conditions of confidentiality. In each case the permitted recipient of such Confidential Information shall be known as a Recipient. (c) The party receiving information from another party shall so far as practicable procure that each Recipient is made aware of and complies with all that receiving party’s obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. (d) Without prejudice to sub-clause (b), the obligations contained in sub-clauses (a) to (c) shall not apply to: (i) any disclosure of information that is reasonably required by any person engaged in the performance of their obligations under the Agreement for the performance of those obligations; (ii) any matter which a party can demonstrate is already, or becomes, generally available and in the public domain otherwise than as a result of a breach of any of the provisions in sub-clauses (a) to (c); (iii) any disclosure which is required pursuant to any statutory, legal (including any order of a court of competent jurisdiction) or Parliamentary obligation placed upon the party making the disclosure or the rules of any stock (iv) 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 governmental or regulatory authority concerned; (v) any disclosure of information which is already lawfully in the possession of the receiving party, prior to its disclosure by the disclosing party; (vi) any provision of information to the parties' own professional advisers or insurance advisers or to lenders in respect of Confidential Information for which the Project or such lender's professional advisers or insurance advisers or, where it is proposed that a person should or may provide funds (whether directly or indirectly and whether by loan, equity participation or otherwise) to the recipient:- 20.1.1 Company and/or SPV to treat such information as confidential 20.1.2 Not without enable it to carry out its obligations under this Agreement or may wish to acquire shares in the disclosing parties proper written consent to communicate or disclose any part of such information to any person except only to those employees, agents sub-contractors and other suppliers on a need to know basis, who are directly involved Company and/or SPV in Care Services. 20.2 The Provider acknowledges the commitment of the Purchaser to open government and public access to information. Accordingly, the parties agree that: 20.2.1 accordance with the provisions of this condition 20.2 are subject Agreement to that person or their respective professional advisers but only to the respective obligations extent reasonably necessary to enable a decision to be taken on the proposal; (vii) any disclosure for the purposes of: (A) the examination and commitments certification of the Purchaser under Company's or the Freedom of Information Xxx 0000 (the FOIA) (as amended from time to time). 20.2.2 the decision on whether any exemption applies to a request for disclosure of recorded information is a decision solely for the PurchaserSPV's accounts; 20.2.3 where the Purchaser is managing (B) any examination by a request then it will consult statutory authority with the Provider in relation to any request for disclosure of recorded information to which this condition applies and in accordance with the guidance referred to in the Code of Practice on the Discharge of Public Authorities Obligations issued under section 45 of the FOIA. The Provider shall co-operate with the Purchaser in making the request and respond within 5 working days to any request for assistance in determining how to respond to the request for disclosure; and 20.3 The Provider will indemnify the Purchaser from and against all claims, losses, expenses, damages and costs arising from the breach of this condition by the Provider, its servants, agents and sub-contractors. 20.4 The obligations in this condition will not apply to Confidential Information:- 20.4.1 in the recipient’s possession (with full right to disclose) before receiving it orlegal mandate; 20.4.2 which is (C) complying with a proper request from either party's insurance adviser, or becomes public knowledge other than by breach of this conditioninsurer on placing or renewing any insurance policies; or 20.4.3 independently developed by (D) (without prejudice to the recipient without access to generality of sub-clause (d)(iii) above) compliance with the environmental protection regulations or use Environmental Protection Agency of the Confidential Information; orGhana. 20.4.4 lawfully received from a third party (with full right to disclosure) 20.5 i) Where disclosure is permittedpermitted under sub-clause (d), other than sub-clauses (d)(ii), (iii), and (vi), the disclosing party providing the information shall ensure procure that the recipient of the information shall be subject to the same obligation of confidentiality as the that contained in this ContractAgreement. 20.6 The parties acknowledge (ii) For the purposes of the Auditor General and Audit Service of Ghana may examine such documents as he may reasonably require which are owned, held or otherwise within the control of the Company and/or SPV and may require the Company and/or SPV to (iii) produce such oral or written explanations as he considers necessary. For the avoidance of doubt it is hereby declared that the National Audit Office has carrying out of an examination (iv) For the right to publish details purposes of this Contract in its reports.clause 13.1 (Confidentiality and Freedom of Information), Confidential Information means:

