Common use of CONFIDENTIALITY AND FREEDOM OF INFORMATION Clause in Contracts

CONFIDENTIALITY AND FREEDOM OF INFORMATION. 13.1. A party (receiving party) shall keep in strict confidence all technical and commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under this agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to this agreement. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 9 shall survive termination of this agreement. 13.2. The BID Company acknowledges that the Council is subject to the requirements of the Freedom of Information Act 2000 (FOIA) and the Environmental Information Regulations 2004 (EIR) and the BID Company shall assist and co-operate with the Council (at the Council’s expense) to enable the Council to comply with these information disclosure requirements. The BID Company agrees that it shall not charge costs incurred by the BID Company where any resource utilised or action taken does not result in costs, or results in only a minor cost, to the BID Company. 13.3. The BID Company shall and shall procure that its staff including its subcontractors ,shall: (i) transfer any Request For Information to the Council as soon as practicable after receipt and in any event within two (2) working days of receiving a Request For Information; (ii) provide the Council with a copy of all information in the BID Company’s possession or power as reasonably requested by the Council in the form that the Council requires within five (5) working days (or such other period as the Council may specify) of the Council requesting that information; and (iii) provide all necessary assistance as reasonably requested by the Council to enable the Council to respond to a Request For Information within the time for compliance set out in section 10 of the FOIA or regulation 5 of the Environmental Information Regulations 2004. 13.4. The Council shall be responsible for determining at its absolute discretion whether the information: (i) is exempt from disclosure in accordance with the provisions of the FOIA or the Environmental Information Regulations 2004; (ii) is to be disclosed in response to a request for information, and in no event shall the BID Company respond directly to a Request For Information unless expressly authorised to do so by the Council. 13.5. In no event shall the BID Company respond directly to a request for information unless expressly authorised to do so by the Council. 13.6. The BID Company acknowledges that the Council may, acting in accordance with the Secretary of State for Constitutional Affairs' Code of Practice on the discharge of public authorities' functions under Part 1 of FOIA (issued under section 45 of the FOIA, November 2004), be obliged under the FOIA or the Environmental Information Regulations 2004 to disclose information: (i) without consulting with the BID Company; or (ii) following consultation with the BID Company and having taken its views into account, 6.1 applies the Council shall, in accordance with any recommendations of the Code, take reasonable steps, where appropriate, to give the BID Company advanced notice, or failing that, to draw the disclosure to the BID Company’s attention after any such disclosure. 13.7. The BID Company shall ensure that all information produced in the course of the agreement or relating to the agreement is retained for disclosure for six (6) years after expiry or earlier termination and shall permit the Council to inspect such records as requested from time to time.

CONFIDENTIALITY AND FREEDOM OF INFORMATION. 13.1DRAFT 9.1. A party (receiving party) shall keep in strict confidence all technical and commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under this agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to this agreement. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 9 shall survive termination of this agreement. 13.29.2. The BID Company acknowledges that the Council is subject to the requirements of the Freedom of Information Act 2000 (FOIA) and the Environmental Information Regulations 2004 (EIR) and the BID Company shall assist and co-operate with the Council (at the Council’s expense) to enable the Council to comply with these information disclosure requirements. The BID Company agrees that it shall not charge costs incurred by the BID Company where any resource utilised or action taken does not result in costs, or results in only a minor cost, to the BID Company. 13.39.3. The BID Company shall and shall procure that its staff including its subcontractors ,shall: (i) 9.3.1. transfer any Request For Information to the Council as soon as practicable after receipt and in any event within two (2) working days of receiving a Request For Information; (ii) 9.3.2. provide the Council with a copy of all information in the BID Company’s possession or power as reasonably requested by the Council in the form that the Council requires within five (5) working days (or such other period as the Council may specify) of the Council requesting that information; and (iii) 9.3.3. provide all necessary assistance as reasonably requested by the Council to enable the Council to respond to a Request For Information within the time for compliance set out in section 10 of the FOIA or regulation 5 of the Environmental Information Regulations 2004. 