CONFIDENTIALITY AND TRANSPARENCY. 15.1 For the purposes of this clause 15 and clause 14,“Confidential Information” means all information (whether written or oral and whether received before or after the date of this Agreement) that by its nature may reasonably be regarded as confidential to a Party (or relevant member of its Group), whether commercial, financial, technical or otherwise, including information which relates to the business affairs, customers, suppliers, products, software, telecommunications, networks, trade secrets, know-how or personnel of the relevant party and for the purposes of this clause 15:
CONFIDENTIALITY AND TRANSPARENCY. The Consultant shall not disclose any Confidential Information to any third party:
(a) except to those of its Affiliates or Personnel who have a need to know such Confidential Information for the purpose of performing obligations under the Contract and have agreed to undertakings of confidentiality equivalent to this clause 12; or
(b) unless the Confidential Information (i) was obtained from a third party who did not owe a duty of confidentiality to UNICEF; (ii) is in the public domain otherwise than through the Consultant’s act or default or the acts or defaults of the Affiliates or Personnel; (iii) was known by the Consultant prior to disclosure by UNICEF; or (iv) at any time is developed by the Consultant completely independently of any disclosures under the Contract. If the Consultant receives a request for disclosure of any Confidential Information pursuant to any judicial, court, arbitration or law enforcement process, before any such disclosure is made, the Consultant shall give UNICEF sufficient notice of such request in order to allow UNICEF to (i) have a reasonable opportunity to secure the intervention of the relevant national government to prevent disclosure and/or (ii) take such other action as may be appropriate. The Consultant shall not use the Confidential Information for any purpose other than the performance of its obligations under this Contract and shall not make any use prejudicial to UNICEF of any Confidential Information. The Consultant acknowledges (and shall enable UNICEF to achieve) the commitment to transparency as outlined in UNICEF’s Information Disclosure Policy as published on UNICEF’s Supply Website from time to time.
CONFIDENTIALITY AND TRANSPARENCY. 35.1 The Contractor acknowledges that during the Term it may acquire or receive Confidential Information of the Authority, a member of the TfL Group or the MPS (“Authority Confidential Information”). The Contractor undertakes that it will:
35.1.1 receive and/or maintain the Authority Confidential Information in strictest confidence and it acknowledges that such information is of a proprietary and confidential nature;
35.1.2 not use the Authority Confidential Information for any purposes whatsoever other than for the proper performance of its obligations under this Contract;
35.1.3 not disclose the Authority Confidential Information to any Third Party without the prior written consent of the Authority, except that the Contractor is entitled to disclose the Authority Confidential Information to the extent strictly necessary to such of the Contractor Personnel who need to know the Authority Confidential Information for the performance of the Contractor’s obligations under this Contract, provided that the Contractor will be responsible for any breach of its obligations occasioned by any act or omission of any Contractor Personnel.
35.2 The Contractor will ensure that any Contractor Personnel to whom the Authority Confidential Information is disclosed complies with the provisions of this Clause 35.
35.3 The Contractor acknowledges that damages would not be an adequate remedy for any breach of Clause 35.1 and that (without prejudice to all other remedies which the Authority may be entitled to as a matter of law) the Authority will be entitled to the remedies of injunction, specific performance and other equitable relief to enforce the provisions of Clause 35.1 and no proof of special damages will be necessary for the enforcement of the provisions of this Clause.
35.4 The Authority will maintain the confidence of the Confidential Information disclosed by the Contractor to the Authority, as set out in Schedule 8 (the “Contractor Confidential Information”), except that the Authority may:
35.4.1 use the Contractor Confidential Information to the extent necessary to obtain the benefit of the Contractor’s performance under this Contract;
35.4.2 disclose the Contractor’s Confidential Information to any member of the TfL Group or the MPS; and
35.4.3 disclose the Contractor Confidential Information pursuant to Clauses 35.6 and 37.
35.5 The obligations on a Party set out in this Clause 35 will not apply to any Confidential Information:
35.5.1 which either of the Parties c...
CONFIDENTIALITY AND TRANSPARENCY. 35.1 Subject to Clauses 35.3, 35.6 and 37, the Parties shall keep confidential:
35.1.1 the terms of this Contract; and
35.1.2 any and all Confidential Information that they may acquire in relation to the other.
35.2 The Contractor will not use the Authority’s (including the other Service Recipient’s) Confidential Information for any purpose other than to perform its obligations under this Contract and only then as strictly necessary to do so. The Contractor may pass the Authority’s Confidential Information to its Sub- Contractors but only providing that the Contractor procures that the Sub- Contractor complies with this Clause 35 and only uses the Confidential Information as strictly necessary for its purposes of performing its element of this Contract.