CONFIDENTIALITY AND FREEDOM OF INFORMATION. 20.1 Each party undertakes in respect of 26.1 A Party (the Recipient) receiving Confidential Information for which from the other Party (which, in the case of the Contractor, includes any information received from a Client) (the Discloser) shall keep such Confidential Information secret and strictly confidential and shall not disclose it is the recipient:- 20.1.1 to treat such information as confidential 20.1.2 Not any third party without the disclosing parties proper Discloser’s prior written consent consent, provided that the Recipient shall not be prevented from using any general knowledge, experience or skills which were in its possession prior to communicate or disclose any part the commencement of such information this Agreement. The Contractor shall only use Confidential Information which is disclosed to any person except only it in order to those employees, agents sub-contractors and other suppliers on comply with its obligations under this Agreement and/or for the performance of a need to know basis, who are directly involved in Care ServicesDelivery Contract. 20.2 26.2 The Provider acknowledges the commitment of the Purchaser to open government and public access to information. Accordingly, the parties agree that: 20.2.1 the provisions of this condition 20.2 are subject to the respective obligations and commitments of the Purchaser under the Freedom of Information Xxx 0000 (the FOIA) (as amended from time to time). 20.2.2 the decision on whether any exemption applies to a request for disclosure of recorded information is a decision solely for the Purchaser; 20.2.3 where the Purchaser is managing a request then it will consult with the Provider in relation to any request for disclosure of recorded information to which this condition applies and in accordance with the guidance referred to in the Code of Practice on the Discharge of Public Authorities Obligations issued under section 45 of the FOIA. The Provider Clause 26.1 shall co-operate with the Purchaser in making the request and respond within 5 working days to any request for assistance in determining how to respond to the request for disclosure; and 20.3 The Provider will indemnify the Purchaser from and against all claims, losses, expenses, damages and costs arising from the breach of this condition by the Provider, its servants, agents and sub-contractors. 20.4 The obligations in this condition will not apply to any Confidential Information:-Information which:- 20.4.1 26.2.1 is in or enters the recipient’s possession (with full right to disclose) before receiving it or; 20.4.2 which is or becomes public knowledge domain other than by breach of this condition; or 20.4.3 independently developed by the recipient without access to Agreement or use other act or omission of the Confidential Information; orRecipient; 20.4.4 lawfully received 26.2.2 is obtained from a third party who is lawfully authorised to disclose such information; 26.2.3 is required to be disclosed to ensure the compliance of Procure Partnerships and/or a Client with the FOIA or the Environmental Information Regulations; 26.2.4 the Recipient is required to disclose by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by Law; 26.2.5 (provided that the information is subject to an equivalent confidentiality undertaking enforceable by the Discloser) the Recipient discloses to its professional advisors or insurers. 26.3 Where the Contractor considers that any information relating to it or in its possession should not be available for disclosure under the FOIA or the Environmental Information Regulations, it shall: 26.3.1 identify it specifically; and 26.3.2 explain the grounds for exemption from disclosure and the time period applicable to that sensitivity. 26.4 Notwithstanding Clause 26.3, all decisions regarding disclosure of information following a Request For Information will be made at the sole discretion of Procure Partnerships or the Client, as the case may be. The Contractor acknowledges that, even where the Contractor has indicated that information is commercially sensitive, Procure Partnerships or the Client may be required to disclose it under Law, with full right or without consulting the Contractor and neither Procure Partnerships nor any Client shall be required to consult the Contractor prior to disclosure). 20.5 26.5 The Contractor shall transfer to Procure Partnerships and any relevant Client any Request for Information it receives, as soon as practicable after receipt and in any event within 5 Business Days of receipt. The Contractor shall not respond directly to a Request for Information unless expressly authorised to do so by Procure Partnerships or the Client. 26.6 Where disclosure Procure Partnerships or a Client is permittedmanaging a Request For Information, the disclosing party Contractor shall ensure that provide all reasonable assistance to Procure Partnerships and the recipient Client and shall respond, together with copies of the information shall be subject to the same obligation any documentation requested, within 5 Business Days of confidentiality as the contained in this Contractany request for assistance. 20.6 The parties acknowledge that the National Audit Office has the right to publish details of this Contract in its reports.