13.49.4. The Council shall be responsible for determining at its absolute discretion whether the information: (i) 9.4.1. is exempt from disclosure in accordance with the provisions of the FOIA or the Environmental Information Regulations 2004;; DRAFT (ii) 9.4.2. is to be disclosed in response to a request for information, and in no event shall the BID Company respond directly to a Request For Information unless expressly authorised to do so by the Council. 13.59.5. In no event shall the BID Company respond directly to a request for information unless expressly authorised to do so by the Council. 13.69.6. The BID Company acknowledges that the Council may, acting in accordance with the Secretary of State for Constitutional Affairs' Code of Practice on the discharge of public authorities' functions under Part 1 of FOIA (issued under section 45 of the FOIA, November 2004), be obliged under the FOIA or the Environmental Information Regulations 2004 to disclose information: (i) 9.6.1. without consulting with the BID Company; or (ii) 9.6.2. following consultation with the BID Company and having taken its views into account, 6.1 applies the Council shall, in accordance with any recommendations of the Code, take reasonable steps, where appropriate, to give the BID Company advanced notice, or failing that, to draw the disclosure to the BID Company’s attention after any such disclosure. 13.79.7. The BID Company shall ensure that all information produced in the course of the agreement or relating to the agreement is retained for disclosure for six (6) years after expiry or earlier termination and shall permit the Council to inspect such records as requested from time to time.

CONFIDENTIALITY AND FREEDOM OF INFORMATION. 13.1. 9.1 A party (receiving party) shall keep in strict confidence all technical and or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under this agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to this agreement. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 9 9.1 shall survive termination of this agreement. 13.2. 9.2 The BID Company acknowledges that the Council is subject to the requirements of the Freedom of Information Act 2000 Xxx 0000 (FOIA) and the Environmental Information Regulations 2004 (EIR) and the BID Company shall assist and co-operate with the Council (at the CouncilCompany’s expense) to enable the Council to comply with these information disclosure requirements. The BID Company agrees that it shall not charge costs incurred by the BID Company where any resource utilised or action taken does not result in costs, or results in only a minor cost, to the BID Company. 13.3. 9.3 The BID Company shall and shall procure that its staff including its subcontractors ,shallsubcontractors: (i) 9.3.1 transfer any the Request For Information to the Council as soon as practicable after receipt and in any event within two (2) working days of receiving a Request For Information; (ii) 9.3.2 provide the Council with a copy of all information in the BID Company’s possession or power as reasonably requested by the Council in the form that the Council requires within five (5) working days (or such other period as the Council may specify) of the Council requesting that information; and (iii) 9.3.3 provide all necessary assistance as reasonably requested by the Council to enable the Council to respond to a Request For Information within the time for compliance set out in section 10 of the FOIA or regulation 5 of the Environmental Information Regulations 20042004 (EIR). 13.4. 9.4 The Council shall be responsible for determining at its absolute discretion whether the information: (i) 9.4.1 is exempt from disclosure in accordance with the provisions of the FOIA or the Environmental Information Regulations 2004; (ii) 9.4.2 is to be disclosed in response to a request for information, and in no event shall the BID Company respond directly to a Request For Information unless expressly authorised to do so by the Council. 13.5. 9.5 In no event shall the BID Company respond directly to a request for information unless expressly authorised to do so by the Council. 13.6. 9.6 The BID Company acknowledges that the Council may, acting in accordance with the Secretary of State for Constitutional Affairs' Code of Practice on the discharge of public authorities' functions under Part 1 of FOIA (issued under section 45 of the FOIA, November 2004), be obliged under the FOIA or the Environmental Information Regulations 2004 to disclose information: (i) 9.6.1 without consulting with the BID Company; or (ii) 9.6.2 following consultation with the BID Company and having taken its views into account, 6.1 applies the Council shall, in accordance with any recommendations of the Code, take reasonable steps, where appropriate, to give the BID Company advanced notice, or failing that, to draw the disclosure to the BID Company’s attention after any such disclosure. 13.7. 9.7 The BID Company shall ensure that all information produced in the course of the agreement or relating to the agreement is retained for disclosure for six (6) years after expiry or earlier termination and shall permit the Council to inspect such records as requested from time to time.