35.3 The Contractor will ensure that its officers, employees and Sub-Contractors comply with the provisions of Clause 35.1 and 35.2.
35.4 The obligations set out in Clause 35.1 and 35.2 will not apply to any Confidential Information:
35.4.1 which either of the Parties can demonstrate is in the public domain (other than as a result of a breach of this Clause 35);
35.4.2 which a Party is required to disclose by order of a court of competent jurisdiction but then only to the extent of such required disclosure; or
35.4.3 to the extent that such disclosure is to the Secretary for Transport (or the government department responsible for public transport in London for the time being) the Office of Rail Regulation, or any person or body who has statutory responsibilities in relation to transport in London and their employees, agents and Sub- contractors.
35.5 The Contractor shall keep secure (and ensure its Sub-Contractors keep secure) all materials containing any information in relation to the Contract and its performance.
35.6 The Contractor shall not communicate with representatives of the general or technical press, radio, television or other communications media in relation to the existence of the Contract or that it is providing the Services to the Authority or in relation to any matter under or arising from the Contract unless specifically granted permission to do so in writing by the Authority. The Authority shall have the right to approve any announcement before it is made.
35.7 The Contractor acknowledges that the Authority and the other Service Recipients are subject to the Transparency Commitment. Accordingly, notwithstanding Clause 35.1 and Clause 37, the Contractor hereby gives its consent for the Auth...
CONFIDENTIALITY AND TRANSPARENCY. 29.1 The Contractor agrees in respect of Confidential Information disclosed pursuant to this Contract or discovered further to the operation of this Contract:
29.1.1 to keep the Confidential Information in strict confidence and secrecy;
29.1.2 not to use the Confidential Information save for complying with its obligations under this Contract;
29.1.3 subject to Clause 29.1.4, not to disclose the Confidential Information to a Third Party without prior written consent of the Authority (save that the Contractor may disclose Confidential Information to any sub- contractors it appoints pursuant to Clause 28 (Assignment/Sub- Contracting/Change of Ownership) who of necessity need the same in the performance of this Contract subject to such sub- contractor providing the Authority with an undertaking to keep the Confidential Information disclosed to it confidential in similar terms to the provisions of this Clause 29); and
29.1.4 to restrict the disclosure of the relevant and necessary parts of the Confidential Information to such of its employees, agents and sub- contractors (including persons who are appointed from time to time by the Authority to maintain the Software) who of necessity need the same in the performance of this Contract and in such circumstances to ensure that such employees, agents and sub-contractors are aware of the confidential nature of the Confidential Information subject to any such agents and sub-contractors providing the Contractor with an undertaking to keep the Confidential Information disclosed to it confidential in similar terms to the provisions of this Clause 29.
29.2 The obligations set out in Clause 29.1 shall not apply to any Confidential Information which:
29.2.1 the Contractor can show by documentary evidence was already in its lawful possession and at its free disposal otherwise than directly or indirectly from the Authority or any other TfL Group Member;
29.2.2 is lawfully disclosed to the Contractor without any obligations of confidence, by any person who has not derived it directly or indirectly from the Authority or any other TfL Group Member;
29.2.3 is or has come into the public domain through no fault of the Contractor or its personnel;
29.2.4 is required by law or by order of a court of competent jurisdiction to be disclosed but only to the extent required by such law or order;
29.2.5 is disclosed with the prior written consent of the Authority; or
29.2.6 is disclosed pursuant to Clause 30 (Freedom of Information).
29.3...