CONFIDENTIALITY AND FREEDOM OF INFORMATION. 20.1 Each 13.1 A party undertakes (“the Receiving Party”) shall keep in respect strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature (“the Confidential Information for which it is Information”) and have been disclosed to the recipient:- 20.1.1 to treat such information as confidential 20.1.2 Not without Receiving Party by the disclosing parties proper written consent to communicate or disclose any part of such information to any person except only to those other party (“the Disclosing Party”), its employees, agents sub-contractors or subcontractors, and any other suppliers on confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. 13.2 The restriction in clause 13.1 above does not apply to: (a) any use or disclosure authorised by the Disclosing Party or required by law or regulation; (b) any information which is already in, or comes into, the public domain otherwise than through the Receiving Party’s unauthorised disclosure; (c) information which is known by the Receiving Party before the Confidential Information is disclosed (as can be demonstrated by the Receiving Party’s written records) and is not under any obligation of confidence; (d) lawfully becomes available to the Receiving Party other than from a source which is connected with the Disclosing Party (as can be demonstrated by the Receiving Party’s written records); or (e) information which the Disclosing Party agrees with the Receiving Party is not Confidential Information. 13.3 The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know basisit for the purpose of discharging the Receiving Party's obligations under the agreement, who and shall ensure that such employees, agents or subcontractors are directly involved in Care Servicessubject to obligations of confidentiality corresponding to those which bind the Receiving Party. 20.2 13.4 The Provider Supplier acknowledges that the commitment of the Purchaser University is subject to open government and public access to information. Accordingly, the parties agree that: 20.2.1 the provisions of this condition 20.2 are subject to the respective obligations and commitments of the Purchaser under the Freedom of Information Xxx 0000 (the FOIA) (as amended from time to time). 20.2.2 ) and that the decision on whether any exemption applies University is therefore subject to a request for legal duties which may require the disclosure of recorded information is a decision solely for the Purchaser; 20.2.3 where the Purchaser is managing a request then it will consult with the Provider in relation to any request for disclosure the agreement. If the University holds information relating to the agreement on behalf of recorded information the Supplier, the Supplier agrees to which this condition applies assist and in accordance cooperate with the guidance referred University to in enable it to comply with the Code Freedom of Practice on the Discharge of Public Authorities Obligations issued under section 45 Information Xxx 0000. 13.5 This clause 13 shall survive termination of the FOIA. The Provider shall co-operate with the Purchaser in making the request and respond within 5 working days to any request for assistance in determining how to respond to the request for disclosure; and 20.3 The Provider will indemnify the Purchaser from and against all claims, losses, expenses, damages and costs arising from the breach of this condition by the Provider, its servants, agents and sub-contractorsagreement. 20.4 The obligations in this condition will not apply to Confidential Information:- 20.4.1 in the recipient’s possession (with full right to disclose) before receiving it or; 20.4.2 which is or becomes public knowledge other than by breach of this condition; or 20.4.3 independently developed by the recipient without access to or use of the Confidential Information; or 20.4.4 lawfully received from a third party (with full right to disclosure) 20.5 Where disclosure is permitted, the disclosing party shall ensure that the recipient of the information shall be subject to the same obligation of confidentiality as the contained in this Contract. 20.6 The parties acknowledge that the National Audit Office has the right to publish details of this Contract in its reports.

CONFIDENTIALITY AND FREEDOM OF INFORMATION. 20.1 Each party undertakes in respect of Confidential Information for which it is the recipient:- 20.1.1 to treat such information as confidential 20.1.2 Not without the disclosing parties proper written consent to communicate or 11.1 Both Parties and their employees and agents shall at all times keep confidential and secret and will not disclose any part of such information to any person except only other than a person so authorised by the other Party any Confidential Information provided that: the recipient shall not be prevented from using any general knowledge, experience or skills which were in its possession prior to those employees, agents sub-contractors and other suppliers on a need to know basis, who are directly involved in Care Servicesthe commencement of the Agreement. 