Confidentiality and Data Protection 12.1. The parties undertake to keep technical and commercial information of each other secret, except for publicly available information which has become known to them while executing the present agreement, and not transfer it to third parties without a written consent from the other party or its legal representatives.
Confidentiality Data Protection The terms and conditions of this Agreement are confidential and may not be disclosed to or discussed with anyone except as permitted. Confidential information may include: any trade/business secret, technical knowledge or know-how, financial information, plans, customer/client lists, your customer information or data, your customers’ accounting or financial information, your customers’ tax information, your customers’ miscellaneous information, supplier information, pricing policies, fee structure, standard operating procedures, protocols, marketing data and/or promotional techniques, product data, purchase information, sales policies, employee lists, policies, computer records, computer access codes, plans and programs, any formula pattern or compilation of information, used during this Agreement, or any of its/ their clients. Confidentiality will exist regardless of whether such information is received by you under a validly executed confidentiality Agreement or not, or which is disclosed (whether in writing, delivery of items/ reports, manuals, verbally, visual representation, inspection of tangible objects, on office or site visits, or by any other means and whether directly or indirectly) whether before or after the date of this Agreement. Confidential Information may include “Proprietary information” as defined from now on. Each party shall honor the confidentiality and data protection of the other party’s “Confidential Information” and shall not disclose such information to any third party without the prior written consent of the confiding party. Neither party shall disclose any of the terms of this Agreement to assigned remote staff or any of other employees or affiliates, except the appointed Account Manager and person signing this Agreement on our behalf. To protect the Confidential Information, both the parties now agree and undertake to keep secret and treat as confidential all Confidential Information described above. Neither party shall use any Confidential Information at any time, either during this Agreement or after the termination of the Agreement, for any purpose other than in the ordinary course of business and furtherance of the confiding party’s interest. We may not be permitted to use your name as our client in any marketing literature, brochures, or for any private reference unless you permit it.
Confidentiality and Privacy The Training Provider must not, without the prior written approval of the Department, disclose (or permit the disclosure of) information regarding this VET Funding Contract (including details of the Funds being provided by the Department in respect of any individual) or any Confidential Information of the Department or the State, except: to the extent required under this VET Funding Contract; to the extent required by Law; to its solicitors, barristers and/or other professional advisors in order to obtain advice in relation to its rights under this VET Funding Contract, the Training Services or the Funds and provided such advisors are under a duty of confidentiality; to the extent necessary for the registration or recording of documents where required; and/or to the extent required in connection with legal proceedings, and then only to the extent strictly necessary for that purpose. The Training Provider acknowledges and agrees that: the Department may disclose or otherwise make available (whether to the public generally or to any particular person or group of persons) any and all information relating to the Training Provider and this VET Funding Contract (including Confidential Information of the Training Provider), including: course and qualification details; government subsidised fee information; details of the Funds paid; the contents of any surveys in which the Training Provider participates pursuant to Clause 4.5(j)(ii) or any employer surveys; any information that the Training Provider is required to publish on its website or otherwise make publicly available under this VET Funding Contract; details of any non-compliance by the Training Provider with this VET Funding Contract; any action taken by the Department under this VET Funding Contract; and findings and outcomes of any audits or reviews undertaken pursuant to this VET Funding Contract, as it considers reasonably appropriate to facilitate the proper operation of the Skills First Program, including as contemplated by Clause 12.3 of Schedule 1; the Department may disclose information referred to in paragraph (a), and any information regarding any suspected non-compliance by the Training Provider with this VET Funding Contract, for the purpose of satisfying its obligations under: the Freedom of Information Act 1982 (Vic); the Ombudsman Act 1973 (Vic); or the Audit Act 1994 (Vic); or the requirements of Parliamentary accountability or a Minister's obligations to fulfil their duties of office; and the Department may disclose information referred to in paragraph (a) or paragraph (b) to the counterparty to any Other VET Funding Arrangement, any regulator who has responsibility for issuing or monitoring compliance with the applicable registration referred to in Clause 4.1(a), or other government entity in any jurisdiction that has an interest in the regulation and funding of the VET sector. The Training Provider must take all steps and make all efforts to assist the Department in complying with any of the obligations referred to in Clause 13.2(b). The Training Provider acknowledges that it will be bound by the Information Privacy Principles and any applicable Code of Practice with respect to any act done or practice engaged in by the Training Provider under or in connection with this VET Funding Contract in the same way and to the same extent as the Department would have been bound had it been directly done or engaged in by the Department. The Training Provider must include a standard privacy notice in all enrolment forms, in accordance with the Victorian VET Student Statistical Collection Guidelines, which advises Eligible Individuals how their data may be supplied to and used by the Department and Commonwealth VET Student Loan agencies. The Training Provider must, in collecting any Personal Information for the purposes of this VET Funding Contract, ensure that it has obtained all necessary consents for: the Training Provider to collect, use, hold and disclose that Personal Information, including by disclosing it to the Department as contemplated by this VET Funding Contract (including by way of the submission of reports under Clause 12 of Schedule 1, for the purposes of complying with Record disclosure obligations under Clause 10 and in the course of any audit, review or investigation under Clause 11); and the Department to collect, use, hold and disclose that Personal Information for the purposes of this VET Funding Contract and its operation and management of the Skills First Program, in accordance with all applicable Laws, including the PDP Act, the Health Records Act and (if applicable to the Training Provider) the Privacy Act 1988 (Cth). The Training Provider must cooperate with, and provide any assistance requested by, the Department in relation to: resolving any complaint made to the Department alleging a breach of the PDP Act or the Health Records Act in relation to any Personal Information collected, used, held or disclosed by the Department that was provided to it by the Training Provider in connection with this VET Funding Contract; and providing access to or amendment of any record of Personal Information collected, used, held or disclosed in connection with this VET Funding Contract following a request from an individual made to the Department.