CONFIDENTIALITY AND FREEDOM OF INFORMATION. 13.1. A party (receiving party) shall 10.1 Both the Council and the BID Company agree to keep in strict confidence all technical confidential and commercial know-how, specifications, inventions, processes or initiatives which are not to divulge to any person without the prior written consent of a confidential nature and have been disclosed to the receiving party by the other party all information (disclosing party), its employees, agents written or subcontractors, and any other confidential information oral) concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under this agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to this agreement. The receiving party may also disclose such business affairs of the disclosing party's confidential other nor any information which has been exchanged about the BID Levy Payers or about other third parties which it shall have obtained or received as is required to be disclosed by law, any governmental or regulatory authority or by a court result of competent jurisdictionoperating the BID. This clause 9 obligation shall survive the termination or lapse of this agreementthe provision of the BID. 13.2. 10.2 The BID Company acknowledges that the Council is subject to the requirements of the Freedom of Information Act 2000 Xxx 0000 (“the FOIA”) and the Environmental Information Regulations 2004 (EIR) other statutory requirements and the BID Company shall agrees to assist and co-operate with the Council (at the Council’s expense) to enable the Council to comply with these information disclosure requirements. its obligations under the FOIA. 10.3 The BID Company agrees acknowledges that it shall not charge costs incurred by notwithstanding Clause 10.1 above any information the BID Company where any resource utilised or action taken does not result the Council deem confidential is indicative only of the status of such information and that the Council may nevertheless disclose such information if required in costs, or results in only a minor cost, to compliance with its obligations under the BID CompanyFOIA. 13.3. 10.4 The BID Company shall and shall procure that its staff including its subcontractors ,shall:: - (i) 10.4.1 transfer any Request For Information to the Council any Request for Information (as defined in the FOIA) received as soon as practicable after receipt and in any event within two (2) 4 working days of receiving a such Request For for Information; (ii) 10.4.2 provide the Council with a copy of all information Information (as defined in Section 84 of the BID Company’s FOIA) in its possession or power as reasonably requested by the Council in the form that the Council requires within five (5) 8 working days (or such other period as the Council may specify) of the Council requesting that informationInformation; and (iii) 10.4.3 provide all necessary assistance as reasonably requested by the Council to enable the Council to respond to a Request For for Information within the time for compliance set out in section Section 10 of the FOIA or regulation 5 of the Environmental Information Regulations 2004FOIA. 13.4. The 10.5 Notwithstanding Clause 10.1 above, the Council shall be responsible for determining at its absolute discretion whether the information: (i) Information is exempt from disclosure in accordance with the provisions of the FOIA or the Environmental Information Regulations 2004; (ii) is to be disclosed in response to a request Request for information, and in no event shall the BID Company respond directly to a Request For Information unless expressly authorised to do so by the CouncilInformation. 13.5. In no event shall the BID Company respond directly to a request for information unless expressly authorised to do so by the Council. 13.6. The BID Company acknowledges that the Council may, acting in accordance with the Secretary of State for Constitutional Affairs' Code of Practice on the discharge of public authorities' functions under Part 1 of FOIA (issued under section 45 of the FOIA, November 2004), be obliged under the FOIA or the Environmental Information Regulations 2004 to disclose information: (i) without consulting with the BID Company; or (ii) following consultation with the BID Company and having taken its views into account, 6.1 applies the Council shall, in accordance with any recommendations of the Code, take reasonable steps, where appropriate, to give the BID Company advanced notice, or failing that, to draw the disclosure to the BID Company’s attention after any such disclosure. 13.7. The BID Company shall ensure that all information produced in the course of the agreement or relating to the agreement is retained for disclosure for six (6) years after expiry or earlier termination and shall permit the Council to inspect such records as requested from time to time.