20.2 11.2 The Provider acknowledges provisions of this Clause 11 shall not apply to any Confidential Information which: 11.2.1 is in or enters the commitment public domain other than by breach of the Purchaser Agreement or other act or omission of the Recipient; or 11.2.2 is obtained by a third party who is lawfully authorised to open government disclose such information; or 11.2.3 is authorised for release by the prior written consent of the Discloser of such Confidential Information to the Recipient; or 11.2.4 the disclosure of which is required to ensure the compliance of ESFA with this Agreement; or 11.2.5 is required to be disclosed to the professional advisors, including auditors, lawyers, independent consultants, advisors, insurers and public access bankers of each Party provided that the Receiving Party ensures that the person receiving the Confidential Information is made aware and agrees to information. Accordinglybe bound by the terms of this Clause 11. 11.3 Nothing in this Clause 11 shall prevent the Recipient from disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise required by any Law. 11.4 The Parties shall comply with the FOIA, the parties Codes of Practice on the Discharge of Public Authorities’ Functions and on the Management of Records (which are issued under section 45 and 46 of the FOIA respectively) and the Environmental Information Regulations 2004 to the extent that they apply to the Parties under this Agreement. 11.5 The Parties agree that: 20.2.1 11.5.1 the provisions of this condition 20.2 Clause 11 are subject to the respective obligations and commitments of the Purchaser Parties under the Freedom 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 section 45 and 46 of the FOIA respectively) and the Environmental Information Xxx 0000 (the FOIA) (as amended from time to time).Regulations 2004; and 20.2.2 11.5.2 the decision on whether any exemption applies to a request for disclosure of recorded information is a decision solely for the Purchaser;recipient of the relevant request referred to in Clause 11; and 20.2.3 11.5.3 where the Purchaser a Party is managing a request then it will consult with the Provider in relation to any request for disclosure of recorded information to which this condition applies and in accordance with the guidance as referred to in Clause 11 the Code of Practice on the Discharge of Public Authorities Obligations issued under section 45 of the FOIA. The Provider other Party shall co-operate cooperate with the Purchaser in making the request that Party and shall respond within five 5 (five) working days to of any request by that Party for assistance in determining how to respond to the a request for disclosure. 11.6 Each Party shall: 11.6.1 notify the other Party of any request for information that it receives relating to the Interim Service or the Operational Service or the subject matter of this Agreement, as defined under section 8 of the FOIA, as soon as practicable after receipt and in any event within 5 (five) working days of receiving a request for information; 11.6.2 provide the other Party with a copy of all information relevant to each and every such request in its possession or power in the form that the other Party requires within seven (7) working days (or such other period as the Parties may specify) of the other Party requesting any such information; and 20.3 The Provider will indemnify the Purchaser from and against 11.6.3 provide all claims, losses, expenses, damages and costs arising from the breach of this condition necessary assistance as reasonably requested by the ProviderParty who has received a request for information to enable that Party to respond to a request for information, its servants, agents and sub-contractors. 20.4 The obligations in this condition will not apply to Confidential Information:- 20.4.1 in the recipient’s possession (with full right to disclose) before receiving it or; 20.4.2 which is or becomes public knowledge other than by breach of this condition; or 20.4.3 independently developed by the recipient without access to or use as defined under Section 8 of the Confidential Information; or 20.4.4 lawfully received from a third party (with full right to disclosure) 20.5 Where disclosure is permitted, FOIA within the disclosing party shall ensure that the recipient time for compliance set out in section 10 of the information shall be subject to the same obligation of confidentiality as the contained in this ContractFOIA. 20.6 The parties acknowledge that the National Audit Office has the right to publish details of this Contract in its reports.

CONFIDENTIALITY AND FREEDOM OF INFORMATION. 20.1 Each party undertakes 13.1 All Parties will and will ensure that their employees, agents and representatives including (in respect the case of Confidential Information for which it is the recipient:- 20.1.1 to treat such information as confidential 20.1.2 Not without the disclosing parties proper written consent to communicate or CCGs) KMCS will at all times keep confidential and secret and will not disclose any part of such information to any person except only other than a person so authorised by the other Party any Confidential Information provided that: 13.1.1 the Receiving Party shall not be prevented from using any general knowledge, experience or skills which were in its possession prior to those employees, agents sub-contractors and other suppliers on a need to know basis, who are directly involved in Care Servicesthe commencement of the Agreement. 