Common use of Confidentiality, Transparency and Publicity Clause in Contracts

Confidentiality, Transparency and Publicity. Subject to clause 21.2, each Party shall: 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 not use or exploit the Disclosing Party’s Confidential Information in any way except for the purposes anticipated under the Agreement. Notwithstanding clause 21.1, a Receiving Party may disclose Confidential Information: where disclosure is required by applicable law or by a court of competent jurisdiction; to its auditors or for the purposes of regulatory requirements; on a confidential basis, to its professional advisers; to the Serious Fraud Office where the Receiving Party has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010; where the Receiving Party is the Contractor, to the Staff 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 Staff to whom it discloses Confidential Information pursuant to this clause (e) shall observe the Contractor’s confidentiality obligations under the Agreement; and where the Receiving Party is the Trust: on a confidential basis to the employees, agents, consultants and contractors of the Trust; on a confidential basis to any other Central Government Body, any successor body to a Central Government Body or any company to which the Trust transfers or proposes to transfer all or any part of its business; or to the extent that the Trust (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 or arrangement containing terms no less stringent than those placed on the Trust under this clause 21. The Contractor shall not, and shall take reasonable steps to ensure that the Staff shall not, make any press announcement or publicise the Agreement or any part of the Agreement in any way, except with the prior written consent of the Trust. NOT USED

Confidentiality, Transparency and Publicity. Subject to clause 21.211.2, each Party shall: 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 not use or exploit the Disclosing Party’s Confidential Information in any way except for the purposes anticipated under the Agreement. Notwithstanding clause 21.111.1, a Receiving Party may disclose Confidential Information: where disclosure is required by applicable law or by a court of competent jurisdiction; to its auditors or for the purposes of regulatory requirements; on a confidential basis, to its professional advisers; to the Serious Fraud Office where the Receiving Party has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010; where the Receiving Party is the Contractor, to the Staff 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 Staff to whom it discloses Confidential Information pursuant to this clause (e) shall observe the Contractor’s confidentiality obligations under the Agreement; and where the Receiving Party is the Trust: on a confidential basis to the employees, agents, consultants and contractors of the Trust; on a confidential basis to any other Central Government Body, any successor body to a Central Government Body or any company to which the Trust transfers or proposes to transfer all or any part of its business; or to the extent that the Trust (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 or arrangement containing terms no less stringent than those placed on the Trust under this clause 2111. The Contractor shall not, not and shall take reasonable steps to ensure that the Staff shall not, make any press announcement or publicise the Agreement or any part of the Agreement in any way, except with the prior written consent of the Trust. NOT USED

Confidentiality, Transparency and Publicity. Subject to clause 21.211.2, each Party shall: 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 not use or exploit the Disclosing Party’s Confidential Information in any way except for the purposes anticipated under the Agreement. Notwithstanding clause 21.111.1, a Receiving Party may disclose Confidential Information: where disclosure is required by applicable law or by a court of competent jurisdiction; to its auditors or for the purposes of regulatory requirements; on a confidential basis, to its professional advisers; to the Serious Fraud Office where the Receiving Party has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010; where the Receiving Party is the Contractor, to the Staff 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 Staff to whom it discloses Confidential Information pursuant to this clause (e) shall observe the Contractor’s confidentiality obligations under the Agreement; and where the Receiving Party is the Trust: on a confidential basis to the employees, agents, consultants and contractors of the Trust; on a confidential basis to any other Central Government Body, any successor body to a Central Government Body or any company to which the Trust transfers or proposes to transfer all or any part of its business; or to the extent that the Trust (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 or arrangement containing terms no less stringent than those placed on the Trust under this clause 2111. The Contractor shall not, and shall take reasonable steps to ensure that the Staff shall not, make any press announcement or publicise the Agreement or any part of the Agreement in any way, except with the prior written consent of the Trust. NOT USED