CONFIDENTIALITY AND FREEDOM OF INFORMATION. 13.1. A party (receiving party) 10.1 Both the Council and the BID Company shall keep in strict confidence all technical confidential and commercial know-how, specifications, inventions, processes or initiatives which are not divulge to any person without the prior written consent of a confidential nature and have been disclosed to the receiving party by the other party all information (disclosing party), its employees, agents written or subcontractors, and any other confidential information oral) concerning the disclosing party's business, its products and services business affairs of the other nor any information which has been exchanged about the receiving party may obtain. The receiving party BID Levy Payers or Contributors or about other third parties which it shall only disclose such confidential information to those have obtained or received as a result of its employees, agents and subcontractors who need to know it operating the BID save for the purpose of discharging Council shall be permitted to divulge to third parties involved in recovering the receiving party's obligations under this agreement, and shall ensure that BID Levy such employees, agents and subcontractors comply with the obligations set out in this clause information about BID Levy Payers as though they were a party is necessary for such third parties to this agreement. The receiving party may also disclose such undertake recovery of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 9 BID Xxxx and this obligation shall survive the termination or lapse of this agreementthe BID Arrangements. 13.2. 10.2 The BID Company acknowledges that the Council is subject to the requirements of the Freedom of Information Act 2000 (“the FOIA”) and the Environmental Information Regulations 2004 (EIR) other statutory requirements and the BID Company shall agrees to assist and co-operate with the Council (at the Council’s expense) to enable the Council to comply with these information disclosure requirements. its obligations under the FOIA. 10.3 The BID Company agrees acknowledges that it shall not charge costs incurred by notwithstanding Clause 10.1 above any information the BID Company where any resource utilised or action taken does not result the Council deem confidential is indicative only of the status of such information and that the Authority may nevertheless disclose such information if required in costs, or results in only a minor cost, to compliance with its obligations under the BID CompanyFOIA. 13.3. 10.4 The BID Company shall and shall procure that its staff including its subcontractors ,shall:: - (i) 10.4.1 transfer any Request For Information to the Council any Request for Information (as defined in the FOIA) received as soon as practicable after receipt and in any event within two (2) 2 working days of receiving a such Request For for Information; (ii) 10.4.2 provide the Council with a copy of all information Information (as defined in Section 84 of the BID Company’s FOIA) in its possession or power as reasonably requested by the Council in the form that the Council requires within five (5) 5 working days (or such other period as the Council may specify) of the Council requesting that informationInformation; and (iii) 10.4.3 provide all necessary assistance as reasonably requested by the Council to enable the Council to respond to a Request For for Information within the time for compliance set out in section Section 10 of the FOIA or regulation 5 of the Environmental Information Regulations 2004FOIA. 13.4. The 10.5 Notwithstanding Clause 10.1 above, the Council shall be responsible for determining at its absolute discretion whether the information: (i) Information is exempt from disclosure in accordance with the provisions of the FOIA or the Environmental Information Regulations 2004; (ii) is to be disclosed in response to a request Request for information, and in no event shall the BID Company respond directly to a Request For Information unless expressly authorised to do so by the CouncilInformation. 13.5. In no event shall the BID Company respond directly to a request for information unless expressly authorised to do so by the Council. 13.6. The BID Company acknowledges that the Council may, acting in accordance with the Secretary of State for Constitutional Affairs' Code of Practice on the discharge of public authorities' functions under Part 1 of FOIA (issued under section 45 of the FOIA, November 2004), be obliged under the FOIA or the Environmental Information Regulations 2004 to disclose information: (i) without consulting with the BID Company; or (ii) following consultation with the BID Company and having taken its views into account, 6.1 applies the Council shall, in accordance with any recommendations of the Code, take reasonable steps, where appropriate, to give the BID Company advanced notice, or failing that, to draw the disclosure to the BID Company’s attention after any such disclosure. 13.7. The BID Company shall ensure that all information produced in the course of the agreement or relating to the agreement is retained for disclosure for six (6) years after expiry or earlier termination and shall permit the Council to inspect such records as requested from time to time.