20.2 The Provider acknowledges 13.1.2 the commitment provisions of this Clause 13 shall not apply to any Confidential Information which: 13.1.2.1 is in or enters the public domain other than by breach of the Purchaser Agreement or other act or omission of the Receiving Party ; or 13.1.2.2 is obtained by a third party who is lawfully authorised to open government disclose such information; or 13.1.2.3 is authorised for release by the prior written consent of the Discloser of such Confidential Information to the Receiving Party; or 13.1.2.4 the disclosure of which is required to ensure the compliance of the Local Authority, CCGs with this Agreement; or 13.1.2.5 is required to be disclosed to the professional advisors, including auditors, lawyers, independent consultants, advisors, insurers and public access bankers of each of the Local Authority, CCGs and KMCS provided that the Receiving Party ensures that the person receiving the Confidential Information is made aware and agrees to information. Accordinglybe bound by the terms of this Clause 13. 13.2 The Parties shall not disclose to any person, other than to a person so authorised by the Parties and/or required pursuant to Section 115 of the Crime and Disorder Xxx 0000 as amended from time to time, the parties identity, medical condition, treatment received or other Personal Data of any Recipient. 13.3 Nothing in this Clause 13 shall prevent the Receiving Party from disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise required by any Law or Court Order. 13.4 The Parties shall comply with the FOIA, the Codes of Practice on the Discharge of Public Authorities’ Functions and on the Management of Records (which are issued under section 45 and 46 of the FOIA respectively) and the Environmental Information Regulations 2004 and the Environmental Information Regulations 2004 as may be amended, updated or replaced from time to time to the extent that they apply to the Parties under this Agreement. 13.5 The Parties agree that: 20.2.1 13.5.1 without prejudice to the generality of Clause 13.4 the provisions of this condition 20.2 Clause 13 are subject to the respective obligations and commitments of the Purchaser Parties under the Freedom 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 section 45 and 46 of the FOIA respectively) and the Environmental Information Xxx 0000 (the FOIA) (as amended from time Regulations 2004; and 13.5.2 subject to time). 20.2.2 Clause 13.3, the decision on whether any exemption applies to a request for disclosure of recorded information is a decision solely for the Purchaser;recipient of the relevant request referred to in Clause 13; and 20.2.3 13.5.3 where a Party is, upon prior written request of the Purchaser is other Party, managing a request then it will consult with the Provider in relation to any request for disclosure of recorded information to which this condition applies and in accordance with the guidance as referred to in Clause 13 the Code of Practice on the Discharge of Public Authorities Obligations issued under section 45 of the FOIA. The Provider other Party or KMCS shall co-operate cooperate with the Purchaser in making the request that party and shall respond within 5 working days to Working Days of any request by that party for assistance in determining how to respond to the a request for disclosure. 13.6 The Parties shall and shall procure that their sub-contractors shall: 13.6.1 notify the Parties of any request for information relating to the Services or the subject matter of this Agreement, as defined under section 8 of the FOIA, as soon as practicable after receipt and in any event within 5 Working Days of receiving a request for information; 13.6.2 provide the Parties with a copy of all information relevant to each and every such request in its possession or power in the form that the Parties require within 5 Working Days (or such other period as either Party may specify) of the Party requesting that any such information; and 20.3 The Provider will indemnify 13.6.3 provide all necessary assistance as reasonably requested by either Party to enable the Purchaser from and against all claimsParty to respond to a request for information, losses, expenses, damages and costs arising from the breach of this condition by the Provider, its servants, agents and sub-contractors. 20.4 The obligations in this condition will not apply to Confidential Information:- 20.4.1 in the recipient’s possession (with full right to disclose) before receiving it or; 20.4.2 which is or becomes public knowledge other than by breach of this condition; or 20.4.3 independently developed by the recipient without access to or use as defined under Section 8 of the Confidential Information; or 20.4.4 lawfully received from a third party (with full right to disclosure) 20.5 Where disclosure is permitted, FOIA within the disclosing party shall ensure that the recipient time for compliance set out in section 10 of the information shall be subject to the same obligation of confidentiality as the contained in this ContractFOIA. 20.6 The parties acknowledge that the National Audit Office has the right to publish details of this Contract in its reports.