Confidentiality, Transparency and Publicity. Subject For the purposes of this Clause 10, Disclosing Party shall mean a Party which discloses or makes available directly or indirectly its Confidential Information and Recipient shall mean the Party which receives or obtains directly or indirectly Confidential Information. Except to clause 21.2the extent set out in this Clause 10 or where disclosure is expressly permitted elsewhere in this Agreement, each Party the Recipient shall: treat all the Disclosing Party’s Confidential Information as confidential and keep it receives as confidential, safeguard it accordingly in secure custody (which is appropriate depending upon the form in which such materials are stored and the nature of the Confidential Information contained in those materials); not disclose it the Disclosing Party’s Confidential Information to any other person except as expressly set out in this Agreement or without obtaining the owner's prior written permission of the Disclosing Partyconsent; and not use or exploit the Disclosing Party’s Confidential Information in any way except for the purposes anticipated under this Agreement; and immediately notify the Disclosing Party if it suspects or becomes aware of any unauthorised access, copying, use or disclosure in any form of any of the Disclosing Party’s Confidential Information. The Recipient shall be entitled to disclose the Confidential Information of the Disclosing Party where: the Recipient is required to disclose the Confidential Information by Law, provided that Clause 11 (Freedom of Information) shall apply to disclosures required under the FOIA or the EIRs; or the need for such disclosure arises out of or in connection with: any legal challenge or potential legal challenge against a Party arising out of or in connection with this Agreement; or the purpose of the examination and certification of the either Party's accounts (provided that the disclosure is made on a confidential basis) or for any examination pursuant to section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Council is making use of any Services provided under this Agreement. Notwithstanding clause 21.1, a Receiving Party may disclose Confidential Information: where disclosure If the Recipient is required by applicable law Law to make a disclosure of Confidential Information, the Recipient shall as soon as reasonably practicable and to the extent permitted by Law notify the Disclosing Party of the full circumstances of the required disclosure including the relevant Law and/or the Relevant Authority requiring such disclosure and the Confidential Information to which such disclosure would apply. Subject to this clause 10, either Party may only disclose the Confidential Information of the other Party on a confidential basis to: its personnel who are directly involved in the provision or receipt of the Services (as the case may be) and need to know the Confidential Information to enable performance by a court the respective Party of competent jurisdictionits obligations under this Agreement; to and its auditors or professional advisers for the purposes of regulatory requirements; on obtaining advice in relation to this Agreement. Where a confidential basis, to its professional advisers; to Party discloses the Serious Fraud Office where the Receiving Party has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010; where the Receiving Party is the Contractor, to the Staff on a need to know basis to enable performance Confidential Information of the Contractor’s obligations under the Agreement provided that the Contractor shall procure that any Staff to whom it discloses Confidential Information other Party pursuant to this clause (e) 10.5, it shall observe remain responsible at all times for compliance with the confidentiality obligations set out in this Agreement by the persons to whom disclosure has been made. The Council may disclose the Confidential Information of the Contractor’s confidentiality obligations under the Agreement; and where the Receiving Party is the Trust: strictly on a confidential basis to for the employees, agents, consultants and contractors purpose of the Trustaudit; on a confidential basis to any other Central Government Body, any successor body or to a Central Government Body proposed Successor Body. Nothing in this clause 10 shall prevent a Recipient from using any techniques, ideas or any company to which know-how gained during the Trust transfers or proposes to transfer all or any part performance of this Agreement in the course of its business; or normal business to the extent that the Trust (acting reasonably) deems this use does not result in a 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 Disclosing Party’s Confidential Information or arrangement containing terms no less stringent than those placed on the Trust under this clause 21an infringement of intellectual property rights. The Contractor shall not, and shall take reasonable steps to ensure that the Staff shall not, make any press announcement or publicise the Agreement or any part of the Agreement in any way, except with the prior written consent of the Trust. NOT USEDCouncil.

Confidentiality, Transparency and Publicity. Subject to clause 21.220.2, each Party shall: 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 not use or exploit the Disclosing Party’s Confidential Information in any way except for the purposes anticipated under the Agreement. Notwithstanding clause 21.120.1, a Receiving Party may disclose Confidential Information: where disclosure is required by applicable law or by a court of competent jurisdiction; to its auditors or for the purposes of regulatory requirements; on a confidential basis, to its professional advisers; to the Serious Fraud Office where the Receiving Party has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010; where the Receiving Party is the Contractor, to the Staff 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 Staff to whom it discloses Confidential Information pursuant to this clause (e) shall observe the Contractor’s confidentiality obligations under the Agreement; and where the Receiving Party is the Trust: on a confidential basis to the employees, agents, consultants and contractors of the Trust; on a confidential basis to any other Central Government Body, any successor body to a Central Government Body or any company to which the Trust transfers or proposes to transfer all or any part of its business; or to the extent that the Trust (acting reasonably) deems disclosure necessary or appropriate in the course of carrying out its public functions; or in accordance with clause Error: Reference source not found. and for the purposes of the foregoing, references to disclosure on a confidential basis shall mean disclosure subject to a confidentiality agreement or arrangement containing terms no less stringent than those placed on the Trust under this clause 2120. The Contractor shall not, and shall take reasonable steps to ensure that the Staff shall not, make any press announcement or publicise the Agreement or any part of the Agreement in any way, except with the prior written consent of the Trust. NOT USED

Confidentiality, Transparency and Publicity. Subject to clause 21.211.2, each Party shall: 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 not use or exploit the Disclosing Party’s Confidential Information in any way except for the purposes anticipated under the Agreement. Notwithstanding clause 21.111.1, a Receiving Party may disclose Confidential Information: where disclosure is required by applicable law or by a court of competent jurisdiction; to its auditors or for the purposes of regulatory requirements; on a confidential basis, to its professional advisers; to the Serious Fraud Office where the Receiving Party has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010; where the Receiving Party is the Contractor, to the Staff 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 Staff to whom it discloses Confidential Information pursuant to this clause (e) shall observe the Contractor’s confidentiality obligations under the Agreement; and where the Receiving Party is the Trust: on a confidential basis to the employees, agents, consultants and contractors of the Trust; on a confidential basis to any other Central Government Body, any successor body to a Central Government Body or any company to which the Trust transfers or proposes to transfer all or any part of its business; or to the extent that the Trust (acting reasonably) deems disclosure necessary or appropriate in the course of carrying out its public functions; or in accordance with clause Error: Reference source not found. and for the purposes of the foregoing, references to disclosure on a confidential basis shall mean disclosure subject to a confidentiality agreement or arrangement containing terms no less stringent than those placed on the Trust under this clause 2111. The Contractor shall not, and shall take reasonable steps to ensure that the Staff shall not, make any press announcement or publicise the Agreement or any part of the Agreement in any way, except with the prior written consent of the Trust. NOT USED