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 9.1. Neither the Parties or their employees or agents shall divulge to any third party or dispose of or part with possession, custody or control of any confidential matter or information including but not limited to information relating to the business affairs and dealings of the Parties provided to the other Party or otherwise coming into the possession or knowledge of the Party in the course of the performance of this Agreement (“Confidential Information”), other than in accordance with the express provisions of this Agreement, Confidential Information means all information of a confidential nature relating to one party which is supplied by or on behalf with the written consent of that party Party, or if the Confidential Information: (whether before a) is or after the date becomes public knowledge (otherwise than by breach of this Agreementcondition), either in writing, orally or in any other form, directly or indirectly from or pursuant to discussions with that party ; (the Disclosing Partyb) 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 Agreementpossession of the other Party without restriction as to its disclosure; (c) is received from a third party which lawfully acquired it and who is under no obligation restricting its discharge; to the extent or (d) is required to be disclosed pursuant to clause 9.12 (Records), clause 9.15 (Auditor), by law 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), jurisdiction or by any Parliamentary obligation or the rules of any stock exchange or governmental or regulatory authority having authority. 9.2. The Provider may request that certain information, relevant to its obligations under this Agreement, be classified and treated as reserved information under the force Freedom of law orInformation Xxx 0000 (“the FOIA”) and therefore not disclosable by London Councils to third parties on the following grounds on the basis that it is exempt from disclosure under the FOIA. The Provider may designate unit prices where applicable or more detailed pricing information as reserved information. 9.3. The Provider must comply with all requests for information they receive from London Councils in relation to this Agreement, if not having and as relevant necessary to enable London Councils to meet its obligations under the force of lawFOIA, compliance with in a timely and efficient manner. 9.4. Information which is agreed between the Parties to be reserved information will be specified in accordance with Schedule 1 to this Agreement including the general practice of persons subject exemptions under the FOIA which apply to each specified class category or specific information. In each case, the Schedule will indicate when it is likely that the information can be made available under the FOIA. 9.5. Information relating to the stock exchange overall value performance or government or regulatory authority concerned; disclosed completion of this Agreement, and/or information relating to contract records and administration, will not be accepted as reserved information. London Councils may however withhold access to such information under the FOIA in appropriate cases. The decision as to whether to withhold information will be for London Councils alone to determine. It will have no obligation to consult the Provider. 9.6. Should it subsequently transpire that any information has been incorrectly classified as reserved information 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; Provider 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 competent public 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 orders the information to be disclosed. Without prejudice to released 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 Provider will immediately deliver such information to PfS within such time periods London Councils and reimburse all the costs incurred by London Councils as may reasonably be specified by PfS) for the purpose a result 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 Provider seeking 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 classify 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 businessas reserved information.

CONFIDENTIALITY AND FREEDOM OF INFORMATION. In this Agreement13.1 Subject to conditions 13.2, Confidential Information means 13.4, and 13.5 both parties shall procure that all information of a confidential nature relating to disclosed by 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 ("Confidential Information") shall be kept secret and confidential and shall not be used for any purposes other than those required or permitted by this Agreement and shall not be disclosed to any third party except insofar as this may be required for the proper operation of this Agreement. 13.2 Either party shall promptly notify the other Project Documents if any Confidential Information is required by law (including but without limitation pursuant to the FOIA and/or the Environmental Information Regulations) to be disclosed by it or any other person receiving it under or pursuant to this Agreement and shall co-operate with the other party regarding the manner of such disclosure (but without prejudice to any Relevant Government Department obligation to comply with any law). Any request received by either party under the FOIA or the Environmental Information Regulations will be complied with promptly and in a timely manner. 13.3 The obligations of confidentiality shall not apply to any information which: 13.3.1 is or becomes publicly known through no act or omission of the parties agree receiving party; 13.3.2 was in the other party's lawful possession prior to the disclosure; 13.3.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; 13.3.4 is independently developed by the receiving party, which independent development can be shown by written evidence; and/or 13.3.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body (including but without limitation pursuant to FOIA and/or the Environmental Information Regulations) provided that the Local Authority party subject to such requirement to disclose gives the other prompt written notice of the requirement, to the extent it is permitted to do so by law. 13.4 The parties acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions of the FOIA, the content of this Agreement is not Confidential Information. The College shall be free to use and disclose such information on such terms and responsible for determining 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 its absolute discretion whether any of the documents referred to content of the Agreement is exempt from disclosure 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 accordance 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 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 FOIA. 13.5 Notwithstanding any other term of this Agreement, the Supplier hereby gives its consent for The College to offer all reasonable co-operation and assistance to PfS (publish the Agreement in its entirety, 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 changes to the extent information is requested from Agreement, to the parties by PfS in relation general public. 13.6 The Supplier shall not refer to key performance indicators which are not Key Performance Indicators The College or 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 Purchase Order in any event in the normal course of businessadvertisement without The College’s prior written agreement.