CONFIDENTIALITY AND FREEDOM OF INFORMATION. 20.1 Each party undertakes in 24.1 In respect of any Confidential Information for which it is may receive directly or indirectly from the recipient:- 20.1.1 other party (“Discloser”) and subject always to treat the remainder of this Clause 24, each party receiving Confidential Information (“Recipient”) undertakes to keep secret and strictly confidential and shall not disclose any such information as confidential 20.1.2 Not Confidential Information to any third party without the disclosing parties proper Discloser’s prior written consent to communicate or disclose any part of such information to any person except only to those employees, agents sub-contractors and other suppliers on a need to know basis, who are directly involved in Care Services. 20.2 The Provider acknowledges the commitment of the Purchaser to open government and public access to information. Accordingly, the parties agree that: 20.2.1 provided that the provisions of this condition 20.2 are subject to the respective obligations and commitments of the Purchaser under the Freedom of Information Xxx 0000 (the FOIA) (as amended from time to time). 20.2.2 the decision on whether any exemption applies to a request for disclosure of recorded information is a decision solely for the Purchaser; 20.2.3 where the Purchaser is managing a request then it will consult with the Provider in relation to any request for disclosure of recorded information to which this condition applies and in accordance with the guidance referred to in the Code of Practice on the Discharge of Public Authorities Obligations issued under section 45 of the FOIA. The Provider Clause 24 shall co-operate with the Purchaser in making the request and respond within 5 working days to any request for assistance in determining how to respond to the request for disclosure; and 20.3 The Provider will indemnify the Purchaser from and against all claims, losses, expenses, damages and costs arising from the breach of this condition by the Provider, its servants, agents and sub-contractors. 20.4 The obligations in this condition will not apply to any Confidential Information:-Information: 20.4.1 in the recipient’s possession (with full right to disclose) before receiving it or; 20.4.2 24.1.1 which is in or becomes enters the public knowledge domain other than by breach of this conditionContract or other act or omissions of the Recipient; 24.1.2 which is obtained from a third party who is lawfully authorised to disclose such information without any obligation of confidentiality; or 20.4.3 independently developed 24.1.3 which the Recipient can demonstrate was in its possession without any obligation of confidentiality prior to receipt of the Confidential Information from the Discloser. 24.2 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 recipient without access Recipient to or use maintain the confidentiality of the Confidential Information; . 24.3 On the expiry or termination of this Contract the Recipient shall deliver up to the Discloser (or, at the Discloser’s written election, securely destroy or delete) all Confidential Information of the Discloser which is in its possession or control subject to the exception set out in Clause 31.1.2.(ii). 20.4.4 lawfully received from a 24.4 The Supplier must not disclose to any third party (party, save as permitted under this Clause 24, any information in any form or on any media whatsoever regarding the delivery of the Goods and/or the Services under this Contract, or permit photography or film in connection with full right the Goods and/or the Services or this Contract, without the prior written permission of the Fund. Any press, media, or other enquiry about the Goods and/or the Services or this Contract must be referred to disclosure)the Fund’s Representatives. 20.5 Where disclosure 24.5 The Fund is permittedentitled to disclose to any Contracting Authority or Transferee any Confidential Information of the Supplier which relates to the provision of the Goods and/or the performance of the Services by the Supplier. In such circumstances, the disclosing party Fund shall authorise the Contracting Authority or Transferee to use such Confidential Information only for purposes relating to the provision of the Goods and/or 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. 24.6 The Supplier must clearly identify to the Fund any business or trade secret which would prejudice the commercial interests of the Supplier if disclosed pursuant to a request under the FOI Act or the EIRs. However, the Supplier acknowledges that the Fund shall be responsible for determining in its absolute discretion whether any commercially sensitive information or other information is exempt from disclosure. The Supplier acknowledges that the Fund may be required under the FOIA and EIRs to disclose Information (including commercially sensitive information) without consulting the Supplier or following consultation with the Supplier and having taken its views into consideration. 24.7 Without prejudice to the generality of Clause 23, the Supplier shall, and shall ensure that its employees or sub-contractors shall: 24.7.1 provide all necessary information and assistance as reasonably requested by the recipient Fund to enable the Fund to respond to any request for information it receives and in compliance with the provisions of the information shall be subject FOI Act or EIRs in accordance with the statutory timeframes; 24.7.2 transfer to the same obligation Fund all FOI Act or EIRs requests for information relating to this Contract that it receives as soon as practicable and in any event within two (2) Business Days of confidentiality as receipt; 24.7.3 provide the contained Fund with a copy of all Information belonging to the Authority requested in this Contract. 20.6 The parties acknowledge the request for information which is in its possession or control in the form that the National Audit Office has the right to publish details of this Contract in its reports.Fund requires within five