CONFIDENTIALITY AND TRANSPARENCY. Subject to clause 40.2, the Parties shall keep confidential all matters relating to this Agreement and shall use all reasonable endeavours to prevent their Representatives from making any disclosure to any person of any matters relating hereto. Clause 40.1 shall not apply to any disclosure of information: required by Law, provided that clause 41 (Freedom of Information) shall apply to any disclosures required under the Information Laws; that is reasonably required by persons engaged by a party in the performance of such party’s obligations under this Agreement; where a party can demonstrate that such information is already generally available and in the public domain otherwise than as a result of a breach of clause 40.1; by the Commissioners of any document to which it is a party and which the Parties to this Agreement have agreed contains no commercially sensitive information; to enable a determination to be made under Section 9 (Dispute resolution); which is already lawfully in the possession of the receiving party prior to disclosure by the disclosing party; by the Commissioners to any other department, office or agency of the Government; and by the Commissioners relating to this Agreement and in respect of which the Provider has given its prior written consent to disclosure. The Provider acknowledges that the Commissioners are subject to transparency obligations which require the Commissioners to publish certain Agreement information and materials. Accordingly, and notwithstanding any other term of this Agreement, the Provider hereby gives its consent for the Commissioners to publish this Agreement and its schedules in its entirety, including from time to time agreed changes to this Agreement (save and except such matters as the Commissioners is by law able to exclude as being confidential, commercially sensitive, or otherwise not in the public interest to disclose), to the general public in whatever form the Commissioners decides. The Provider shall render such assistance and cooperate with the Commissioners to enable such publication, including, if the Commissioners so requires, assisting the Commissioners at no additional costs to the Commissioners in the redaction of such documents prior to publication to eliminate material considered confidential, commercially sensitive, or otherwise not in the public interest to disclose. Subject to clauses 42 (Data Protection) and 43.2.16 (Data Processor Obligations), on or before the Expiry Date the Provider sh...
CONFIDENTIALITY AND TRANSPARENCY. 40.1. Subject to clause 40.2, each Party shall:
40.1.1. treat all Confidential Information it receives as confidential, safeguard it accordingly and not disclose it to any other person without the prior written permission of the disclosing Party; and
40.1.2. not use or exploit the disclosing Party’s Confidential Information in any way except for the purposes anticipated under the Agreement.
40.2. Notwithstanding clause 40.1 a Party may disclose Confidential Information which it receives from the other Party:
40.2.1. where disclosure is required by applicable law or by a court of competent jurisdiction;
40.2.2. to its auditors or for the purposes of regulatory requirements;
40.2.3. on a confidential basis, to its professional advisers;
40.2.4. to the Serious Fraud Office where the Party has reasonable grounds to believe that the other Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000;
40.2.5. where the receiving party is the Contractor, to the Contractor’s Personnel on a need to know basis to enable performance of the Contractor’s obligations under the Agreement provided that the Contractor shall procure that any Contractor’s Personnel to whom it discloses Confidential Information pursuant to this clause 40.2.5 shall observe the Contractor’s confidentiality obligations under the Agreement; and
40.2.6. where the receiving party is the Councils:
40.2.6.1. on a confidential basis to the employees, agents, consultants and contractors of the Councils;
40.2.6.2. on a confidential basis to any successor body or organisation to which the Councils transfers or proposes to transfer all or any part of its functions; or
40.2.6.3. to the extent that the Councils (acting reasonably) deems disclosure necessary or appropriate in the course of carrying out its public functions, and for the purposes of the foregoing, references to disclosure on a confidential basis shall mean disclosure subject to a confidentiality agreement, employment contract or arrangement containing terms no less stringent than those placed on the Councils under this clause 40.
40.3. The Parties acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions of the FOIA, the text of the Agreement is not Confidential Information and notwithstanding any other provisions in this Agreement the Contractor hereby gives its consent for the Councils to publish this Agreement in its entirety to the general public (but wi...
CONFIDENTIALITY AND TRANSPARENCY. 1Subject to clause 23.2, each Party shall keep confidential, all matters relating to this Contract and shall use all reasonable endeavours to prevent their Representatives from making any disclosure to any person of any matters relating hereto.
CONFIDENTIALITY AND TRANSPARENCY. The following definitions shall apply in respect of this Clause 40:
CONFIDENTIALITY AND TRANSPARENCY. A. All Protected Health Information (PHI) and Personally Identifiable Information (PII) will be maintained in a confidential manner as required under the terms of the Health Insurance Portability and Accountability Act (HIPAA) of 1996, the Health Information Technology for Economic and Clinical Health Act ("HITECH Act") and their implementing regulations (collectively referred to as the "Acts"), as outlined in the HIPAA-HITECH compliant Business Associate Agreement attached as Addendum A to this Agreement, which is hereby incorporated into this Agreement.
B. All reporting will exclude any PHI or PII that may be encountered in this engagement. All reporting to District, its Health Benefits Committee (COMMITTEE), and any related entities, employees, agents, or persons, will be aggregated at the Employer Sponsor level in order to maintain the confidentiality required under the Acts.
C. Opinions and written reports will be prepared in a professional and transparent manner and will be distributed to District as well as authorized representatives of district bargaining units.
D. All personnel at JG&Co will keep confidential all information provided by your organization that is not already in the public domain.