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 5.1 The Supplier undertakes that it shall not at any time during this Agreement, agreement and for a period of three years after termination disclose to any person any Confidential Information means disclosed to it by the University except as permitted by Clause 5.3. 5.2 Each party may disclose the other party’s Confidential Information: 5.2.1 to its employees, officers, agents, consultants or professional advisors (Representatives) who need to know such information for the purposes of carrying out the party's obligations under this agreement, provided that the disclosing party takes all information reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this Clause 5 as though they were a party to this agreement. The disclosing party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this clause; and 5.2.2 as may be required by law, court order or any governmental or regulatory authority. In particular, the Supplier acknowledges that the University may be subject to the Freedom of a confidential nature relating Information Act 2000 and the Environmental Information Regulations 2004 which may require such bodies to one party which is supplied by or on behalf of that party (whether before or after the date disclose details of this Agreement)agreement, either contract awards or the Tender itself. 5.3 Each party reserves all rights 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 its 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 . No 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) respect of any Confidential Information other than those expressly stated in this agreement are granted to any other party or to be implied from this agreement. In particular, no licence is hereby granted directly or indirectly to any Intellectual Property Right held, made, obtained or licensable by any party now or in the case of future. 5.4 The Supplier agrees at any time on request by the LEP of its (or any LEP Party's) interest in the Project orUniversity to make full use of, 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 and 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 provide all 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 PfSrequired for, any reporting system(s) for of any governmental agency (or the purpose of agents thereof) as the collection University may specify, and use of data by PfS in connection agrees to co-operate fully at its own expense 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 University or any relevant third 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 provider in the normal course management and/or operation of businesssuch system(s). 5.5 During the period of this agreement the Supplier shall maintaining the accuracy and completeness and providing any updates in a timely manner.

CONFIDENTIALITY AND FREEDOM OF INFORMATION. In 8.1 The Parties shall at all times during and after the termination of this Agreement, Confidential Information means Agreement treat as strictly confidential all information of a confidential nature relating to one party which is supplied by or on behalf of that party (whether before or after not marked as such) received or obtained as a result of entering into or performing this Agreement which relates to the date business of the other, provisions or subject matters 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 necessaryProduct, 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 party 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 negotiations relating to this Agreement. 8.2 Either Party may disclose information which would otherwise be confidential if and to the economy, efficiency and effectiveness with which the Local Authority has performed its functions; or which extent (a) that it is already in the lawful possession of the Receiving Party prior required to its disclosure do so 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 law or any regulatory or governmental authority or in the circumstances set out in clause (c)(vii) (but only body to which it is subject wherever situated provided 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 it immediately notifies the other party of this obligation and provided that wherever possible it does so on a confidential basis; (which shall not be unreasonably withheld or delayed). Subject to sub-clause (e)(ii), the Local Authority shall be free b) it considers it necessary to disclose the terms information to its professional advisers, auditors and bankers provided that it does so on a confidential basis; (c) the information has come into the public domain through no fault of that party or members of its group; (d) the information was previously disclosed to it without any obligation of confidence; or (e) the party to whom it relates has given its consent in writing. 8.3 THUK acknowledges and understands that the Customer may be under obligations under the Freedom of Information Act 2000 (“FOIA”). If necessary and without prejudice to the specific provisions of this Agreement regarding confidentiality and data protection, THUK shall use its reasonable endeavors to co-operate and aid the other Project Documents Customer, at Customer's cost, so as to enable the Customer to meet its obligations under the FOIA or any Relevant Government Department and successive legislation. Where the parties agree Customer receives a request for information that the Local Authority shall be free to use and disclose such information is held 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 behalf 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 Customer by THUK then 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, shall include the provision of the requested information in relation to key performance indicators designated from time the Customer within a reasonable time-scale to time by PfS as "national priority" key performance indicators even if those national priority key performance indicators are not agreed and adopted enable the Customer to comply with its obligations within the timescales required by the LEP FOIA provided that THUK has been given reasonable notice of such request. 8.4 The Customer acknowledges that the value of the Fee is commercially sensitive information and agrees that it shall take all reasonable steps so that it does not have to disclose this and any other commercially sensitive information as Key Performance Indicators. If and a result of any request made pursuant 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 businessFOIA.