CONFIDENTIALITY AND FREEDOM OF INFORMATION. 20.1 Each party undertakes in respect of Confidential Information for which it is the recipient:- 20.1.1 to treat such information as confidential 20.1.2 Not without the disclosing parties proper written consent to communicate or 10.1 Both Parties and their employees and agents will at all times keep confidential and will not disclose any part of such information to any person except only other than a person so authorised by the other party as per the Information Sharing Protocol in Schedule 7 any Confidential Information provided that: 10.1.1 A Party in receipt of any Confidential Information (“the Recipient”) shall not be prevented from using any general knowledge, experience or skills which were in its possession prior to those employeesthe commencement of the Agreement. 10.1.2 the provisions of this Clause 10 shall not apply to any Confidential Information which: 10.1.2.1 is in or enters the public domain other than by breach of the Agreement or other act or omission of the Recipient; or 10.1.2.2 is covered by Schedule 6 Information Sharing Protocol 10.1.2.3 is obtained by a third party who is lawfully authorised to disclose such information; or 10.1.2.4 is authorised for release by the prior written consent of the Party which made disclosure of the Confidential Information to the Recipient (“the Discloser”) to the Recipient; or 10.1.2.5 the disclosure of which is required to ensure the compliance of the Trust with this Agreement; or 10.1.2.6 is required to be disclosed to the professional advisors, agents sub-contractors including auditors, lawyers, independent consultants, advisors, insurers and bankers of each Party provided that the Recipient ensures that the person receiving the Confidential Information is made aware and agrees to be bound by the terms of this Clause 10. 10.2 The Trust shall not disclose to any person, other suppliers on than to a need person so authorised by the Trust and/or required pursuant to know basisSection 115 of the Crime and Disorder Act 1998 as amended from time to time, the identity, medical condition, treatment received or other Personal Data of any Service User who are directly involved in Care has been treated as part of the Services. 20.2 10.3 Nothing in this Clause 10 shall prevent the Trust and the Authority from disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise required by any Law. 10.4 The Provider acknowledges Trust and the commitment Authority shall comply with the FOIA, the Codes of Practice on the Discharge of Public Authorities’ Functions and on the Management of Records (which are issued under section 45 and 46 of the Purchaser FOIA respectively) and the Environmental Information Regulations 2004 as may be amended, updated or replaced from time to open government time (and public access any other applicable codes of practice or guidance notified to information. Accordingly, the parties Trust and the Authority from time to time) to the extent that they apply to the Trust’s performance of the Functions and/or the Agreement. 10.5 The Trust and the Authority agree that: 20.2.1 10.5.1 without prejudice to the generality of Clause 10.3 the provisions of this condition 20.2 Clause 10 are subject to the respective obligations and commitments of the Purchaser Trust and the Authority under the Freedom FOIA and the respective Codes of Practice on the Discharge of Public Authorities’ Functions and on the Management of Records (which are issued under section 45 and 46 of the FOIA respectively) and the Environmental Information Xxx 0000 (the FOIA) (as amended from time Regulations 2004; and 10.5.2 subject to time). 20.2.2 Clause 10.5.3, the decision on whether any exemption applies to a request for disclosure of recorded information is a decision solely for the Purchaser;Trust; and 20.2.3 10.5.3 where the Purchaser Trust is managing a request then it will consult with the Provider in relation to any request for disclosure of recorded information to which this condition applies and in accordance with the guidance as referred to in Clause 10.5.2 the Code of Practice on the Discharge of Public Authorities Obligations issued under section 45 of the FOIA. The Provider Trust shall co-operate cooperate with the Purchaser in making Authority and the request and Authority shall respond within 5 five (5) working days to of any request by the Trust for assistance in determining how to respond to the a request for disclosure. 10.6 The Trust shall use all reasonable endeavours to: 10.6.1 notify the Authority of any request for information relating to the subject matter of this Agreement, as defined under section 8 of the FOIA, as soon as practicable after receipt; 10.6.2 provide the Authority with a copy of all information relevant to each and every such request in its possession or power in the form that the Authority requires within five (5) working days of the Authority requesting any such information; and 20.3 The Provider will indemnify the Purchaser from and against 10.6.3 provide all claims, losses, expenses, damages and costs arising from the breach of this condition necessary assistance as reasonably requested by the ProviderAuthority to enable the Authority to respond to a request for information, its servants, agents and sub-contractors. 20.4 The obligations in this condition will not apply to Confidential Information:- 20.4.1 in the recipient’s possession (with full right to disclose) before receiving it or; 20.4.2 which is or becomes public knowledge other than by breach of this condition; or 20.4.3 independently developed by the recipient without access to or use as defined under Section 8 of the Confidential Information; or 20.4.4 lawfully received from a third party (with full right to disclosure) 20.5 Where disclosure is permitted, the disclosing party shall ensure that the recipient of the information shall be subject to the same obligation of confidentiality as the contained in this ContractFOIA. 20.6 The parties acknowledge that the National Audit Office has the right to publish details of this Contract in its reports.