Confidentiality and Nondisclosure (a) Employee understands and agrees that he will be given Confidential Information (as defined below) and Training (as defined below) during his employment with Employer relating to the business of Employer and/or its Affiliates (as defined below). Employee hereby expressly agrees to maintain in strictest confidence and not to use in any way (including without limitation in any future business relationship of Employee), publish, disclose or authorize anyone else to use, publish or disclose in any way, any Confidential Information relating in any manner to the business or affairs of Employer and/or its Affiliates. Employee agrees further not to remove or retain any figures, calculations, letters, documents, lists, papers, or copies thereof, which embody Confidential Information of Employer and/or its Affiliates, and to return, prior to Employee's termination of employment, any such information in Employee's possession. If Employee discovers, or comes into possession of, any such information after his termination he shall promptly return it to Employer. Employee acknowledges that the provisions of this paragraph are consistent with Employer's Code of Conduct with which Employee, as an employee of Employer, is bound.
Data Protection and Confidentiality 3.1.We obtain, use, process and disclose personal data about you and data subjects (as defined in the DPA) in order that we may provide services under the Agreement and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance.
Confidentiality and Non-Use The recipient of a disclosing Party’s Confidential Information shall maintain such Confidential Information in confidence, and shall disclose such Confidential Information only to its employees, agents, consultants, Affiliates, licensors, sublicensees, attorneys, accountants, investors, potential acquirors and advisors who have a reasonable need to know such Confidential Information and who are bound by obligations of confidentiality and non-use no less restrictive than those set forth herein and for whom each Party shall be responsible for any breach of this Section 6. The recipient of the disclosing Party’s Confidential Information shall use such Confidential Information solely to exercise its rights and perform its obligations under this Agreement (including, without limitation, the right to use and disclose such Confidential Information in regulatory applications and filings), unless otherwise mutually agreed in writing. The recipient of the other Party’s Confidential Information shall take the same degree of care that it uses to protect its own confidential and proprietary information of a similar nature and importance (but in any event no less than reasonable care).
CONFIDENTIALITY AND FREEDOM OF INFORMATION In respect of any Confidential Information it may receive directly or indirectly from the other party (“Discloser”) and subject always to the remainder of this Clause 33, each party receiving Confidential Information (“Recipient”) undertakes to keep secret and strictly confidential and shall not disclose any such Confidential Information to any third party without the Discloser’s prior written consent provided that the provisions of this Clause 33 shall not 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 third party who is lawfully authorised to disclose such information without any obligation of confidentiality; or which the Recipient can demonstrate was in its possession without any obligation of confidentiality prior to 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 Recipient to maintain the confidentiality of the Confidential Information. On the expiry or termination of this Contract the Recipient shall deliver up to the Discloser (or, at the Discloser’s written election, securely destroy) all Confidential Information of the Discloser which is in its possession or control subject to the 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 on any media whatsoever regarding the delivery of the Services under this Contract, or permit photography or film in connection with the Services or this Contract, without the prior written permission of the Fund. Any press, media or other 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 relates to the performance of the Services by the Service Provider. In such circumstances, the 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 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 Service Provider or following consultation with the Service Provider and having taken its views into consideration. Without prejudice to the generality of Clause 32, the Service Provider shall, and shall ensure that its employees or sub-contractors shall, provide all necessary information and assistance as reasonably requested by the Fund to enable the Fund to respond to any request for information it receives and in compliance with the provisions of the FOI Act. Nothing in this Clause 33 shall prevent the Recipient from disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable law, including the FOI Act or the Environmental Information Regulations 2004.