CONFIDENTIALITY AND FREEDOM OF INFORMATION. In this AgreementConfidentiality (a) is in, 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 analysescomes into, 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 by reason of a breach of a HIF Document or of any disclosure prohibited by other duty of confidentiality relating to that information; or (b) is obtained from a third party without that third party being under an obligation (express or implied) to keep the information confidential; or (c) is lawfully in the possession of the other party before the date of this AgreementAgreement and in respect of which that party is not under an existing obligation of confidentiality; or (d) 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: (a) to enable the disclosing party to perform its obligations under any HIF Document or Infrastructure Related Document; or (b) by any applicable law or by a court, arbitral or administrative tribunal in the course of proceedings before it including without limitation any requirement for disclosure under the FOIA and the EIR and the Grant Recipient acknowledges that any lists or schedules provided by it outlining Confidential Information are of indicative value only and Homes England may nevertheless be disclosed pursuant obliged to clause 9.12 disclose such Confidential Information; or (Records)c) 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 (d) 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 Grant Recipient and the Recovery Beneficiary will ensure that all Confidential Information obtained from Homes England under or in connection with any HIF Document: (a) is given only to such of its and their respective employees, clause 9.15 (Auditor)professional advisors, Contractors, Developers or required consultants engaged to be disclosed to the Audit Commission, District Auditor or required to be disclosed advise it in connection with this Agreement as is strictly necessary for the proper performance of the Services; HIF Document and only to the extent necessary for the performance of that HIF Document; (b) is treated as confidential and not disclosed (without Homes England'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 such staff or professional advisors, Contractors or consultants or Developers otherwise than for the purposes of that HIF Document; and (including c) where it is considered necessary in the opinion of Homes England (using its absolute discretion) the Grant Recipient and the Recovery Beneficiary will procure that such staff, professional advisors, Contractors, Developers or consultants sign a confidentiality undertaking before commencing work in connection with this Agreement. Nothing in this clause 15.1 shall prevent Homes England: (a) 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: i the examination and certification of conducting a due diligence exercise disclosed Homes England's accounts; or ii any examination pursuant to section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which Homes England has used its resources; or (b) 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 Confidential Information obtained from the Local Authority Grant Recipient: i to any other department, office or agency of the Crown; or ii to any person engaged in providing any services to Homes England for any purpose relating to or ancillary to a HIF Document or any person conducting an Office of Government Commerce gateway review; (c) provided that in disclosing information under clauses 15.1.6(b)i or 15.1.6(b)ii Homes England discloses only the governing body of any of the Facilities; disclosed 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 where appropriate. Nothing in this clause 15.1 shall prevent a party from using any techniques, ideas or know-how gained during the performance of the Local Authority's or HIF Documents 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. Nothing in the case of the LEP of its (or any LEP Party's) interest in the Project or, in any such case, any matters clause 15.1 shall prevent Homes England from publishing information 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)Total Infrastructure Costs, the Local Authority Infrastructure Expenditure, the Maximum Sum, the Infrastructure Works or the Housing Outputs. Nothing in this clause 15 shall be free prevent the disclosure of information as between the Grant Recipient and Recovery Beneficiary as relevant to disclose meeting their respective obligations pursuant to the terms of this Agreement. The parties to this Agreement are FOIA Authorities and: (a) are subject to legal duties which may require the release of information; and (b) 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) will be responsible for determining in its absolute discretion whether: (a) any Information is Exempted Information or remains Exempted Information; and/or (b) any Information is to be disclosed in response to a Request for Information; and in no event shall any party, other than the Relevant FOIA Authority, respond directly to a RFI except to confirm receipt of the 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 clause 15.2.4 below, each party acknowledges that the Relevant FOIA Authority may disclose Information: (a) without consulting the other; or (b) following consultation with the other Project Documents to party and having taken (or not taken, as the case may be) its views into account. Without in any Relevant Government Department way limiting clauses 15.2.2 and 15.2.3, in the parties agree event that the Local Relevant FOIA Authority shall be free receives a RFI, the Relevant FOIA Authority will, where appropriate, as soon as reasonably practicable notify the other party. Each party will assist and co-operate as requested by the Relevant FOIA Authority to use enable the Relevant FOIA Authority to comply with its disclosure requirements under FOIA and disclose such information on such terms EIR within the prescribed periods for compliance and in such manner as any Relevant Government Department sees fit. The Local Authority shall notify the LEP in writing not less than ten particular without limitation will (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) and will procure 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)(iits agents and subcontractors will), 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.at their own cost:

CONFIDENTIALITY AND FREEDOM OF INFORMATION. In 9.1 You undertake that you shall not at any time during this Agreement, agreement and for a period of three years after termination disclose to any person any Confidential Information means disclosed to you by CPL Group, except as expressly agreed in writing by the parties. 9.2 Each party may disclose the other party’s Confidential Information: 9.2.1 to its employees, officers, agents, consultants or professional advisors (Representatives) who need to know such information for the purposes of carrying out the party's obligations under this agreement, provided that the disclosing party takes all information reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this Clause 9 as though they were a party to this agreement. The disclosing party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this clause; and 9.2.2 as may be required by law, court order or any governmental or regulatory authority. In particular, both parties acknowledge that either CPC, or the Member Institution may be subject to the Freedom of a confidential nature relating Information Act 2000 which may require such bodies to one party which is supplied by or on behalf of that party (whether before or after the date disclose details of this Agreement), either agreement. 9.3 Each party reserves all rights 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 its 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 . No 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) respect of any Confidential Information other than those expressly stated in this agreement are granted to any other party or to be implied from this agreement. In particular, no licence is hereby granted directly or indirectly to any Intellectual Property right held, made, obtained or licensable by any party now or in the case of the LEP of its (or future. 9.4 You agree at any LEP Party's) interest in the Project ortime on request by CPL Group to make full use of, 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 and 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 provide all 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 PfSrequired for, any reporting system(s) for of any governmental agency (or the purpose of the collection agents thereof) as CPL Group may specify and use of data by PfS in connection agrees to co-operate fully at its own expense 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 CPL Group in the normal course management and/or operation of businesssuch system(s).

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 Agreement‌ 11.1 Subject to conditions 11.2, Confidential Information means 11.4 and 11.5 both parties shall procure that all information of a confidential nature relating to disclosed by 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 ("Confidential Information") shall be kept secret and confidential and shall not be used for any purposes other than those required or permitted by this Agreement and shall not be disclosed to any third party except insofar as this may be required for the proper operation of this Agreement.‌ 11.2 Either party shall promptly notify the other Project Documents if any Confidential Information is required by law (including but without limitation pursuant to the FOIA and/or the Environmental Information‌ Regulations) to be disclosed by it or any other person receiving it under or pursuant to this Agreement and shall co-operate with the other party regarding the manner of such disclosure (but without prejudice to any Relevant Government Department obligation to comply with any law). Any request received by either party under the FOIA or the Environmental Information Regulations will be complied with promptly and in a timely manner. 11.3 The obligations of confidentiality shall not apply to any information which: 11.3.1 is or becomes publicly known through no act or omission of the parties agree receiving party; 11.3.2 was in the other party's lawful possession prior to the disclosure; 11.3.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; 11.3.4 is independently developed by the receiving party, which independent development can be shown by written evidence; and/or 11.3.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body (including but without limitation pursuant to the FOIA and/or the Environmental Information Regulations) provided that the Local Authority party subject to such requirement to disclose gives the other prompt written notice of the requirement, to the extent it is permitted to do so by law. 11.4 The parties acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions of the FOIA, the content of this Agreement is not Confidential Information. South Devon College shall be free to use and disclose such information on such terms and responsible for determining 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 its absolute discretion whether any of the documents referred to content of the Agreement is exempt from disclosure 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 accordance 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 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 FOIA.‌ 11.5 Notwithstanding any other term of this Agreement, the Supplier hereby gives its consent for South Devon College to offer all reasonable co-operation and assistance to PfS (publish the Agreement in its entirety, 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 changes to the extent information is requested from Agreement, to the parties by PfS in relation general public.‌ 11.6 The Supplier shall not refer to key performance indicators which are not Key Performance Indicators South Devon College or 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 Purchase Order in any event in the normal course of businessadvertisement without South Devon College’s prior written agreement.

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.